/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150824.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, August 24, 2015, Vol. 19, No. 236 Headlines 5255 HOLDINGS: Files for Chapter 11 Bankruptcy Protection ALCO STORES: Court Denies Application to Employ Hilco Streambank ALLIED NEVADA: Equity Panel Withdraws Bid to Retain Peter Solomon ALPHA NATURAL: Obtains Court Order Enforcing Automatic Stay ALTEGRITY INC: U.S. Settles Whistleblower Suit AMERICAN SPECTRUM: Alston & Bird Approved as Trustee's Counsel AMERICAN SPECTRUM: Counsel Notifies Court for Change of Address AMERICAN SPECTRUM: Dennis Connolly Terminated as Ch. 11 Trustee AMERICAN SPECTRUM: Files List of 20 Largest Unsecured Creditors AMERICAN SPECTRUM: Order for Relief in Involuntary Case Entered AMERICAN SPECTRUM: Winthrop Couchot Okayed as Insolvency Counsel AMSCO STEEL: Proposes to Sell Substantially All Assets AMSCO STEEL: Seeks to Use Marquette's Cash Collateral AMWINS GROUP: S&P Revises Outlook to Positive & Affirms 'B' CCR ANAREN INC: Debt-Funded Acquisition No Impact on Moody's 'B3' CFR ANNA'S LINENS: Court Approves Hilco/Gordon Agent Deal ARTESYN EMBEDDED: Moody's Hikes Corporate Family Rating to B1 ATLANTIC & PACIFIC: Proposes to Sell Pharmacy Assets to Rite Aid BAHA MAR: Files Status Report on DIP Transaction BAHA MAR: Objects to Bids to Dismiss Ch. 11 Cases BAHA MAR: Rosewood Hotels Wants to Terminate License BIRMINGHAM COAL: Adeq. Protection for Use of Mineral Leases Sought BIRMINGHAM COAL: Has Interim Approval to Pay Regions BIRMINGHAM COAL: Reys, P3 Sue to Claim Radar Stake BOOMERANG SYSTEMS: Aug. 27 Meeting Set to Form Creditors' Panel BOOMERANG TUBE: Court Sets Claims Bar Dates BOOMERANG TUBE: UST, DIP Agent Balk at Brown Rudnick Retention BRANTLEY LAND: Court Approves Hiring of Brown Readdick as Counsel BRANTLEY LAND: Court Okays Hiring of Schell & Hogan as Accountant BRUSH CREEK: Stay Lifted for HOA to Foreclose on Property BTB CORPORATION: Hires Albert Tamarez Vasquez as Accountant BULK PETROLEUM: 7th Circ. Requires KDOR to Pay $775K Tax Refund BULLIONDIRECT INC: U.S. Trustee Forms Three-Member Committee CAESARS ENTERTAINMENT: Junior Creditors Seek Stake in Parent Co. CAL DIVE: Bidding Procedures for Sea Horizon Approved CHALIFOUX BUSINESS: Case Summary & 2 Top Unsecured Creditors CHALIFOUX BUSINESS: Files for Chapter 11 Bankruptcy Protection CHARLOTTE RUSSE: Moody's Confirms B2 Corporate Family Rating CORINTHIAN COLLEGES: Cash Use Termination Date Extended to Aug. 28 CROSS ISLAND: Sale Deed with Block 12982 Null, Court Rules DUANE ROWETT: District Ct. Takes Over Tift Criminal Contempt Suit ENERGY FUTURE: DTC Appeals Denial of Stay-Applicability Motion EQUIPMENT ACQUISITION: Brandt, Charter Summary Judgment Bids Denied EXCEL TRUST: Moody's Cuts Senior Unsecured Rating to Ba2 EXPERIENT CORP: Court Confirms Second Amended Plan FAMILY CHRISTIAN: Sale of Assets to FCS Acquisition for $55M OK'd FARA SAN MARTINO: Case Summary & 5 Largest Unsecured Creditors FITNESS INT'L: S&P Revises Outlook to Positive & Affirms 'B' CCR FRAC SPECIALISTS: Court Approves Dykema Cox as Committee Counsel FRED FULLER: Agrees to $25K Purchase Price of 3 Vehicles GORDON PROPERTIES: Seeks Transfer of $1.5-Mil. in Sale Proceeds GULFMARK OFFSHORE: Moody's Cuts Corporate Family Rating to B3 GULFPORT ENERGY: S&P Hikes Corp Credit Rating to B+, Outlook Stable HERCULES OFFSHORE: Chapter 11 Cases Jointly Administered HERCULES OFFSHORE: Court Okays Prime Clerk as Claims Agent HMK MATTRESS: S&P Raises Corp Credit Rating to 'B', Outlook Stable HOLIDAY MARINAS: Vessels Must Be Removed From Marina by Nov. 30 INTERFACE INC: S&P Affirms Then Withdraws 'BB+' CCR LA HABRA RDA SUCCESSOR: Moody's Hikes 2000 TABs Ratings From Ba1 LE CENTER, MN: Moody's Hikes Gen. Obligation Debt Rating to Ba2 LEE STEEL: Court Aprroves Ford Branded Vehicles Sale LEE STEEL: Court Aprroves Herr Voss Strand Extensioner Sale LEE STEEL: Has Court OK to Sell Wyoming Facility to Union Partners LEE STEEL: Sells Romulus Facility to Hilco for $14.0-Mil. LENNAR CORP: Fitch Affirms BB+ Issuer Default Rating, Outlook Pos. LOCAL CORP: Files Schedules of Assets and Liabilities LOCAL CORP: Files Schedules of Assets and Liabilities LTAC HOSPITAL WASHINGTON: Case Summary & 20 Top Unsec Creditors LUCA INTERNATIONAL: Subject to Pending SEC Enforcement Suit M&W HOLDINGS: Macomb Music Theatre to be Auctioned on Sept. 4 MAGNESIUM CORP: Judge Upholds Jury Findings vs. Rennet, Renco Group MICHAEL WHITE: Ch. 7 Conversion Order Affirmed MILLER AUTOMOTIVE: Panel Affirms Denial of Needler Fee Request NIRVANA INC: Judge Davis Overrules Objections to Sale Process NORANDA ALUMINUM: Moody's Cuts Corporate Family Rating to 'Caa1' NORTEK INC: In Talks with United Technologies on Acquisition OLDKNOW FAMILY: Voluntary Chapter 11 Case Summary ORLANDO GATEWAY: Court Ends Nilhan's Exclusive Period to File Plan ORLANDO GATEWAY: Gets Court Approval to Hire Soifer as CRO ORLANDO GATEWAY: Nilhan May Use Cash Collateral Thru Aug. 31 ORLANDO GATEWAY: Nilhan Survives Both Dismissal, Conversion Bid PARKVIEW ADVENTIST: Court Approves Marcus Clegg as Counsel PARKVIEW ADVENTIST: Court Okays Sale to Mid Coast PASSAIC HEALTHCARE: PMC Wants Interest Attached to Sale Proceeds PATRIOT COAL: Court Approves Kutak Rock as Bankruptcy Co-Counsel PATRIOT COAL: Morrison & Foerster OK'd as Committee's Lead Counsel PATRIOT COAL: Stahl Cowen Okayed as Counsel for Retiree Committee PENN HILLS: Moody's Gives B3 Underlying Rating to 2015 GO Bonds PETERSBURG REGENCY: Creditors Seek to Dismiss Ch. 11 PICACHO HILLS: Settlement With Former Bankruptcy Counsel Approved PROTOM INTERNATIONAL: Has Final OK to Obtain $1.8MM in DIP Loan PROTOM INTERNATIONAL: Michaelson Capital Wins Auction RECYCLE SOLUTIONS: Novacopy Seeks to Repossess Copy Machine RENAULT WINERY: Proposes Sept. 22 Auction for Assets REPUBLIC AIRWAYS: Seeks to Avoid Bankruptcy with New Pilot Contract RESIDENTIAL CAPITAL: Ocwen Cannot Recover Added Losses, Court Rules RESIDENTIAL CAPITAL: Pichardo Claim Objection Partially Sustained RIVERCREST COMMUNITY: S&P Raises Rating on 2007 Bonds From BB SAINT MICHAEL'S MEDICAL: Seeks to Reject Columbus, St. James Leases SALADWORKS INC: Withdraws Bid to Hold Mixed Greens in Contempt SALADWORKS LLC: Creditors Object to Exclusivity Extension Bid SANDRIDGE ENERGY: S&P Raises CCR to 'CCC+', Outlook Negative SNOWFLAKE COMMUNITY: Stock Sale on Hold Until Ownership Determined SOLAR MILLENIUM: Order Quashing Service of Summons to Kuhn Affirmed SPECTRUM ANALYTICAL: Court to Consider Auction Results Aug. 25 SYNOVUS FINANCIAL: Moody's Withdraws (P)Ba2 Sr. Unsec. Debt Rating SYNOVUS FINANCIAL: S&P Raises ICR to 'BB+', Outlook Positive TRIBUNE CO: Law Debenture, Deutsche Bank Want $30M Disgorgement UNIFIED 2020: Case Converted to Chapter 7 Liquidation WALNUT CREEK RDA SUCCESSOR: Moody's Hikes TABs Ratings From Ba3 WBH ENERGY: Announces Castlelake as Successful Bidder YMCA MILWAUKEE: Grace Hmong Might Acquire Former South Shore YMCA [^] BOND PRICING: For the Week from August 17 to 21, 2015 ********* 5255 HOLDINGS: Files for Chapter 11 Bankruptcy Protection --------------------------------------------------------- 5255 Holdings, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-24772) on Aug. 15, 2015, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Ricardo Arias, director. Brian Bandell at South Florida Business Journal relates that the Company's bankruptcy filing stayed an Aug. 17 foreclosure auction of the Company's Miami Gardens warehouse. The report states that U.S. Bank, representing a securitized commercial mortgage trust, won a $3.7 million foreclosure judgment based on a $2.96 million mortgage. Michael Marcer, Esq., at Marrero, Chamizo, Marcer Law L.P. serves as the Company's bankruptcy counsel. 5255 Holdings, Inc., is headquartered in Fort Lauderdale, Florida. ALCO STORES: Court Denies Application to Employ Hilco Streambank ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas denied, without prejudice to re-filing, ALCO Stores, Inc.'s motion to employ Hilco IP Services, LLC dba Hilco Streambank, as intellectual property disposition agent, nunc pro tunc to Oct. 24, 2014. The Court, after review of the file, found that on Oct. 24, 2014, the Debtor filed a application to employ Hilco. The Court also found that insufficient action has been taken to obtain the relief sought. As reported in the Troubled Company Reporter on Nov. 6, 2014, the Debtor tapped Hilco Streambank to market and sell, assign, license, or otherwise dispose of the Debtors' Intellectual Property by: (a) collecting and securing all available information and data concerning the Intellectual Property; (b) preparing marketing materials designed to inform potential purchasers of the availability of the Intellectual Property for sale, assignment, license, or other disposition; (c) developing and executing a sales and marketing program designed to elicit proposals to acquire the Intellectual Property from qualified acquirers with a view toward completing one or more sales, assignments, licenses, or other disposition of the Intellectual Property following an Auction or Auctions under section 363 of the Bankruptcy Code; and (d) assisting the Debtors in connection with the conduct of the auction and the transfer of the Intellectual Property to the acquirers who offer the highest or otherwise best consideration for the Intellectual Property. About ALCO Stores ALCO Stores, Inc., operates 198 stores in 23 states throughout the central United States. ALCO offers 35,000 items at its stores, which are located at smaller markets usually not served by other regional or national broad line retail chains. The company was founded in 1901 as a general merchandising operation in Abilene, Kansas. ALCO is a public company, and its common stock is quoted on the NASDAQ National Market tier of the NASDAQ Stock Market under the ticker symbol "ALCS." ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas, Texas, on Oct. 12, 2014, with plans to let liquidators conduct store closing sales or sell the business to a going-concern buyer. Judge Stacey G. Jernigan presides over the Chapter 11 cases. As of July 2014, ALCO Stores had assets totaling $222 million and liabilities totaling $162 million. The bulk of the liabilities was total debt outstanding under a credit facility with Wells Fargo Bank, National Association, of which the aggregate outstanding was $104.2 million as of the Petition Date. The Debtor received court approval to sell some of its real estate along with store leases. The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey Capital, Inc., as financial advisor, and Prime Clerk LLC as claims and noticing agent. Michael Moore has been named consultant to the Debtors. The Debtors are slated to seek confirmation of their plan of liquidation on June 2, 2015 at 9:30 a.m. Judge Stacey G. Jernigan on April 14 entered an order approving the disclosure statement explaining the Debtors' First Amended Plan of Liquidation. On April 7, 2015, the Debtors filed their First Amended Plan of Liquidation which provides that holders of secured claims will recover 100%, holders of general unsecured claims will recover 1% to 15%, and holders of equity interests won't receive anything. The official committee of unsecured creditors tapped Cooley LLP as bankruptcy counsel; the Law Office of Judith W. Ross serves as local counsel; and Glassratner Advisory & Capital Group as financial advisor. ALLIED NEVADA: Equity Panel Withdraws Bid to Retain Peter Solomon ----------------------------------------------------------------- The Official Committee of Equity Security Holders of Allied Nevada God Corp., et al., has withdrawn its application for an order to retain Peter J. Solomon Company as its financial advisor. The Equity Committee had tapped the firm to, among other things, advise and assist the Equity Committee in assessing the operating and financial performance of, and strategies for the Debtors. It proposed that the firm receive a monthly fee $125,000 advisor fee for six months, and a completion fee of $2,000,000. About Allied Nevada Allied Nevada Gold Corp. (OTCMKTS: ANVGQ), a Delaware corporation, is a U.S.-based gold and silver producer engaged in mining, developing and exploring properties in the State of Nevada. ANV was spun off from Vista Gold Corp. in 2006 and began operations in May 2007. Nevada-based mining properties acquired from Vista include the Hycroft Mine, an open-pit heap leach operation located 54 miles west of Winnemucca, Nevada. ANV controls 75 exploration properties throughout Nevada as of Dec. 31, 2014. On March 10, 2015, ANV and 13 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-10503). The cases are assigned to Judge Mary F. Walrath. The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer & Feld LLP as attorneys; FTI Consulting Inc. as financial advisor; Moelis & Company as financial advisor; and Prime Clerk LLC as claims and noticing agent. ANV disclosed $941 million in total assets and $664 million in total debt as of Dec. 31, 2014. The U.S. Trustee appointed three creditors of the company to serve on the official committee of unsecured creditors. The Committee retained Arent Fox LLP as co-counsel, and Polsinelli PC as conflicts counsel. It hired Zolfo Cooper, LLC as bankruptcy consultant and financial advisors, and Upshot Services LLC as information agent. The U.S. Trustee also named an Official Committee of Equity Security Holders. The Equity Committee is represented by Cole Schotz P.C.'s Patrick J. Reilley, Esq., and Nicolas J. Brannick, Esq.; and LeClairRyan's Janice B. Grubin, Esq., Gregory J. Mascitti, Esq., Richard A. McGuirk, Esq., and Michael J. Crosnicker, Esq. The Equity Committee has hired Navigant Consulting, Inc. as financial advisor; and Runge, Inc. dba RungePincockMinarco as technical mining expert. * * * Allied Nevada Gold Corp., et al.'s joint plan of reorganization incorporates the terms of the prepetition plan support agreement reached by the Debtors with holders of at least 67% of the aggregate outstanding principal amount of the Notes and 100% of the Holders of Secured ABL Claims and Secured Swap Claims. Pursuant to the plan support agreement, each Holder of an Allowed Secured ABL Claim will receive (i) its Pro Rata share of the Secured ABL/Swap Cash Payments not made prior to the Effective Date and (ii) an amount of New First Lien Term Loans in an aggregate principal amount equal to (A) the amount of allowed claims pursuant to Section 2.7(b) of the Plan minus (B) the amount paid in cash in respect of the Secured ABL Claims pursuant to clause (i) of Section 2.7(c) of the Plan. In addition, for the avoidance of doubt, any unpaid amounts owed to the holders of Secured ABL Claims pursuant to Section 11 of the DIP Facility Order will be due and payable in cash on the Effective Date. A full-text copy of the Disclosure Statement dated April 24, 2015, is available at http://bankrupt.com/misc/ALLIEDds0424.pdf A hearing was scheduled before Judge Walrath on Aug. 20, 2015 to consider approval of the disclosure statement explaining the Plan. ALPHA NATURAL: Obtains Court Order Enforcing Automatic Stay ----------------------------------------------------------- A federal judge granted Alpha Natural Resources Inc.'s bid to enforce the so-called automatic stay to protect assets of the company and its affiliated debtors. The order, issued by U.S. Bankruptcy Judge Kevin Huennekens in the Eastern District of Virginia, enjoins creditors from taking or continuing any action against the companies or their properties. The court order also restrains anyone from terminating or modifying his contracts with the companies as a result of their bankruptcy filing. 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. ALTEGRITY INC: U.S. Settles Whistleblower Suit ---------------------------------------------- Patrick Fitzgerald, writing for The Wall Street Journal, reported that the federal government has reached a settlement worth at least $30 million with Altegrity Inc., the parent of an employment screening business that had been accused of fraud in a whistleblower lawsuit. According to the report, the U.S. Justice Department said on Aug. 19 that Altegrity and its subsidiary U.S. Investigations Services Inc., or USIS, have agreed to a deal resolving claims that USIS raked in tens of millions of taxpayer dollars while failing to conduct quality reviews of completed background checks. The government claimed USIS committed fraud through a practice USIS employees referred to internally as "dumping" or "flushing" unfinished investigations, the report related. About Altegrity Inc. Altegrity Inc. provides background investigations for the U.S. government; employment background and mortgage screening for commercial customers; technology-driven legal services and software for data management; and investigative, analytic, consulting, due diligence, and security services. Altegrity is principally owned by investment funds affiliated with Providence Equity Partners. Altegrity Inc. and 37 of its affiliates filed Chapter 11 Bankruptcy petitions (Bankr. D. Del. Lease Case No. 15-10226) on Feb. 8, 2015. Jeffrey S. Campbell signed the petitions as president and chief financial officer. The Debtors disclosed total assets of $1.7 billion and total liabilities of $2.1 billion as of June 30, 2014. M. Natasha Labovitz, Esq., Jasmine Ball, Esq., and Craig A. Bruens, Esq., at Debevoise & Plimpton LLP serve as the Debtors' counsel. Joseph M. Barry, Esq., Ryan M. Bartley, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, act as the Debtors' Delaware and conflicts counsel. Stephen Goldstein and Lloyd Sprung, at Evercore Group, LLC, are the Debtors' investment bankers. Kevin M. McShea and Carrianne J. M. Basler, at Alixpartners LLP serve as the Debtors' restructuring advisors. Prime Clerk LLC is the Debtors' claims and noticing agent. PricewaterhouseCoopers LLP serves as the Debtors' independent auditors. The Bankruptcy Court has scheduled for May 5, 2015, the hearing to consider the approval of the disclosure statement explaining the Debtor's plan, which proposes to liquidate the US Investigations Services. Land Line relates that USIS lost key federal background check contracts. The U.S. Trustee for Region 3 appointed six creditors to serve on the official committee of unsecured creditors. The Creditors' Committee retained Wilmer Cutler Pickering Hale & Dorr LLP, as lead counsel, and Bayard, P.A., as Delaware co-counsel. * * * Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware on May 15, 2015, approved the disclosure statement explaining Altegrity, Inc., et al.'s Joint Chapter 11 Plan. A hearing to confirm the Plan was scheduled for July 1, 2015. As reported in the April 1, 2015 edition of the Troubled Company Reporter, the Debtors filed a Joint Chapter 11 Plan and accompanying disclosure statement that will delever the Company by approximately $700 million, or 40% of the Debtors' outstanding debt. The Plan provides for a 2.2% estimated recovery of allowed general unsecured claims, which total approximately $82,510,532. Holders of Secured Third Lien Notes Claims are poised to recover 7.7% of their estimated $66,304,133 total amount of claims. Holders of Secured Second Lien Notes Claims are poised to recover 48.4% of their estimated $519,265,011 total amount of claims. A full-text copy of the Disclosure Statement dated May 16, 2015, is available at http://bankrupt.com/misc/ALTEGRITYds0516.pdf Judge Silverstein on Aug. 14, 2015, issued findings of fact, conclusions of law, and order confirming Altegrity, Inc., et al.'s Joint Plan of Reorganization. AMERICAN SPECTRUM: Alston & Bird Approved as Trustee's Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized Dennis J. Connolly, the Chapter 11 trustee for the estate of American Spectrum Realty Inc., to employ Alston & Bird LLP as his general bankruptcy counsel at the expense of the estate, effective April 21, 2015. A&B is expected to, among other things: a. assist the trustee in consultations, negotiations and all other dealings with creditors and other parties-in-interest concerning the administration of the case; b. prepare pleadings, conducting investigations and making court appearances incidental to the administration of the Debtor's estate; and c. advise the trustee of his rights, duties and obligations under the Bankruptcy Code, Bankruptcy Rules, Local Rules and Orders of the Court. The hourly rates of A&B's personnel are: Billing Category Range ---------------- ----- Partners and Senior Counsel $685 - $995 Associates $425 - $725 Paralegals $245 - $335 The A&B attorneys anticipated to work on this matter are senior counsel Diane Stanfield, whose rate is $795 per hour, partner Leib Lerner, whose rate is $685 per hour, and associate Lorraine Sarles, whose rate is $545 per hour. A&B also anticipates utilizing bankruptcy paralegal Melanie Mizrahie, whose rate is $245 per hour. To the best of the Trustee's knowledge, A&B does not hold any disqualifying interest to the Debtor, its directors, any creditors or any other parties-in-interest in matters upon which the law firm is to be engaged by the trustee. According to the Debtor's case docket, the meeting of creditors was scheduled for June 5, 2015 The firm can be reached at: Diane C. Stanfield, Esq. Leib M. Lerner, Esq. Lorraine Sarles, Esq. ALSTON & BIRD LLP 333 South Hope Street, 16th Floor Los Angeles, CA 90071-3004 Tel: (213) 576-1000 Fax: (213) 576-1100 E-mail: diane.stanfield@alston.com leib.lerner@alston.com lorraine.sarles@alston.com About American Spectrum Realty American Spectrum Realty, Inc. -- http://www.asrmanagement.com/-- is a real estate investment company that owns, through an operating partnership, interests in office, industrial/commercial, retail, self-storage, retail, multi-family properties and undeveloped land throughout the United States. American Spectrum Management Group, Inc., a wholly-owned subsidiary of the Company, manages and leases all properties owned by American Spectrum Realty, Inc. well as for third-party clients, totaling 7 million square feet in multiple states. American Spectrum Realty was formed in 2000 and began publicly trading on the New York Stock Exchange in 2001. Alleged creditors -- namely, D&A Daily Mortgage Fund III, L.P., D&A Semi-Annual Mortgage Fund III, L.P., and D&A Intermediate-Term Mortgage Fund III, L.P. -- filed an involuntary Chapter 11 petition for American Spectrum in Santa Ana, California, on Feb. 13, 2015 (Bankr. C.D. Cal. Case No. 15-10721). The involuntary case was assigned to Judge Scott C. Clarkson. James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP, in Irvine, California, serve as counsel to the Petitioning Creditors. On May 1, 2015, the Court entered an order for relief against the Debtor under Chapter 11 of the U.S. Code. American Spectrum has affiliates that have pending bankruptcy cases. One of them is Verdugo, LLC, a single asset real estate that filed a Chapter 11 bankruptcy petition (Bank. C.D. Cal. Case No. 15-10701) on Feb. 12, 2015. Judge Scott C. Clarkson presides over the case. American Spectrum disclosed assets of $6,381,000 to $13,381,000 and liabilities of $6,558,235 as of the Chapter 11 filing. AMERICAN SPECTRUM: Counsel Notifies Court for Change of Address --------------------------------------------------------------- Robert E. Opera, Esq., and Peter W. Lianides, Esq., at Winthrop Couchot P.C., counsel for American Spectrum Realty, Inc., notified the U.S. Bankruptcy Court for the Central District of California that effective immediately, the Debtor's address has changed as: American Spectrum Realty, Inc. 12000 Westheimer Rd., No. 230 Houston, TX 77077 The Debtor's mailing address is: J. Michael Issa, CRO GlassRatner Advisory & Capital Group 19800 MacArthur Blvd # 820 Irvine, CA 92612 About American Spectrum Realty American Spectrum Realty, Inc. -- http://www.asrmanagement.com/-- is a real estate investment company that owns, through an operating partnership, interests in office, industrial/commercial, retail, self-storage, retail, multi-family properties and undeveloped land throughout the United States. American Spectrum Management Group, Inc., a wholly-owned subsidiary of the Company, manages and leases all properties owned by American Spectrum Realty, Inc. well as for third-party clients, totaling 7 million square feet in multiple states. American Spectrum Realty was formed in 2000 and began publicly trading on the New York Stock Exchange in 2001. Alleged creditors -- namely, D&A Daily Mortgage Fund III, L.P., D&A Semi-Annual Mortgage Fund III, L.P., and D&A Intermediate-Term Mortgage Fund III, L.P. -- filed an involuntary Chapter 11 petition for American Spectrum in Santa Ana, California, on Feb. 13, 2015 (Bankr. C.D. Cal. Case No. 15-10721). The involuntary case was assigned to Judge Scott C. Clarkson. James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP, in Irvine, California, serve as counsel to the Petitioning Creditors. On May 1, 2015, the Court entered an order for relief against the Debtor under Chapter 11 of the U.S. Code. American Spectrum has affiliates that have pending bankruptcy cases. One of them is Verdugo, LLC, a single asset real estate that filed a Chapter 11 bankruptcy petition (Bank. C.D. Cal. Case No. 15-10701) on Feb. 12, 2015. Judge Scott C. Clarkson presides over the case. American Spectrum disclosed assets of $6,381,000 - $13,381,000 and liabilities of $6,558,235 as of the Chapter 11 filing. AMERICAN SPECTRUM: Dennis Connolly Terminated as Ch. 11 Trustee --------------------------------------------------------------- The Hon. Scott C. Clarkson of the Bankruptcy Court for the Central District of California entered an order approving a stipulation between American Spectrum Realty, Inc., and the creditors who signed the involuntary Chapter 11 petition. At the behest of the parties, the Court ordered the termination of the appointment of Dennis Connolly as the interim Chapter 11 trustee in the case. The Court also ordered that the Trustee and his professionals will be awarded administrative claims equal to their reasonable fees and expenses incurred in the case subject to a regularly noticed motion and court approval. Petitioning Creditors, consisting of D&A Daily Mortgage Fund III, L.P.; D&A Semi-Annual MortgageFund III, L.P.; and D&A Intermediate-Term Mortgage Fund III, L.P., in their motion, stated that parties had agreed: 1. to notice and hold a special meeting of the Series B shareholders to appoint five additional members of ASR's board of directors; 2. to have J. Michael Issa serve as ASR's chief restructuring officer with full authority of a CEO; 3. that the order for relief will be entered in the case, and that the voluntary bankruptcy case filed by ASR will be dismissed; and 4. that ASR will timely comply with all U.S. Trustee reporting requirements and file its bankruptcy schedules, statement of financial affairs and other required documents. The Court's concerns about ASR's failure to comply with the Court's scheduling order and other deadlines are resolved by the stipulation as well. Peter C. Anderson, the U.S. Trustee for Region 16, objected to the motion, stating that by filing the motion, the Dunham Parties and the Debtor sought to displace an independent fiduciary in furtherance of their self-serving agendas. About American Spectrum Realty American Spectrum Realty, Inc. -- http://www.asrmanagement.com/-- is a real estate investment company that owns, through an operating partnership, interests in office, industrial/commercial, retail, self-storage, retail, multi-family properties and undeveloped land throughout the United States. American Spectrum Management Group, Inc., a wholly-owned subsidiary of the Company, manages and leases all properties owned by American Spectrum Realty, Inc. well as for third-party clients, totaling 7 million square feet in multiple states. American Spectrum Realty was formed in 2000 and began publicly trading on the New York Stock Exchange in 2001. Alleged creditors -- namely, D&A Daily Mortgage Fund III, L.P., D&A Semi-Annual Mortgage Fund III, L.P., and D&A Intermediate-Term Mortgage Fund III, L.P. -- filed an involuntary Chapter 11 petition for American Spectrum in Santa Ana, California, on Feb. 13, 2015 (Bankr. C.D. Cal. Case No. 15-10721). The involuntary case was assigned to Judge Scott C. Clarkson. James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP, in Irvine, California, serve as counsel to the Petitioning Creditors. On May 1, 2015, the Court entered an order for relief against the Debtor under Chapter 11 of the U.S. Code. American Spectrum has affiliates that have pending bankruptcy cases. One of them is Verdugo, LLC, a single asset real estate that filed a Chapter 11 bankruptcy petition (Bank. C.D. Cal. Case No. 15-10701) on Feb. 12, 2015. Judge Scott C. Clarkson presides over the case. American Spectrum disclosed assets of $6,381,000 - $13,381,000 and liabilities of $6,558,235 as of the Chapter 11 filing. AMERICAN SPECTRUM: Files List of 20 Largest Unsecured Creditors --------------------------------------------------------------- American Spectrum Realty Inc., filed with the U.S. Bankruptcy Court for the Central District of California list of creditors holding 20 largest unsecured claim, disclosing: Name of Creditor Nature of Claim Amount of ---------------- ---------------- Claim --------- Allen Keller Leck Gamble Mallory $837,164 515 South Figueroa St.. 7th Fl Los Angeles, CA 90071-3398 Faubus Keller L.L.P. $500,000 1001 Texas Avenue, 11th Fl Houston, TX 77002 CIGNA HealthCare $242,551 First Insurance Funding $102,395 Corporation Gainer Donnelly & Desroches $101,452 Polsinelli Shughart PC $91,189 EEPB, P.C. $55,500 Thompson & Knight LLP $55,007 Tracy Thompson $55,000 Carr, Riggs & Ingram, LLC $53,896 Donovan & Watkins, LP $45,453 Stacey F. Speier $37,000 Jerry Love CPA, LLC $31,117 Bammelbelt, LP $30,130 American Express $28,437 Moody Law Group, PLLC $24,375 Thompson Coe Cousins & Irons LLP $23,315 Luce Forward $19,581 CoStar Realty Information, Inc. $15,654 Quest Personnel Resources $13,254 About American Spectrum Realty American Spectrum Realty, Inc. -- http://www.asrmanagement.com/-- is a real estate investment company that owns, through an operating partnership, interests in office, industrial/commercial, retail, self-storage, retail, multi-family properties and undeveloped land throughout the United States. American Spectrum Management Group, Inc., a wholly-owned subsidiary of the Company, manages and leases all properties owned by American Spectrum Realty, Inc. well as for third-party clients, totaling 7 million square feet in multiple states. American Spectrum Realty was formed in 2000 and began publicly trading on the New York Stock Exchange in 2001. Alleged creditors -- namely, D&A Daily Mortgage Fund III, L.P., D&A Semi-Annual Mortgage Fund III, L.P., and D&A Intermediate-Term Mortgage Fund III, L.P. -- filed an involuntary Chapter 11 petition for American Spectrum in Santa Ana, California, on Feb. 13, 2015 (Bankr. C.D. Cal. Case No. 15-10721). The involuntary case was assigned to Judge Scott C. Clarkson. James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP, in Irvine, California, serve as counsel to the Petitioning Creditors. On May 1, 2015, the Court entered an order for relief against the Debtor under Chapter 11 of the U.S. Code. American Spectrum has affiliates that have pending bankruptcy cases. One of them is Verdugo, LLC, a single asset real estate that filed a Chapter 11 bankruptcy petition (Bank. C.D. Cal. Case No. 15-10701) on Feb. 12, 2015. Judge Scott C. Clarkson presides over the case. American Spectrum disclosed assets of $6,381,000 - $13,381,000 and liabilities of $6,558,235 as of the Chapter 11 filing. AMERICAN SPECTRUM: Order for Relief in Involuntary Case Entered ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California granted an order for relief in the involuntary bankruptcy case filed against American Spectrum Realty, Inc. The Court entered the order, in relation to the motion of the creditors who signed the Chapter 11 petition ("Petitioning Creditors:) for an order: (1) approving stipulation between Petitioning Creditors and Debtor; and (2) setting aside the order appointing chapter 11 trustee, or in the alternative, terminating the chapter 11 trustee. As reported in the Feb. 18, 2015 edition of the TCR, creditors D&A Daily Mortgage Fund III, L.P., D&A Semi-Annual Mortgage Fund III, L.P., and D&A Intermediate-Term Mortgage Fund III, L.P., filed an involuntary petition and immediately asked the Court to order the appointment of an interim Chapter 11 trustee to take over management of the company. About American Spectrum Realty American Spectrum Realty, Inc. -- http://www.asrmanagement.com/-- is a real estate investment company that owns, through an operating partnership, interests in office, industrial/commercial, retail, self-storage, retail, multi-family properties and undeveloped land throughout the United States. American Spectrum Management Group, Inc., a wholly-owned subsidiary of the Company, manages and leases all properties owned by American Spectrum Realty, Inc. well as for third-party clients, totaling 7 million square feet in multiple states. American Spectrum Realty was formed in 2000 and began publicly trading on the New York Stock Exchange in 2001. Alleged creditors -- namely, D&A Daily Mortgage Fund III, L.P., D&A Semi-Annual Mortgage Fund III, L.P., and D&A Intermediate-Term Mortgage Fund III, L.P. -- filed an involuntary Chapter 11 petition for American Spectrum in Santa Ana, California, on Feb. 13, 2015 (Bankr. C.D. Cal. Case No. 15-10721). The involuntary case was assigned to Judge Scott C. Clarkson. James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP, in Irvine, California, serve as counsel to the Petitioning Creditors. American Spectrum has affiliates that have pending bankruptcy cases. One of them is Verdugo, LLC, a single asset real estate that filed a Chapter 11 bankruptcy petition (Bank. C.D. Cal. Case No. 15-10701) on Feb. 12, 2015. Judge Scott C. Clarkson presides over the case. American Spectrum disclosed assets of $6,381,000 - $13,381,000 and liabilities of $6,558,235 as of the Chapter 11 filing. AMERICAN SPECTRUM: Winthrop Couchot Okayed as Insolvency Counsel ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized American Spectrum Realty, Inc., to employ Winthrop Couchot Professional Corporation as its general insolvency counsel effective as of May 1, 2015. Winthrop Couchot is expected to, among other things: 1. advise and assist the Debtor with respect to compliance with the requirements of the Office of the U.S. Trustee; 2. advise the Debtor regarding matters of the bankruptcy law, including the right and remedies of ASR in regard to its assets and to the claims of its creditors; and 3. file any motions, applications or other pleadings appropriate to effectuate the reorganization of the Debtor. The firm received from non-debtor entities affiliated with ASR payments in the aggregate amount of $52,000 to pay the firm for services that the firm would render, and for the costs that the firm would incur in connection with the firm's representation of ASR during the period. To the best of the Debtor's knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About American Spectrum Realty American Spectrum Realty, Inc. -- http://www.asrmanagement.com/-- is a real estate investment company that owns, through an operating partnership, interests in office, industrial/commercial, retail, self-storage, retail, multi-family properties and undeveloped land throughout the United States. American Spectrum Management Group, Inc., a wholly-owned subsidiary of the Company, manages and leases all properties owned by American Spectrum Realty, Inc. well as for third-party clients, totaling 7 million square feet in multiple states. American Spectrum Realty was formed in 2000 and began publicly trading on the New York Stock Exchange in 2001. Alleged creditors -- namely, D&A Daily Mortgage Fund III, L.P., D&A Semi-Annual Mortgage Fund III, L.P., and D&A Intermediate-Term Mortgage Fund III, L.P. -- filed an involuntary Chapter 11 petition for American Spectrum in Santa Ana, California, on Feb. 13, 2015 (Bankr. C.D. Cal. Case No. 15-10721). The involuntary case was assigned to Judge Scott C. Clarkson. James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP, in Irvine, California, serve as counsel to the Petitioning Creditors. On May 1, 2015, the Court entered an order for relief against the Debtor under Chapter 11 of the U.S. Code. American Spectrum has affiliates that have pending bankruptcy cases. One of them is Verdugo, LLC, a single asset real estate that filed a Chapter 11 bankruptcy petition (Bank. C.D. Cal. Case No. 15-10701) on Feb. 12, 2015. Judge Scott C. Clarkson presides over the case. American Spectrum disclosed assets of $6,381,000 - $13,381,000 and liabilities of $6,558,235 as of the Chapter 11 filing. AMSCO STEEL: Proposes to Sell Substantially All Assets ------------------------------------------------------ AMSCO Steel Company, L.L.C., and Pyndus Steel & Aluminum Co., Inc., seek authority from the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, to sell substantially all of their assets, free and clear of all liens, claims, encumbrances and other interests. The Debtors relate that they are currently in the process of finalizing an Asset Purchase Agreement with a third party to act as a stalking horse bidder for the purchase of substantially all their assets. They further relate that they are also in the process of finalizing proposed bid and auction procedures in connection with the sale. The Debtors tell the Court that once the APA and the bid procedures are completed, they will amend their motion to set forth the proposed bid and the procedures and terms of the stalking horse bid. AMSCO Steel Company, L.L.C. and Pyndus Steel & Aluminum Co., Inc. are represented by: J. Robert Forshey, Esq. Matthew G. Maben, Esq. FORSHEY & PROSTOK LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Telephone: (817)877-8855 Facsimile: (817)877-4151 Email: forshey@forsheyprostok.com mmaben@forsheyprostok.com AMSCO Steel Company, LLC, and Pyndus Steel & Aluminum Co., Inc., sought protection under Chapter 11 of the Bankruptcy Code on Aug. 10, 2015 (Bankr. N.D. Tex., Case No. 15-43240). The Debtors are suppliers and processors of steel products for a wide variety of customers throughout the United States and Mexico. The case is assigned to Judge Russell F. Nelms. The Debtors' counsel are J. Robert Forshey, Esq., and Matthew G. Maben, Esq., at Forshey & Prostok, LLP, in Forth Worth, Texas. AMSCO STEEL: Seeks to Use Marquette's Cash Collateral ----------------------------------------------------- AMSCO Steel Company, L.L.C., and Pyndus Steel & Aluminum Co., Inc., are asking the U.S. Bankruptcy Court for the Northern District of Texas to enter interim and final orders authorizing their use of the cash collateral of prepetition lender Marquette Business Credit SPE I, L.L.C. The Debtors are indebted to Marquette pursuant to a loan evidenced by a promissory note in the original principal amount of $6 million. The original maturity date of the loan was Dec. 5, 2016, but was accelerated to July 27, 2015 under a forbearance agreement. The Debtors allegedly granted Marquette a security interest in and lien on all assets of the Debtors. As of the Petition Date, the outstanding aggregate principal amount allegedly owed on the Note was approximately $775,000. The Debtors propose to use cash, including cash collateral, for expenditures outlined in the proposed budget. The Debtors request that Marquette be ordered to immediately make available to the Debtors all existing funds constituting customer payments or other revenue from the Debtors' operations under the control of Marquette. The Debtors propose to grant Marquette adequate protection in the form of (i) replacement liens, (ii) beginning Sept. 1, 2015, monthly adequate protection payments in an amount equal to the monthly interest payment that absent the acceleration of the indebtedness would be due on the unpaid balance of the note, and (iii) insurance on Marquette's collateral. The Debtors said in the court filing that they are unaware at this time whether or not some or all of the loan documents were, in fact, ever executed. Counsel for the Debtors previously made requests to counsel for Marquette for fully executed copies of all loan documents but Marquette has not heeded to the request. The Debtors accordingly ask the Court to order Marquette to produce fully executed copies of any and all loan documents. Bankruptcy Filing As a result of the economic downturn, beginning in 2009 the Debtors began experiencing liquidity issues. The Debtors were able to stabilize operations, but continued to experience liquidity issues. The Debtors defaulted on certain obligations allegedly owing to their lender Marquette Business Credit SPE I, L.L.C. A forbearance agreement between the Debtors and Marquette was previously entered into, but has terminated and not been extended. The Debtors diligently attempted to locate strategic and/or financial lending sources and/or buyers for their businesses in order to solve the liquidity problems. Although the Debtors engaged Headwaters MB prepetition as financial advisors to assist in these efforts, which efforts continue today, the Debtors ultimately determined that they are unable to meet their liquidity needs to continue operating indefinitely. The Debtors therefore concluded the commencement of the cases and operation of their businesses as debtors-in-possession under the protection of the Bankruptcy Code is in the best interests of the Debtors, their creditors and other stakeholders. About AMSCO Steel AMSCO Steel Company, L.L.C. and Pyndus Steel & Aluminum Co., Inc., are suppliers and processors of steel products for customers throughout the U.S. and Mexico. AMSCO was formed in 1952 and is located in Fort Worth, Texas. Pyndus is a wholly owned subsidiary of AMSCO and operates out of a facility in San Antonio, Texas. AMSCO and Pyndus sought Chapter 11 protection (Bankr. N.D. Tex. Case Nos. 15-43239 and 15-43240) on Aug. 10, 2015, in Forth Worth, Texas. The Debtors have sought joint administration of their Chapter 111 cases under Lead Case No. 15-43239. The Debtors each estimated $10 million to $50 million in assets and debt. The Debtors tapped Forshey & Prostok, LLP, as counsel. AMWINS GROUP: S&P Revises Outlook to Positive & Affirms 'B' CCR --------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its outlook on AmWINS Group LLC (AmWINS) to positive from stable. At the same time, S&P affirmed all its credit and issue-level ratings, including the 'B' long-term corporate credit rating, on AmWINS. S&P is also revising the recovery rating on the company's first-lien debt to '3' from '4'. The '6' recovery rating on AmWINS's second-lien debt is unchanged. "The outlook revision to positive reflects our view that AmWINS's continued strong earnings fundamentals and reduced private-equity ownership will result in an improving and less-volatile overall credit profile relative to peers'," said Standard & Poor's credit analyst Neal Freedman. In addition, the senior secured recovery rating revision to '3' from '4' reflects a significantly improved enterprise valuation in S&P's simulated default scenario due to the company's substantial earnings growth. S&P believes AmWINS's credit profile benefits not only from continued earnings momentum but also from the change in ownership structure that occurred this year. In April 2015, Public Sector Pension Investment Board (PSP) became one-third owner of AmWINS with the remaining two-thirds split equally between New Mountain Capital LLC (a private equity firm) and the company's management. PSP is a Canadian pension investment manager with a longer investment time horizon than private equity firms. Although S&P views AmWINS's leverage as already more conservative than peers', the ownership change gives S&P additional comfort that the company's credit metrics will remain at these more-conservative levels due to a less-aggressive financial policy. Specifically, although additional debt financing remains a possibility as the company continues to execute its growth strategies, S&P expects financial policy to dictate that the company's debt-to-EBITDA ratio remains within the 4x-6x range during the next several years, resulting in a financial risk profile consistently varying between the highly leveraged and aggressive categories. The positive outlook reflects S&P's expectations that AmWINS's continued strong earnings fundamentals and reduced private-equity ownership will result in an improving and less-volatile overall credit profile than peers'. For 2015, S&P expects revenues growth in the mid to high single-digits, with margins remaining steady at 29%-30% and a debt-to-EBITDA ratio of 5.0x–5.5x. S&P also expects the business position to remain on the higher end of the fair category, and the company to maintain its dominant position as the largest U.S. wholesale broker. S&P could affirm the current ratings if AmWINS's earnings or debt levels were to result in a debt-to-EBITDA ratio consistently above 6x. This could occur if the company's earnings were to decline as a result of negative growth or compressed margins or if the company were to adopt a more-aggressive financial policy. S&P could raise the credit and issue-level ratings by one notch within the next 12 months if AmWINS continues its earnings growth while maintaining financial leverage at least at the lower end of highly leveraged. This would likely occur through revenue growth (about 7% in the first half of 2015 compared with the prior period), stable margins (29%-30% on an EBITDA basis), and a less-aggressive financial policy. ANAREN INC: Debt-Funded Acquisition No Impact on Moody's 'B3' CFR ----------------------------------------------------------------- Moody's Investors Service said Anaren, Inc.'s ratings -- B3 Corporate Family, B2 1st Lien debt, and Caa2 2nd Lien debt -- are not affected by the increase in the Senior Secured First Lien Term Loan to fund the acquisition of a manufacturer of radio frequency and microwave power transistors and amplifiers, though it is credit positive due to the anticipated deleveraging impact owing to the modest purchase multiple. Anaren, Inc., based in East Syracuse, New York, develops and manufactures microelectronics and microwave components and subsystems for wireless communications systems and space and defense electronics markets. These components and subsystems are used in various electronic systems, including wireless telecommunications infrastructure and military radar applications. ANNA'S LINENS: Court Approves Hilco/Gordon Agent Deal ----------------------------------------------------- Judge Theodor C. Albert entered an order allowing Anna's Linens, Inc., to assume a prepetition agency agreement with Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners, LLC, to lead a "going out of business sale" of its assets. The assets to be sold include the Debtor' Merchandise, Owned Furniture, Fixtures and Equipment (FF&E), and Additional Agent Merchandise. The Bankruptcy Court further: -- approved certain sale guidelines; -- authorized the Debtor to abandon at the applicable Stores any unsold Owned FF&E that is not sold through the Sale; and -- approved lease rejection procedures with respect to the stores the Debtor elect to close and the form of the proposed notice of rejection to be delivered to the landlords of the Closing Stores. During the sale term, the Agent will be granted a limited royalty free license and right to use the trademarks, trade names, logos, customer lists, websites, URL, social media, mailing lists and email lists relating to and used in connection with the operation of the Stores, solely for the purpose of advertising the Sale. As reported in The Troubled Company Reporter on July 15, 2015, the Hilco/Gordon joint venture emerged as the winning bidder at an auction held in June for the right to liquidate Anna's Linens' assets, beating out the stalking horse bidder Tiger Capital Group LLC and Yellen Partners LLC. At the time the Court entered the Hilco/Gordon agent deal approval, it postponed ruling on the Debtor's proposal to pay Tiger/Yellen a breakup fee of $650,000, plus expense reimbursement of up to $350,000. The Debtor also proposed to pay a $250,000 break-up fee to Great American Group, LLC. Anna's Linens, Inc. is represented by: David B. Golubchik, Esq. Eve H. Karasik, Esq. Juliet Y. OH, Esq. John-Patrick M. Fritz, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310)229-1234 Facsimile: (310)229-1244 Email: DBG@LNBYB.COM EHK@LNBYB.COM JYO@LNBYB.COM JPF@LNBYB.COM Creditors Committee Reacts to Break-Up Fees The Official Committee of Unsecured Creditors of Anna's Linens, Inc. opposed the Debtor's request for break-up fees. Counsel to the Committee, Jeffrey N. Pomerantz, Esq. at Pachulski Stang Ziehl & Jones LLP in Los Angeles, California, asserts that the Break-Up Fees were granted and earned in connection with a bidding process and auction that was by design conducted outside of bankruptcy, where it was not subject to Bankruptcy Code requirements, judicial oversight or input from unsecured creditors. Mr. Pomerantz further asserts that there is no foundation for either of the Break-Up Fees: neither was reasonable or necessary to induce bidding, for reasons the Debtor knew but did not disclose. He says the Tiger/Yellen Break-Up Fee and the $200,000 already paid may be subject to avoidance and recovery as a fraudulent transfer. The Committee asks the Court to determine that the Break-up Fees may be allowed, if at all, only as prepetition claims, and further urges the Court to clarify that any order on the Motion will have no effect on the perfection or lack of perfection of any liens securing payment of the Break-Up Fees. The Official Committee of Unsecured Creditors is represented by: Jeffrey N. Pomerantz, Esq. Ira D. Kharasch, Esq. Harry D. Hochman, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., Suite 1300 Los Angeles, CA 90067-4114 Telephone: (310)277-6910 Facsimile: (310)201-0760 Email: jpomerantz@pszjlaw.com ikharasch@pszjlaw.com hhochman@pszjlaw.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. The U.S. trustee overseeing the Chapter 11 case of Anna's Linens Inc. appointed seven creditors to serve on the official committee of unsecured creditors. ARTESYN EMBEDDED: Moody's Hikes Corporate Family Rating to B1 ------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Artesyn Embedded Technologies, Inc., including the Corporate Family Rating (CFR) to B1 from B2 and the Probability of Default Rating to B1-PD from B2-PD. Concurrently, Moody's upgraded the rating on the senior secured notes due 2020 to B2 from B3. The rating outlook is stable. Moody's upgraded the following ratings of Artesyn Embedded Technologies, Inc.: Corporate Family Rating, to B1 from B2 Probability of Default Rating, to B1-PD from B2-PD $250 million senior secured notes due 2020, to B2 (LGD5) from B3 (LGD5) Rating Outlook is Stable RATINGS RATIONALE The ratings upgrade is based on Artesyn's improved earnings profile and the resulting reduction in the company's leverage along with expectations of modest earnings and cash flow growth over the coming quarters driven by the company's on-going restructuring and cost reduction efforts. Artesyn's B1 Corporate Family rating (CFR) considers the company's well-established position within its niche markets and its relatively low degree of financial leverage (Moody's adjusted debt-to-EBITDA of about 2.4x as of June 2015). Artesyn's conservative balance sheet is a key rating consideration given the volatile nature of the company's business. As such, any leveraging transaction that meaningfully increased debt-to-EBITDA beyond current levels would likely pressure the rating downwards. The rating also favorably reflects Artesyn's technical capabilities and well-established relationships with major technology customers coupled with an improving cost structure following the carve-out from Emerson Electric Company (Emerson; A2 stable) in November 2013. End markets such as consumer electronics and computing & storage are cyclical but should support modest revenue growth over the next 12-24 months. These considerations are tempered by Artesyn's small size relative to many of its large multinational customers who can exercise considerable economic heft in negotiating terms, which leaves the company vulnerable to significant pricing pressure while constraining margin growth. Earnings and sales volatility driven in part by the impact of having both captive and merchant suppliers of product that can exacerbate volume and price competition in the merchant sector also acts as a tempering consideration. The company's high degree of customer concentration (largest customer estimated to be about 30% of sales) also acts as a rating constraint. Event risk is elevated and Moody's believes financial policies can be aggressive given the 51% interest held by affiliates of Platinum Equity Advisors, LLC (Platinum). Moody's anticipates that Platinum will seek to purchase Emerson's remaining 49% interest in Artesyn and this would likely increase leverage, although the timing and structure of a transaction is uncertain. Moody's expects Artesyn to maintain good liquidity over the next 12 to 15 months. As of June 2015, cash balances were $36 million and the company has no near-term principal obligations. External liquidity is provided by a $115 million asset-based revolver (undrawn with $91 million available based on the borrowing base as of June 2015) that expires in November 2018. The facility contains a springing minimum fixed charge coverage ratio; however, we do not expect that revolver borrowings will be meaningful enough to trigger the covenant based on projected operating performance absent a sizable acquisition. Moody's expects muted free cash flow levels during fiscal 2015 with cash flow from operations likely to approximate planned capital expenditure levels of about $27 million, although free cash flow should improve as earnings grow. The stable rating outlook reflects expectations of modest earnings and cash flow growth and the absence of any leveraging transactions that might impinge on Artesyn's conservative balance sheet. Given the relatively volatile nature of the company's business, Moody's expects Artesyn to maintain credit metrics that are stronger than levels typically associated with companies at the same rating level. Improved profitability metrics while maintaining debt-to-EBITDA below 2.0x as well as sustained levels of FCF-to-debt in the mid-to-high single-digits could result in an upgrade. Ratings could be downgraded if the company experiences meaningful deterioration in its margins or negative free cash flow or a weakening of its liquidity profile. A debt-financed dividend or M&A transaction that weakens Artesyn's balance sheet such that leverage were sustained above 3.5x would also likely pressure the rating downward. Artesyn Embedded Technologies, Inc. designs and manufactures power conversion, embedded computing components, and electronic consumer solutions and technologies. A 51% interest was acquired by affiliates of Platinum in late 2013 from Emerson, who retained the balance of 49%. Artesyn's primary products include application specific, customized power conversion products, chargers for consumer applications and microprocessor based boards and systems. These products are used across a diverse array of end-markets including telecom, computing & storage, industrial, medical, military, aerospace and consumer. ATLANTIC & PACIFIC: Proposes to Sell Pharmacy Assets to Rite Aid ---------------------------------------------------------------- Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review, reported that Great Atlantic & Pacific Tea Co. wants fast court approval to sell off the assets of some of its in-store pharmacies to Rite Aid Corp. for up to $8.1 million. According to the report, in an Aug. 20 filing with U.S. Bankruptcy Court in White Plains, N.Y., A&P said Rite Aid has agreed to buy inventory and customer-prescription information from pharmacies at 12 stores that are closing. About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. As of Feb. 28, 2015, the Debtors reported total assets of $1.6 billion and liabilities of $2.3 billion. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors of The Great Atlantic & Pacific Tea Co. to serve on the official committee of unsecured creditors. BAHA MAR: Files Status Report on DIP Transaction ------------------------------------------------ Northshore Mainland Services Inc. and its debtor affiliates notified the United States Bankruptcy Court for the District of Delaware that they have not yet obtained approval from the Central Bank of The Bahamas and the Bahamas Investment Authority regarding their request to borrow up to $30 million of postpetition financing. The Debtors add that they were also unable to obtain entry of a court order in the Bahamas extending the automatic stay to secured and unsecured creditors in the Bahamas within seven days of the Petition Date, which effectively functioned as an additional condition precedent to funding under the DIP Facility. Given the absence of the Bahamas Approvals and to nevertheless fund DIP advances to the Debtors, the DIP Lender provided funding waivers to the Debtors and agreed to certain limited modifications to the structure of the DIP Facility to avoid the requirement of The Bahamas Approvals. The DIP Lender has advanced $14.936 million in DIP Loans to the Debtors pursuant to certain promissory notes to meet certain of the Debtors' approved and budgeted expenses. Due to the absence of The Bahamas Approvals, under the modified structure, the advances made to Northshore are currently the obligations of Northshore alone and are secured only by the assets of Northshore located outside of The Bahamas. The modifications to the structure of the DIP Facility nevertheless will allow for proceeds of the DIP Facility to be advanced by Northshore to certain other Debtors, which obligations will be memorialized by an intercompany promissory note, the Debtors assert. In addition, in the event that The Bahamas Approvals are obtained, each Debtor will be obligated to guarantee the advances under the DIP Facility and provide a security interest in substantially all of its assets to the DIP Lender to support the obligations. The Debtors are represented by: Laura Davis Jones, Esq. James E. O’Neill, Esq. Colin R. Robinson , Esq. Peter J. Keane, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 Email: ljones@pszjlaw.com joneill@pszjlaw.com crobinson@pszjlaw.com pkeane@pszjlaw.com -- and -- Paul S. Aronzon, P.C., Esq. Mark Shinderman, P.C., Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 601 S. Figueroa Street, 30th Floor Los Angeles, CA 90017 Tel: (213) 892-4000 Fax: (213) 629-5063 Email: paronzon@milbank.com mshinderman@milbank.com -- and -- Tyson M. Lomazow, P.C., Esq. Thomas J. Matz, P.C., Esq. Steven Z. Szanzer, P.C., Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 28 Liberty Street New York, NY 10005 Tel: (212) 530-5000 Fax: (212) 530-5219 Email: tlomazow@milbank.com tmatz@milbank.com sszanzer@milbank.com About Baha Mar Orlando, Florida-based Northshore Mainland Services Inc., Baha Mar Enterprises Ltd., and their affiliates sought protection under Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. D.Del., Case No. 15-11402). Baha Mar owns, and is in the final stages of developing, a 3.3 million square foot resort complex located in Cable Beach, Nassau, The Bahamas. The case is assigned to Judge Kevin J. Carey. The Debtors are represented by Paul S. Aronzon, Esq., and Mark Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz, Esq., and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York. The Debtors' Delaware counselare Laura Davis Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The Debtors' Bahamian counsel is Glinton Sweeting O'Brien. The Debtors' special litigation counsel is Kobre & Kim LLP. The Debtors' construction counsel is Glaser Weil Fink Howard Avchen & Shapiro LLP. The Debtors' investment banker and financial advisor is Moelis Company LLC. The Debtors' claims and noticing agent is Prime Clerk LLC. BAHA MAR: Objects to Bids to Dismiss Ch. 11 Cases ------------------------------------------------- Northshore Mainland Services Inc. and its debtor affiliates filed object to CCA Bahamas, Ltd., and the Export-Import Bank of China's motions to dismiss the Chapter 11 cases. The Debtors assert that CCA and the CEXIM seek the dismissal of the Chapter 11 cases to further their own pecuniary interests. The Debtors tell the Court that, in the case of CCA, the CCA Dismissal Motion is nothing more than an attempt to escape the possible rejection of the Master Construction Contract, the Bankruptcy Rule 2004 investigation into their conduct, and possible affirmative claims against them. In the case of CEXIM Bank, the CEXIM Dismissal Motion is an endeavor to do away with the continued imposition of the stay that precludes it from owning the Project free and clear by foreclosing on its security interests and eliminating all other claims and interests, the Debtors further assert. The Official Committee of Unsecured Creditors joins in the Debtors' objection and explains that the best interests of creditors and the debtors are served by maintaining the Chapter 11 cases. Styleworks, LLC, also supports the Debtors’s objection incorporates all of the arguments set forth in the objections. In response, CEXIM argued that its motion to dismiss outlines the numerous reasons the Bahamian Debtors are unable to successfully reorganize under chapter 11, including, among others, their inability to adequately fund the chapter 11 cases, their inability to compel foreign contract counterparties to continue to perform postpetition, the inability to sell assets located in The Bahamas pursuant to section 363 of the Bankruptcy Code, and their inability to enforce a confirmation order and any discharge under the Bankruptcy Code. Stafford-Smith, Inc., joins in CCA's Motion to Dismiss, claiming that the fact that the Bahamas Supreme Court has ruled that it will not recognize the jurisdiction of this Court as to property and assets in the Bahamas, makes it virtually impossible for this Debtor to reorganize in a Chapter 11, as this Court may not be able to aid in the administration of the Debtor’s principal assets, including the Project, which are all located in the Bahamas. The Debtors are represented by: Laura Davis Jones, Esq. James E. O’Neill, Esq. Colin R. Robinson , Esq. Peter J. Keane, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 Email: ljones@pszjlaw.com joneill@pszjlaw.com crobinson@pszjlaw.com pkeane@pszjlaw.com -- and -- Paul S. Aronzon, P.C., Esq. Mark Shinderman, P.C., Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 601 S. Figueroa Street, 30th Floor Los Angeles, CA 90017 Tel: (213) 892-4000 Fax: (213) 629-5063 Email: paronzon@milbank.com mshinderman@milbank.com -- and -- Tyson M. Lomazow, P.C., Esq. Thomas J. Matz, P.C., Esq. Steven Z. Szanzer, P.C., Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 28 Liberty Street New York, NY 10005 Tel: (212) 530-5000 Fax: (212) 530-5219 Email: tlomazow@milbank.com tmatz@milbank.com sszanzer@milbank.com The Official Committee of Unsecured Creditors is represented by: Christopher M. Samis, Esq. L. Katherine Good, Esq. WHITEFORD, TAYLOR & PRESTON LLC The Renaissance Centre, Suite 500 405 North King Street Wilmington, Delaware 19801 Tel: (302) 353-4144 Email: csamis@wtplaw.com kgood@wtplaw.com -- and -- Lawrence C. Gottlieb, Esq. Jeffrey L. Cohen, Esq. Richelle Kalnit, Esq. Jeremy Rothstein, Esq. COOLEY LLP 1114 Avenue of the Americas New York, New York 10036 Tel: (212) 479-6000 Email: lgottlieb@cooley.com jcohen@cooley.com rkalnit@cooley.com jrothstein@cooley.com Styleworks, LLC is represented by: William D. Sullivan, Esq. William A. Hazeltine, Esq. Elihu E. Allinson III, Esq. SULLIVAN ∙ HAZELTINE ∙ ALLINSON LLC 901 North Market Street, Suite 1300 Wilmington, DE 19801 Tel: (302) 428-8191 Fax: (302) 428-8195 E-mail: whazeltine@sha-llc.com -- and -- Elizabeth Berke-Dreyfuss, Esq. WENDEL, ROSEN, BLACK & DEAN LLP 1111 Broadway, 24th Floor Oakland, CA 94607 Phone: (510) 834-6600 Fax: (510) 834-1928 Email: edreyfuss@wendel.com The Export-Import Bank of China is represented by: Robert J. Dehney, Esq. Curtis S. Miller, Esq. Erin R. Fay, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street P.O. Box 1347 Wilmington, DE 19899-1347 Tel: (302) 658-9200 Fax: (302) 658-3989 –- and -- Gary T. Holtzer, Esq. Alfredo R. Pérez, Esq. Robert J. Lemons, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Stafford-Smith, Inc. is represented by: Katharine L. Mayer, Esq. McCARTER & ENGLISH LLP Renaissance Centre 405 North King Street, 8th Floor Wilmington, DE 19801 Tel: (302) 984-6300 Email: kmayer@mccarter.com -- and -- Thomas G. King, Esq. KREIS,ENDERLE, HUDGINS & BOROS, PC PO Box 4010 Kalamazoo, MI 49003-4010 Tel: (269) 324-3000 Email: tking@kreisenderle.com About Baha Mar Orlando, Florida-based Northshore Mainland Services Inc., Baha Mar Enterprises Ltd., and their affiliates sought protection under Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. D.Del., Case No. 15-11402). Baha Mar owns, and is in the final stages of developing, a 3.3 million square foot resort complex located in Cable Beach, Nassau, The Bahamas. The case is assigned to Judge Kevin J. Carey. The Debtors are represented by Paul S. Aronzon, Esq., and Mark Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz, Esq., and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York. The Debtors' Delaware counsel are Laura Davis Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The Debtors' Bahamian counsel is Glinton Sweeting O'Brien. The Debtors' special litigation counsel is Kobre & Kim LLP. The Debtors' construction counsel is Glaser Weil Fink Howard Avchen & Shapiro LLP. The Debtors' investment banker and financial advisor is Moelis Company LLC. The Debtors' claims and noticing agent is Prime Clerk LLC. BAHA MAR: Rosewood Hotels Wants to Terminate License ---------------------------------------------------- Khrisna Virgil at Tribune 242 reports that Rosewood Hotels and Resorts International filed on Wednesday a motion to terminate its license with Baha Mar resort on the West Bay Street. The report says that a hearing on the motion is set for Sept. 18, 2015. Rosewood Hotels insisted in court filings that the Resort's Chapter 11 filing is a default under the license agreement and other Rosewood Hotel agreements. According to court documents, Rosewood Hotels claimed that the Resort did not have the money to uphold obligations under its agreement, and that the Resort was not upfront in revealing the true ownership of the land on which it is built. "As a material inducement for Rosewood to enter into the Rosewood Hotel Agreements, Baha Mar represented and warranted to Rosewood that Baha Mar owns the Land. However, Baha Mar has told Rosewood that it does not in fact own the Land, and, a preliminary search performed on Aug. 14, 2015, of The Bahamas Registry of Records reflected that Baha Mar did not own any real property when it entered into the Rosewood Hotel Agreements and still does not. Therefore, Baha Mar has incurably defaulted under the Licence Agreement and the Hotel Management Agreement," Rosewood Hotel said in the court documents. Rosewood Hotels further claims in court documents that the Resort: (a) has extremely limited access funding to perform its obligation under the Rosewood Hotel agreement and in fact it is not timely performing its obligation to Rosewood under the Rosewood Hotel agreements; (b) almost immediately defaulted on its DIP loan agreement as a result of the failure by the Resort to have obtained the approval by the Central Bank of The Bahamas, among other things; (c) has incurred numerous defaults under the various Rosewood Hotel agreements, many of which are incurable; (d) is in violation of its representation and warranty to Rosewood Hotel that it owns the real property on which the hotel and associated residences are situated and construction of the hotel has ceased for more than 30 consecutive days; and (e) failed to pay both the rank and file employees and the senior executives at the hotel, who are needed to run the hotel and has failed to reimburse Rosewood for pre-petition and post-petition fees and expenses due under the Rosewood Hotel agreements. Rosewood Hotels' motion was in direct response to government's decision to oppose the Resort's Chapter 11 bankruptcy action which was filed on June 29, 2015, in the U.S., Tribune 242 states, citing Robert Sands, the Resort's senior vice president of government and external affairs. Danny King at Travel Weekly relates that Rosewood Hotel was not listed among Baha Mar Enterprises Ltd.'s 20 largest creditors in its June bankruptcy filing. Bahamas Gov't Wants Liquidators Appointed Lamech Johnson at Tribune 242 reports that a hearing for Justice Ian Winder of the Supreme Court of the Commonwealth of the Bahamas to consider the government's winding up petition for the appointment of provisional liquidators to speed up completion of the stalled Baha Mar development will be held on Sept. 4, 2015. Tribune 242 says that provisional liquidators could be appointed from Ernst and Young, though an issue of a potential conflict had raised in an affidavit filed by the petitioners and addressed by Baha Mar's legal team on Aug. 20, 2015. Tribune 242 relates that Baha Mar's Queen's Counsel James Corbett and fellow QC, Maurice Glinton, argued during the Aug. 21, 2015 proceedings that Justice Winder was duty bound to void the proceedings having been notified on Wednesday that the government's filed petition was allegedly in breach of Order 24 (1) of the Companies Liquidation Rules (CLR). According to the report, the government's attorney, Peter Knox, QC, told the judge on Wednesday that seven new petitions had been filed against Baha Mar in addition to the original one. The report adds that the government is seeking to wind up Baha Mar Ltd, Baha Mar Land Holdings Ltd, Baha Mar Properties Ltd, BMP3 (Wyndham Hotel) Ltd, BMP Golf Ltd, Cable Beach Resorts Ltd and Baha Mar Enterprises Ltd on the basis that it is owed upwards to $59 million by the companies. Tribune 242 states that Mr. Corbett expressed skepticism that the government's bid for the appointment of the liquidators was merely to have them make arrangements between the parties to speed up the resort's completion. Mr. Knox, Tribune 242 reports, maintained that the respondent companies "are undoubtedly insolvent and have been for two months . . . . Every day that passes, creditors interests are at risk." The public interest was also at risk with international credit rating agencies suggesting a downgrade in the country's credit rating if Baha Mar's dilemma is not immediately resolved, Tribune 242 states, citing Mr. Knox. Dionisio D'Aguilar, the Superwash president and a director at the stalled $3.5 billion Cable Beach resort development, said that the ongoing Baha Mar dispute was "not making people excited about investing in our economy," Natario McKenzie at Tribune 242 relates. About Baha Mar Orlando, Florida-based Northshore Mainland Services Inc., Baha Mar Enterprises Ltd., and their affiliates sought protection under Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. D.Del., Case No. 15-11402). Baha Mar owns, and is in the final stages of developing, a 3.3 million square foot resort complex located in Cable Beach, Nassau, The Bahamas. The case is assigned to Judge Kevin J. Carey. The Debtors are represented by Paul S. Aronzon, Esq., and Mark Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz, Esq., and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York. The Debtors' Delaware counselare Laura Davis Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The Debtors' Bahamian counsel is Glinton Sweeting O'Brien. The Debtors' special litigation counsel is Kobre & Kim LLP. The Debtors' construction counsel is Glaser Weil Fink Howard Avchen & Shapiro LLP. The Debtors' investment banker and financial advisor is Moelis Company LLC. The Debtors' claims and noticing agent is Prime Clerk LLC. BIRMINGHAM COAL: Adeq. Protection for Use of Mineral Leases Sought ------------------------------------------------------------------ The Ad Hoc Committee of Debenture Holders, on behalf of themselves and similarly situated creditors, also known as Debenture Holders, asks the U.S. Bankruptcy Court for the Northern District of Alabama to compel Birmingham Coal & Coke Company, Inc., to provide adequate protection of the Debenture Holders' interest in Debtors' mineral leases and operating equipment that is declining in value due to the Debtors' continued use and consumption of such collateral. The Debtors' mineral leases and operating equipment constitutes the principal collateral securing repayment of the Debentures issued by CanAm Coal Corp. to finance the purchase made by Radar USA Hold Corp. of 80% of the shares of stock of Birmingham Coal & Coke, Inc., as well as 80% of the shares of stock of Cahaba Contracting & Reclamation, LLC. The mineral leases are located in the Counties of Winston, Marion, Franklin, Jefferson, and Walter in Alabama. Bill Bensinger, Esq., at Christian & Small, LLP, in Birmingham, Alabama, tells the Court that a mineral lease foreclosed on the day before it terminates is worth, presumably, virtually nothing. He further tells the Court that this fact, alone, entitles the Debenture Holders to adequate protection. The Ad Hoc Committee of Debenture Holders is represented by: Bill D. Bensinger, Esq. Daniel D. Sparks, Esq. William L. Thuston, Esq. CHRISTIAN & SMALL, LLP 1800 Financial Center 505 North 20th Street Birmingham, Alabama 35203 Telephone: (205)250-6626 Facsimile: (205)328-7234 E-mail: bdbensinger@csattorneys.com ddsparks@csattorneys.com wlthuston@csattorneys.com About Birmingham Coal Birmingham Coal & Coke Company, Inc. produces and markets coal to industrial, utility and export markets. It owns and operates three coal mines with an average annual coal production of approximately 480,000 tons. The company also offers coal brokerage services. Birmingham Coal & Coke Company, Inc. was founded in 2000 and is based in Birmingham, Alabama. As of May 9, 2011, Birmingham Coal operates as a subsidiary of CanAm Coal Corp. On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting & Reclamation LLC, and RAC Mining LLC each filed a voluntary petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case No. 15-02075) in Birmingham, Alabama. The Debtors tapped Jones Walker LLP as counsel. Birmingham Coal and Cahaba Contracting each estimated $10 million to $50 million in assets and debt. RAC Mining estimated $1 million to $10 million in assets and debt. BIRMINGHAM COAL: Has Interim Approval to Pay Regions ---------------------------------------------------- Birmingham Coal & Cole Company, Inc., and its affiliated debtors sought from the U.S. Bankruptcy Court for the Northern District of Alabama approval to pay adequate protection to Regions Equipment Finance Corporation, Regions Bank and Regions Commercial Equipment Finance, LLC, as to the equipment which constitutes collateral of Regions. The Debtors have these obligations to Regions, evidenced by numerous financing documents: (1) BCC/Cahaba Contracting and Reclamation, LCC Equipment Financing Facility; (2) $3.5 million BCC/CCR Revolver; (3) $1.5 million BCC/CCR Bridge Loan; and (4) $500K RAC Revolving Loan. The Debtors had granted Regions a first priority lien on and security interest in and to all of their rights, title and interests in and to all of the Debtors' respective equipment, accounts, account receivable and inventory, including proceeds thereof, with the exception of certain equipment secured by purchase money security interests and certain certified vehicles. As of the Petition Date, the amounts due and owing to Regions under the financing documents are as follows: (a) Aggregate unpaid principal on the Financing Documents in the amount of $15,942,770; (b) Accrued but unpaid interest on the Financing Documents as of the Petition Date in the amount of $62,572 and contractual pre-payment penalties of $368,340; (c) Un-liquidated, accrued and unpaid fees and expenses of Regions and its professionals incurred through the Petition Date, which amounts will be reimbursed to Regions through the Budget. (d) In addition to the above amounts, there are three unfunded Letters of Credit outstanding, as follows: (i) $301,936 (ii) $1,429,793 (iii) $37,374 Mark A. Mintz, Esq., at Jones Walker LLP, in New Orleans, Los Angeles, relates that pursuant to the Court's Interim Cash Collateral Order and its Second Interim Cash Collateral Order, the parties agreed upon a budget which allowed for Regions to be paid the following amounts on its various loans: Regions #1 $290,772 Regions #2 $61,068 Line of Credit $6,667 $1.5 MM Note $6,250 Mr. Mintz tells the Court that the budget provided for payments to commence to Regions in June, but those payments were not made. Mr. Mintz further tells the Court that Regions also deferred a pre-petition payment made on Regions #1 and Regions #2 in the aggregate amount of $351,840, in order to allow the Debtors to enter the chapter 11 cases with sufficient working capital. He adds that an appraisal, which has been ordered, will be made available by July 20, 2015, to the Debtors' counsel and the Unsecured Creditor's Committee. He says that this will bear upon the amount of adequate protection. Mr. Mintz tells the Court that since Regions has not been paid postpetition, the parties desire to memorialize the payment amounts as adequate protection for Regions and its interest in the equipment, subject to any changes warranted by the appraisal or otherwise. The Official Consolidated Unsecured Creditor's Committee objected to the proposed adequate protection payments to Regions. It alleged that Regions Bank recently obtained an appraisal on the equipment collateral securing its claim, which placed a fair market value on the collateral at approximately $13.4 million. It further alleged that the proposed payment in excess of $350,000 is unreasonable considering the Debtor's current cash situation as reflected in the budget in the Second Interim Cash Collateral Order. Marvin E. Franklin, Esq., at Najjar Denaburg, P.C., tells the Court that Regions is only entitled to adequate protection for the diminution in value of its collateral during the reorganization proceeding. He notes that the proposed adequate protection payment is the contract payment due Regions and exceeds the amount necessary to compensate for the decreased value of their collateral during the chapter 11 case. Mr. Franklin further tells the Court that the Creditors' Committee avers that a payment of $250,000 per month would provide adequate protection to Regions until the next hearing on the Second Interim Cash Collateral Order. * * * U.S. Bankruptcy Judge Tamara O. Mitchell entered an interim order, ruling that Regions is entitled to receive adequate protection on account of its interests in the equipment. Judge Mitchell likewise authorized the Debtors to remit two payments of $300,000, one due on or before July 31, 2015, and one due on or before Aug. 26, 2015 and to apply each of these payments to the Equipment Debt principal. A final hearing on the Motion is scheduled for Sept. 2, 2015 at 10:30 am. About Birmingham Coal Birmingham Coal & Coke Company, Inc. produces and markets coal to industrial, utility and export markets. It owns and operates three coal mines with an average annual coal production of approximately 480,000 tons. The company also offers coal brokerage services. Birmingham Coal & Coke Company, Inc. was founded in 2000 and is based in Birmingham, Alabama. As of May 9, 2011, Birmingham Coal operates as a subsidiary of CanAm Coal Corp. On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting & Reclamation LLC, and RAC Mining LLC each filed a voluntary petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case No. 15-02075) in Birmingham, Alabama. The Debtors tapped Jones Walker LLP as counsel. Birmingham Coal and Cahaba Contracting each estimated $10 million to $50 million in assets and debt. RAC Mining estimated $1 million to $10 million in assets and debt. BIRMINGHAM COAL: Reys, P3 Sue to Claim Radar Stake -------------------------------------------------- In an adversary proceeding, Edwin De Reys and P3 Strategy and Consulting Corp., for themselves and for the ratable benefit of the holders of certain secured debentures issued by CanAm Coal Corp., ask the U.S. Bankruptcy Court for the Northern District of Alabama, Southern Division, to enter a ruling declaring them as owners of certain shares of stock of Birmingham Coal & Coke, Inc.. Radar USA Hold Corp. purchased 50% of the shares of stock from Birmingham Coal & Coke, Inc. and Cahaba Contracting & Reclamation, LLC. Radar's purchase of the stocks were financed by CanAm, which issued certain debentures in the total principal amount of $11.5 million, due in 2014. Radar purchased an additional 30% of the shares of stock from BCC and CCR, which were likewise financed by CanAm. For the second purchase, CanAm issued 9.5% unsecured debentures due August 7, 2016, in the principal amount of $13.165 million. On May 23, 2014, CanAm issued 12% secured debentures due May 23, 2018, in the maximum principal amount of $14 million, for the primary purpose of refinancing CanAm's obligations under the 2014 Debentures, which matured in May 2014. Pursuant to the 2018 Debentures, CanAm was to negotiate with the Debenture Holders to provide them with final security for the Debentures. Radar agreed to grant the Debenture Holders security for the Debentures and on May 23, 2014, it executed and delivered to the Debenture Holders a Pledge and Security Agreement, wherein Radar granted the Debenture Holders a security interest in and lien on the Equity Interests in BCC, CCR and RAC Mining, LLC, in which Radar currently holds 100% of the membership interests. As partial security for CanAm's obligations to the Debenture Holders, BCC executed a Leasehold Mortgage wherein BCC granted the holders of the 2018 Debentures a mortgage interest in and lien on certain leasehold estates and mineral rights located on or in five counties in Alabama: Wisconsin, Marion, Franklin, Jefferson, and Walker Counties. Also as partial security for CanAm's obligations to the Debenture Holders, Debtors Birmingham Coal & Coke, Inc., et. al., executed an Equipment Security Agreement whereby the Debtors granted the Debenture Holders a security interest in and lien on the Debtors' equipment. Bill Bensinger, Esq., at Christian & Small, LLP, in Birmingham, Alabama, tells the Court that CanAm defaulted under the terms of the Debentures by failing to duly and punctually pay principal and interest in accordance with the Debentures. Mr. Bensinger narrates that on May 22, 2015, the Debenture Holders served CanAm with a notice of default and on June 17, 2015, they served Radar with a demand to deliver the Equity Securities. He further tells the Court that Radar has failed and refused o turn over the Equity Securities to the Debenture Holders. Mr. Bensinger adds that despite repeated lawful demands, Radar has failed and refused to deliver the Equity Interests to the Plaintiffs, for themselves, and for the ratable benefit of the Holders. Edwin De Reys and P3 Strategy and Consulting Corp. are represented by: Bill D. Bensinger, Esq. Daniel D. Sparks, Esq. William L. Thuston, Esq. CHRISTIAN & SMALL, LLP 1800 Financial Center 505 North 20th Street Birmingham, Alabama 35203 Telephone: (205)250-6626 Facsimile: (205)328-7234 Email: bdbensinger@csattorneys.com ddsparks@csattorneys.com wlthuston@csattorneys.com About Birmingham Coal & Coke Company, Inc. Birmingham Coal & Coke Company, Inc. produces and markets coal to industrial, utility and export markets. It owns and operates three coal mines with an average annual coal production of approximately 480,000 tons. The company also offers coal brokerage services. Birmingham Coal & Coke Company, Inc. was founded in 2000 and is based in Birmingham, Alabama. As of May 9, 2011, Birmingham Coal operates as a subsidiary of CanAm Coal Corp. On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting & Reclamation LLC, and RAC Mining LLC each filed a voluntary petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case No. 15-02075) in Birmingham, Alabama. The Debtors tapped Jones Walker LLP as counsel. Birmingham Coal and Cahaba Contracting each estimated $10 million to $50 million in assets and debt. RAC Mining estimated $1 million to $10 million in assets and debt. BOOMERANG SYSTEMS: Aug. 27 Meeting Set to Form Creditors' Panel --------------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on August 27, 2015, at 10:00 a.m. in the bankruptcy case of Boomerang Systems, Inc.. The meeting will be held at: J. Caleb Boggs Federal Building 844 King St., Room 2112 Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. BOOMERANG TUBE: Court Sets Claims Bar Dates ------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware, on July 20, 2015, entered an order establishing 5:00 p.m. on the date which is 35 days after the service date, as the deadline for any individual or entity to file proofs of claim against Boomerang Tube, LLC, et al. The Court also set Dec. 7, 2015, at 5:00 p.m., as the governmental unit bar date. Proofs of claim must be submitted to the Debtors' claims agent, in this address: Donlin, Recano & Company, Inc. RE: Boomerang Tube, LLC, et al., P.O. Box 199001 Blythebourne Station Brooklyn, NY 11219 or (ii) by courier, hand delivery or overnight delivery at this address: Donlin, Recano & Company, Inc. RE: Boomerang Tube, LLC, et al., 6201 15th Avenue Brooklyn, NY 11219 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 Debtor disclosed $272,205,337 in assets and $300,375,946 in liabilities as of the Chapter 11 filing. 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. On June 30, 2015, the Debtor filed a bankruptcy-exit plan and explanatory disclosure statement. The U.S. Trustee overseeing the Chapter 11 case appointed five creditors to serve on an official committee of unsecured creditors. The Committee is represented by Brown Rudnick LLP., and Morris, Nichols, Arsht & Tunnel LLP. BOOMERANG TUBE: UST, DIP Agent Balk at Brown Rudnick Retention -------------------------------------------------------------- Andrew R. Vara, the Acting U.S. Trustee for Region 3, objected to the application of the Official Committee of Unsecured Creditors in the Chapter 11 cases of Boomerang Tube, LLC, et al., to retain Brown Rudnick LLP as co-counsel, nunc pro tunc to June 19, 2015. The U.S. Trustee said that Brown Rudnick sought to be paid from the Debtors' estates for any fees, costs or expenses, arising out of the successful defense of any fee application by Brown Rudnick in the bankruptcy cases in response to any objection to its fees or expenses. The U.S. Trustee asserts that the fee defense provisions violate the Code, ignore the express directives of the U.S. Supreme Court, and are otherwise unreasonable. The U.S. Trustee notes that the Supreme Court has held that Section 330(a) does not authorize a court to approve a law firm's fee for litigating its fee application. Cortland Capital Market Services LLC, in its capacity as administrative and collateral agent to the Term Lenders and the Term DIP Lenders, concurs with and joined the objection of the U.S. Trustee to the application to retain Brown Rudnick. Cortland objects to the entry of an order approving the retention of Brown Rudnick that would require the Debtors to indemnify Brown Rudnick for any fees accrued in the process of defending or prosecuting fee applications. The Committee Application The Committee, in its application, noted that Brown Rudnick, will, among other things: a. assist the Committee in preparing the applications, motions, memoranda, proposed orders, and other pleadings as may be required in support of positions taken by the Committee, including all trial preparation as may be necessary; b. confer with the professionals retained by the Debtors and other parties-in-interest, well as with such other professionals as may be selected and employed by the Committee; c. coordinate the receipt and dissemination of information prepared by and received from the Debtors' professionals, well as the information as may be received from professionals engaged by the Committee or other parties-in-interest in the cases. It is anticipated that the primary attorneys who will represent the Committee are Steven D. Pohl (whose current hourly rate is $1,070), Bennett S. Silverberg (whose current hourly rate is $885) and Sunni P. Beville (whose current hourly rate is $820). Other Brown Rudnick attorneys or paraprofessionals will from time to time provide legal services on behalf of the Committee in connection with these matters herein described. The hourly rates for Brown Rudnick attorneys and paraprofessionals are in effect, but are subject to periodic adjustments: Attorney $415 - $1,240 Paraprofessional $285 - $345 Mark DiGirolamo, the authorized representative of Nucor Corporation, and chairman of the Committee, submitted a declaration in support of the application. 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 Debtor disclosed $272,205,337 in assets and $300,375,946 in liabilities as of th Chapter 11 filing. 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. Boomerang Tube disclosed $272,205,337 in assets and $300,375,946 in liabilities as of the Capter 11fiing On June 30, 2015, the Debtor filed a bankruptcy-exit plan and explanatory disclosure statement. The U.S. Trustee overseeing the Chapter 11 case appointed five creditors to serve on an official committee of unsecured creditors. The Committee is represented by Brown Rudnick LLP., and Morris, Nichols, Arsht & Tunnel LLP. BRANTLEY LAND: Court Approves Hiring of Brown Readdick as Counsel ----------------------------------------------------------------- Brantley Land & Timber Company, LLC sought and obtained permission from the Hon. John S. Dalis of the U.S. Bankruptcy Court for the Southern District of Georgia to employ Brown, Readdick, Bumgartner, Carter, Strickland & Watkins, LLP as counsel. The Debtor requires Brown Readdick to: (a) advise the Debtor on the conduct of the case, including all of the legal and administrative requirements of operating in Chapter 11; (b) prepare administrative and procedural applications and motions as may be required for the sound conduct of the case; (c) prosecute and defend litigation that may arise during the course of the case; (d) consult with the Debtor concerning and participate in the formulation, negotiation, preparation and filing of a plan or plans of reorganization and disclosure statements to accompany the plans; (e) review and object to claims; (f) analyze, recommend, prepare and bring any cause of action created under the Bankruptcy Code; (g) take all steps necessary and appropriate to bring the case to a conclusion; and (h) perform the full range of services normally associated with matters such as this which the Firm is in a position to provide. Brown Readdick will be paid at these hourly rates: Richard K. Strickland $250-$325 Legal Assistants, Paralegals and Support Staff $75-$120 Brown Readdick will also be reimbursed for reasonable out-of-pocket expenses incurred. Brown Readdick received $20,000 retainer from the Debtor. Prior to the bankruptcy filing, Brown Readdick was paid $12,925 during the year prior to filing plus $1,075 from the retainer fro work performed in preparation for the bankruptcy filing. $18,925 remains on hand and is being held in Brown Readdick's IOLTA account to apply to future invoices, as and when approved by the Court. Richard K. Strickland, partner of Brown Readdick, 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. Brown Readdick can be reached at: Richard K. Strickland, Esq. BROWN, READDICK, BUMGARTNER, CARTER, STRICKLAND & WATKINS, LLP 5 Glynn Avenue Brunswick, GA 31520 Tel: (912) 264-8544 Fax: (912) 264-9667 Brantley Land & Timber Company, LLC, a real estate developer in Brantley County, Georgia, has filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ga. Case No. 15-20584) in Brunswick, Georgia, on July 16, 2015. The Debtor, which is controlled by the receiver, tapped McCallar Law Firm as counsel. BRANTLEY LAND: Court Okays Hiring of Schell & Hogan as Accountant ----------------------------------------------------------------- Brantley Land & Timber Company, LLC sought and obtained permission from the Hon. John S. Dalis of the U.S. Bankruptcy Court for the Southern District of Georgia to employ Jerry W. Harper and Schell & Hogan, LLP as receiver and accountant. The Debtor requires Mr. Harper and Schell & Hogan to provide these services: (a) administration, accounting and tax services; and (b) perform the full range of services normally associated with matters such as this which the firm is in a position to provide. Administrative include receiving and processing of payments, mortgage balances, releases for lot owners, responding to telephone calls, correspondence and related activities. Mr. Harper and Schell & Hogan will be paid at these hourly rates: Jerry Harper $185 Partners $185 Assistants, Accountants and Support Staff $52-$158 Schell & Hogan will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Harper 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. Schell & Hogan can be reached at: Jerry W. Harper SCHELL & HOGAN, LLP 101 Plantation Chase St Simons Island, GA 31522 Tel: (912) 638-9031 Fax: (912) 638-7711 E-mail: jerry@schellhogan.com Brantley Land & Timber Company, LLC, a real estate developer in Brantley County, Georgia, has filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ga. Case No. 15-20584) in Brunswick, Georgia, on July 16, 2015. The Debtor, which is controlled by the receiver, tapped McCallar Law Firm as counsel. BRUSH CREEK: Stay Lifted for HOA to Foreclose on Property --------------------------------------------------------- The United States Bankruptcy Court for the District of Colorado lifted the automatic stay imposed in the Chapter 11 case of Brush Creek Airport, LLC, to allow Michael J. Guyerson, on behalf of Buckhorn Ranch Association, Inc., to foreclose on and take possession and control of 97 Real Estate Lots within the Buckhorn Ranch Subdivision and proceed with the liquidation of claims involving the Debtor or the Debtor's estate pursuant to certain proceedings. The Court overruled the objection raised by the Debtor, which asserted that HOA's Stay Relief Motion should be denied because any postpetition administrative claim owed to the association should be set-off against a prepetition receivable owed by the association to the Debtor under Sections 553 or 558 of the Bankruptcy Code and applicable state law. The amounts claimed to be due and owing by the HOA are not permissible under applicable state law -- the Colorado Common Interest Ownership Act, the Debtor argued. The Debtor is represented by: Harvey Sender, Esq. David J. Warner, Esq. SENDER WASSERMAN WADSWORTH, P.C. 1660 Lincoln Street, Suite 2200 Denver, Colorado 80264 Tel: (303)296-1999 Fax: (303)296-7600 Email:dwarner@sww-legal.com About Brush Creek Airport Brush Creek Airport, LLC, is the real estate developer of the Buckhorn Ranch Subdivision in unincorporated Gunnison County, near Crested Butte, Colorado. The Buckhorn Ranch Subdivision consists of 249 lots and features a private airstrip and fishing and recreational licenses for a portion of the Upper East River. It owns 97 improved lots in the Buckhorn Ranch Subdivision that are available for construction, but upon which no homes have been built. It also owns the Upper East River Water Company, LLC, which provides water taps for lots and water services for homes in the subdivision. Brush Creek Airport, LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Col. Case No. 14-14630) in Denver on April 10, 2014. The Debtor estimated assets of $10 million to $50 million and debt of $1 million to $10 million. The Debtor has employed Sender Wasserman Wadsworth, P.C. as counsel and 5280 Accounting Services, LLC, as accountants and bookkeepers. BTB CORPORATION: Hires Albert Tamarez Vasquez as Accountant ----------------------------------------------------------- BTB Corporation asks for permission from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Albert Tamarez Vasquez, CPA, CIRA as accountant. The Debtor requires the accounting firm to: (a) reconcile financial information to assist Debtor in the preparation of monthly operating reports; (b) assist in the reconciliation and clarification of proof of claims filed and amount due to creditors; (c) provide general accounting and tax services to prepare year-end reports and income tax preparation, if necessary; and (d) assist Debtor and Debtor's counsel in the preparation of the supporting documents for the Chapter 11 Reorganization Plan. The accounting firm will be paid at these hourly rates: Albert Tamarez-Vasquez $150 CPA Supervisor $100 Senior Accountant $85 Staff Accountant $65 The accounting firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received a retainer in this case in the amount of $5,000, which sum is generated by the Debtor from the regular operations of the business. Albert Tamarez-Vasquez 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 accounting firm can be reached at: Albert Tamarez-Vasquez, CPA, CIRA First Federal Saving Building 1519 Ave Ponce de Leon, Ste. 412 San Juan, PR 00909-1723 Tel: (787) 795-2855 Fax: (787) 200-7912 E-mail: atamarez@tamarezcpa.com 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. BULK PETROLEUM: 7th Circ. Requires KDOR to Pay $775K Tax Refund --------------------------------------------------------------- The United States Court of Appeals for the Seventh Circuit required the Kentucky Department of Revenue to pay Bulk Petroleum Corporation a tax refund in the amount of $774,961. On May 8, 2009, Bulk filed an adversary proceeding against KDOR, seeking a refund of the excise taxes it allegedly paid while it had no license. Its Kentucky license was revoked on October 31, 2006 and reinstated on August 3, 2007. During the revocation period, Bulk's upstream suppliers in Louisville, Marathon and BP, were including on their bills to Bulk a line item representing the Kentucky fuel tax on all of the gasoline Bulk brought from them even for gasoline that was delivered to customers outside Kentucky. Bulk maintained that the this gasoline was not subject to Kentucky's fuel tax. KDOR maintained that because Bulk was unlicensed during that period, it was not a "taxpayer" within the meaning of the state statute and thus is not entitled to refund from the state. KDOR argued that Bulk's suppliers simply charged a higher price for the gasoline they sold to Bulk during the revocation period, and that the fact that some of the money went to the state as a tax did not make Bulk the taxpayer. The Seventh Circuit held that to the extent that the gasoline BP and Marathon sold to Bulk is destined for out-of-state final purchasers, a refund is due to the entity that bears the tax. The Seventh Circuit concluded that that entity was Bulk. The court explained that under the law, BP and Marathon merely operated as state tax collectors with respect to the Kentucky gasoline tax, and held the tax monies collected from Bulk in trust for the state and had a duty to turn over those amounts to the state. The appeals case is IN RE: BULK PETROLEUM CORP. AND BULK PETROLEUM KENTUCKY PROPERTIES, LLC, Debtors-Appellants, OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF BULK PETROLEUM CORP., et al., Intervening Appellant, BANK OF SUN PRAIRIE, Intervening Appellant, v. KENTUCKY DEPARTMENT OF REVENUE, Defendant-Appellee, NO. 13-1870 (7th Cir.) A copy of the Seventh Circuit's July 31, 2015 opinion is available at http://is.gd/uID7Biat Leagle.com. About Bulk Petroleum Mequon, Wisconsin-based Bulk Petroleum Corp. supplies gasoline to over 200 gas stations throughout the Midwest. It buys gasoline from oil companies and then sells it to individual gas stations. The Company, along with affiliates, sought Chapter 11 protection (Bankr. E.D. Wis. Case No. 09-21782) on Feb. 18, 2009. Jerome R. Kerkman, Esq., at Kerkman & Dunn in Milwaukee, Wis., assists the Debtors in their restructuring effort. Bulk Petroleum estimated $50 million to $100 million in assets and $50 million to $100 million in debts as of the Chapter 11 filing. Bulk Petroleum's debtor-affiliates that filed separate Chapter 11 petitions include Charanjeet Illinois Stations No. 6, Inc., Darshan's Wisconsin Stations Eight, LLC, Gurpal Wisconsin Stations, LLC, Interstate Petroleum Products, Inc., Rakhra Wisconsin E-Z Go Stations Three, Inc., and Sartaj's Illinois Nine, LLC. In July 2011, Bankruptcy Judge Susan Kelley approved a Chapter 11 reorganization plan for Bulk Petroleum Corp. The case involved 18 bank and credit union lenders and Darshan Dhaliwal's 28 separate but inter-related companies in nine states. Most of the banks and credit unions are taking significant losses on their loans to Bulk Petroleum and affiliated companies that owned gas station properties, according to Rich Kirchen at The Business Journal Milwaukee. BULLIONDIRECT INC: U.S. Trustee Forms Three-Member Committee ------------------------------------------------------------ The U.S. Trustee for Region 7 appointed three creditors to serve on an official committee of unsecured creditors in the Chapter 11 case of of BullionDirect Inc.: (1) Louis McCann, Jr. (Chairman) c/o James V. Hoeffner 401 Congress Ave., Ste. 2200 Austin, TX 78701 lsm9649@yahoo.com (2) Kazu Suzuki c/o Peter Ruggero 1411 West Ave., Ste. 200 Austin, TX 78701 bcad72015@gmail.com (3) Scott Burns, Jr. 1428 Deberry Blvd Florence SC 29501-5602 burnsbdcommittee@gmail.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About BullionDirect 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. CAESARS ENTERTAINMENT: Junior Creditors Seek Stake in Parent Co. ---------------------------------------------------------------- Matt Jarzemsky, writing for The Wall Street Journal, reported that creditors of Caesars Entertainment Corp.'s bankrupt operating unit want a stake in the parent company in exchange for supporting a plan to restructure the sprawling casino empire, according to documents posted on a bondholder website. According to the report, Caesars rejected the proposal, a spokesman confirmed, but the demands demonstrate the potentially large cost to Caesars and its private-equity backers, Apollo Global Management LLC and TPG, as they try to persuade creditors to back the operating unit's restructuring plan and drop litigation against the parent. A Caesars adviser has testified that creditor lawsuits risk dragging the parent into bankruptcy, threatening the company's plan to limit its owners' exposure to the debt restructuring, the report said. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. * * * The Troubled Company Reporter, on April 27, 2015, reported that Fitch Ratings has affirmed and withdrawn the Issuer Default Ratings (IDR) and issue ratings of Caesars Entertainment Operating Company (CEOC). These actions follow CEOC's Chapter 11 filing on Jan. 15, 2015. Accordingly, Fitch will no longer provide ratings or analytical coverage for CEOC. In addition, Fitch has affirmed the IDR and issue rating of Chester Downs and Marina LLC (Chester Downs) and the ratings have been simultaneously withdrawn for business reasons. CAL DIVE: Bidding Procedures for Sea Horizon Approved ----------------------------------------------------- Cal Dive International, Inc., and its debtor affiliates sought and obtained approval from Judge Christopher S. Sontchi of the United States Bankruptcy Court for the District of Delaware of bidding procedures governing the sale of additional assets, which were not sold pursuant to the Court's order dated July 24, 2015. On July 22, 2015, the Debtors adjourned the auction with respect to certain assets. Since that time, the Debtors and their professionals have continued to aggressively market and solicit interest in those assets. On August 12, 2015, the Debtors filed the Notice of Resumption of Auction, pursuant to which the Debtors notified parties in interest that there will be an auction for the Sea Horizon, IMO No.: 8759114 and Official No.: 1340. Judge Sontchi ruled that in the event there is a successful bid for the Sea Horizon, IMO No.: 8759114 and Official No.: 1340, at an auction, the Debtors are authorized to seek Court approval of the Successful Bid. The Debtors are represented by: Mark D. Collins, Esq. Michael J. Merchant, Esq. Amanda R. Steele, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 Email: collins@rlf.com merchant@rlf.com steele@rlf.com -- and -- George A. Davis, P.C., Esq. Andrew M. Parlen, P.C., Esq. Daniel S. Shamah, P.C., Esq. O’MELVENY & MYERS LLP Times Square Tower Seven Times Square New York, NY 10036 Tel: (212) 326-2000 Fax: (212) 326-2061 Email: gdavis@omm.com aparlen@omm.com dshamah@omm.com -- and -- Suzzanne S. Uhland, P.C., Esq. O'MELVENY & MYERS LLP Two Embarcadero Center 28th Floor San Francisco, CA 94111 Tel: (415) 984-8700 Fax: (415) 984-8701 Email: suhland@omm.com About Cal Dive Houston, Texas-based marine contractor Cal Dive International, Inc., provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe. Cal Dive and its U.S. subsidiaries filed simultaneous voluntary petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015. Through the Chapter 11 process, the Company intends to sell non- core assets and intends to reorganize or sell as a going concern its core subsea contracting business. Cal Dive disclosed total assets of $571 million and total debt of $411 million as of Sept. 30, 2015. The Debtors tapped Richards, Layton & Finger, P.A., as counsel, O'Melveny & Myers LLP, as co-counsel; Jones Walker Jones Walker LLP as corporate counsel; and Kurtzman Carson Consultants, LLC, as claims and noticing agent. The Debtors also tapped Carl Marks Advisory Group LLC as crisis managers and appoint F. Duffield Meyercord as chief restructuring officer. The U.S. Trustee for Region 3 amended the committee of unsecured creditors in the case from five-member committee to four members. The Committee retained Akin Gump Strauss Hauer & Feld LLP and Pepper Hamilton LLP as co-counsel; and Guggenheim Securities, LLC as exclusive investment banker. Cal Dive Offshore Contractors, Inc., disclosed total assets of $233,273,806 and $311,339,932 in liabilities as of the Chapter 11 filing. CHALIFOUX BUSINESS: Case Summary & 2 Top Unsecured Creditors ------------------------------------------------------------ Debtor: Chalifoux Business Park, LLC 1254 S John Young Parkway Kissimmee, FL 34741 Case No.: 15-07167 Type of Business: Single Asset Real Estate Chapter 11 Petition Date: August 20, 2015 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Roman V Hammes, Esq. ROMAN V. HAMMES, P.L. 250 East Colonial Drive, Suite 305 Orlando, FL 32801 Tel: (407) 650-0003 Email: roman@romanvhammes.com Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million The petition was signed by Thomas Chalifoux, manager. List of Debtor's two Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ BB&T $5,000,000 C/O W. Glenn Jensen 420 S Orange Ave CNL Center II, 7th Floor Orlando, FL 32801 BB&T $4,600,000 C/O W. Glenn Jensen 420 S Orange Ave CNL Center II, 7th Floor Orlando, FL 32801 CHALIFOUX BUSINESS: Files for Chapter 11 Bankruptcy Protection -------------------------------------------------------------- Paul Brinkmann at Orlando Sentinel reports that Chalifoux Business Park filed for Chapter 11 bankruptcy protection on Aug. 20, 2015. Court documents show that BB&T Bank has mortgages totaling $9.6 million connected to the Company. According to Osceola County records, a 2011 foreclosure filed by BB&T had recently progressed, when a court ordering a foreclosure sale on Aug. 20. Orlando Sentinel relates that Roman V. Hammes of Orlando serves as the Company's bankruptcy counsel. Chalifoux Business Park is owned by Thomas Chalifoux. The Company owns at least 33 acres at 1254 South John Young Parkway, Kissimmee, Florida. CHARLOTTE RUSSE: Moody's Confirms B2 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service confirmed Charlotte Russe Holdings Inc.'s B2 Corporate Family Rating ("CFR") and B2-PD Probability of Default Rating, as well as the B2 ratings on Charlotte Russe, Inc.'s senior secured term loans due 2019. The rating outlook is stable. These actions conclude the review for upgrade initiated on June 16, 2015 upon the adoption of Moody's updated approach for standard adjustments for operating leases, which is explained in the cross-sector rating methodology Financial Statement Adjustments in the Analysis of Non-Financial Corporations, published on June 15, 2015. The confirmation reflects Charlotte Russe's improved leverage as a result of the aforementioned revision to Moody's approach for capitalizing operating leases, offset by Moody's expectation that a challenging operating environment will persist, resulting in leverage sustained above 5.0 times and interest coverage (EBITA/Interest) near 1.0 times over the next 12-24 months. Moody's took the following rating actions today: Issuer: Charlotte Russe Holding Inc. Corporate Family Rating, Confirmed at B2 Probability of Default Rating, Confirmed at B2-PD Outlook, Stable Issuer: Charlotte Russe, Inc. $150 million Senior Secured Term Loan due 2019, Confirmed at B2, LGD-3 $80 million Senior Secured Term Loan due 2019, Confirmed at B2, LGD-3 Outlook, Stable Moody's will shortly move the Corporate Family Rating and Probability of Default Rating to Charlotte Russe, Inc. from Charlotte Russe Holding Inc. RATINGS RATIONALE Charlotte Russe's B2 CFR considers the company's high leverage and Moody's expectation for weak interest coverage (EBITA/Interest) due in part to aggressive financial policies and high rent expense as a percentage of sales, but also impacted by recent weaker than anticipated operating performance. Moody's estimates lease adjusted leverage through the LTM period ending May 2, 2015 in the mid 4 times range, up slightly from fiscal year end 2014, with interest coverage (EBITA/Interest) in the mid-to-low 1 times range. However, our ratings also reflect our expectation that a challenging operating environment including declining mall traffic trends and greater promotional discounting will result in leverage above 5.0 times and interest coverage near 1 times over the next 12- 24 months. Other challenges include the company's low operating margins and event risk under private equity ownership, including the potential for additional debt-financed equity distributions. Moody's also believes that the company's fast fashion business model can heighten the impact from supply chain disruptions, as evidenced by Charlotte Russe's weak performance in the first quarter of 2015 that was partially impacted by the West Coast port slowdown. The ratings benefit from a history of solid operating performance under the current management team through fiscal 2014, highlighted by annual same store sales growth and margin improvement over the period, as well as the development of an omni-channel model with a growing eCommerce and mobile business. Moody's anticipates Charlotte Russe will maintain adequate liquidity over the next 12-18 months highlighted by approximately $24 million of cash on the balance sheet as of May 2, 2015 (down from over $60 million at the end of fiscal 2014) and our expectation for negative free cash flow through fiscal 2015. Lower revenue and EBITDA, as well as capital investments and working capital drive negative free cash flow and could result in modest borrowings on Charlotte Russe's $60 million asset-based facility (ABL), which the company has not typically relied on. However, Moody's expects free cash flow to improve in 2016 aided by modestly higher EBITDA, lower capital investments, and working capital declines. Moody's does not anticipate any meaningful voluntary prepayments to the term loans, and due to an $11mm excess cash flow payment made during Q1 2015, there are no required quarterly amortization payments until the loans comes due in 2019. The company's credit agreements contain only a springing fixed charge coverage test on the ABL facility that is triggered if availability falls below the greater of $4.8 million or 10% of available borrowings. Given our expectation for only limited borrowings on the ABL, Moody's does not expect the company will trigger the covenant. However, if tested, Moody's forecasts minimal to no cushion on the covenant during some interim quarters over the next 12-18 months. Alternative liquidity is limited because of the fast-moving inventory and absence of meaningful real estate holdings. The B2 rating assigned to the company's senior secured term loans is in line with the CFR since these loans represent a preponderance of funded debt. The term loans matures in May 2019 and have a 2nd lien position on the company's accounts receivable and inventory (ranking junior to the $60 million asset-based revolver) and a first lien on substantially all other assets of the borrower. Because Charlotte Russe leases substantially all of its locations, the company does not have meaningful real estate holdings. The stable outlook reflects Moody's expectation that a challenging operating environment will result in leverage above 5 times and interest coverage (EBITA/Interest Expense) near 1.0 times over the next 12-24 months. Given our expectation for negative free cash flow over the next 12-18 months we do not anticipate any meaningful pay downs to debt, but conversely would not expect additional debt financed dividends until operating performance could support such actions. However over the long term Moody's believes the prospect for additional debt-financed dividends remains very real. Ratings could be upgraded if Charlotte Russe is able to grow revenue and EBITDA resulting in flat to modestly higher EBITDA margins. An upgrade would require leverage sustained below 4.5 times and interest coverage (EBITA/Interest) above 2.0 times. Given the company's history of aggressive financial policies, an upgrade would also require a willingness to maintain metrics at these levels. Ratings could be downgraded if operating performance weakens beyond our current expectation resulting in debt/EBITDA above 6.0 times or EBITA/Interest below 1.25 times. In addition, if financial policies were to turn more aggressive, or if liquidity were to deteriorate we could also downgrade the ratings. Headquartered in San Francisco, CA, Charlotte Russe Holding Inc. (Charlotte Russe) is a retailer of value-oriented `fast fashion' apparel and accessories, targeting 18-24 year old women. As of May 2, 2015, the company operated 544 retail stores in the US and Puerto Rico and generated sales through its ecommerce and mobile platforms. Revenue for the LTM period was $975 million. The company is owned by affiliates of Advent International and current management. CORINTHIAN COLLEGES: Cash Use Termination Date Extended to Aug. 28 ------------------------------------------------------------------ Judge Kevin J. Carey of the United States Bankruptcy Court for the District of Delaware approved a stipulation between Corinthian Colleges, Inc., et al., and Bank of America, N.A., extending the scheduled termination date of cash collateral use through and including August 28, 2015. The Debtors are represented by: Mark D. Collins, Esq. Michael J. Merchant, Esq. Marisa A. Terranova, Esq. Amanda R. Steele, Esq. RICHARDS, LAYTON & FINGER, P.A. 920 N. King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 Email: collins@rlf.com merchant@rlf.com terranova@rlf.com steele@rlf.com Bank of America, N.A. is represented by: Jennifer C. Hagle, Esq. Anna Gumport, Esq. SIDLEY AUSTIN LLP 555 West Fifth Street, Suite 4000 Los Angeles, CA 90013 Tel: (213) 896-6000 Fax: (213) 896-6600 Email: jhagle@sidley.com agumport@sidley.com About Corinthian Colleges Corinthian Colleges, Inc., Pegasus Education, Inc., and 23 affiliated entities filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 15-10952) on May 4, 2015, to complete an orderly wind down of its operations. The cases are jointly administered Case No. 15-10952. Judge Kevin J. Carey presides over the case. Richards, Layton & Finger, P.A., represents the Debtors in their restructuring efforts; FTI Consulting, Inc., serves as restructuring advisors and Rust Consulting/Omni Bankruptcy serves as claims and noticing agent. Corinthian Colleges, Inc., disclosed $721,596,789 in assets and $2,929,448,278 in liabilities as of the Chapter 11 filing. The Debtor filed with the Court a first amended and modified combined disclosure statement and plan of liquidation. The Combined Plan incorporates a compromise between the Debtors, the Official Committee of Unsecured Creditors, the Student Committee and the Prepetition Secured Parties as to the Distribution of the Debtors' assets already liquidated or to be liquidated over time to the Holders of Allowed Claims in accordance with the terms of the Combined Plan and Disclosure Statement and the priority of claims provisions of the Bankruptcy Code. The U.S. Trustee for Region 3 appointed five creditors to serve on the official committee of unsecured creditors. Cooley LLP serves as its lead counsel, Foley & Mansfield, PLLP serves as its local counsel, and Province Inc. serves as its financial advisor. CROSS ISLAND: Sale Deed with Block 12982 Null, Court Rules ---------------------------------------------------------- Judge Nancy Hershey Lord of the United States Bankruptcy Court for the Eastern District of New York determined that the bargain and sale deed signed by Cross Island Plaza and Block 12982 Realty Corp. is a nullity. The judge also granted US Bank's motion for partial summary judgment but dismissed Counts II and III of the amended counterclaim. The proceedings arose from a series of real estate transactions purporting to affect the ownership of, and mortage interests in, two properties: (1) "Cross Island Plaza" which refers to an office building resting on Lot 1 and the onsite parking lot provided on Lots 45, 47, 49, 51, 53, 57 and 58 that adjoin the office building. These are located on Block 12980, a commercial complex on Brookville Boulevard. (2) "Offsite Parking Lot" which is located nearby on Merrick Boulevard, consisting of Lots 10, 12, 16, 17, and 47 of Block 12982, and which provides additional parking space On July 17, 1997, CIP executed a "Consolidation, Modification, Spreader and Extension Agreement" (the "Original Mortgage") in favor of Lehman Brothers Holding, Inc. with a face value of $19,125,000. In August 2006, the debtors engaged in a multipart transaction, whereby CIP and Block purported to execute a sale/leaseback transaction, and CIP obtained financing from US Bank's predecessor in interest, Arbor Commercial Mortgage, LLC. On August 10, 2006, the debtors signed the Deed purporting to convey property from CIP to Block. The Deed does not describe the property being transferred. The Deed was recorded, with several other documents, in the index for the Offsite Parking Lot but not in the index for Cross Island Plaza. Around the same time, CIP also executed a Consolidated Promissory Note (the "Note") in favor of Arbor to refinance $17,342,790.03 of debt from the Original Mortgage and obtain $9,657,209.97 of new financing. The plaintiffs DLJ Mortgage Capital, Inc. ("DLJ") and the Chapter 7 trustee of the debtors' estates, Robert L. Geltzer (the "Trustee") each initiated an adversary proceeding against US Bank, as trustee, successor to Wells Fargo Bank, N.A., as trustee for the Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-through Certificates, Series 2006-C28 ("US Bank"). Both plaintiffs sought substantially the same declaratory relief vesting fee simple ownership of the properties in Block. US Bank filed an Amended Answer and Counterclaim in DLJ's adversary proceeding. Count I of the counterclaim requested declaratory relief or deed reformation vesting ownership of Cross Island Plaza in CIP. Counts II and III objected to DLJ's proofs of claim and secured creditor status. US Bank also filed a cross motion for summary judgment determining that it has an allowed claim secured by CIP's fee interest in Cross Island Plaza and leasehold interest in the Offsite Parking Lot. In the alternative, US Bank moved for partial summary judgment, asking for a declaration of its priority based on its status as a successor in interest to the Original Mortgage. US bank also answered and moved for summary judgment in the Trustee's adversary proceeding. Judge Lord declared that since the Deed lacks a property description, it is a nullity, not an instrument of conveyance. The judge further stated that the void Deed cannot be salvaged by looking to external documents or interpreting the parties' intent, and the court will not interpret, reform, or otherwise enforce it. Judge Lord, however, granted US Bank's motion for partial summary judgment as a secured creditor but only up to the lesser of $17,342,790.03 or the value of the collateral securing th Original Mortgage. The judge clarified that the validity, priority, and extent of US Bank's claim above that amount remains in dispute. Counts II and III of US Bank's counterclaim were dismissed for failure to state a claim. Judge Lord found US Bank's statements are legal conclusions which the court does not accept as true. The cases are In Re: CROSS ISLAND PLAZA, INC., et al., Chapter 11, Debtors. DLJ MORTGAGE CAPITAL, INC., Plaintiff, v. CROSS ISLAND PLAZA, INC., BLOCK 12892 REALTY CORP., and US BANK NATIONAL ASSOCIATION, AS TRUSTEE, SUCCESSOR TO WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF WACHOVIA BANK COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2006-C28, Defendants. ROBERT L. GELTZER, Trustee of CROSS ISLAND PLAZA, INC., et al., Plaintiff, v. CROSS ISLAND PLAZA, INC., BLOCK 12892 REALTY CORP., and US BANK NATIONAL ASSOCIATION, AS TRUSTEE, SUCCESSOR TO WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF WACHOVIA BANK COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2006-C28, Defendants, NO. 12-42491 (NHL) JOINTLY ADMINISTERED, ADV. PRO. NO. 12-01208 (NHL)., 13-01082 (NHL) (Bankr. E.D.N.Y.). A full-text copy of Judge Lord's July 30, 2015 decision is available at http://is.gd/D3yVp4from Leagle.com. About Cross Island Rosedale, New York-based Cross Island Plaza, Inc., and affiliate Block 1892 Realty Corp. filed Chapter 11 petitions (Bankr. E.D.N.Y. Case Nos. 12-42491 and 12-42493) on April 4, 2012. Cross Island claims to be a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B). The Debtor disclosed $30,637,984 in assets and $74,014,238 in liabilities as of the Chapter 11 filing. CIP owns and operates an office building and parking lot known as "One Cross Island Plaza" in Rosedale. The property consists of three floors and a lower level which is occupied by roughly 100 tenants. Block owns an additional parking lot in close proximity to the One Cross Island Plaza, and has entered into a ground lease with CIP to provide additional parking space for two tenants of Cross Island. Judge Nancy Hershey Lord presides over the cases. Adam L. Rosen, Esq., at Silverman Acampora LLP, initially served as the Debtors' counsel. The firm was later replaced by Tarter Krinsky & Drogin LLP. The petition was signed by Chloe Henning, authorized representative. No committee, trustee, or examiner has been appointed the cases. DUANE ROWETT: District Ct. Takes Over Tift Criminal Contempt Suit ----------------------------------------------------------------- Judge Ricardo S. Martinez of the United States District Court for the Western District of Washington, Seattle, granted the U.S. Trustee's motion for withdrawal of reference solely with respect to its request for criminal sanctions against Gregory S. Tift. The U.S. Trustee asked the District Court to take jurisdiction over the bankruptcy matter in order to institute further proceedings against Mr. Tift to find him in criminal contempt, and to impose appropriate criminal contempt sanctions. Tift allegedly violated many times the bankruptcy court's stipulated judgment which enjoined him from serving as a bankruptcy petition preparer. Tift objected to the motion, essentially arguing that he has not engaged in the conduct of which he has been accused. Judge Martinez was persuaded that cause exists to withdraw the reference of proceedings related to the U.S. Trustee's request for the institution of criminal contempt proceedings. The judge held that although the bankruptcy court finds criminal contempt sanctions against Tift to be appropriate, the law of the Circuit prevents the bankruptcy court from imposing those sanctions. In contrast, the district court had criminal contempt powers as set forth in 18 U.S.C. Section 401 and as governed by Federal Rule of Criminal Procedure 42. The remainder of the bankruptcy proceedings continues to be referred to the United States Bankruptcy Court for the Western District of Washington. The criminal contempt case is UNITED STATES TRUSTEE Plaintiff, v. INSTITUTE OF PERSONAL WEALTH CREDIT COUNSELORS INTERNATIONAL, GREGORY S. TIFT, and JENNIE LEE LANAHAN, Defendants, CASE NO. C15-1028 RSM (W.D. Wash.). The bankruptcy case is In Re: DUANE ROWETT and REBECCA ROWETT, Debtors. A full-text copy of Judge Martinez's July 29, 2015 order is available at http://is.gd/b1htAUfrom Leagle.com. United States Trustee is represented by: Martin L Smith, Esq. Thomas Buford, Esq. OFFICE OF THE UNITED STATES TRUSTEE 700 Stewart Street Suite 5103 Seattle, WA 98101 Tel: (206) 553-2000 Fax: (206) 553-2566 ENERGY FUTURE: DTC Appeals Denial of Stay-Applicability Motion -------------------------------------------------------------- Delaware Trust Company, as indenture trustee to a series of 10% first lien notes, appeals from the order issued by Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware denying the indenture trustee's Stay-Applicability Motion filed in the adversary proceeding against Energy Future Intermediate Holding Company LLC and EFIH Finance Inc. Judge Sontchi also granted summary judgment with prejudice to the EFIH Debtors. In his Findings of Fact and Conclusions of Law, Judge Sontchi concluded that as the Debtors' estate and its stakeholders would be greatly prejudiced by lifting the automatic stay and the harm to the creditor cannot substantially outweigh the harm to the Debtors' estate, under the totality of circumstances, relief from the automatic stay is almost certainly unavailable, regardless of the creditor's likelihood of success on the merits. Delaware Trust Company is represented by: Norman L. Pernick, Esq. J. Kate Stickles, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Telephone: (302)652-3131 Facsimile: (302)652-3117 Email: npernick@coleschotz.com kstickles@coleschotz.com -- and -- Warren A. Usatine, Esq. COLE SCHOTZ P.C. Court Plaza North Hackensack, NJ 07602 Telephone: (201)489-3000 Facsimile: (212)489-1536 Email: wusatine@coleschotz.com -- and -- Philip D. Anker, Esq. Charles C. Platt, Esq. WILMER CUTLER PICKERING HALE AND DORR LLP 7 World Trade Center 250 Greenwich Street New York, NY 10007 Telephone: (212)230-8800 Facsimile: (212)230-8888 Email: Philip.Anker@wilmerhale.com Charles.Platt@wilmerhale.com -- and -- Dennis L. Jenkins, Esq. WILMER CUTLER PICKERING HALE AND DORR LLP 60 State Street Boston, MA 02109 Telephone: (617)526-6000 Facsimile: (617)526-5000 Email: Dennis.Jenkins@wilmerhale.com -- and -- James H. Millar, Esq. DRINKER BIDDLE & REATH LLP 1177 Avenue of the Americas 41st Floor New York, NY 10036-2714 Telephone: (212)248-3264 Facsimile: (212)248-3141 Email: James.Millar@dbr.com -- and -- Todd C. Schiltz, Esq. DINKER BIDDLE & REATH LLP 222 Delaware Ave., Suite 1410 Wilmington, DE 19801-1612 Telephone: (302)467-4200 Facsimile: (302)467-4201 Email: todd.schiltz@dbr.com About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated 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 in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis 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 key financial stakeholders to keep its businesses operating while reducing 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 cases jointly 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 for the 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 in the 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 energy restructuring. 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.   EQUIPMENT ACQUISITION: Brandt, Charter Summary Judgment Bids Denied ------------------------------------------------------------------- Judge Virginia M. Kendall of the United States District Court for the Norther District of Illinois, Eastern Division, held that neither William A. Brandt, Jr., as plan administrator for Equipment Acquisition Resources, Inc., nor Charter Airlines, LLC, are entitled to summary judgment, contrary to a bankruptcy court's Proposed Findings of Fact and Conclusions of Law. The Plan Administrator objected to the bankruptcy court's proposed findings on the ground that the bankruptcy court relied on statements for which Charter Airlines did not lay the proper foundation and that constituted inadmissible hearsay in reaching the conclusion that a genuine dispute existed as to whether EAR received reasonably equivalent value from the transaction. Judge Kendall held that both evidentiary objections relate to a single statement in the affidavit of James Walker, Charter Airlines' Chief Pilot and Director of Operations. She notes that in his affidavit, Walker stated "Player was constantly talking on his cell phone for what appeared to be business purposes, discussing financing, loans, and acquisitions." She further held that the fact that Walker overheard Player's apparently business related conversations is relevant to the purpose of the flight and the value EAR received. Judge Kendall relates that the statements were admitted to show that the passengers were engaged in business activities while in flight, not for the truth of the statements themselves. She says that since the statements on which the bankruptcy judge relied were admissible, the Plan Administrator's objection is overruled. With regard to Charter Airlines motion for summary judgment, Judge Kendall held that a genuine dispute as to the extent to which Charter Airlines gave value to EAR in operating the relevant flights exists for the same reasons that there is a genuine dispute as to whether EAR received a reasonably equivalent value. She says the Plan Administrator's affidavit states that the flights in question had no business purpose and EAR received no value and Walker's affidavit states otherwise. Judge Kendall held that the dispute is material. She says that if the plan administrator is correct that EAR did not receive a reasonably equivalent value, then EAR will be successful in its avoidance of the transaction and the protection of Section 548(c) of the Bankruptcy will be unavailable to Charter Airlines. She further says that if EAR received some, but less than reasonably equivalent value, Section 548(c) will determine the extent to which Charter Airlines is protected. Judge Kendall says that on remand, the bankruptcy court should determine the extent to which Charter Airlines gave value to EAR because Charter Airlines is protected only "to the extent that it gave value to the debtor." The case is WILLIAM A. BRANDT, JR. not individually but solely in his as plan administrator of Equipment Acquisition Resources, Inc., Plaintiff, v. CHARTER AIRLINES, LLC, Defendant, No. 14 C 5102. A full-text copy of Judge Kendall's Memorandum Opinion and Order dated August 12, 2015, is available at http://is.gd/5irrcWfrom Leagle.com. William A. Bradt, Jr. is represented by: George P. Apostolides, Esq. Kevin H. Morse, Esq. ARNSTEIN & LEHR LLP 120 South Riverside Plaza Suite 1200 Chicago, IL 60606 Email: gpapostolides@arnstein.com khmorse@arnstein.com Charter Airlines LLC is represented by: Benjamin Eli Haskin, Esq. ARONBERG GOLDGEHN 330 N. Wabash Avenue Suite 1700 Chicago, Illinois 60611 Email: bhaskin@agdglaw.com -- and -- Brianna Marie Sansone, Esq. TAFT STETTINIUS & HOLLISTER, LLP 111 East Wacker Suite 2800 Chicago, IL 60601 Email: bsansone@taftlaw.com About Equipment Acquisition Palatine, Illinois-based Equipment Acquisition Resources, Inc., operated in the semiconductor equipment sales and servicing industry. It was designed to operate as a refurbisher of special machinery, a manufacturer of high-end technology parts, and a process developer for the manufacture of high-technology parts. The bulk of EAR's stated revenue derived from refurbishing and selling high-tech machinery; it was set up to purchase high-tech equipment near the end of its useful life at prices that were low relative to the cost of new units, and then refurbish using a propriety process the equipment for sale to end-users at substantial gross margins. EaR engaged in a massive fraud from 2005 to 2009. That fraud included, but was not limited to, selling semiconductor equipment at inflated prices, leasing the equipment back, misrepresenting the value of the equipment, and pledging certain pieces of equipment multiple times to various creditors to secure financing. It owned 2,000 pieces of semiconductor manufacturing equipment. First Premier Capital LLC, claiming to be owed $20 million, alleged that the scheme has cost creditors up to $175 million. EAR filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 09-39937) on Oct. 23, 2009. Barry A. Chatz, Esq., at Arnstein & Lehr LLP, served as the Company's counsel. The Company estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities in its petition. Unsecured creditors were owed about $102 million. EXCEL TRUST: Moody's Cuts Senior Unsecured Rating to Ba2 -------------------------------------------------------- Moody's Investors Service downgraded Excel Trust L.P.'s senior unsecured rating to Ba2 from Baa3, as recent capital restructuring transactions will materially weaken the REIT's credit profile including the leverage metrics and unencumbered asset ratio. The outlook revision reflects the potential for additional transactions that may increase leverage and/or secured leverage and the likelihood for a higher dividend payout as a privately owned entity. The following rating was downgraded and the outlook was revised to negative Excel Trust L.P. -- senior unsecured rating to Ba2 from Baa3 RATINGS RATIONALE Excel Trust LP's parent REIT entity, Excel Trust, Inc., merged with BRE Retail Centers Holdings LP (BRE Retail), an affiliate of The Blackstone Group L.P. The new owners have taken some significant capital restructuring actions including the transfer of assets to a newly created subsidiary, new mortgage loans, and retirement of the REIT's credit facility. The firm's access to capital is largely limited to its ability to obtain secured financing, and additional investments by Blackstone. Excel Trust has a high quality community, power and grocery anchored shopping center portfolio mainly in Virginia, Florida, Texas and Arizona. Prior to the transfer of the 12 assets to Excel Trust B, the aggregate portfolio had 7.4 million square feet of gross leasable space and was about 94% leased. The portfolio was diversified in terms of tenant mix with the largest 10 tenants accounting for only 21% of annualized base rent (ABR). Proceeds from the new mortgage loans, Excel Trust has raised $54 million and Excel Trust B obtained a $495 million loan, were used to pay down $100 million of senior unsecured debt, $116 million of preferred stock, an existing $47 million mortgage and the outstanding balance on the credit facility. The company has also tendered for the rated senior unsecured notes, initially at par. If a majority of the notes is tendered by the final deadline, September 3, 2015, the covenants in the indenture can be amended to provide more capital flexibility to the equity owners. The rating outlook has been revised to negative due to the potential for additional credit negative measures, including additional secured leverage and a higher dividend payout. Upward rating movement is unlikely given the material uncertainty with the firm's future capital structure, operating dynamics and the lack of diverse capital sources. Downward ratings pressure could result from net debt/EBITDA remaining higher than 8.0x, fixed charge below 2.2x and unencumbered asset ratio below 45%. Excel Trust, Inc. (NYSE: EXL) is a retail focused real estate investment trust (REIT) that has 26 assets with 4.5 million of gross leasable area. EXPERIENT CORP: Court Confirms Second Amended Plan -------------------------------------------------- Judge Michael E. Romero of the U.S. Bankruptcy Court for District of Colorado confirmed debtor Experient Corporation's Second Amended Plan of Reorganization and overruled the objections filed by John T. Randall, et al., also known as the Randall Creditors, to the Confirmation. The Second Amended Plan provides, under the terms of an Asset Purchase Agreement dated Sept. 25, 2014, Experient will sell all assets, except cash on hand, accounts receivable, avoidance claims, and legal claims in existence as of the closing, to McCarthy in exchange for $50,000 cash and McCarthy's waiver of his unsecured claim in the amount of $375,875 Experient will continue operations until the APA closing occurs, at which time, Experient will cease all business operations. The APA requires the closing to take place within three days after entry of a final and non-appealable order confirming the Second Amended Plan. The deadline to submit any such competing offers was May 1, 2015 (also the deadline to file objections to confirmation). At trial, William O'Neil testified no other offers of any kind were received by Experient during the pendency of this Chapter 11 case. Thus, the proposed sale of the Purchased Assets to Robert McCarthy is the only firm offer for consideration. Further, the Second Amended Plan provides, upon confirmation, all assets will be transferred to the Reorganized Debtor, which will in turn transfer the Purchased Assets to McCarthy at closing. The Reorganized Debtor will retain any Remaining Assets, plus the $50,000 proceeds from the sale of the Purchased Assets, less any allowed Chapter 11 administrative expenses and plan trustee expenses — the Second Amended Plan defines this amount as the "Net Proceeds." Experient estimates Net Proceeds will be approximately $112,000. In addition, upon confirmation, Experient proposes retaining David Wadsworth to serve as the "Plan Trustee" charged with administering the Net Proceeds, pursuing any legal claims, and paying all unsecured creditors holding allowed claims a pro rata share of the Net Proceeds. The Second Amended Plan designates the following four classes: (a) Class 1: Any claim of O'Neil, which the Court determined to be inexistent as the Examiner's Report revealed that O'Neil owed Experient money, "not the other way around." (b) Class 2: Allowed general unsecured claims, will divide the Net Proceeds on a pro rata basis. (c) Class 3: Allowed unsecured claim of McCarthy. McCarthy is waiving his allowed $375,875.00 unsecured claim on two conditions: 1) the Second Amended Plan is confirmed; and 2) the closing under the APA occurs. (d) Class 4: Holders of pre-petition equity interests in Experient. The holders of such claims will not receive a pro rata share of the Net Proceeds unless all other allowed claims are paid in full. With an estimated $112,000.00 in Net Proceeds, after payment of administrative claims and distributions to Class 2, it appears no funds will be available for any distribution to Class 4. Judge Romero held that the evidence before the Court shows the APA and the Second Amended Plan provide a workable framework to transition ownership while providing funds for distribution by the Plan Trustee following closing. He says that Experient, assuming the status quo, will consummate the APA closing within the time frame provided for under the APA and the Second Amended Plan. Judge Romero concluded that the Court finds this requirement has been satisfied, and the Second Amended Plan is feasible. A full-text copy of Judge Romero's Order dated Aug. 12, 2015, is available at http://is.gd/f3CE9Qfrom Leagle.com Experient Corporation sought Chapter 11 protection (Bankr. D. Col. Case No. 13-30169) on Dec. 9, 2013. The Debtor tapped Jeffrey Weinman, Esq., in Denver, as counsel. The Debtor estimated $1 million to $10 million in assets and debt. FAMILY CHRISTIAN: Sale of Assets to FCS Acquisition for $55M OK'd ----------------------------------------------------------------- Christianity Daily reports that the Hon. John Gregg of the U.S. Bankruptcy Court for the Western District of Michigan has approved the insider sale of substantially all of Family Christian, LLC, et al.'s assets to FCS Acquisition, LLC, for $55 million, after the publishers and vendors to whom the Debtors owed the debt voted 162 to 7 in favor of the sale. Citing Judge Gregg, Christianity Daily relates that the deal came through as it gave the creditors more money than liquidation, while giving vendors an uninterrupted scope for sale of their goods. Christianity Daily says that supplier creditors could be paid about a cent for each dollar product sold to the stores. The deal amounts to huge write-offs by suppliers of books and other products, the report states, citing Tyndale House Publishers president Mark D. Taylor. The report quoted him as saying, "The most important part of the story is that the Family Christian bookstore chain has survived the bankruptcy and will continue in business." The Court approved the sale transaction on Aug. 11, 2015. The Court conducted a hearing on Aug. 11 regarding confirmation of the Debtors' third amended joint plan of liquidation dated as of July 13, 2015, and found that the Plan is confirmable, entering a confirmation order in connection therewith. The Plan provides for a means of implementation by way of a sale pursuant to an asset purchase agreement by and among the Buyer and the Debtors, whereby the Debtors have agreed, among other things, to sell substantially all of their assets to the Buyer and to assume and assign to the Buyer certain executory contracts and unexpired leases of the Debtors in connection with the sale transaction. A copy of the order is available for free at http://is.gd/faV1oH. According to court documents filed on Aug. 10, 2015, creditors voted to allow the Company to reorganize and remain open. Lynde Langdon at WORLD Digital relates that prior to the vote, the Company worked out a settlement with a group of Christian publishers and vendors whose inventory the Company held on consignment. WORLD Digital states that the settlement ensures the vendors can get a portion of the proceeds from any future sales of the disputed inventory. WORLD Digital says that Credit Suisse, to whom the Company owed $34 million, also dropped its objection to the plan after striking a deal. Court documents say that FC Special Funding, the senior secured creditor for the Company, paid Credit Suisse $6 million to take over its claim against the Company. The Buyer emerged as the successful bidder in an auction that commenced on May 21, 2015, and concluded on May 27, 2015. The Buyer submitted a going-concern bid which provides for, among other things, (i) preservation of almost 3,000 jobs; (ii) guaranteed payment of all administrative claims in full -- including, post-petition claims and professional fees; (iii) assumption of first lien debt; (iv) $42 million in guaranteed minimum consideration, including $2.7 million in cash to remain in the estates post-closing; and most importantly (v) a servicing partner for over 6,500 trade vendors and other service providers. Hilco Merchant Resources, LLC, and Gordon Brothers Retail Partners, LLC -- with a liquidation bid in the amount of $43.9 million -- were chosen as the first backup bidder, and FC Special Funding, LLC, became the 2nd backup bidder. FC Special credit bid on collateral in which it has a first lien and agreed to pay all administrative claims in full. FC Special supported the Buyer's bid, saying that the FCS going-concern bid is a definitive proposal that provides for the full assumption of FC Special's outstanding indebtedness. FC Special stated that it is prepared to provide the Buyer with funding in the amount of up to $50 million to assist the Buyer with the acquisition of the Debtors' assets and provide the Buyer with appropriate financing to fund day-to-day operations. Daniel M. McDermott, the U.S. Trustee for Region 9, had objected to the sale, questioning the Debtors' choosing of the Buyer and FC Special as the highest and best bids. The Buyer, the U.S. Trustee claimed, was outbid by Gordon Brothers, and FC Special might have been outbid by Great American. "It should be noted that FCS Acquisition is controlled by insiders or affiliates of Family Christian, and FC Special Funding is either funded or controlled by an insider or affiliate of Family Christian," the U.S. Trustee stated. The Debtors also explained that when they concluded the auction, the highest liquidation bid was from the Hilco/GB joint venture, while the highest and best bid, a going concern bid, was from the Buyer. The face amount of maximum value ascribed by the Debtors to the Hilco/GB bid was $43,926,776, which represents the sum of the Debtors' view of the "best case scenario" capped amount under the agency agreement ($42,433,144) and the estimated remaining cash in the estate at the end of the liquidation ($1,493,632), but remains fraught with many areas of uncertainty and anticipated reductions in value as a wind down liquidation would play out over the next few months. The amount of value for the Buyer's bid ranges from a guaranteed minimum amount of $42 million to an estimated high of $43,661,000, but with no caps of the dollar amounts of assumed liabilities (with limited exception for professional fees and expenses and wind down expenses). The Official Committee of Unsecured Creditors had objected to the sale, (i) to the extent the sale would result in the liquidation of the assets and cessation of the Debtors' business, and (ii) to the extent that any monies remaining in the estates in accordance with the the Buyer, bid are specifically earmarked for Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent for the term lenders. Credit Suisse objected to the distribution of proceeds in FC Special's credit bid, and didn't consent to the sale of the term loan collateral. It also objected to the Buyer's bid, saying that the Court shouldn't approve the transaction because it doesn't maximize value to the estate, while the Hilco/GB bid is certain because it is based on a guaranteed recovery for the Debtors' inventory, which is based on the Debtors' own inventory and merchandise count. FC Special responded to Credit Suisse's objection, saying, "First, the only plausible reading of the intercreditor agreement manifests the term lenders' consent to Special Funding's modified credit bid and prohibits the opposition Credit Suisse has filed. Second, the notion that liabilities assumed pursuant to the credit bid constitute 'proceeds' is not supported and entirely unfounded. Third, Special Funding's Credit Bid and proposed sale agreement is not a 'de facto' (or sub rosa) plan calling for a distribution of the Debtors' assets (or their proceeds) to creditors junior to the term lenders." On June 18, 2015, the Court denied the sale motion. The Court ruled that in the event the Debtors elect to reopen the auction in accordance with the memorandum decision, the Debtors will file and serve on all notice parties a statement of their intention to reopen the auction. Any reopened auction would be conducted by no later than July 2, 2015. The sale motion also met objections from, among others: (i) Henrico County, Virginia; (ii) Bexas County, Dallas County, City of Frisco, Hidalgo County, Hunt County and McLennan County; (iii) landlords, which include, among others, Danville Mall, LLC, Los Banos Gravel Co., Inc., and RPAI Southwest Management LLC and RPAI US Management LLC, as managing agent for various landlords; (iv) Gelco Corporation dba GE Fleet Services; (v) World Vision USA; (vi) Velcor Leasing, Inc.; and (vii) consignment vendors Anchor Distributors (Whitaker Corporation), Angel Star Inspired Products, Inc., Brownlow Gifts, Daywind, Destiny Image, Dexsa Company, Send the Light and Swanson Christian Products; and (viii) Bridgestone Multimedia Group/Alpha Omega Publications. Credit Suisse is represented by: Sidley Austin LLP Jennifer C. Hagle, Esq. Gabriel R. MacConaill, Esq. 555 West Fifth Street Los Angeles, California 90013 Tel: (213) 896-6000 Fax: (213) 896-6600 and Foster, Swift, Collins & Smith, PC Scott H. Hogan, Esq. Laura J. Genovich, Esq. 1700 E. Beltline Avenue, NE, Suite 200 Grand Rapids, MI 49525 Tel: (616) 726-2207 Fax: (616) 726-2299 FC Special is represented by: Thompson Hine LLP Scott B. Lepene, Esq. 3900 Key Center 127 Public Square Cleveland, OH 44114-1291) Tel: (216) 566-5520 (Direct) Fax: (216) 566-5800 E-mail: scott.lepene@thompsonhine.com and Thompson Hine LLP John F. Isbell, Esq. 3560 Lenox Road, Suite 1600 Atlanta, Georgia 30326 Tel: (404) 541-2913 (Direct) Fax: (404) 541-2905 E-mail: john.isbell@thompsonhine.com and Rayman & Knight Steven L. Rayman, Esq. 141 E. Michigan Avenue, Suite 301 Kalamazoo, MI 49007 Tel: (269) 345-5156 About Family Christian Family Christian Holding, LLC, is the sole owner and member of Family Christian, LLC, which operates and runs Family Christian stores, one of the largest retail sellers of Christian books, music, DVDs, church supplies, and other faith based merchandise. Family Christian, LLC, Family Christian Holding, LLC, and FCS Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Lead Case No. 15-00643) on Feb. 11, 2015. The petition was signed by Chuck Bengochea as president and CEO. The Debtors estimated assets and liabilities of $50 million to $100 million. The Debtors are being represented by Todd Almassian, Esq., at Keller & Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin, Esq., Bryan Glover, Esq., at Burr & Forman LLP as counsel. The U.S. Trustee for Region 9 appointed seven creditors of Family Christian LLC to serve on the official committee of unsecured creditors. FARA SAN MARTINO: Case Summary & 5 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: The Fara San Martino LLC 8575 Aero Drive San Diego, CA 92123 Case No.: 15-05479 Type of Business: Single Real Estate Chapter 11 Petition Date: August 20, 2015 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Louise DeCarl Adler Debtor's Counsel: Ronald F. Woods, Esq. RONALD F. WOODS & ASSOCIATES 225 Broadway, Ste. 1900 San Diego, CA 92101 Tel: (619) 236-9069 Fax: (619) 236-8738 Email: rfwesq79@yahoo.com Estimated Assets: $0 to $50,000 Estimated Debts: $1 million to $10 million The petition was signed by John Devlin, managing member. List of Debtor's five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of The West $1,809,861 PO BOX 515274 Los Angeles, CA 90051-6574 Best Alliance $1,809,861 16133 Ventura Blvd. Suite 700 Encino, CA 91436 CDC Small Business Finance $1,399,972 2448 Historic Decatur Ste. 200 San Diego, CA 92106 Liberty Mutual Insurance $2,359 Sunset Equity Partners LLC $1,809,861 6003 Compton Avenue Los Angeles, CA 90001 FITNESS INT'L: S&P Revises Outlook to Positive & Affirms 'B' CCR ---------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its rating outlook on Irvine, Calif.-based Fitness International LLC to positive from stable and affirmed all ratings, including its 'B' corporate credit rating, on the company. At the same time, S&P affirmed its 'B' issue-level rating on the company's senior secured credit facility. The recovery rating remains '3', indicating S&P's expectations for meaningful (50%-70%; higher half of the range) recovery for lenders in the event of a payment default. "The positive outlook reflects the company's better-than-expected operating performance in the first half of 2015 due to the successful ramp of recent club openings, as well as modest improvements in member spending levels, collections, and attrition," said Standard & Poor's credit analyst Shivani sood. "Because of this and good anticipated consumer spending growth, we raised our base-case forecast for EBITDA through 2016 and believe that Fitness International could sustain operating lease-adjusted debt to EBITDA below our 5.5x threshold for a one-notch higher rating," she added. S&P's corporate credit rating on the company reflects S&P's assessment of the company's business risk profile as "fair" and its financial risk profile as "highly leveraged," as defined in S&P's criteria. S&P's assessment of Fitness International's business risk profile reflects the competitive operating environment, low barriers to entry, and high levels of customer attrition inherent in the fitness club industry. S&P's view of the company's financial risk profile reflects S&P's expectation for operating lease-adjusted debt to EBITDA to be in the 5x area in 2015. S&P expects this measure to improve to the high-4x area in 2016. However, the assessment currently remains "highly leveraged" given the potential volatility over the economic cycle. The positive outlook reflects S&P's belief that the company could sustain operating lease-adjusted debt to EBITDA below S&P's 5.5x threshold for a one-notch higher rating, incorporating EBITDA volatility over the economic cycle and the potential for leverage capacity to be used to return capital to shareholders in some form, including the possibility the company could partially redeem remaining owners' equity stakes. S&P would consider a one-notch upgrade if it is confident that operating lease-adjusted debt to EBITDA would remain below 5.5x. An upgrade would also depend on S&P's belief that management would size future expansion and potential shareholder returns plans in a manner that would sustain adjusted leverage under this threshold. S&P could revise the outlook to stable if it believed the company would sustain operating lease-adjusted debt to EBITDA above 5.5x. This could occur if the company has weaker-than-anticipated operating performance or there is some other leveraging event. Although unlikely, S&P could lower the ratings if EBITDA coverage of interest expense declines to 1.5x as a result of operating performance that underperforms S&P's expectations or a leveraging transaction. FRAC SPECIALISTS: Court Approves Dykema Cox as Committee Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Frac Specialists, LLC, et al. sought and obtained permission from the Hon. Michael D. Lynn of the U.S. Bankruptcy Court for the Northern District of Texas to retain Dykema Cox Smith as counsel to the Committee, nunc pro tunc to May 29, 2015. The Committee requires Dykema Cox to: (a) assist the Committee in carrying out its duties, rights and obligations under the Bankruptcy Code and applicable Bankruptcy Rules; (b) advise the Committee of their responsibilities to the unsecured creditor body and to direct necessary communications with the Debtors, including attendance at meetings and negotiations with the Debtors and other secured and unsecured creditors, their counsel, and other parties-in-interest; (c) advise the Committee concerning cash collateral usage, post-petition financing, and negotiations with the Debtors, their secured creditors and other parties in interest on such related issues; (d) assist the Committee in analyzing proposed transactions regarding sales of all or any part of the Debtors' assets; (e) take all necessary action to protect and preserve the assets of the Debtors' estates, including the prosecution of actions on behalf of the Committee or the Estates, the defense of any actions commenced against the Debtors or their estates, negotiations concerning all litigation in which the Debtors are a party or hereafter are a party, and, where necessary, objections to claims filed against the Estates; (f) prepare on behalf of the Committee all motions, applications, answers, orders, reports, and other legal papers and documents necessary to represent the unsecured creditor body during the administration of the Estates; (g) advise the Committee and, as necessary consulting with the Debtors and other interested parties, in the preparation of a plan and accompanying disclosure statement, any amendments to the plan or disclosure statement, any related agreements and documents, and take any necessary action on behalf of the Estates to obtain confirmation of a plan serving the best interests of the estates and their unsecured creditors; (h) appear before this Court and any state courts and appellate courts, as necessary, on behalf of the Committee or the Debtors' bankruptcy estates to protect the interests of the estates and their unsecured creditors before such courts; and (i) perform all other legal services and providing all other legal advice to the Committee in connection with the Bankruptcy Cases as may be required or necessary. Dykema Cox will be paid at these hourly rates: Mark E. Andrews, Member $375 Aaron M. Kaufman, Member $365 Deborah Andreacchi, Paralegal $190 Dykema Cox will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark E. Andrews, member of Dykema Cox, 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. Dykema Cox can be reached at: Mark E. Andrews, Esq. DYKEMA COX SMITH 201 Elm Street, Ste. 3300 Dallas, TX 75270 Tel: (214) 698-7800 Fax: (214) 698-7899 E-mails: mandrews@dykema.com 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 disclosed $61,675,313 in assets and $57,982,488 in liabilities. 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. The Committee is represented by Mark E. Andrews, Esq., and Aaron M. Kaufman, Esq., at Dykema Cox Smith. FRED FULLER: Agrees to $25K Purchase Price of 3 Vehicles -------------------------------------------------------- The United States Bankruptcy Court District of New Hampshire approved a stipulation between Frederick J. Fuller Oil & Propane Co. and Rymes Heating Oils under which the Order on the Sale Motion is amended to provide that the Debtor is authorized to sell three vehicles to for a total purchase price of $25,100. The Debtor will pay to Rymes $2,550, which, after applying the $10,000 amount owed on account of the assignment of the Patriots Season tickets, is 50% of the sale proceeds. The parties also effectively reserved and retained any and all causes of action, equitable and statutory rights and other claims of any and every nature whatsoever which they have, may have or might hereafter have against each other under the asset purchase agreement and/or breaches thereof and defaults thereunder and all remedies therefor, except for those expressly compromised and settled by this and earlier orders of the Court, and that no action taken in compliance with the order or anything else done or omitted to be done in connection herewith constitutes or is intended to constitute a discharge, release or relinquishment of any of the their reserved claims. About Fred Fuller Oil Hudson, New Hampshire-based Fred Fuller Oil & Propane Co., Inc.,â€¨the largest heating oil company in the state, serving about 30,000 â€¨New Hampshire customers. It sought Chapter 11 protection (Bankr.â€¨D. N.H. Case No. 14-12188) in Manchester, New Hampshire, on Nov.â€¨10, 2014, without stating a reason. It estimated $10 million to â€¨$50 million in assets and debt. The Nov. 10, 2014 court filing â€¨shows that the Debtor has about $13.5 million in debts. Jeremyâ€¨ Blackman at Concord Monitor reports that the Debtor owes more thanâ€¨ $276,000 to Harvard Pilgrim Health Care and nearly $94,000 to theâ€¨city of Laconia and the towns of Hudson, Milford and Northfield.â€¨â€¨ According to Concord Monitor, the bankruptcy case was initially â€¨filed on Nov. 10 under Chapter 7, but that has since beenâ€¨terminated and replaced with a Chapter 11 restructuring proposal.â€¨â€¨ William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester,â€¨serves as counsel to the Debtor. Fredrick J. Fuller, the â€¨president, signed the bankruptcy petition.â€¨â€¨ On Feb. 12, 2015, the Office of the United States Trustee appointed an Official Committee of Unsecured Creditors. The Committee selected Brinkman Portillo Ronk, APC, as its counsel with Demingâ€¨ Law Office acting "of counsel." GORDON PROPERTIES: Seeks Transfer of $1.5-Mil. in Sale Proceeds --------------------------------------------------------------- Gordon Properties, LLC, and its debtor affiliates ask the United States Bankruptcy Court for the District of Virginia to modify its order regarding the proceeds of the sale of Street-Front Unit. The Debtor asks that its counsel, Odin Feldman & Pittleman PC, be authorized to transfer from the Proceeds Escrow to Gordon Properties' debtor-in-possession account a total of $1,500,000, to be used by the Debtor as follows: (a) $530,000 to pay principal and accrued interest on the Third Line; (b) $490,000 to pay principal and accrued interest on the Fourth Line; and (c) $480,000 to pay the cost of improvements to the Units and the storage spaces. Donald F. King, Esq., at Odin Feldman & Pittleman PC, in Reston, Virginia, explains that the members of Gordon Properties have met and agreed upon the plan to pay the Third and Fourth Lines prior to dismissal of the case and to allow Gordon Properties to pay the First and Second Lines following dismissal. Consequently, all administrative expenses will have been paid in full prior to dismissal, with the exception of the balance due on the First and Second Lines, both of which remain fully secured by deeds of trust encumbering Gordon Properties' condominium units, Mr. King adds. The Hearing on the motion is scheduled for Sept. 9, 2015, at 11:00 AM. The Debtors are represented by: Donald F. King, Esq. ODIN FELDMAN & PITTLEMAN PC 1775 Wiehle Avenue, Suite 400 Reston, Virginia 20190 Tel: 703-218-2116 Fax: 703-218-2160 Email: donking@ofplaw.com About Gordon Properties, LLC Alexandria, Va.-based Gordon Properties, LLC, owns 39 condominium units in The 4600 Condominium, a high-rise apartment building with both residential and commercial units. Gordon Properties' ownership of these condos represents about a 20% interest in the Forty Six Hundred Condominium project -- http://foa4600.org/-- in Alexandria. Gordon also owns all of the equity of a subsidiary, Condominium Services, Inc., which operates as a condominium management company. Gordon Properties is owned by related family members, Bryan Sells, Mr. Sells' sister, Elizabeth Greenwell, and his cousins, Lindsay Wilson and Julia Langdon. The company was created in 2002 to take title to the Condo Units which had been held in a trust that was created under the will of Bryan Gordon following his death. Bryan Gordon was the grandfather of the four members of the Debtor. Gordon Properties sought Chapter 11 protection (Bankr. E.D. Va. Case No. 09-18086) on Oct. 2, 2009, and is represented by Donald F. King, Esq., at Odin, Feldman & Pittleman PC in Fairfax, Va. Gordon Properties disclosed $11.1 million in assets and $1.56 million in liabilities. Condominium Services filed its chapter 11 petition (Bankr. E.D. Va. 10-10581) on Jan. 26, 2010. It scheduled one creditor, the condominium association, with a disputed claim of $436,802. The association filed a proof of claim asserting a claim of $453,533. A second proof of claim was filed by the Internal Revenue Service for $1,955. According to its schedules, if both claims are allowed, it has a net deficit of about $426,900. CSI is wholly owned by Gordon Properties. In February 2012, Judge Mayer denied the motion of the association to substantively consolidate the chapter 11 bankruptcy cases of Gordon Properties and Condominium Services, Inc., the condominium management company. Gordon Properties and CSI opposed the motion. The two cases were previously administratively consolidated. GULFMARK OFFSHORE: Moody's Cuts Corporate Family Rating to B3 ------------------------------------------------------------- Moody's Investors Service (Moody's) downgraded GulfMark Offshore Inc.'s Corporate Family Rating (CFR) to B3 from Ba3, Probability of Default Rating (PDR) to B3-PD from Ba3-PD, and senior unsecured notes to Caa1 from B1. In addition, the Speculative Grade Liquidity (SGL) Rating was lowered to SGL-3 from SGL-2 and the rating outlook was changed to negative from stable. "GulfMark's rating downgrades were driven by the sharp decline in its earnings through 2015 and the rapid deterioration in its credit metrics," said Sreedhar Kona, Moody's Senior Analyst. "The negative outlook reflects our expectation of further deterioration through 2016 due to weak demand outlook in the oilfield services sector." Downgrades: Issuer: GulfMark Offshore Inc. Corporate Family Rating, Downgraded to B3 from Ba3 Probability of Default Rating, Downgraded to B3-PD from Ba3-PD Senior Unsecured Notes due 2022, Downgraded to Caa1 (LGD4) from B1 (LGD4) Speculative Grade Liquidity (SGL) Rating, Lowered to SGL-3 from SGL-2 Outlook Actions: Issuer: GulfMark Offshore Inc. Outlook, Changed to Negative from Stable RATINGS RATIONALE The downgrade of GulfMark's Corporate Family Rating (CFR) to B3 from Ba3 is primarily driven by the sharp decline in cash flow generation due to poor demand for oil field services at least through 2016. With no immediate signs of a commodity price recovery or a meaningful increase in 2016 upstream capital budgets, GulfMark's debt to EBITDA ratio will increase to above 11.0x by yearend 2015 and escalate further by yearend 2016, as the company's EBITDA drops further below the 2015 EBITDA. Gulfmark's Debt to EBITDA ratio was above 5.0x as of June 30, 2015. Although the company has been able to amend its covenant requirements under its senior secured credit facilities, the outlook for 2016 leaves very little covenant cushion. The company's ratings benefit from its high-quality fleet of vessels, good market position and strong geographic diversification, however they are constrained by the company's deepwater focus and the current negative outlook for the deepwater sector. The Caa1 rating on GulfMark's $500 million of senior unsecured notes due 2022 reflects their subordination to the $200 million senior secured revolving credit facility (Multicurrency Facility Agreement) due 2019 and the NOK 600 Norwegian senior secured revolving credit facility (Norwegian Facility Agreement) due 2017, and their priority claims to certain of the company's assets. The combined size of these revolver facilities relative to GulfMark's outstanding senior unsecured notes results in the notes being rated one-notch below the B3 CFR. GulfMark will have adequate liquidity through 2016, as indicated by the SGL-3 Speculative Grade Liquidity Rating. At June 30, 2015, GulfMark had $78.4 million of cash, $126.4 million of availability under its $200 million revolving credit facility ($72 million of borrowings and $1.6 million of letters of credit outstanding) and NOK600 (approximately $76.4 million) fully available under its Norwegian senior secured revolving credit facility. For the full year 2015, GulfMark's cash interest will be approximately $31 million and capital spending of approximately $42 million. We expect the company to either rely on the existing cash on the balance sheet or borrowings under the revolving credit facility to meet its cash needs, as the EBITDA generated through 2015 may not be sufficient. There are a multitude of financial maintenance covenants under the Multicurrency Facility and the Norwegian Facility. The Multicurrency Facility has a capitalization ratio requirement of 50%, an interest coverage ratio that loosens from 3.0x as of June 30, 2015 to 1.0x for all four quarters of 2016, a collateral to debt ratio of 175%, a collateral to commitments ratio which steps down from 150% in September 2015 to 125% in December 2015, and a minimum liquidity test of $50 million. The Norwegian Facility has the same capitalization ratio and interest coverage ratio tests as the Multicurrency facility, and in addition an aggregate loans to fleet market value of 150%, for the vessels securing the facility. Due to the expected decline in cash flow, the company's covenant cushion under the interest coverage covenant is very low through 2016. The company has 61% of its fleet not pledged as collateral to the secured facilities and the potential sale of some assets moderately accounts for alternate liquidity sources. The negative outlook reflects the likelihood for still weaker financial performance through 2016. A downgrade could occur if the company's earnings deteriorate, eroding the covenant cushion, or if liquidity drops below $175 million which must include a minimum of $50 million cash. Ratings are not likely to be upgraded at least through 2016, given the weak demand outlook and softness in the oilfield services sector. Should a rise in utilization rates and dayrates contribute to debt to EBITDA ratio appearing to be sustainable below 5.0x, combined with good liquidity, GulfMark's ratings could be upgraded. GulfMark owns and operates a fleet of marine offshore support vessels (OSVs), which provide support and transportation services for the offshore oil and gas industry. GULFPORT ENERGY: S&P Hikes Corp Credit Rating to B+, Outlook Stable ------------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Oklahoma City-based Gulfport Energy Corp. to 'B+' from 'B'. The outlook is stable. At the same time, S&P raised the issue-level ratings on the company's senior unsecured debt to 'B+' from 'B'. The recovery rating remains '4', indicating S&P's expectation of average (30% to 50%) recovery in the event of default. S&P's recovery expectations are in the lower half of the 30% to 50% range. "The upgrade on Gulfport Energy reflects our assessment of the company's production growth in the Utica shale and the company's improved ability over the past several quarters to meet its public operating guidance," said Standard & Poor's credit analyst Stephen Scovotti. While Gulfport fell short of public production forecasts in 2013 and the first half of 2014, the company has been meeting its public guidance recently. S&P now assess the company's management and governance as "fair." The ratings on Gulfport reflect S&P's view of its geographic concentration in the Utica shale, as well as its aggressive capital spending over the past few years, which S&P expects to continue at more moderate levels. The ratings also reflect S&P's view of the volatility and capital-intensive nature of the oil and gas E&P industry. These weaknesses are partially buffered by its significant growth potential in the Utica shale and the company's willingness to fund capital spending and acquisitions with equity issuance. S&P characterizes Gulfport's business risk as "vulnerable," its financial risk as "significant," and its liquidity as "adequate." The stable outlook reflects S&P's expectation that the company will continue to increase production in the Utica shale, while maintaining FFO to debt of close to 30% in 2015. In 2016, S&P expects credit measures to improve compared with 2015 levels. S&P could lower the rating if FFO to debt fell below 20% on a sustained basis or if S&P viewed liquidity as "less than adequate." S&P believes this could occur if production is less than its expectation for several quarters of if the company makes a debt-funded acquisition. S&P could consider an upgrade due to an improvement in the company's business profile, while maintaining FFO/debt of greater than 20%. This could occur if the company continues to increase production and reserves in the Utica shale, while funding acquisitions and capital spending in a conservative manner. HERCULES OFFSHORE: Chapter 11 Cases Jointly Administered -------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware entered on Aug. 14, 2015, an order directing joint administration of the Chapter 11 cases of Hercules Offshore, Inc.; Cliffs Drilling Company; Cliffs Drilling Trinidad L.L.C.; FDT LLC; FDT Holdings LLC; Hercules Drilling Company, LLC; Hercules Liftboat Company, LLC; Hercules Offshore Services LLC; Hercules Offshore Liftboat Company LLC; HERO Holdings, Inc.; SD Drilling LLC; THE Offshore Drilling Company; THE Onshore Drilling Company; TODCO Amerias Inc.; and TODCO International Inc., under Lead Case No. 15-11685. About Hercules Offshore Headquartered in Houston, Hercules Offshore, Inc. -- http://www.herculesoffshore.com/-- operates a fleet of 27 jackup rigs, including one rig under construction, and 21 liftboats. The Company offers a range of services to oil and gas producers to meet their needs during drilling, well service, platform inspection, maintenance, and decommissioning operations in several key shallow water provinces around the world. On Aug. 13, 2015 Hercules Offshore and 14 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11685) in the U.S. Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Kevin J. Carey. The Debtors on the Petition Date filed a pre-packaged Chapter 11 plan that would convert $1.2 billion of outstanding senior notes to 96.9% of new common equity. A hearing will be held on Sept. 24 to consider approval of the explanatory Disclosure Statement and confirmation of the Debtors' Prepackaged Chapter 11 Plan of Reorganization. The Debtors tapped Baker Botts LLP as counsel; Morris, Nichols, Arsht & Tunnell, as local counsel; Andrews Kurth LLP, as general corporate counsel; Lazard Freres & Co. LLC, as investment banker, Alvarez & Marsal, as restructuring advisor; and Prime Clerk, LLC, as claims and noticing agent. The Steering Group of Holders of Senior Notes is represented by Akin Gump Strauss Hauer & Feld LLP's Arik Preis, Esq., and Michael S. Stamer, Esq. HERO disclosed $546 million in assets and $1.306 billion in debt as of Aug. 11, 2015. HERCULES OFFSHORE: Court Okays Prime Clerk as Claims Agent ---------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized the employment of Prime Clerk LLC as Hercules Offshore, Inc., et al.'s claims and noticing agent. Prime Clerk will, among other things, (i) distribute required notices to parties in interest, (ii) receive, maintain, docket and otherwise administer the proofs of claim filed in the Debtors' Chapter 11 cases and (iii) provide other administrative services -- as required by the Debtors -- that would fall within the purview of services to be provided by the Clerk's office. The Debtors estimated that there are in excess of 5,000 creditors in these Chapter 11 cases, many of them are expected to file proofs of claim. Receiving, docketing and maintaining of proofs of claim would be unduly time consuming and burdensome for the Clerk. Prime Clerk Doesn't hold an interest adverse to the Debtors or the estates respecting the matters upon which it is to be engaged. About Hercules Offshore Headquartered in Houston, Hercules Offshore, Inc. -- http://www.herculesoffshore.com/-- operates a fleet of 27 jackup rigs, including one rig under construction, and 21 liftboats. The Company offers a range of services to oil and gas producers to meet their needs during drilling, well service, platform inspection, maintenance, and decommissioning operations in several key shallow water provinces around the world. On Aug. 13, 2015 Hercules Offshore and 14 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11685) in the U.S. Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Kevin J. Carey. The Debtors on the Petition Date filed a pre-packaged Chapter 11 plan that would convert $1.2 billion of outstanding senior notes to 96.9% of new common equity. A hearing will be held on Sept. 24 to consider approval of the explanatory Disclosure Statement and confirmation of the Debtors' Prepackaged Chapter 11 Plan of Reorganization. The Debtors tapped Baker Botts LLP as counsel; Morris, Nichols, Arsht & Tunnell, as local counsel; Andrews Kurth LLP, as general corporate counsel; Lazard Freres & Co. LLC, as investment banker, Alvarez & Marsal, as restructuring advisor; and Prime Clerk, LLC, as claims and noticing agent. The Steering Group of Holders of Senior Notes is represented by Akin Gump Strauss Hauer & Feld LLP's Arik Preis, Esq., and Michael S. Stamer, Esq. HERO disclosed $546 million in assets and $1.306 billion in debt as of Aug. 11, 2015. HMK MATTRESS: S&P Raises Corp Credit Rating to 'B', Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Hicksville, N.Y.-based HMK Mattress Holdings LLC to 'B' from 'B-'. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's term loan to 'B' from 'B-'. The '3' recovery rating remains unchanged, and reflects S&P's expectation for meaningful recovery in the event of a payment default at the lower end of the 50% to 70% range. S&P do not rate the company's revolver. "The upgrade reflects a turnaround from weaker 2014 results after the company successfully executed its enhanced national marketing strategy under a new chief marketing officer. We also expect continued store growth in the coming year," said credit analyst Diya Iyer. "Players including Mattress Firm continue to aggressively grow through acquisitions and the industry is becoming increasingly competitive thanks to attractive product margins, with new entrants ranging from home improvement to off-price retailers. However, we believe Sleepy's will continue to grow its market share, including in newer areas like Chicago, through enhanced inventory management and utilization of a large new distribution center in Illinois." The outlook on HMK is stable. S&P expects operational improvement and debt reduction to result in enhanced credit measures over the next year, but increased competition in the industry and ability to sustain recent performance improvements remain key risk factors. S&P could lower the rating if the company's interest coverage ratio approaches 2.0x, which could occur if sales decline by a low- to mid-single-digit percent rate and gross margin falls 200 bps from expectations. It could also occur if SG&A costs grow at a double-digit percent rate compared with the current high-single-digit rate. In this scenario, EBITDA would decline 30%. S&P could raise the rating if sales increase in the 20% range and gross margin improves more than 100 bps in the coming year, resulting in leverage in the low-3.0x area and coverage in the 4.0x area. S&P don't believe the company would be able to undertake an aggressive transaction such as a large debt-funded dividend or acquisition and continue generating stable cash flow even after this year's debt repayments. HOLIDAY MARINAS: Vessels Must Be Removed From Marina by Nov. 30 --------------------------------------------------------------- The deadline for boats and barges to be removed from the Pier 36/Lake Belton Marina has been extended to Nov. 30, 2015, from Sept. 8, 2015, Deborah McKenon at Temple Daily Telegram reports, citing Clay Church, U.S. Army Corps of Engineers' Fort Worth District office spokesperson. Temple Daily relates that Jeff Lagow, owner of the Pier 36/Lake Belton Marina, had filed a temporary restraining order to stop the Corps from forcing boats and barges to leave the marina by the Sept. 8 deadline set by the Corps, and discontinue efforts that would devalue the marina's assets. According to Temple Daily, the Corps is continuing the process to find a new marina operator for the area currently occupied by the marina. The report says that a new marina leaseholder is expected to be selected by Sept. 4, 2015. As reported by the Troubled Company Reporter on Aug. 21, 2015, Mr. Lagow turned to Chapter 11 bankruptcy to be able to sell the assets of the marina to one of two prospective buyers -- H&H Marina, as the stalking horse bidder; and Frank Smith's Inc., as the backup bidder. Court filings state that Frank Smith and H&H Marina valued the assets at $1.5 million, but that if the Corps continues to "destroy the value of the marina assets," the Debtor will receive little to nothing in exchange for the assets. Headquartered in Dallas, Texas, Holiday Marinas, Incorporated, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-33301) on Aug. 11, 2015, estimating its assets at between $1 million and $10 million and liabilities at between $100,000 and $500,000. The petition was signed by Jeff Lagow, president and owner of the Pier 36/Lake Belton Marina. Judge Stacey G. Jernigan presides over the case. Rakhee V. Patel, Esq., at Shackelford, Melton, McKinley & Norton LLP, serves as the Company's bankruptcy counsel. INTERFACE INC: S&P Affirms Then Withdraws 'BB+' CCR --------------------------------------------------- Standard & Poor's Ratings Services said it affirmed all of its ratings on Interface Inc., including its 'BB+' corporate credit rating. S&P then withdrew its corporate credit rating, issue-level ratings, and recovery ratings at the company's request. The affirmation and withdrawal follow Interface's request that S&P withdraw all of its ratings on the company following the redemption of all its senior notes. LA HABRA RDA SUCCESSOR: Moody's Hikes 2000 TABs Ratings From Ba1 ---------------------------------------------------------------- Moody's Investors Service upgraded to Baa2 from Ba1 the Successor Agency to the City of La Habra Redevelopment Agency, California's 2000 Tax Allocation Bonds. On June 24, 2015, in connection with the release of our Tax Increment Debt methodology, we placed the ratings for nearly all California tax allocation bonds (TABs) on review for upgrade, including this successor agency's (SA) TABs. This rating action completes our review for this SA. Three years into the post-dissolution process, the administrative risks related to the payment of debt service have significantly lessened. So, we are now placing greater weight on the fundamental project area characteristics and some of the positive features of the dissolution legislation, including the closed lien status of the debt and the availability of the 20% of tax increment revenues previously restricted for use on affordable housing to pay debt service. SUMMARY RATING RATIONALE The upgrade to Baa2 primarily reflects the successor agency's strong debt service coverage by tax increment revenues and the city's moderate socioeconomic measures. The rating also incorporates the project area's relatively small but growing tax base and high taxpayer concentration. The rating factors in the SA's successful adaptation to post dissolution processes and administrative procedures and our expectation that this will continue. The rating also incorporates our generally positive assessment of the implementation of the legislation that dissolved redevelopment agencies (RDAs) by most successor agencies over the last three years, leading to timely payment of debt service on California TABs. In 2012, state legislation dissolved all California RDAs, replacing them with "successor agencies" to serve as fiduciary agents. Dissolution effectively changed the flow of funds and processes around the payment of debt service on TABs. Tax increment revenue is placed in trust with the county auditor-controller, who makes semi-annual distributions of funds sufficient to pay debt service on TABs and other "enforceable obligations" approved by the state. OUTLOOK Outlooks are generally not applicable for local government credits with this amount of debt outstanding. WHAT COULD MAKE THE RATING GO UP -- Sizable increase in incremental assessed value of the project area, leading to greater debt service coverage WHAT COULD MAKE THE RATING GO DOWN -- Protracted decline in assessed value -- Erosion of debt service coverage by tax increment revenues -- State administrative or legislative changes that create uncertainty as to the timely payment of scheduled debt service OBLIGOR PROFILE The SA is a separate legal entity from the City of La Habra. The SA is responsible for winding down the operations of the former RDA, making payments on state approved "enforceable obligations" and liquidating any unencumbered assets to be distributed to other local taxing entities. LEGAL SECURITY The legal security for the project area is tax increment revenue net of senior pass-through obligations. While not legally pledged, the dissolution laws permit the TABs to be paid from all available monies in the Redevelopment Property Tax Trust Fund, after payment of senior pass through payments and certain administrative charges. This includes former housing set-aside from tax increment revenues, at 20% of annual tax increment revenues previously considered restricted as housing set-asides. The SA is responsible for notifying the county auditor-controller of any shortfall in TI revenue expected to be deposited in the RPTTF needed for the payment of TAB debt service that would result from the disbursal of the monies for subordinated pass-through payments, so that the necessary subordination can be effected through changes to the usual flow of funds. LE CENTER, MN: Moody's Hikes Gen. Obligation Debt Rating to Ba2 --------------------------------------------------------------- Moody's Investors Service has upgraded the rating on the City of Le Center, MN's general obligation debt to Ba2 from Ba3. The Ba2 rating applies to $2.9 million of GO debt that carries a Moody's rating. Concurrently, we have revised the outlook from positive to stable. SUMMARY RATING RATIONALE The upgrade to Ba2 reflects the city's narrow, though significantly improved financial position along with its long-range financial management plan. The rating also incorporates the city's very high debt burden, very small tax base, and relatively recent cash flow challenges that have been somewhat mitigated by management's new long-range financial planning. OUTLOOK The stable outlook reflects our expectation that the city's financial profile will continue to improve while its debt burden will remain high. WHAT COULD MAKE THE RATING GO UP -- A sustained discontinuation of reliance on cash flow borrowing for operations and debt service payments -- Continued progress in rebuilding reserves and liquidity across all funds -- Significant growth and diversification of the city's modestly sized tax base WHAT COULD MAKE THE RATING GO DOWN -- Failure to meet targeted reserves levels in projected time span -- Weakening of the city's demographic profile or tax base -- Inability to make debt service payments on time and in full OBLIGOR PROFILE The City of Le Center is located approximately 50 miles southwest of the Minneapolis-St. Paul (both rated Aa1 stable) metropolitan area and serves as the county seat of Le Sueur County. The city covers 1.5 square miles and had a 2010 Census population of 2,499. LEGAL SECURITY Debt service on the bonds is secured by the city's general obligation unlimited tax pledge and benefits from an ad valorem property tax that is not limited by rate or amount. LEE STEEL: Court Aprroves Ford Branded Vehicles Sale ---------------------------------------------------- Judge Marci McIvor of the United States Bankruptcy Court of the Eastern District of Michigan, Southern Division, authorized Lee Steel Corporation, et al., to sell Ford branded vehicles, free and clear of liens, claims, interests, and encumbrances. The Court approved a stipulation among the Debtors, The Huntington National Bank, and the Official Committee of Unsecured Creditors under which the parties agreed that the Sale Proceeds will be remitted to Debtors' counsel to be held in trust until the time as (i) the Debtors, Committee and Lender stipulate in writing as to how the Sale Proceeds are to be distributed, (ii) the right of the Committee to object to the liens of Lender expires (in which event the Sale Proceeds shall be paid to Lender as permitted by and in accordance with the terms of the DIP Order), or (iii) the Court enters an order directing the distribution of the Sale Proceeds. The parties agreed that the Debtors will not be required to obtain the consent of the Committee prior to consummating any Sales, where the price to be paid by a purchaser of any of the Vehicles is equal to or more than the Market List Price. About Lee Steel Novi, Michigan-based Lee Steel Corp., provides flat rolled steel, including hot rolled steel, cold rolled steel, and exposed coated products for automotive and other manufacturing industries. Lee Steel and 2 affiliated companies -- Taylor Industrial Properties, L.L.C., and 4L Ventures, LLC -- filed for separate bankruptcy protection (Bankr. D. Del. Case No. 15-45784) on April 13, 2015. The Hon. Marci B. McIvor presides over the cases. Joshua A. Gadharf, Esq., at McDonald Hopkins PLC, represents the Debtor. Huron Business Advisory, serves as financial advisor; and Epiq Bankruptcy Solutions serves as claims and noticing agent. Lee Steel disclosed $63,206,282 in total assets and $62,659,806 in total liabilities. The U.S. Trustee for Region 9 appointed three creditors to serve on the official committee of unsecured creditors. Conway Mackenzie, Inc. serves as its financial advisor. LEE STEEL: Court Aprroves Herr Voss Strand Extensioner Sale ----------------------------------------------------------- Judge Marci McIvor of the United States Bankruptcy Court of the Eastern District of Michigan, Southern Division, authorized Lee Steel Corporation, et al., to sell a Herr Voss Strand Extensioner, free and clear of liens, claims, interests and encumbrances. Upon the closing of the sale, the proceeds received by the Debtors from the sale will be paid to Lender as permitted by and in accordance with terms of the DIP Order. About Lee Steel Novi, Michigan-based Lee Steel Corp., provides flat rolled steel, including hot rolled steel, cold rolled steel, and exposed coated products for automotive and other manufacturing industries. Lee Steel and 2 affiliated companies -- Taylor Industrial Properties, L.L.C., and 4L Ventures, LLC -- filed for separate bankruptcy protection (Bankr. D. Del. Case No. 15-45784) on April 13, 2015. The Hon. Marci B. McIvor presides over the cases. Joshua A. Gadharf, Esq., at McDonald Hopkins PLC, represents the Debtor. Huron Business Advisory, serves as financial advisor; and Epiq Bankruptcy Solutions serves as claims and noticing agent. Lee Steel disclosed $63,206,282 in total assets and $62,659,806 in total liabilities. The U.S. Trustee for Region 9 appointed three creditors to serve on the official committee of unsecured creditors. Conway Mackenzie, Inc. serves as its financial advisor. LEE STEEL: Has Court OK to Sell Wyoming Facility to Union Partners ------------------------------------------------------------------ Judge Marci McIvor of the United States Bankruptcy Court of the Eastern District of Michigan, Southern Division, authorized Lee Steel Corporation, et al., to sell substantially all of its assets, including their fixed assets at the Wyoming Facility and their working capital assets at the Romulus Facility, to Union Partners I, LLC. Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review, reported that Union Partners won the bidding for the Debtors' Wyoming assets and working capital with a $23.6 million offer. According to Union Partners, the Romulus operations will be consolidated into the Wyoming facility and there will be no interruption in service to Lee Steel's customers. In addition, Lee Steel intends to maintain distribution capabilities in the Detroit area as a complement to its operations in Wyoming. Lee Steel will be operated as a going-concern, top-tier service center focused on a continuation and expansion of a 60+ year history of unmatched quality and service to its customers. "This was an opportunity to add significant talent to our family of companies; not only does Lee Steel have an exceptional staff, but they arguably have some of the finest equipment and service provided in Michigan. We look forward to Lee Steel's bright future and will continue to focus on the needs and services of Lee Steel's customers," said Chris Hutter of Union Partners. Judge McIvor ruled that proceeds from vehicles sold under the Union Partners Sale Agreement will be free and clear of any and all liens, claims, and encumbrances. The Debtors' counsel will hold the vehicle proceeds in the amount of $132,000 under the Union Partners Sale Agreement in trust until the time as: (i) the Debtors, Unsecured Creditors Committee, and Lender stipulate in writing as to how the vehicle proceeds are to be distributed, (ii) the right of the Unsecured Creditors Committee to object to the liens of Lender expires (in which event the vehicle proceeds will be paid to Lender as permitted by and in accordance with the terms of the DIP Order), or (iii) the Court enters an order directing the distribution of the vehicle proceeds. Judge McIvor overruled and denied on the merits all objections to the sale of substantially all of the Debtors' assets, including objections raised by the Official Committee of Unsecured Creditors and The Hungtington National Bank. The Debtors are represented by: Stephen M. Gross, Esq. Jayson B. Ruff, Esq. Joshua A. Gadharf, Esq. McDONALD HOPKINS PLC 39533 Woodward Avenue Suite 318 Bloomfield Hills, MI 48304 Tel: (248) 646-5070 Fax: (248) 646-5075 Email: sgross@mcdonaldhopkins.com jruff@mcdonaldhopkins.com jgadharf@mcdonaldhopkins.com -- and -- Manju Gupta, Esq. McDONALD HOPKINS LLC 600 Superior Avenue, E., Suite 2100 Cleveland, OH 44114 Tel: (216) 348-5400 Fax: (216) 348-5474 Email:mgupta@mcdonaldhopkins.com The Official Committee of Unsecured Creditors are represented by: Anthony J. Kochis, Esq. Scott A. Wolfson, Esq. Anthony J. Kochis, Esq. WOLFSON BOLTON PLLC 3150 Livernois, Suite 275 Troy, MI 48083 Tel: (248) 247-7105 Fax: (248) 247-7099 Email: akochis@wolfsonbolton.com The Hungtington National Bank is represented by: Steven G. Howell, Esq. Allison. R. Bach, Esq. DICKINSON WRIGHT PLLC 500 Woodward Ave., Suite 4000 Detroit, Michigan 48335 Tel: (313) 223-3500 Email: abach@dickinsonwright.com About Lee Steel Novi, Michigan-based Lee Steel Corp., provides flat rolled steel, including hot rolled steel, cold rolled steel, and exposed coated products for automotive and other manufacturing industries. Lee Steel and 2 affiliated companies -- Taylor Industrial Properties, L.L.C., and 4L Ventures, LLC -- filed for separate bankruptcy protection (Bankr. D. Del. Case No. 15-45784) on April 13, 2015. The Hon. Marci B. McIvor presides over the cases. Joshua A. Gadharf, Esq., at McDonald Hopkins PLC, represents the Debtor. Huron Business Advisory, serves as financial advisor; and Epiq Bankruptcy Solutions serves as claims and noticing agent. Lee Steel disclosed $63,206,282 in total assets and $62,659,806 in total liabilities. The U.S. Trustee for Region 9 appointed three creditors to serve on the official committee of unsecured creditors. Conway Mackenzie, Inc. serves as its financial advisor. LEE STEEL: Sells Romulus Facility to Hilco for $14.0-Mil. --------------------------------------------------------- Judge Marci McIvor of the United States Bankruptcy Court of the Eastern District of Michigan, Southern Division, authorized Lee Steel Corporation, et al., to sell substantially all of their assets at the Romulus Facility to Hilco Industrial, LLC, and Hilco Real Estate, LLC, for $14.0 million. According to Hilco, the deal includes a 200,000 square foot plant and all of the steel processing equipment located at the Romulus site. The sale is expected to close in mid-September. Judge McIvor ruled that proceeds from vehicles sold under the Union Partners Sale Agreement and Hilco Sale Agreement will be free and clear of any and all liens, claims, and encumbrances. The Debtors' counsel will hold the vehicle proceeds in the amount of $132,000 under the Union Partners Sale Agreement and vehicle proceeds in the amount of $36,000 in trust until the time as: (i) the Debtors, Unsecured Creditors Committee, and Lender stipulate in writing as to how the vehicle proceeds are to be distributed, (ii) the right of the Unsecured Creditors Committee to object to the liens of Lender expires (in which event the vehicle proceeds will be paid to Lender as permitted by and in accordance with the terms of the DIP Order), or (iii) the Court enters an order directing the distribution of the vehicle proceeds. Judge McIvor overruled and denied on the merits all objections to the sale of substantially all of the Debtors' assets, including objections raised by the Official Committee of Unsecured Creditors and The Hungtington National Bank. The Debtors are represented by: Stephen M. Gross, Esq. Jayson B. Ruff, Esq. Joshua A. Gadharf, Esq. McDONALD HOPKINS PLC 39533 Woodward Avenue Suite 318 Bloomfield Hills, MI 48304 Tel: (248) 646-5070 Fax: (248) 646-5075 Email: sgross@mcdonaldhopkins.com jruff@mcdonaldhopkins.com jgadharf@mcdonaldhopkins.com -- and -- Manju Gupta, Esq. McDONALD HOPKINS LLC 600 Superior Avenue, E., Suite 2100 Cleveland, OH 44114 Tel: (216) 348-5400 Fax: (216) 348-5474 Email:mgupta@mcdonaldhopkins.com The Official Committee of Unsecured Creditors are represented by: Anthony J. Kochis, Esq. Scott A. Wolfson, Esq. Anthony J. Kochis, Esq. WOLFSON BOLTON PLLC 3150 Livernois, Suite 275 Troy, MI 48083 Tel: (248) 247-7105 Fax: (248) 247-7099 Email: akochis@wolfsonbolton.com The Hungtington National Bank is represented by: Steven G. Howell, Esq. Allison. R. Bach, Esq. DICKINSON WRIGHT PLLC 500 Woodward Ave., Suite 4000 Detroit, Michigan 48335 Tel: (313) 223-3500 Email: abach@dickinsonwright.com About Lee Steel Novi, Michigan-based Lee Steel Corp., provides flat rolled steel, including hot rolled steel, cold rolled steel, and exposed coated products for automotive and other manufacturing industries. Lee Steel and 2 affiliated companies -- Taylor Industrial Properties, L.L.C., and 4L Ventures, LLC -- filed for separate bankruptcy protection (Bankr. D. Del. Case No. 15-45784) on April 13, 2015. The Hon. Marci B. McIvor presides over the cases. Joshua A. Gadharf, Esq., at McDonald Hopkins PLC, represents the Debtor. Huron Business Advisory, serves as financial advisor; and Epiq Bankruptcy Solutions serves as claims and noticing agent. Lee Steel disclosed $63,206,282 in total assets and $62,659,806 in total liabilities. The U.S. Trustee for Region 9 appointed three creditors to serve on the official committee of unsecured creditors. Conway Mackenzie, Inc. serves as its financial advisor. LENNAR CORP: Fitch Affirms BB+ Issuer Default Rating, Outlook Pos. ------------------------------------------------------------------ Fitch Ratings has affirmed the ratings of Lennar Corporation (NYSE: LEN), including the company's Issuer Default Rating (IDR), at 'BB+'. The Rating Outlook has been revised to Positive from Stable. KEY RATING DRIVERS The ratings for Lennar are based on the company's strong track record over the past 40+ years, geographic diversity, customer and product focus, generally conservative building practices and effective utilization of return on invested capital criteria as a key element of its operating model. Additionally, there has been continuity in Lennar's management during this housing cycle and Fitch considers this management team to be the deepest among the public builders within in its coverage. The revision of the Outlook to Positive reflects Lennar's operating performance in 2014 and year-to-date (YTD) in 2015, current and year-end projected 2015 and 2016 financial ratios (especially leverage and coverage), solid liquidity position and favorable prospects for the housing sector during the balance of 2015 and 2016 and probably 2017. Fitch believes that the housing recovery is firmly in place (although the rate of recovery remains well below historical levels and the recovery will likely continue to occur in fits and starts). The company did a good job in reducing its inventory exposure (especially early in the correction) and generating positive operating cash flow during the recent, severe industry downturn. Additionally, Lennar steadily, substantially reduced its number of joint ventures (JVs) over the last few years and, as a consequence, has very sharply lowered its JV recourse debt exposure (from $1.76 billion to $22.7 million as of May 31, 2015). In contrast to almost all the other public homebuilders, Lennar was profitable in fiscal 2010 and 2011 and was solidly profitable in fiscal 2012, 2013 and 2014. The company's gross margins are consistently above its peers and contributions from its Rialto segment have added to profits in 2010, 2011, 2012, 2013 and 2014. There are still some challenges facing the housing market that are likely to moderate the intermediate stages of this recovery. Nevertheless, Fitch believes Lennar has the financial flexibility to navigate through the sometimes challenging market conditions and continue to broaden its franchise and invest in land and other opportunities. THE INDUSTRY Housing metrics increased in 2014 due to more robust economic growth during the last three quarters of the year (prompted by improved household net worth, industrial production and consumer spending), and, consequently, acceleration in job growth (as unemployment rates decreased to 6.2% for 2014 from an average of 7.4% in 2013), despite modestly higher interest rates, as well as more measured home price inflation. A combination of tax increases and spending cuts in 2013 shaved about 1.5pp off annual economic growth, according to the Congressional Budget Office. Many forecasters estimate the fiscal drag in 2014 was only about 0.25%. Single-family starts in 2014 improved 4.8% to 648,000 as multifamily volume grew 15.6% to 355,000. Thus, total starts in 2014 were 1.003 million. New home sales were up a modest 1.6% to 436,000, while existing home volume was off 2.9% to 4.940 million largely due to fewer distressed homes for sale and limited inventory. New home price inflation moderated in 2014, at least partially because of higher interest rates and buyer resistance. Average new home prices (as measured by the Census Bureau) rose 6.4% in 2014, while median home prices advanced approximately 5.4%. Housing activity is likely to ratchet up more sharply in 2015 with the support of a steadily growing, relatively robust economy throughout the balance of the year. Considerably lower oil prices should restrain inflation and leave American consumers with more money to spend. The unemployment rate should continue to move lower (average 5.3% in 2015). Credit standards should steadily, moderately ease throughout 2015. Demographics should be more of a positive catalyst. More of those younger adults who have been living at home should find jobs and these 25-35-year-olds should provide some incremental elevation to the rental and starter home markets. Single-family starts are forecast to rise about 12.5% to 729,000 as multifamily volume expands about 7.3% to 381,000. Total starts would be in excess of 1.1 million. New home sales are projected to increase 20% to 523,000. Existing home volume is expected to approximate 5.152 million, up 4.3%. New home price inflation should further taper off with higher interest rates and the mix of sales shifting more to first-time homebuyer product. Average and median home prices should increase 3.0%-3.5%. Challenges remain, including the potential for higher interest rates, and continued restrictive credit qualification standards. LIQUIDITY/DEBT The company's homebuilding operations ended the second quarter of 2015 with $638.99 million in unrestricted cash and equivalents. Debt totaled $5.29 billion as of May 31, 2015, up from $4.69 billion at fiscal year-end 2014. At May 31, 2015, Lennar had a $1.6 billion unsecured revolving credit facility with certain financial institutions that matures in June 2019. The proceeds available under the credit facility, which are subject to specified conditions for borrowing, may be used for working capital and general corporate purposes. The credit facility agreement also provides that up to $500 million in commitments may be used for letters of credit (LOCs). As of May 31, 2015, there were $450 million of outstanding borrowings under the credit facility. Lennar believes that it was in compliance with its debt covenants at May 31, 2015. Also, the company had $315 million of LOC facilities with different financial institutions. In April 2015, Lennar amended its credit facility, increasing the aggregate principal amount from $1.5 billion to $1.6 billion, which includes a $263 million accordion feature, subject to additional commitments. The credit facility's maturity date was extended to June 2019 from June 2018. Lennar's debt maturities are well-laddered, with 22.8% of its senior notes (as of May 31, 2015) maturing through 2017. Lennar's performance LOCs outstanding were $246.5 million at May 31, 2015, and financial LOCs outstanding were $179.5 million. Performance LOCs are generally posted with regulatory bodies to guarantee the company's performance of certain development and construction activities. Financial LOCs are generally posted in lieu of cash deposits on option contracts, for insurance risks, credit enhancements, and as other collateral. Debt leverage (debt/EBITDA) increased to 4.2x for the latest-12-months (LTM) May 31, 2015 from 4x at the conclusion of 2014, but is down from 4.9x at the end of 2013. EBITDA-to-interest expense rose from 3.2x at Nov. 30 2013 to 4.3x at the conclusion of 2014 and 4.4x for the May 31, 2015 LTM period. HOMEBUILDING The company was the second largest homebuilder in 2014 and primarily focuses on entry-level and first-time move-up homebuyers. In 2013 and 2014, approximately one third of sales were to the first-time buyer, half to first-time move-up customers, and the balance is a mix of second-time move-up, luxury and active adult. So far in 2015 approximately 25% of sales are to the first-time buyer, half to first-time move-up customers and the balance is a mix of second-time move-up, luxury and active adult. The company builds in 17 states with particular focus on markets in Florida, Texas and California. Lennar's significant ranking (within the top five or top 10) in many of its markets, its largely presale operating strategy, and a return on capital focus provide the framework to soften the impact on margins from declining market conditions. Fitch notes that in the past, acquisitions (in particular, strategic acquisitions) have played a significant role in Lennar's operating strategy. As the cycle matures, Lennar is pivoting to a lighter land position and plans to reduce the number of years of land owned, and will shorten the tail of new land buys to 3-4 years. The company will endeavor to use rolling options and deferred takedowns with sellers and land developers. Lennar will also sell non-core holdings of land. Compared to its peers, Lennar has had above-average exposure to JVs during this past housing cycle. Longer-dated land positions are controlled off balance sheet. The company's equity interests in its partnerships generally ranged from 10% to 50%. These JVs have a substantial business purpose and are governed by Lennar's conservative operating principles. They allow Lennar to strategically acquire land while mitigating land risks and reduce the supply of land owned by the company. They help Lennar to match financing to asset life. JVs facilitate just-in-time inventory management. Nonetheless, Lennar has substantially reduced its number of JVs over the last eight years (from 270 at the peak in 2006 to 34 as of May 31, 2015). As a consequence, the company has very sharply lowered its JV recourse debt exposure from $1.76 billion to $22.7 million as of May 31, 2015. In the future, management will still be involved with partnerships and JVs, but there will be fewer of them and they will be larger, on average, than in the past. The company did a good job in reducing its inventory exposure (especially early in the correction) and generating positive operating cash flow. In 2010, the company started to rebuild its lot position and increased land and development spending. Lennar spent about $600 million on new land purchases during 2011 and expended about $225 million on land development during the year. This compares to roughly $475 million of combined land and development spending during 2009 and about $704 million in 2010. During 2012, Lennar purchased approximately $1 billion of new land and spent roughly $302 million on development expenditures. Land spend totalled almost $1.9 billion in 2013, and development expenditures reached about $600 million, double the level of 2012. Approximately, $1.5 billion was expended on land and $1.1 billion on development in 2014. Fitch expects that total real estate spending in 2015 could be up slightly (perhaps by $100 million) with about 55% expended on land and 45% on development activities. The company was slightly less cash-flow negative in 2014 ($788.49 million) than in 2013 ($807.71 million). Lennar is likely to be much less cash flow negative in 2015, perhaps two-thirds as much as in 2014, and could be meaningfully cash flow positive in 2016. Fitch is comfortable with this real estate strategy given the company's cash position, debt maturity schedule, proven access to the capital markets and willingness to quickly put the brake on spending as conditions warrant. Homebuilding realized $3.56 billion in revenues and $500.43 million in operating profits YTD in FY 2015. FINANCIAL SERVICES Lennar's financial services segment provides mortgage financing, title insurance and closing services for both buyers of its homes and others. Substantially all of the loans that the segment originates are sold within a short time in the secondary mortgage market on a servicing-released, non-recourse basis. After the loans are sold, Lennar retains potential liability for possible claims by purchasers that the company breached certain limited industry standard representations and warranties in the loan sale agreements. The company participates in mortgage refinance activity, which periodically is consequential business. In the first half of 2015 (1H15), Lennar's financial services subsidiary provided loans to approximately 81% of its homebuyers who obtained mortgage financing in areas where Lennar offered services. During 1H15, Lennar originated approximately 15,000 mortgage loans totaling $4.03 billion. Lennar arranges title insurance for, and provides closing services to, its homebuyers and others. During 1H15, financial services generated $294.71 million in revenues and $54.58 million in operating profits. Refinance (refi) activity accounted for about 20% of Lennar's unit originations YTD in fiscal 2015. A year ago refi represented less than 10% of originations. Lennar is the sixth largest national mortgage originator (non- bank) and ranks among the top 10 national title insurers. RIALTO Lennar's Rialto segment was formed to focus on acquisitions of distressed debt and other real estate assets utilizing Rialto's abilities to source, underwrite, price, turnaround and ultimately monetize such assets in markets across the U.S. Lennar had a similar operation in the 1980s, LNR Property Corporation, which was the vehicle used by the company to invest in and work out large portfolios of distressed real estate assets purchased from the government's Resolution Trust Corporation (RTC). This operation was subsequently spun-off as a separate publicly traded company and was later acquired by Cerberus Capital Management. Rialto employs an asset-light model with limited investment by Lennar which receives management fees. Rialto has returned more than $400 million to Lennar since November 2013. Lennar's Rialto reportable segment is a commercial real estate investment, investment management, and finance company focused on raising, investing and managing third party capital, originating and securitizing commercial mortgage loans, as well as investing its own capital in real estate related mortgage loans, properties and related securities. Rialto uses its vertically-integrated investment and operating platform to underwrite, do the due diligence, acquire, manage, work out and add value to diverse portfolios of real estate loans, properties and securities, as well as providing strategic real estate capital. Rialto's primary focus is to manage third party capital and to originate and sell into securitizations commercial mortgage loans. Rialto has commenced the workout and/or oversight of billions of dollars of real estate assets across the U.S., including commercial and residential real estate loans and properties, as well as mortgage-backed securities. To date, many of the investment and management opportunities have arisen from the dislocation in the U.S. real estate markets and the restructuring and recapitalization of those markets. In July 2013, RMF was formed to originate and sell into securitization five-, seven- and 10-year commercial first mortgage loans, generally with principal amounts between $2 million and $75 million, which are secured by income-producing properties. This business is expected to be a significant contributor to Rialto revenues, at least in the near future. Rialto is the sponsor of and an investor in private equity vehicles that invest in and manage real estate related assets. This includes: -- Rialto Real Estate Fund, LP, formed in 2010 to which investors have committed and contributed a total of $700 million of equity (including $75 million by Lennar); -- Rialto Real Estate Fund II, LP, formed in 2012 with the objective to invest in distressed real estate assets and other related investments and that as of May 31, 2015, had equity commitments of $1.3 billion (including $100 million by Lennar) and was closed to additional commitments; -- Rialto Mezzanine Partners Fund, LP, formed in 2013 with a target of raising $300 million in capital (including $33.8 million committed and invested by Lennar) to invest in performing mezzanine commercial loans that have expected durations of one to two years and are secured by equity interests in the borrowing entity owning the real estate assets. Rialto also earns fees for its role as a manager of these vehicles and for providing asset management and other services to those vehicles and other third parties. Rialto generated $109.13 million in revenues and $9.69 million of operating profits (prior to non-controlling interests) YTD in FY 2015. LENNAR MULTIFAMILY Since 2012, Lennar has become actively involved, primarily through unconsolidated entities, in the development of multifamily rental properties. This business segment focuses on developing a geographically diversified portfolio of institutional quality multifamily rental properties in select U.S. markets. As of May 31, 2015, Lennar's balance sheet had $362.3 million of assets related to the Lennar Multifamily segment, which includes investments in unconsolidated entities of $129.8 million. Lennar's net investment in the Lennar Multifamily segment, as of May 31, 2015, was about $310.5 million. Multifamily contributed $75.43 million to corporate revenues YTD in fiscal 2015 and realized an operating loss of $14.39 million. As of May 31, 2015, the Lennar Multifamily segment had 26 communities of which 24 are under construction and 2 are completed, with development costs of approximately $1.7 billion. The Lennar Multifamily segment has a pipeline of future projects totaling $4.5 billion in assets (including the $1.7 billion in development) across a number of states that will be developed primarily by unconsolidated entities. Over the past four years Lennar built this business into the nation's fifth largest apartment developer. To date the company has been building its apartment communities in individual ventures, which were structured to sell the assets once they were leased and stabilized. On July 15, 2015, Lennar announced the formation of Lennar Multifamily Venture (LMV), an equity fund between Lennar Multifamily Communities (LMC) and global sovereign and institutional investors targeting investments in class-A multifamily development assets in 25 top metropolitan markets in the U.S. The new venture will aim to provide superior risk-adjusted returns through a "develop-to-core" strategy - developing multifamily communities and then holding those communities in a portfolio long term for cash flow. LMV will focus on the top growth and gateway markets in the U.S., which are characterized by strong long-term demand fundamentals and constrained supply. With this first close, LMV will have approximately $1.1 billion in equity commitments, including a $504 million co-investment commitment by Lennar. The venture is targeting 50% leverage and will have a three-year investment period and an eight-year term. It will be seeded with 19 undeveloped multifamily assets that were previously purchased or under contract by LMC, totaling 6,120 apartments with a total projected development cost of approximately $2.1 billion. The venture represents the next stage of LMC's strategy, having previously structured 28 single-asset JVs with 18 different institutional partners utilizing a merchant-build approach. The assets from these existing ventures are not part of the new fund and will be sold over the next three years as the communities are leased and stabilized. FIVE POINT COMMUNITIES Five Point manages large, complex master planned communities, typically in a JV structure. Five Point is developing six projects in California spanning 40,000 potential home sites and 20 million square feet of commercial space. These include the former military installation El Toro, the former Newhall Land and Farming Company (just north of Los Angeles) and San Francisco's Hunters Point. These entities will not be generating meaningful home deliveries for another few years. In early July 2015, Lennar announced an agreement to contribute its non-controlling ownership stakes (20%) in several sizeable California JVs (El Toro, Newhall Ranch, Hunters Point) and 60% interest in Five Point Communities (the management arm for these JVs) to form a new public entity along with its current partners. The Five Point IPO could happen by year-end FY 2015. Pro forma, including its current stake in Five Point, Lennar will have in excess of 30% ownership in the new public entity. Analysts estimate that Lennar's investment in Five Point (and including Treasure Island) is worth $1.2 billion-$1.3 billion. Lennar's current book investment in these JVs is $350 million. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Industry single-family housing starts improve 12.5%, while new and existing home sales grow 20% and 4.3%, respectively, in 2015; -- Lennar's homebuilding revenues increase at about a 21% pace. Although homebuilding EBITDA margins erode 160 bps this year due to higher expenses (especially land costs) and lesser home price inflation, homebuilding EBITDA increases 9.0%; -- The company's Debt/EBITDA approximates 3.8x and interest coverage reaches about 5.4x by year-end 2015; -- Lennar spends approximately $2.5 billion-$2.7 billion on land acquisition and development activities this year; -- The company maintains an adequate liquidity position (well above $500 million) with a combination of unrestricted cash and revolver availability. RATING SENSITIVITIES Future ratings and Outlooks will be influenced by broad housing market trends as well as company-specific activity, such as trends in land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates on such activity), gross and net new order activity, debt levels, free cash flow trends and uses, and the company's cash position. Fitch would consider taking further positive rating action if the recovery in housing accelerates and Lennar shows steady improvement in credit metrics (such as debt-to-EBITDA leverage consistently less than 3x), while maintaining a healthy liquidity position (in excess of $1 billion in a combination of cash and revolver availability) and begins generating positive cash flow from operations starting in 2016 as it moderates its land and development spending. Conversely, negative rating actions could occur if the recovery in housing dissipates and Lennar maintains an overly aggressive land and development spending program. This could lead to sharp declines in profitability, consistent and significant negative quarterly cash flow from operations, higher leverage and meaningfully diminished liquidity position (below $500 million). FULL LIST OF RATING ACTIONS Fitch has affirmed these ratings and assigned these Recovery Rating for Lennar Corp. (NYSE: LEN): -- Long-term IDR at'BB+'; -- Senior unsecured debt at 'BB+/RR4'. The Rating Outlook is Positive. In accordance with Fitch's updated Recovery Rating (RR) methodology, Fitch is now providing RRs to issuers with IDRs in the 'BB' category. The Recovery Rating of '4' for Lennar's unsecured debt supports a rating of 'BB+', and reflects average recovery prospects in a distressed scenario. LOCAL CORP: Files Schedules of Assets and Liabilities ----------------------------------------------------- Local Corporation filed with the U.S. Bankruptcy Court for the Central District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $16,141,222 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $2,384,702 E. Creditors Holding Unsecured Priority Claims $420,259 F. Creditors Holding Unsecured Non-Priority Claims $26,714,457 ----------- ----------- Total $16,141,222 $29,519,418 A copy of the schedules is available for free at: http://bankrupt.com/misc/LocalCorporation_77_July17SAL.pdf About Local Corporation Local Corporation, a publicly traded Delaware corporation (NASDAQ symbol LOCM), is in the business of providing search results to consumers who are searching online for local businesses, products and services. Founded in 1999, the Irvine, California-based company went public in 2004 and has been one of the fastest growing online local media businesses for a number of years, and for the past four years it has been listed by Deloitte on its Technology Fast 500. The Company's search results are provided through the Company's flagship Local.com Web site and through other proprietary Web sites, and they are also delivered to a network of over 1,600 other Web sites that rely on search syndication services to provide local search results to their own users. The Company generates revenue from ad units placed alongside its search results, which include pay-per-click, pay-per-call, and display ad units. The Company reported a net loss of $5.50 million on $83.1 million of revenue for the year ended Dec. 31, 2014, compared with a net loss of $10.4 million on $94.4 million of revenue in the prior year. The Company's balance sheet at March 31, 2015, showed $36.8 million in total assets, $25.7 million in total liabilities, and stockholders' equity of $11.2 million. Local Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 15-13153) in Santa Ana, California, on June 23, 2015. The case is assigned to Judge Scott C. Clarkson. The Debtor tapped Winthrop Couchot as counsel. Robins Kaplan LLP represents as counsel to the Official Committee of Unsecured Creditors. LOCAL CORP: Files Schedules of Assets and Liabilities ----------------------------------------------------- Local Corporation filed with the U.S. Bankruptcy Court for the Central District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $16,141,222 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $2,384,702 E. Creditors Holding Unsecured Priority Claims $420,259 F. Creditors Holding Unsecured Non-Priority Claims $26,714,457 ----------- ----------- Total $16,141,222 $29,519,418 A copy of the schedules is available for free at: http://bankrupt.com/misc/LocalCorporation_77_July17SAL.pdf About Local Corporation Local Corporation, a publicly traded Delaware corporation (NASDAQ symbol LOCM), is in the business of providing search results to consumers who are searching online for local businesses, products and services. Founded in 1999, the Irvine, California-based company went public in 2004 and has been one of the fastest growing online local media businesses for a number of years, and for the past four years it has been listed by Deloitte on its Technology Fast 500. The Company's search results are provided through the Company's flagship Local.com Web site and through other proprietary Web sites, and they are also delivered to a network of over 1,600 other Web sites that rely on search syndication services to provide local search results to their own users. The Company generates revenue from ad units placed alongside its search results, which include pay-per-click, pay-per-call, and display ad units. The Company reported a net loss of $5.50 million on $83.1 million of revenue for the year ended Dec. 31, 2014, compared with a net loss of $10.4 million on $94.4 million of revenue in the prior year. The Company's balance sheet at March 31, 2015, showed $36.8 million in total assets, $25.7 million in total liabilities, and stockholders' equity of $11.2 million. Local Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 15-13153) in Santa Ana, California, on June 23, 2015. The case is assigned to Judge Scott C. Clarkson. The Debtor tapped Winthrop Couchot as counsel. Robins Kaplan LLP represents as counsel to the Official Committee of Unsecured Creditors. LTAC HOSPITAL WASHINGTON: Case Summary & 20 Top Unsec Creditors --------------------------------------------------------------- Debtor: LTAC Hospital of Washington/St. Tammany, LLC 101 La Rue France, Suite 100 Lafayette, LA 70508 Case No.: 15-51028 Type of Business: Health Care Chapter 11 Petition Date: August 20, 2015 Court: United States Bankruptcy Court Western District of Louisiana (Lafayette) Judge: Hon. Robert Summerhays Debtor's Counsel: Bradley L. Drell, Esq. GOLD, WEEMS, BRUSER, SUES & RUNDELL POB 6118 Alexandria, LA 71307-6118 Tel: (318) 445-6471 Email: bdrell@goldweems.com Total Assets: $1.27 million Total Liabilities: $4.4 million The petition was signed by August Rantz, IV, president. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Acadiana Management Group $60,720 AMG - Management $570,601 101 La Rue France, Suite 500 Lafayette, LA 70508 Blood Center $12,159 Bogalusa Healthcare Prop. LLC $108,000 Healthcare Software $17,222 Institutional Pharmacies of LA $243,419 Jani-King of New Orleans $17,706 LA Acute Dialysis Services LLC $11,248 Lake Laboratory Services $19,272 LTAC Hospital of Edmond Cash Advance $120,000 Medline Industries, Inc. $102,428 Northshore EMS $8,730 Our Lady of Angels Hospital, Inc $26,591 Piccadilly Restaurants, LLC $16,784 Preferred PICCS $11,025 RecoverCare, LLC $12,475 Slidell Memorial Hospital $20,356 Sullivan Stolier Legal Fees $30,283 Trinity Neurologic Rehabilition $27,000 Xpress Ray, Inc. $28,000 LUCA INTERNATIONAL: Subject to Pending SEC Enforcement Suit ----------------------------------------------------------- The U.S. Securities and Exchange Commission notified the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, of a pending civil enforcement action against Luca International Group LLC, et al., in the United States District Court for the Northern District of California, including a pending SEC motion to appoint a receiver for the Debtors, freeze assets and obtain preliminary relief. The SEC informs the Bankruptcy Court that it filed its enforcement action to protect investors in the United States, China and Japan who provided more than $68 million to the Luca Funds following the unregistered and fraudulent sale of securities by Binqing Yang, Lily Lei and the Luca Managers through the Luca Funds. The SEC tells the Bankruptcy Court that the District Court's receivership will provide the best and most efficient way of preserving the remaining assets of Luca Managers, Luca Funds and Luca Operation by having an independent officer selected and appointed by the District Court take control over all assets and claims, while staying private litigation against the receivership estate. The SEC further tells the Bankruptcy Court that reporting to the District Court in the SEC Action, the receiver can determine what assets to preserve or sell, conduct necessary operations, preserve the value of assets, arrange a distribution of the proceeds from the sale of assets, and assist in pursuing claims against Yang, Lei and other actual or potential defendants. The SEC relates that hearing on the Receiver Motion is set for September 2, 2015 at 2:00 p.m and that in the event a receiver is appointed, the SEC will cause the receiver to promptly file a notice with the Bankruptcy Court providing the receiver's name and contact information, as well as the relevant terms an conditions relating to the receiver's appointment. The SEC tells the Bankruptcy Court that it may facilitate in the orderly administration of justice by deferring action in the bankruptcy proceeding until Judge Breyer has determined what preliminary relief is appropriate in the SEC Action. The Debtors object to the SEC's notice and assert that if the SEC pursues the enforcement action it will be violating the automatic stay. According to the Debtors, despite numerous conversations with the SEC counsel, the Notice contains a number of misstatements and requests for relief which will severely damage the value of the assets held by the Debtors. In its zeal to prosecute Bing Yang, who has not filed for bankruptcy, the SEC is jeopardizing the Debtors' assets, which will serve as the only means of recovery for creditors and investors. The U.S. Securities and Exchange Commission is represented by: Sonia Chae, Esq. U.S. SECURITIES AND EXCHANGE COMMISSION 175 W. Jackson Blvd., 9th Floor Chicago, IL 60604 Telephone: (312)353-6269 Facsimile: (312)353-7398 Email: chaes@sec.gov -- and -- Sheila E. O'Callaghan, Esq. John S. Yun, Esq. U.S. SECURITIES AND EXCHANGE COMMISSION San Francisco Regional Office 44 Montgomery St., Suite 2800 San Francisco, CA 94104 Telephone: (415)705-2459 Email: ocallaghans@sec.gov yunj@sec.gov -- and -- Sandra W. Lavigna, Esq. U.S. SECURITIES AND EXCHANGE COMMISSION Los Angeles Regional Office 444 South Flower Street, Suite 900 Los Angeles, CA 90071 Telephone: (323)965-3996 Facsimile: (213)443-1904 Email: lavignas@sec.gov The Debtors are represented by Edward L. Rothberg, Esq., Melissa A. Haselden, Esq., T. Josh Judd, Esq., and Brendetta A. Scott, Esq., at Hoover Slovacek LLP, in Houston, Texas. About Luca International Luca International Group LLC and Luca Operation, LLC, and their affiliates are engaged in the exploration and production of natural gas, petroleum and related hydrocarbons. The primary assets are located in Iberville and Ascension Parishes in Louisiana. These assets include 3 operating oil and gas wells -- Belle Grove 1, Dugas & Leblanc 1 and Jumonville 2. In addition, the assets include a water disposal well, Acosta 1, and a shut-in-oil and gas well, Jumonville 1. The Luca entities also own oil and gas leases in Texas and working interests in various locations. The Luca entities are owned by Bingqing Yang. Luca International Group and 11 related entities sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 15-34221) in Houston, Texas, on Aug. 6, 2015. The cases are assigned to Judge David R Jones. The Debtors tapped Hoover Slovacek, LLP, and BMC Group, Inc. Luca International estimated $50 million to $100 million in assets and debt. The petitions were signed by Loretta R. Cross, the CRO. M&W HOLDINGS: Macomb Music Theatre to be Auctioned on Sept. 4 ------------------------------------------------------------- An auction for M&W Holdings, LLC's closed Macomb Music Theatre in downtown Mount Clemens, Michigan is tentatively scheduled for 10:00 a.m. on Sept. 4, 2015, court documents say. Mitch Hotts at The Macomb Daily relates that the Company wants a minimum offer of $700,000 to buy the 17,500-square-foot building. The Macomb Daily recalls that while on the market, Anton, Sowerby & Associates listed the asking price at $995,000. Douglas C. Bernstein, Esq., at Plunkett Cooney who represents Caixa Preta LLC, the mortgage holder and the Company's largest creditor with $561,826 owed, said that his client has agreed to bid $669,860 for the property to set a "basement" price, The Macomb Daily states. M&W Holdings, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 15-43593) on March 10, 2015. The Company is represented by Charles D. Bullock, Esq., at Stevenson & Bullock, P.L.C. The Company estimated its assets at up to $50,000 and its liabilities at between $500,001 and $1 million. MAGNESIUM CORP: Judge Upholds Jury Findings vs. Rennet, Renco Group ------------------------------------------------------------------- Stephanie Gleason, writing for The Wall Street Journal, reported that Judge Alison Nathan of the U.S. Bankruptcy Court in Manhattan upheld a multimillion-dollar judgment against billionaire Ira Rennert and his Renco Group Inc. related to allegations that he siphoned money from a Renco subsidiary that later filed for bankruptcy. According to the report, Judge Nathan did eliminate $1 million in punitive damages with her ruling, while upholding a $101 million judgment against Renco Group and $16.2 million against Mr. Rennert personally, as set by a jury earlier this year. Additionally, she declined to raise the amount of prejudgment interest on the award to 9%, as was requested by the bankruptcy trustee that brought the case, the Journal said. Judge Nathan previously set a rate at 6% a year in noncompounding interest dating back to 2001. As previously reported by The Troubled Company Reporter, jurors in New York have found that Mr. Rennert plundered now-bankrupt Magnesium Corp. of America to pay for personal luxuries, including a Hamptons mansion that's one of the world's biggest private homes. The Manhattan federal court ordered Mr. Rennert and his Renco Group to pay $118 million in damages. The case is Magnesium Corporation of America et al v. The Renco Group, Inc. et al., Case No. 1:13-cv-07948 (S.D.N.Y.). About MagCorp Magnesium Corporation of America, a unit of Renco Group Inc., was the largest single producer of magnesium in the United States. The Company filed for chapter 11 protection (Bankr. S.D.N.Y. Case No. 01-14312) on Aug. 2, 2001. The Debtors sold substantially all of their assets to U.S. Magnesium, LLC, in a Sec. 363 asset sale transaction. Judge Robert Gerber ordered the case converted to a chapter 7 liquidation on Sept. 24, 2003. When the Company filed for Chapter 11 protection from its creditors, it listed debts and assets of more than $100 million. MICHAEL WHITE: Ch. 7 Conversion Order Affirmed ---------------------------------------------- Judge Thomas L. Ludington of the United States District Court for the Eastern District of Michigan, Northern Division, affirmed a bankruptcy court's ruling converting the case to a proceeding under Chapter 7 of the bankruptcy code and lifting the automatic stay on the sale of the Michael and Darla White's assets. The Whites filed for Chapter 11 bankruptcy on July 30, 2015. Their first plan of reorganization came 10 months into the bankruptcy, but its confirmation was objected to by all significant parties in interest, including the United States Trustee and the Whites' creditors, Frankenmuth Credit Union and Ally Financial. The Whites filed their second plan of reorganization on August 21, 2014. The bankruptcy court declined to affirm the plan and granted the Trustee's motion to convert the proceeding to a Chapter 7 bankruptcy, and lifted the stay imposed upon property securing the loans from FCU and Ally. On appeal, Judge Ludington found that the bankruptcy court, in deciding to convert the Whites' case to a Chapter 7 proceeding, did not err in determining that the Whites' were experiencing continuing losses and did not have reasonable likelihood of rehabilitation. Judge Ludington then explained that relief from a stay under the cause standard in 11 U.S.C. Section 362(d)(1) is governed by the same standard for conversion under 11 U.S.C. Section 1112(b)(4)(A). As such, the judge concluded that because the Whites cannot show any error in the bankruptcy court's decision to convert their bankruptcy to a Chapter 7 proceeding, they likewise cannot show that the bankruptcy court erred in lifting the automatic stay imposed in their case. The case is In re: Michael B. White and Darla Kay White, Debtors, MICHAEL B. WHITE, and DARLA KAY WHITE, Appellants, v. DANIEL M. MCDERMOTT, United States Trustee, FRANKENMUTH CREDIT UNION, ALLY FINANCIAL, INC., Appellees, CASE NO. 14-CV-14599 (E.D. Mich.). A full-text copy of Judge Ludington's July 31, 2015 order is available at http://is.gd/gcJtvzfrom Leagle.com. Daniel M McDermott is represented by: Sean M. Cowley, Esq. Kelley L. Callard, Esq. U.S. DEPARTMENT OF JUSTICE 211 West Fort Street Suite 700 Detroit, MI 48226 Tel: (313) 226-7999 Fax: (313) 226-7952 Frankenmuth Credit Union is represented by: Paul E. Wenzloff, Esq. SHAW & WENZLOFF 903 N Jackson St. Bay City, MI 48708 Tel: (989) 893-9511 Fax: (989) 893-6988 Ally Financial Inc. is represented by: Craig S. Schoenherr, Esq. O'REILLY, RANCILIO P.C. 12900 Hall Road, Suite 350 Sterling Heights, MI 48313 Tel: (586) 726-1000 Email: cschoenherr@orlaw.com MILLER AUTOMOTIVE: Panel Affirms Denial of Needler Fee Request -------------------------------------------------------------- The United States Bankruptcy Appellate Panel, Eighth Circuit, affirmed a bankruptcy court's order denying William L. Needler and William L. Needler and Associates, Ltd.'s final fee application and granted the United States Trustee's motion for disgorgement and other sanctions. The United States Trustee requested the disgorgement of all fees paid to Needler, along with the imposition of additional sanctions because Mr. Needler committed numerous serious acts of misconduct, which violated the Federal Rules of Bankruptcy Procedure and the local rules of practice before the bankruptcy court, and Mr. Needler's conduct evidences a pattern of misconduct in cases filed in the bankruptcy court as pro hac vice counsel to the Chapter 11 debtor, Miller Automotive Group, Inc. In addition to disgorgement, the United States Trustee requested a declaration that Needler is entitled to no compensation for services rendered in the Chapter 11 case, denial of permission to appear pro hac vice before the Western District of Missouri in the future, and directing the clerk of the court to revoke Needler's electronic filing access. The Bankruptcy Appellate Panel notes that the bankruptcy court effectively issued two sanctions: (1) the court denied Needler's application for fees and ordered disgorgement of all fees Needler collected as part of his retainer; and (2) the court suspended Needler indefinitely from the privilege of practicing before the United States Bankruptcy Court for the Western District of Missouri and revoked his electronic filing privileges. The Bankruptcy Appellate Panel held that the evidence overwhelmingly supports the bankruptcy court's findings and the imposition of sanctions under Rule 9011 and the inherent authority of the bankruptcy court. The panel said that the bankruptcy court was not unfair, unreasonable, or biased as suggested by Needler. The panel said that the bankruptcy court acted within its discretion in imposing the sanction of indefinite suspension from the practice of law and revocation of electronic filing privileges in the Western District of Missouri. The panel added that since Needler was a repeat offender, not only in the Western District of Missouri but in many other jurisdictions as well, the indefinite nature of his suspension was reasonably suited to the violations found by the bankruptcy court. The case is William L. Needler Movant-Appellant, v. Daniel J. Casamatta U.S. Trustee-Appellee, No. 14-6047 (B.A.P., 8th Circ.). The bankruptcy case is In re: Miller Automotive Group Inc., doing business as Miller Chrysler Dodge, doing business as Miller Chrysler Dodge Jeep Inc. Debtor. A full-text copy of Judge Saladino's Decision dated August 12, 2015 is available at http://is.gd/HtCRVvfrom Leagle.com. About Miller Automotive Miller Automotive Group Inc. -- d/b/a Miller Chrysler Dodge, d/b/a Miller Chrysler Dodge Jeep, Inc. -- filed a Chapter 11 petition (Bankr. W.D. Mo. Case No. 13-20027) on Jan. 11, 2013. The Debtor filed a Chapter 11 Plan shortly after the petition date, but the Court was unable to consider it because it lacked a disclosure statement. The Debtor also filed a motion to use cash collateral; the Court denied it without prejudice primarily on the grounds that the financial information on which the Cash Collateral Motion was based was unreliable. Immediately after the decision was handed down, Needler filed an Emergency Motion to Withdraw the Reference to the United States District Court. That motion was denied. In February 2013, the two largest creditors of the Debtor filed motions for relief from the automatic stay: Ally Financial Inc. to foreclose its security interest against the Debtor's vehicles and other collateral, and Chrysler Group LLC ") to terminate certain sales and service agreements. Both motions were set for hearing, but in the interim, the Debtor filed its motion to dismiss the case. Ally's motion was subsequently granted and Chrysler's was granted in part. An Order granting the dismissal motion was entered in April 2013, and the case was closed. The U.S. Trustee sought to reopen the case to seek a determination of the reasonableness of the Debtor's attorney's fees, and the motion to reopen was granted. Needler's fee application followed. A copy of Judge Dow's Oct. 24, 2014 Memorandum Opinion is available at http://is.gd/eZmVHrfrom Leagle.com. NIRVANA INC: Judge Davis Overrules Objections to Sale Process ------------------------------------------------------------- The Hon. Diane Davis of the U.S. Bankruptcy Court for the Northern District of New York authorized Nirvana, Inc., et al., to sell substantially all of their assets. Judge Davis also overruled objections filed against the Debtors' sale motion. The Official Committee of Unsecured Creditors, in its response to the motion, said that it was concerned that -- despite an extensive, costly, and unsuccessful pre-bankruptcy sale process -- the Debtors' alleged secured creditors persist in their failure to disclose whether they intend to credit bid on the Debtors' assets and at what price. In this relation, the Committee noted that the alleged secured creditors must be required to file proofs of claim and to prove the nature extent and validity of their claims and liens before being permitted to credit bid. NBT Bank, National Association, by its attorneys Menter, Rudin & Trivelpiece, P.C., submitted a statement in respect of the Debtors' motion, relating that bid procedures should be modified to, among other things: a. confirm the status of secured creditors as qualified bidders in light of their respective rights to credit bid; b. clarify that bids, including credit bids, may be made for less than all of the Debtors' assets; and c. recognize the right of the secured creditors to consult with the Debtors in respect of the conduct of the auction and the determination of the highest and best bid or bids. NBT holds a claim against the Debtors in an amount in excess of $8.8 million. NBT's claim is secured by liens on essentially all of the Debtors' assets, including but not limited to the Debtors' cash collateral. Secured creditors New York Business Development Corporation and Statewide Zone Capital Corporation of New York supplemented their objection to the Debtors' motion, noting that if a junior secured creditor, such as Northeast Bank, be a successful credit bidder, it must be required to pay off senior liens as a condition of taking title to the assets it is purchasing. Otherwise, the entire process may turn out to be a nullity as senior lien holders will then be forced to act to protect their interests through the exercise of their remedies. NYBDC and SZCC, in their objection, said that the bidding procedures should provide that NYBDC, SZCC and the other Prepetition Secured Creditors have the right to credit bid pursuant to Section 363(k) of the Bankruptcy Code and that such parties will be deemed qualified bidders without the necessity of complying with the participation requirements set forth in the bidding procedures. Secured creditor and capital lessor, Comsource, Inc., in its limited objection to the Debtor's motion, stated that the bidding procedures must allow the prepetition secured enders to offer a joint or group bid in any combination as determined between the creditors and there should be no limitations paced on creditors on how they may wish to offer group credit bids. Comsource is a secured creditor and capital lessor of the Debtors pursuant to a number of prepetition leases. Northeast Bank, in its limited objection, requested that the Court direct the Debtor to market and sell its assets piecemeal and in bulk to allocate the proceeds in accordance with the competitive market bids received for the assets. NEB is a secured creditor holding a claim in excess of $11.4 million as of the Petition Date. William K. Harrington, U.S. Trustee for Region 2, stated that the application lacked sufficient information and notice to unsecured creditors. As reported in the Troubled Company Reporter on Aug. 12, 2015, 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 Oct. 9, 2015. If one or more qualified bids are timely received by the Debtors, an Auction will be held on Oct. 14, 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 Oct. 20. 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. The Debtor disclosed $12,498,533 in assets and $35,518,829 in liabilities as of the Chapter 11 filing. 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. NORANDA ALUMINUM: Moody's Cuts Corporate Family Rating to 'Caa1' ---------------------------------------------------------------- Moody's Investors Service downgraded Noranda Aluminum Acquisition Corporation's Corporate Family Rating (CFR) to Caa1 from B3 and Probability of Default rating to Caa1-PD from B3-PD. At the same time Moody's downgraded Noranda's senior secured term loan rating to Caa1 from B2 and senior unsecured debt rating to Caa3 from Caa2. The speculative grade liquidity rating remains unchanged at SGL-3. The outlook is negative. Issuer: Noranda Aluminum Acquisition Corporation Downgrades: Corporate Family Rating (Local Currency), Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Senior Secured Term Loan (Local Currency) due 2019, Downgraded to Caa1, LGD3 from B2, LGD3 GTD Sr Global Notes (Local Currency) due 2019, Downgraded to Caa3, LGD5 from Caa2, LGD5 Unchanged: Speculative Grade Liquidity Rating, Unchanged at SGL-3 Outlook Actions: Outlook, Changed To Negative From Stable RATINGS RATIONALE The downgrade in the CFR to Caa1 reflects Noranda's weak debt protection metrics, high leverage, operational and cost challenges and the headwinds facing primary aluminum producers, which are expected to result in weaker performance over the balance of 2015. Improving trends evidenced in the company's performance, driven in part by the historically high Midwest premiums have turned negative and Noranda's performance in the quarter ended June 30, 2015 contracted due to the decrease in aluminum prices and Midwest premiums as well as operational challenges and other cost items such as the levy paid under the interim agreement with the Government of Jamaica (GoJ). In combination, these and other seasonal factors increased the company's cost position. While some of these costs, such as peak power usage expenses and the levy amount, will lessen in the balance of the year, aluminum prices and Midwest premiums have continued to fall and downward pressure on prices is expected through the balance of 2015. We expect Noranda's debt protection metrics to weaken further and leverage to increase. While Noranda's Flat-Rolled segment operations continue to perform within reasonable earnings levels on strengthening shipment levels, the company's consolidated earnings performance remains leveraged to its primary smelter operations. As there is an approximate one month lag in Midwest premium realizations, Noranda's realized prices in its primary segment are expected to contract over the balance of 2015 and as a consequence leverage and debt protection will deteriorate further in the second half of 2015 (debt/EBITDA was 7.1x for the twelve months ended June 30, 2015). Given fundamentals in the aluminum market, excess global aluminum capacity and slowing growth rates in China, aluminum prices and premiums are anticipated to remain pressured well into 2016. Noranda's only smelter is operating at sub-optimal capacity due to pot line replacement requirements and a slowing in the ramp-up due to the weak market conditions. This is leading to inefficient fixed cost capacity absorption. Additionally, Noranda is currently in a dispute with the GoJ over production levies on bauxite production, which is temporarily increasing costs for its bauxite operations. Noranda and GoJ are operating under an interim agreement until the earlier of December 31, 2015 or the date arbitration is concluded. Further contributing to Noranda's challenges is a recent explosion in its cast house at the New Madrid facility, which is expected to have a negative impact on the company's value added product mix for the duration of 2015. The LME Aluminum price has dropped by more than 20% from a high of $0.93/lb in November 2014 to a current level of approximately $0.69 cents and is evidencing continued downward pressure. Additionally, the Midwest aluminum premiums (the premium Noranda earns for primary aluminum in excess of the LME price) has fallen by more than 65% to roughly $0.075/lb over the same time period. Given the slowing growth of the Chinese economy, we expect the overall global aluminum market to remain in surplus and continue to pressure aluminum prices over the near to medium-term. Although the company's downstream operations are less impacted by LME prices and add a level of relative stability, we expect that overall performance will continue to be driven by the more commodity-like primary aluminum, bauxite and alumina segments. Noranda should see an improving trend in its cost position in 2016 once the smelter is ramped back up to full capacity and as a result of the company's recent completion of its Jamaican port expansion. Additionally, completion of other key capital projects, including the new rod mill at the New Madrid plant, will lead to increases in productivity beginning in the second half of 2016. Noranda will also benefit from a reduced electricity rate from Ameren Missouri following the Missouri Public Service Commission's April 2015 ruling, but the new rate is less favorable than anticipated and is currently being challenged by Ameren. In addition, due to the peak power payment requirements, performance on a quarter-to-quarter basis will fluctuate. While these cost benefits will improve Noranda's competitive position over time, they will only partially offset the decline in realized prices. Additionally, Noranda's reliance on a single smelter and refinery leaves the company exposed to any future disruptions at the New Madrid, Missouri smelter and Gramercy, Louisiana refinery. The rating considers the company's strong relationships with its customer base and good position within markets served. The Caa1 senior secured term loan rating reflects its priority position in the capital structure relative to the senior unsecured notes. Borrowings under the term loan are secured on a first priority basis on assets other than inventory and accounts receivables, which are pledged on a first lien basis to the ABL ("ABL priority collateral"). The term loan has a second lien position on the ABL collateral. The Caa3 rating on the senior unsecured notes reflects the effective subordination of these instruments to a substantial amount of first lien secured debt and priority accounts payables, and the expectation of a considerable loss in value in a default scenario. The SGL-3 speculative grade liquidity rating reflects the company's $24 million cash position at June 30, 2015, and borrowing base capacity of $134.6 million under its asset backed credit facility expiring in February, 2017. The company is expected to be minimally cash consumptive over the next 12-18 months but has no debt maturities until 2019. However, the contraction in aluminum prices, should they decrease below current levels, will contribute to a contraction in borrowing base availability. The negative outlook incorporates our expectation that metrics will deteriorate further in the second half of 2015 and into 2016 as the company's operating results are impacted by the falling aluminum prices and premiums. It also captures the possibility that, given the weak market fundamentals, aluminum pricing will remain suppressed over the intermediate term. The outlook also reflects the uncertainty that Noranda is able to successfully improve the reliability of its smelter operations, achieve its stated cost objectives, and complete its remaining capital projects while maintaining adequate liquidity. Ratings are unlikely to be upgraded over the next twelve to eighteen months given the expectations for weak performance and profitability. Noranda's ratings could be downgraded if liquidity continues to deteriorate or if Debt/EBITDA is sustained above 7.25x and EBIT/interest is sustained below 0.1x. Headquartered in Franklin, Tennessee, Noranda Aluminum Acquisition Corporation (Noranda) is involved in primary aluminum production at its New Madrid, Missouri smelter and in downstream operations through four rolling mills. In addition, Noranda has a 100% interest in an alumina refinery in Gramercy, Louisiana and through its wholly owned subsidiary, St. Ann Bauxite Holdings Ltd., ultimately owns 49% of a bauxite mining operation in St. Ann, Jamaica. The group's ultimate parent is Noranda Aluminum Holding Corporation. During the twelve months ending June 30, 2015, Noranda shipped approximately 436.8 million pounds of primary aluminum to external customers and 383.6 million pounds of fabricated products, generating revenues of $1.4 billion. NORTEK INC: In Talks with United Technologies on Acquisition ------------------------------------------------------------ Ted Mann and Dana Mattioli, writing for The Wall Street Journal, reported that United Technologies Corp. is in talks to buy Nortek Inc., a maker of home-security and ventilation systems, according to people familiar with the matter, in a deal that would mark the industrial conglomerate's latest move to remake itself amid lackluster results. According to the report, as of midday Aug. 20, Nortek had a market value of $1.2 billion and a so-called enterprise value, which includes debt, of more than $2.5 billion. The Journal related that Nortek filed for bankruptcy in 2009 and eliminated $1.3 billion of debt in the process. Since emerging from bankruptcy that same year, Nortek has warned in regulatory filings that it could still face trouble managing its outstanding debt, which totaled more than $1.3 billion at the end of 2014, the report related. About Nortek Nortek (through its subsidiaries) is a leading diversified global manufacturer of innovative, branded residential and commercial ventilation, HVAC and home technology convenience and security products. Nortek offers a broad array of products including: range hoods, bath fans, indoor air quality systems, medicine cabinets and central vacuums, heating and air conditioning systems, and home technology offerings, including audio, video, access control, security and other products. NTK Holdings Inc., together with affiliates, including Nortek International, Inc., and Nortek Holdings, Inc., filed for Chapter 11 with a prepackaged plan accepted by all impaired creditors on October 21, 2009 (Bankr. D. Del. Case No. 09-13611). The Company tapped Blackstone Group and Weil, Gotshal & Manges to aid in its restructuring effort. Mark D. Collins, Esq., at Richards Layton & Finger P.A., serves as local counsel. Epiq Bankruptcy Solutions is claims and notice agent. Nortek, Inc. and its affiliated domestic companies announced they completed their financial restructuring and emerged from bankruptcy mid-December 2009. The emergence, which came only 57 days after the filing of a prepackaged plan of reorganization, follows confirmation of the plan on December 4, 2009 by Judge Kevin J. Carey of the United States Bankruptcy Court for the District of Delaware. OLDKNOW FAMILY: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Oldknow Family Properties, LLC PO Box 27621 Panama City Beach, FL 34211 Case No.: 15-21696 Chapter 11 Petition Date: August 20, 2015 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Judge: Hon. James R. Sacca Debtor's Counsel: Charles N. Kelley, Jr., Esq. CUMMINGS & KELLEY PC P. O. Box 2758 Gainesville, GA 30503-2758 Tel: 770-531-0007 Fax: (678) 866-2360 Email: ckelley@cummingskelley.com Total Assets: $2.1 million Total Debts: $1.10 million The petition was signed by Larry R. Oldknow, manager. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. ORLANDO GATEWAY: Court Ends Nilhan's Exclusive Period to File Plan ------------------------------------------------------------------ The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida terminated the exclusive period of Nilhan Hospitality LLC to file a plan on July 31, 2015. Largest secured creditors Good Gateway, LLC, and SEG Gateway, LLC, have asked that the Court appoint a Chapter 11 trustee in the case. At a hearing on July 27, 2015, the Debtor, and Good Gateway and SEG Gateway announced the resolution of several contested matters including an agreement providing for the termination of the exclusivity period for the filing of a plan under 11 U.S.C. Sec. 1121(b). About Orlando Gateway Nilhan Hospitality, LLC, and Orlando Gateway Partners, LLC commenced Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case No. 15-03447 and 15-03448, respectively) on April 20, 2015. Chittranjan Thakkar, the manager, signed the petitions. Orlando Gateway is a $500 million retail and residential complex -- which includes two restaurants, a Bonefish Grill and Carraba's, and plans for additional commercial and residential build out -- near Orlando International Airport. Nilhan estimated $1 million to $10 million in assets and $10 million to $50 million in debt. Orlando Gateway disclosed $9,186,413 in assets and $54,204,216 in liabilities as of the Chapter 11 filing. The Debtors are represented by Kenneth D Herron, Jr., Esq., at Wolff, Hill, McFarlin & Herron, P.A. ORLANDO GATEWAY: Gets Court Approval to Hire Soifer as CRO ---------------------------------------------------------- The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida authorized Orlando Gateway Partners LLC and Nilhan Hospitality LLC to employ Terry Soifer and Consulting CFO Inc. as their chief restructuring officer. Mr. Soifer will have these duties and powers: a) Sole signatory power on all debtor-in-possession accounts; b) Sole authority to make all disbursements; c) The duty to prepare all monthly debtor-in-possession reports; d) The authority to approve any amendment to an existing lease or execution of any new lease and, absent such approval by Mr. Soifer, no lease amendments or executions may occur without prior Court approval; e) The responsibility and authority for all day-to-day operations; f) Have control over and access to all books and records of the Debtor; g) Be the primary interface with any broker and coordinate updates from the broker to the Debtor and creditors; and h) Cooperate and communicate with the Debtor and all secured creditors in respect of the operation of the businesses and any sales efforts. Mr. Soifer will not have authority to take any of these actions: a) file a plan; b) prosecute causes of action or claims objections; or c) act as an expert witness for any party in this case. Mr. Soifer will charge the Debtor at $275 per hour for services rendered. As a condition of performing the services, Mr. Soifer has requested that the Debtor and Orlando Gateway Partners LLC (Case No. 6:15-bk-03448) pay a total retainer of $30,000 to be applied against fees and costs as they are incurred. Terry Soifer assured the Court that he and his firm do not hold any interests adverse to the Debtors and their estate, and are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Soifer can be reached at: Terry Soifer Consulting CFO, Inc. 2100 Lee Road, Suite F Winter Park, FL 32789. Tel: 407.628.5534 Fax: 407.628.4429 Email: terry@terrysoifer.com About Orlando Gateway Nilhan Hospitality, LLC, and Orlando Gateway Partners, LLC commenced Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case No. 15-03447 and 15-03448, respectively) on April 20, 2015. Chittranjan Thakkar, the manager, signed the petitions. Orlando Gateway is a $500 million retail and residential complex -- which includes two restaurants, a Bonefish Grill and Carraba's, and plans for additional commercial and residential build out -- near Orlando International Airport. Nilhan estimated $1 million to $10 million in assets and $10 million to $50 million in debt. Orlando Gateway disclosed $9,186,413 in assets and $54,204,216 in liabilities as of the Chapter 11 filing. The Debtors are represented by Kenneth D Herron, Jr., Esq., at Wolff, Hill, McFarlin & Herron, P.A. ORLANDO GATEWAY: Nilhan May Use Cash Collateral Thru Aug. 31 ------------------------------------------------------------ The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida authorized, on an interim basis, Nilhan Hospitality LLC to use cash collateral until Aug. 31, 2015, pursuant to the budget. The proceed of the cash collateral will be used to pay: a) amounts expressly authorized by this Court, including payments to the United States Trustee for quarterly fees; b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and c) such amounts as may be expressly approved in writing by SummitBridge National Investments IV LLC. The Debtor said SummitBridge and each creditor with a security interest in cash collateral will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. Nilhan said it will pay to SummitBridge, as adequate protection payments, (a) within five days of the date hereof the amount of $58,448, and (b) on the 10th day of each month commencing on August 10, 2015, the amount of $33,000. The Court will conduct a non-evidentiary status conference on the Debtor's cash collateral motion on Aug. 26, 2015 at 2:45 p.m. in Courtroom 6A, 6th Floor, George C. Young Courthouse, 400 West Washington Street in Orlando, Florida. A full-text copy of interim order, together with a copy of the cash collateral budget, is available for free at http://is.gd/3ZIM9K Largest secured creditors Good Gateway, LLC, and SEG Gateway, LLC, have asked the Court to appoint a Chapter 11 trustee in the case. About Orlando Gateway Nilhan Hospitality, LLC, and Orlando Gateway Partners, LLC commenced Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case No. 15-03447 and 15-03448, respectively) on April 20, 2015. Chittranjan Thakkar, the manager, signed the petitions. Orlando Gateway is a $500 million retail and residential complex -- which includes two restaurants, a Bonefish Grill and Carraba's, and plans for additional commercial and residential build out -- near Orlando International Airport. Nilhan estimated $1 million to $10 million in assets and $10 million to $50 million in debt. Orlando Gateway disclosed $9,186,413 in assets and $54,204,216 in liabilities as of the Chapter 11 filing. The Debtors are represented by Kenneth D Herron, Jr., Esq., at Wolff, Hill, McFarlin & Herron, P.A. ORLANDO GATEWAY: Nilhan Survives Both Dismissal, Conversion Bid --------------------------------------------------------------- The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida denied the request of Guy G. Gebhardt, Acting U.S. Trustee for Region 21, to dismiss the Chapter 11 case of Nilhan Hospitality LLC or convert the case to one under Chapter 7 of the Bankruptcy Code. As reported in the Troubled Company Reporter on June 26, 2015, Timothy S. Laffredi, Esq., at the Office of the U.S. Trustee, in Orlando, Florida, told the Court that the Debtor has failed to comply with a bankruptcy court order as it had failed to cooperate with the U.S. Trustee by providing requested documents and responding to inquiries. Mr. Laffredi further said the Debtor has failed to file required documents in a timely manner and provide information routinely and reasonably requested by the U.S. Trustee. Mr. Laffredi asserts that the Debtor's failure to comply with its basic duties under the Bankruptcy Code demonstrates that the Debtor has failed to perform its fiduciary duties as a debtor-in-possession of the bankruptcy estate. He further asserts that the unnecessary delay caused by Debtor's failure to comply with the most basic requirements appears to be a calculated effort to further delay the bankruptcy proceedings. Largest secured creditors Good Gateway, LLC, and SEG Gateway, LLC, have asked the Court to appoint a Chapter 11 trustee in the case. About Orlando Gateway Nilhan Hospitality, LLC, and Orlando Gateway Partners, LLC commenced Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case No. 15-03447 and 15-03448, respectively) on April 20, 2015. Chittranjan Thakkar, the manager, signed the petitions. Orlando Gateway is a $500 million retail and residential complex -- which includes two restaurants, a Bonefish Grill and Carraba's, and plans for additional commercial and residential build out -- near Orlando International Airport. Nilhan estimated $1 million to $10 million in assets and $10 million to $50 million in debt. Orlando Gateway disclosed $9,186,413 in assets and $54,204,216 in liabilities as of the Chapter 11 filing. The Debtors are represented by Kenneth D Herron, Jr., Esq., at Wolff, Hill, McFarlin & Herron, P.A. PARKVIEW ADVENTIST: Court Approves Marcus Clegg as Counsel ---------------------------------------------------------- Parkview Adventist Medical Center sought and obtained permission from the Hon. Peter G. Cary of the U.S. Bankruptcy Court for the District of Maine to employ Marcus, Clegg & Mistretta, P.A. as counsel. The Debtor requires Marcus Clegg to: (a) analyze the Debtor's financial situation and advice and assistance to the Debtor in determining whether to file a petition under Chapter 11 of the Code; (b) prepare and file the Debtor's Petition, Schedules, Statement Of Financial Affairs, amendments to the foregoing, and all other documents and pleadings required by this Court, the Code, the Federal Rules of Bankruptcy Procedure and the Local Rules of this Court; (c) represent the Debtor at the first meeting of creditors and responses to individual creditor inquiries; (d) represent the Debtor in connection with the disposition of any of its assets; (e) develop the Debtor's plan of reorganization, analysis of the feasibility of any such plan, drafting, filing and negotiation of the plan and related disclosure statement, responses to objections to the adequacy of the disclosure statement and to confirmation of the plan; (f) review and evaluation of the Debtor's executory contracts and unexpired leases, and representation of the Debtor with respect to any motions to assume or reject such contracts and leases; (g) represent the Debtor in connection with any adversary proceedings or automatic stay litigation which may be commenced in these proceedings; (h) analyze the Debtor's cash flow and business operations, advice to the Debtor regarding its responsibilities as a debtor in possession and its post-petition financial operations, negotiation of any borrowing and cash collateral stipulations which may be required, furnishing of financial information to the U.S. Trustee's Office and to any committee appointed pursuant to Section 1102 of the Code; (i) review and analyze various claims of the Debtor's creditors and the treatment of such claims; (j) represent the Debtor regarding post-confirmation operations and consummation of any plan of reorganization; (k) represent and advice the Debtor with respect to general non-profit corporation matters and general business law issues; and (l) general representation of the Debtor during these bankruptcy proceedings. Marcus Clegg will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid Marcus Clegg $25,000 retainer. George J. Marcus, member of Marcus Clegg 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. Marcus Clegg can be reached at: George J. Marcus, Esq. MARCUS, CLEGG & MISTRETTA, P.A. One Canal Plaza, Ste. 600 Portland, ME 04101 Tel: (207) 828-8000 Fax: (207) 773-3210 E-mail: gmarcus@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. 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 Debtor is represented by George J. Marcus, Esq., at Marcus, Clegg & Mistretta, PA, in Portlane, Maine. PARKVIEW ADVENTIST: Court Okays Sale to Mid Coast ------------------------------------------------- Portland Press Herald reports that the Hon. Peter Cary of the U.S. Bankruptcy Court for the District of Maine approved on Thursday the sale of Parkview Adventist Medical Center to Mid Coast Hospital. According to Portland Press, the sale is part of a bankruptcy action filed in June by Parkview Adventist. Portland Press relates that under the terms of the agreement, Mid Coast will: (i) pay Parkview Adventist $3.8 million at the closing; (ii) forgive $579,540 of an advance it gave to Parkview Adventist during the bankruptcy proceeding; and (iii) commit $1 million each year for three consecutive into the Parkview Adventist campus. The report adds that Parkview Adventist workers are expected to be rehired by Mid Coast. 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 Debtor is represented by George J. Marcus, Esq., at Marcus, Clegg & Mistretta, PA, in Portlane, Maine. PASSAIC HEALTHCARE: PMC Wants Interest Attached to Sale Proceeds ---------------------------------------------------------------- Philips Medical Capital, LLC, objected to Passaic Healthcare Services, LLC, doing business as Allcare Medical, et al.'s motions (A) for an order authorizing the Debtors to (i) sell their inventory and equipment, and (ii) approving sale and auction procedures in connection therewith including, without limitation, stalking horse bidder's expense reimbursement; and (B) for order approving settlement agreement between the Debtors, Essex Capital Corporation and Cornerstone Essex Leasing Co. LLC, and Sequoia Healthcare Services, LLC. According to PMC, to the extent that PMC's collateral is being sold, its interests must attach to the proceeds of the sale, and appropriate procedures should be implemented to govern the allocation of proceeds from the sale. PMC is represented by: Anne M. Aaronson, Esq. Catherine G. Pappas, Esq. DILWORTH PAXSON LLP 1500 Market Street, Suite 3500E Philadelphia, PA 19102-2101 About Passaic Healthcare Based in Plainview, New York, Passaic Healthcare Services, LLC, doing business as Allcare Medical, is a full service durable medical equipment company specializing in clinical respiratory, wound care and support services. Passaic, which employs 200 individuals, has seven locations in New Jersey, New York and Pennsylvania. Passaic began operations in December 2010 after it acquired substantially all of the assets of C&C Homecare, Inc., and Extended Care Concepts through a bankruptcy sale under 11 U.S.C. Sec. 363. After acquiring 100% of the equity interests in Galloping Hill Surgical, LLC, and Allcare Medical SNJ, LLC, Passaic began using "Allcare Medical" as trade name for its entire business, and discontinued marketing under the name C&C Homecare. Passaic Healthcare filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 14-36129) in Trenton, New Jersey, on Dec. 31, 2014. The case is assigned to Judge Christine M. Gravelle. Judge Christine M. Gravelle directed that the cases of Passaic Healthcare Services, LLC, Galloping Hill Surgical LLC, and Allcare Medical SNJ LLC, are jointly administered with Case No. 14-36129. The Debtor has tapped Joseph J. DiPasquale, Esq., and Thomas Michael Walsh, Esq., at Trenk, DiPasquale, Della Fera & Sodono, P.C., in West Orange, New Jersey, as counsel. The Debtor disclosed $15,663,665 in assets and $46,734,414 in liabilities as of the Chapter 11 filing. U.S. Trustee for Region 3 appointed five creditors to serve on the Official Committee of Unsecured Creditors. The Committee tapped Arent Fox LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC as it financial advisors. PATRIOT COAL: Court Approves Kutak Rock as Bankruptcy Co-Counsel ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia authorized Patriot Coal Corporation, et al., to retain Kutak Rock LLP as co-counsel effective nunc pro tunc to the Petition Date. Kutak Rock is expected to primarily provide these services: -- provide legal advice and services regarding local rules, practices, and procedures and providing substantive and strategic advice on how to accomplish the Debtors' goals in connection with the prosecution of these chapter 11 cases, bearing in mind that the Court relies on co-counsel such as Kutak Rock to be involved in all aspects of these bankruptcy cases; -- review, comment, or prepare drafts of documents to be filed with the Court as co-counsel to the Debtors; -- appear in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Debtors as their co-counsel. The Debtors, by separate application, have also asked the Court to approve the retention of Kirkland & Ellis LLP as co-counsel with respect to the Chapter 11 cases. Kutak Rock has discussed the division of responsibilities with K&E and will make every effort to avoid duplication of efforts in connection with the Chapter 11 cases. On May 29, 2015, the Debtors amended their application, stating that Kutak Rock has advised the Debtors that it intends to monitor carefully and coordinate with the other professionals retained by the Debtors in the Chapter 11 cases and will clearly delineate their respective duties to prevent duplication of effort. Efficient coordination of efforts of the Debtors' attorneys and other professionals will add to the effective administration of the cases. The Debtors also have agreed that Kutak Rock will be reimbursed for all actual out-of-pocket expenses incurred by the firm on the Debtors' behalf. To the best of the Debtors' knowledge, Kutak Rock (a) is a “disinterested person,” as that phrase is defined in Section 101(14) of the Bankruptcy Code. Kutak Rock also said that it intends to make a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for compensation and reimbursement of expenses filed by attorneys in larger chapter 11 cases effective as of Nov. 1, 2013 both in connection with the application and the interim and final fee applications to be filed by Kutak Rock in the cases and Kutak Rock will use it reasonable efforts to avoid any duplication of services provided by any of the Debtors' other professionals. Michael A. Condyles, a partner with Kutak Rock, filed a supplemental declaration in support of the application. Kutak Rock maintains an office in Richmond, Virginia located at 1111 East Main Street, Suite 800, Richmond, Virginia. About Patriot Coal Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. Patriot Coal estimated more than $1 billion in assets and debt. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. The U.S. trustee overseeing the Chapter 11 case of Patriot Coal Corp. appointed seven creditors of the company to serve on the official committee of unsecured creditors. The Committee is represented by Morrison & Foerster LLP as its counsel, and Tavenner & beran, PLC, as its local counsel. Jefferies LLC serves as its investment banker. The directed the U.S. Trustee to form an official committee of retirees at the behest of Patriot Coal Non-Union Retiree VEBA. * * * The deadline to file bids for the Debtors' assets is Sept. 4, 2015, at 5:00 p.m. An auction will take place on Sept. 9, at 10:00 a.m. Patriot Coal has filed with the Bankruptcy Court a letter of intent for a proposed sale of a substantial majority of its operating assets to Blackhawk Mining, LLC, as well as a motion outlining bidding procedures. Under the terms of the letter of intent, Blackhawk would issue to Patriot's secured lenders new debt securities totaling approximately $643 million plus Class B Units providing them an ownership stake in Blackhawk. In addition, Blackhawk would assume or replace surety bonds supporting reclamation and related liabilities associated with the purchased assets. PATRIOT COAL: Morrison & Foerster OK'd as Committee's Lead Counsel ------------------------------------------------------------------ The Hon. Keith Phillips of the U.S. Bankruptcy Court for the Eastern District of Virginia the Official Committee of Unsecured Creditors in the Chapter 11 cases of Patriot Coal Corporation, et al., to retain Morrison & Foerster LLP as its lead counsel, nunc pro tunc to May 21, 2015. Morrison & Foerster is expected to perform the legal services that will be necessary during the cases. The firm's hourly rates for matters implicated in the cases range as: a) the hourly rates for partners and senior counsel range from $785 per hour to $1,275 per hour, based upon a variety of factors, including seniority and distinction and expertise in one's field; b) the hourly rates for of counsel range from $620 per hour to $995 per hour; c) the hourly rates for associates range from $405 per hour to $785 per hour, based upon year of graduation from law school; and d) the hourly rates for paraprofessionals range from $200 per hour to $400 per hour. To the best of the Committee's knowledge, Morrison & Foerster is "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: James M. Peck, Esq. Lorenzo Marinuzzi, Esq. Jennifer L. Marines, Esq. MORRISON & FOERSTER LLP 250 West 55th Street New York, NY 10019-9601 Tel: (212) 468-8000 Fax: (212) 468-7900 About Patriot Coal Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. Patriot Coal estimated more than $1 billion in assets and debt. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. The U.S. trustee overseeing the Chapter 11 case of Patriot Coal Corp. appointed seven creditors of the company to serve on the official committee of unsecured creditors. The Committee is represented by Morrison & Foerster LLP as its counsel, and Tavenner & beran, PLC, as its local counsel. Jefferies LLC serves as its investment banker. The directed the U.S. Trustee to form an official committee of retirees at the behest of Patriot Coal Non-Union Retiree VEBA. * * * The deadline to file bids for the Debtors' assets is Sept. 4, 2015, at 5:00 p.m. An auction will take place on Sept. 9, at 10:00 a.m. Patriot Coal has filed with the Bankruptcy Court a letter of intent for a proposed sale of a substantial majority of its operating assets to Blackhawk Mining, LLC, as well as a motion outlining bidding procedures. Under the terms of the letter of intent, Blackhawk would issue to Patriot's secured lenders new debt securities totaling approximately $643 million plus Class B Units providing them an ownership stake in Blackhawk. In addition, Blackhawk would assume or replace surety bonds supporting reclamation and related liabilities associated with the purchased assets. PATRIOT COAL: Stahl Cowen Okayed as Counsel for Retiree Committee ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia authorized the Official Retiree Committee in the Chapter 11 cases of Patriot Coal Corporation to retain Stahl Cowen Crowley Addis LLC as it counsel, nunc pro tunc to July 9, 2015. As reported in the Troubled Company Reporter on July 30, 2015, Stahl Cowen is expected to, among other things: a. counsel the Retiree Committee with respect to the general duties of a committee formed, advise the Retiree Committee members with respect to their fiduciary duties, and its duty to communicate with the retiree constituents; b. investigate the assets, liabilities and financial condition of the Debtors and the Debtors non-debtor affiliates (if any), reviewing post-bankruptcy transactions involving the Debtors and the various orders entered by the Court; and c. investigate the claims or asserted priorities of other parties with respect to the assets of Debtors and related efforts. The hourly rates of SCCA's personnel are: Name Title Hourly Rate ---- ----- ----------- Jon D. Cohen partner (1991) $560 Jeremy Kreger partner (2003) $425 John Burnett partner (2005) $415 Kevin Hunt partner (2004) $400 Eric Malnar associate (2005) $375 Melissa Lettiere associate (2007) $350 Stephanie Stinton associate (2007) $350 Paralegals $150 To the best of the Committee's knowledge, SCCA is a "disinterested" person as that term is defined in Section 101(14) of the Bankruptcy Code. Retiree Committee On July 7, 2015, Judy A. Robbins, U.S. Trustee for Region 4, appointed five retirees to serve on the Committee of Retired Employees: 1. James R. Gillenwater 2. Elizabeth Wills 3. Harold D. Green 4. Carl Egnor, UMWA representative 5. David L. McDonald The United Mine Workers of America -- the representative of the interests of over 2,500 active and laid-off employees at the Debtors' mining complexes and headquarters and about 11,000 retirees -- submitted a response to the motion to appoint Retiree Committee, on behalf of itself and its board members in their personal capacity, Patriot Coal Corporation retirees John Wills, Jim Gillenwater and John Knab, along with retiree Liz Wills, and other similarly situated non-union retirees of the Debtors. UMWA sought consideration to serve on the proposed Retiree Committee as it intends to protect the interests of the UMWA employees and UMWA retirees throughout the bankruptcy process. About Patriot Coal Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. Patriot Coal estimated more than $1 billion in assets and debt. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. The U.S. trustee overseeing the Chapter 11 case of Patriot Coal Corp. appointed seven creditors of the company to serve on the official committee of unsecured creditors. The Committee is represented by Morrison & Foerster LLP as its counsel, and Tavenner & beran, PLC, as its local counsel. Jefferies LLC serves as its investment banker. The directed the U.S. Trustee to form an official committee of retirees at the behest of Patriot Coal Non-Union Retiree VEBA. * * * The deadline to file bids for the Debtors' assets is Sept. 4, 2015, at 5:00 p.m. An auction will take place on Sept. 9, at 10:00 a.m. Patriot Coal has filed with the Bankruptcy Court a letter of intent for a proposed sale of a substantial majority of its operating assets to Blackhawk Mining, LLC, as well as a motion outlining bidding procedures. Under the terms of the letter of intent, Blackhawk would issue to Patriot's secured lenders new debt securities totaling approximately $643 million plus Class B Units providing them an ownership stake in Blackhawk. In addition, Blackhawk would assume or replace surety bonds supporting reclamation and related liabilities associated with the purchased assets. PENN HILLS: Moody's Gives B3 Underlying Rating to 2015 GO Bonds --------------------------------------------------------------- Moody's Investors Service has assigned a B3 underlying rating and a Baa1 pre-default enhanced rating to Penn Hills School District, PA's $18 million General Obligation Bonds, Series of 2015 and $2 million General Obligation Notes, Series of 2015. The outlook on the underlying rating is negative; the outlook on the pre-default enhanced rating is stable. Concurrently, Moody's has affirmed the B3 underlying and B1 post-default enhanced ratings on $53 million of outstanding general obligation bonds. The outlook on the post-default enhanced rating is negative, reflecting the outlook on the underlying rating. Issue: General Obligation Bonds, Series of 2015; Underlying Rating: B3; Enhanced Rating: Baa1; Sale Amount: $18,000,000; Expected Sale Date: 09-02-2015; Rating Description: General Obligation Limited Tax Issue: General Obligation Notes, Series of 2015; Underlying Rating: B3; Enhanced Rating: Baa1; Sale Amount: $2,000,000; Expected Sale Date: 09-02-2015; Rating Description: General Obligation Limited Tax SUMMARY RATING RATIONALE The B3 underlying rating reflects the rapid and severe deterioration in the district's financial position and liquidity to the point where it could only meet its April 1, 2015 debt service payment obligation with the help of the state's intercept program, which proactively advanced funds to ensure timely payment. Moody's believes it is still possible the district could continue to depend upon state assistance to make future debt service payments for the near term given its distressed credit fundamentals, which include weak governance, a willingness to risk default on general obligation bonds, and large budget pressures driven by charter school enrollment, a high debt burden and already heavy pension contributions. Moody's said, "The Baa1 pre-default enhanced rating on the district's current issuance reflects our assessment of the Pennsylvania School District Fiscal Agent Agreement Intercept Program, which provides for the pre-default intercept of state aid through a direct payment to the paying agent. The rating is three notches lower than the A1 rating assignment on other pre-default structures under Act 150 due to the speculative characteristics of the underlying credit strength and uncertainty of funding based on a delay in the state's budget adoption." "The B1 post-default enhanced rating reflects that the intercept program has no structural requirement for future debt service payments to be made prior to default. The rating recognizes that state aid is sufficient to cover debt service, and that any missed payments by the underlying are expected to be swiftly repaid by the state such that 100% recovery in this situation is likely. Although the state paid the district's April 1, 2015 debt service payment on time, the rating incorporates our expectation that future intercept payments could be made post-default, most likely within a few days after any failure to pay by the district. However, Moody's notes that competing claims for state aid from pensions and charter school enrollments could limit the availability of these funds to cover or assist with future debt service payments." OUTLOOK Moody's said, "The negative outlooks on both the post-default enhanced and underlying ratings reflect our expectation of sustained and ongoing financial stress given the lack of liquidity to meet payment obligations and uncertainty over how the district will restore cash flow sufficiency. Given the district's reliance on state aid to pay debt service through the intercept program, the negative outlook also reflects our expectation that competing claims on the district's state aid, such as charter school tuition and pension contributions, are likely to pressure coverage of debt service from this source." The stable outlook of the pre-default enhanced rating is based on the state's stable outlook. WHAT COULD MAKE THE RATING GO UP (REMOVAL OF NEGATIVE OUTLOOK) -- Stabilization of operating position -- Sustained reversal of the negative operating trend that reduces the district's reliance on the state to meet debt service and other payments WHAT COULD MAKE THE RATING GO DOWN -- Erosion of state aid given rising claims from state pension system and charter schools -- Prospect of a debt restructuring that would impose loss on bondholders OBLIGOR PROFILE The district has a population of 42,423 and provided K-12 education to approximately 3,900 students. It is located in the eastern central part of Allegheny County in the southwest portion of the state, approximately 9 miles east of downtown Pittsburgh. LEGAL SECURITY Debt service on the bonds and notes are secured by a general obligation limited tax pledge, as debt service is not exempt from the limitations of Special Session Act 1 (Taxpayer Relief Act). The 2015 bonds are enhanced with additional security through a State Appropriation Intercept Agreement which ensures the disbursement of available state aid directly to the paying agent to pay debt service on a pre-default basis. USE OF PROCEEDS Bond proceeds will be used towards the payment of current expenses of the district; or deficit financing. The note proceeds will be used towards a current refunding of the fiscal 2015 principal and extend the maturity out to fiscal 2028. PETERSBURG REGENCY: Creditors Seek to Dismiss Ch. 11 ---------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey will convene a hearing on September 9, 2015 at 10:00 a.m., to consider the motion seeking approval of a settlement among parties in the Chapter 11 case of Petersburg Regency, LLC, regarding the distribution of $10,230,626 on deposit with the Circuit Court of Petersburg in Virginia. The Bankruptcy Court, on the Sept. 9 hearing, will also conduct a continued hearing on LeClair Ryan, a Professional Corporation's motion for an order dismissing the case, Jim Burt's Amended Cross-Motion for order directing the disbursement of insurance proceeds; and Burt's Motion to Expunge Claims of Specialized Environmental Services d/b/a ATI Air Technology, Inc. The creditor group supporting the Amended Cross-Motion of Burt is granted derivative standing to file and serve a Settlement Motion. Objections to the Settlement Motion, as well as any further objections to the Amended Cross-Motion or Motion to Dismiss, if any, must be filed no later than August 31. Any replies by those supporting the Settlement Motion and the Amended Cross-Motion must be filed no later than September 4. Jim Burt, in his amended cross-motion, asserts that the only collateral in the Chapter 11 case -- the Interpleader Funds -- is a property interest that belongs exclusively to the secured creditors. Continued litigation is virtually guaranteed to destroy what little value is being set aside by consent for rank and file creditors here, Burt asserted. Ittleson Trust-2010-1 joins in the Cross-Motion and the dismissal proposed in the Cross-Motion. Ittleson asserts that any claim by the Debtor that it should be given an opportunity to attack and fulminate against claims is subject to the reality that a plan by the creditors could provide for settlement or compromise of any such effort. LeClairRyan asserts that the case must be dismissed as a bad faith filing, and that the dismissal can be structured to approve the distribution of the Interpleader Fund as proposed in the Burt Cross-Motion. LeClairRyan further asserts that even if this case could otherwise be maintained, the Debtor has been unable to plausibly suggest that the Interpleader Fund is anything other than fully encumbered. The Court directs the parties to engage in a mediation session regarding the Motion to Dismiss, the Amended Cross-Motion and the Settlement Motion, with the mediation currently scheduled to take place at 11:00 a.m. on September 8, with the Honorable Michael Kaplan, U.S.B.J., serving as mediator. A status conference regarding the adversary proceeding (Adv. Pro. No. 15-1995) will also be held on September 9, at 10:00 a.m. Ittleson Trust-2010-1 is represented by: Gary F. Eisenberg, Esq. PERKINS COIE LLP 30 Rockefeller Plaza, 22nd Floor New York, New York 10112-0085 Tel: (212) 262-6900 Fax: (212) 977-1632 Email: Geisenberg@perkinscoie.com LeClair Ryan, A Professional Corporation is represented by: Douglas J. McGill, Esq. WEBBER MCGILL LLC 760 Route 10 Suite 104 Whippany, NJ 07981 Tel: (973) 739-9559 Fax: (973) 739-9575 www.webbermcgill.com Jim Burt is represented by: Warren J. Martin Jr. PORZIO BROMBERG & NEWMAN, P.C. 100 Southgate Parkway P.O. Box 1997 Morristown, NJ 07962-1997 Tel:(973)889-4006 Fax:(973)538-5146 Email: wjmartin@pbnlaw.com About Petersburg Regency Petersburg Regency, LLC, commenced a Chapter 11 bankruptcy case (Bankr. D.N.J. Case No. 15-17169) in Newark, New Jersey, on April 20, 2015. The case is assigned to Judge Vincent F. Papalia. An involuntary bankruptcy case was previously filed against the company (Bankr. E.D. Va. Case No. 15-30526) but the case was dismissed by consent order in March 2015. The Debtor tapped David Edelberg, Esq., at Nowell Amoroso Klein Bierman, P.A., in Hackensack, New Jersey, as counsel. According to the docket, the Debtor's exclusive period to file a plan expires on Aug. 18, 2015. PICACHO HILLS: Settlement With Former Bankruptcy Counsel Approved ----------------------------------------------------------------- Judge David T. Thuma of the United States Bankruptcy Court for the District of New Mexico granted the Chapter 7 Trustee's motion to approve a settlement reached with Picacho Hills Utility Company, Inc.'s former bankruptcy counsel, William F. Davis & Associates, P.C. On October 15, 2014, the Davis Firm filed its final fee application, asking for approval of $175,618 as a Chapter 11 administrative expense. The Trustee and others objected, but the objection was resolved through a proposed settlement under which the Davis Firm's approved fees would be only $99,527. The Davis Firm also agreed to potential disgorgement if the estate turned out to be administratively insolvent. The proposed settlement included settlement of any estate malpractice claims against the Davis Firm or William F. Davis. The Debtor and its sole shareholder, Stephen Blanco, objected to the settlement, arguing that the estate has substantial malpractice claims against the former counsel, the value of which is not sufficiently reflected in the settlement. The malpractice claim was based on Davis Firm's failure to object to the sale of PHUC's assets for only $2,150,000, which was way below the expert testimony valuation of between $5,600,000 to $8,000,000. The Trustee countered that PHUC and Blanco lacked standing to object, and also that the alleged malpractice claims have very little or no value. Judge Thuma held that PHUC and Blanco have standing because they were able to demonstrate that the theoretical recovery on the malpractice claim could be enough to create a surplus after all debts are satisfied. Judge Thuma, however, held that the settlement is well within the range of reasonableness, and should be approved. The judge explained that the complexity of the malpractice claim, the expense to litigate it, and the time it would take to complete the litigation, weighs in favor of settlement. The case is In re: PICACHO HILLS UTILITY COMPANY, INC., Debtor, CASE NO. 13-10742-TL7 (Bankr. D.N.M.). A full-text copy of Judge Thuma's July 31, 2015 memorandum opinion is available at http://is.gd/OEckrFfrom Leagle.com. About Picacho Hills Utility Picacho Hills Utility Company, Inc., filed a Chapter 11 petition (Bankr. D. N.M. Case No. 13-10742) on March 7, 2013. The Debtor is represented by William F. Davis & Associates, P.C. The Debtor estimated assets of at least $10 million and debts of at least $1 million. PHUC is a public utility as defined by the New Mexico Public Utility Act, Sec. 62-3-3.G. and provides water and sewer service to approximately one thousand residences in Dona Ana County, New Mexico. PHUC is 100% owned by Stephen C. Blanco, who is its president. PROTOM INTERNATIONAL: Has Final OK to Obtain $1.8MM in DIP Loan --------------------------------------------------------------- The United States Bankruptcy Court for the Northern District of Texas, Dallas Division, gave Protom International, Inc., and its debtor affiliates final authority to obtain up to an aggregate principal amount not to exceed $1,861,677 from Michaelson Capital Partners, LLC, as lender. The Court overruled the objection raised by McLaren Health Care Corporation, which asserted that McLaren holds title to the McLaren Proton Therapy System and opposes the granting of any lien or security interest to the Lender on the McLaren Proton Therapy System. McLaren told the Court that the Debtors' proposed Budget does not include payment to McLaren of this monthly administrative cost. Although McLaren is not currently requesting the present payment of this administrative cost, McLaren does not agree to waive or release its administrative expense claim against the Debtor. A dispute exists among the Debtor, the Lender and McLaren as to the title to the McLaren Proton Therapy System, which dispute is not resolved by the terms of this Order. Mclaren Health Care Corporation is represented by: Stephen M. Pezanosky, Esq. Autumn D. Highsmith, Esq. HAYNES AND BOONE LLP 2323 Victory Avenue, Suite 700 Dallas TX 75219-7672 Tel: (214) 651-5000 Fax: (214) 651-5940 Email: stephen.pezanosky@haynesboone.com autumn.highsmith@haynesboone.com -- and -- Julie Beth Teicher, P.C., Esq. ERMAN, TEICHER, ZUCKER & FREEDMAN, P.C. 400 Galleria Officentre, Suite 444 Southfield, MI 48034 Tel: (248) 827-4100 Fax.: (248) 827-4106 Email: jteicher@ermanteicher.com About ProTom International ProTom International Inc. is a medical technology focused on proton therapy for cancer patients. The Company and affiliate ProTom International, LLC, have the exclusive rights to sell in the U.S. the compact accelerators developed by Russia-based ZAO Protom and owner Vladimir E. Balakin. The ZAO system and technology were lighter and cheaper than proton therapy systems then in operation in the U.S. This technology has been the basis on which ProTom has developed its Radiance 330 Proton Therapy System. ProTom International, Inc., and ProTom International, LLC, sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-32065 and 15-32066) in Dallas on May 12, 2015. The cases are assigned to Judge Barbara J. Houser. The Debtors tapped Jackson Walker, LLP as counsel, and Lain, Faulkner & Co., P.C., as accountant. PROTOM INTERNATIONAL: Michaelson Capital Wins Auction ----------------------------------------------------- Protom International, Inc., and its debtor-affiliates notified the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, that an auction was conducted on Aug. 4, 2015, and the successful bidder for substantially all of the Debtors' assets was Michaelson Capital Special Finance Fund, LP. The purchase price to be paid by Michaelson includes (a) the aggregate amount of the Michaelson Secured Claims, (b) $2.0 million cash; (c) the Aggregate Cure Amount Payment which will be used to pay the Cure Amounts; (d) the amount due by assumption by Buyer of the Assumed Liabilities, and (e) the Series A Preferred Amount. The Debtors propose to sell substantially all of their assets which primarily include (i) its rights under the ZAO Agreement to sell and market the Radiance 330(R) Proton Therapy System; (ii) the rights under the patents and intellectual property developed by PII for the design assembly and operation of the Radiance 330; (iii) the FDA 501(k) approval of the Radiance 330(R); (iv) the Purchase Agreements and Service Agreements with McLaren, AHS and MGH; (v) various vendor contracts related to the sale and installation of the Radiance 330; and (vi) various personal property and equipment. McLaren filed a limited objection to the proposed sale, asserting that it has terminated the McLaren Purchase Agreement and has fully paid the Contract Price under the McLaren Purchase Agreement, and objects to (i) any sale by the Debtors to the extent that it seeks to include the McLaren Proton Therapy System, the items located in Flint, Michigan, and an assignment to any Potential Purchaser of the Customer Contracts, the Vendor Contracts and the Other Contracts integral to McLaren and the McLaren Proton Therapy System, and (ii) any sale by the Debtors of the McLaren Purchase Agreement and the McLaren Service Agreement, and (iii) any sale by the Debtors of the ZAO Agreement and the Intellectual Property if the sale is not subject to the non-exclusive license granted to McLaren under the McLaren Purchase Agreement. Dallas County also filed a limited objection, asking the court to grant an order that provides that the liens that secure all amounts ultimately owed for tax year 2015 attach to the gross sale proceeds with the same validity, priority and extent that they attached to the assets sold or, alternatively, that year 2015 ad valorem business personal property taxes be paid at the sale closing and grants Dallas County such other and further relief to which it may be justly entitled. Mclaren Health Care Corporation is represented by: Stephen M. Pezanosky, Esq. Autumn D. Highsmith, Esq. HAYNES AND BOONE LLP 2323 Victory Avenue, Suite 700 Dallas TX 75219-7672 Tel: (214) 651-5000 Fax: (214) 651-5940 Email: stephen.pezanosky@haynesboone.com autumn.highsmith@haynesboone.com -- and -- Julie Beth Teicher, P.C., Esq. ERMAN, TEICHER, ZUCKER & FREEDMAN, P.C. 400 Galleria Officentre, Suite 444 Southfield, MI 48034 Tel: (248) 827-4100 Fax.: (248) 827-4106 Email: jteicher@ermanteicher.com Dallas County is represented by: Laurie Spindler Huffman Linebarger Goggan Blair & Sampson, LLP 2777 N. Stemmons Fwy, Suite 1000 Dallas, TX 75207 Tel: (469) 221-5125 Fax: (469) 221-5002 Email: laurie.huffman@lgbs.com About ProTom International ProTom International Inc. is a medical technology focused on proton therapy for cancer patients. The Company and affiliate ProTom International, LLC, have the exclusive rights to sell in the U.S. the compact accelerators developed by Russia-based ZAO Protom and owner Vladimir E. Balakin. The ZAO system and technology were lighter and cheaper than proton therapy systems then in operation in the U.S. This technology has been the basis on which ProTom has developed its Radiance 330 Proton Therapy System. ProTom International, Inc., and ProTom International, LLC, sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-32065 and 15-32066) in Dallas on May 12, 2015. The cases are assigned to Judge Barbara J. Houser. The Debtors tapped Jackson Walker, LLP as counsel, and Lain, Faulkner & Co., P.C., as accountant. RECYCLE SOLUTIONS: Novacopy Seeks to Repossess Copy Machine ----------------------------------------------------------- Novacopy asks the U.S. Bankruptcy Court for the Western District of Tennessee, Western Division, to lift the automatic stay imposed in the Chapter 11 case of Recycle Solutions, Inc., to allow it to repossess a copy machine from Debtor. Tracey P. Malone, Esq., in Bartlett Tennessee, tells court that the Debtor is indebted to Novacopy with the approximate principal balance of $1,697 pursuant to a Lease Agreement for a KM C364 copy machine. This Lease Agreement provides for lessee to pay 60 monthly installments in the amount of $565.92. Ms. Malone adds that the Debtor has defaulted on its obligations under the terms of the Agreement. She says the Debtor is three months in arrears. Novacopy needs to repossess the said copy machine before its interests in said property are further impaired, Ms. Malone tells the Court. Novacopy is represented by: Tracey P. Malone, Esq Freeman C. Marr, Esq 2850 Bartlett Road Bartlett, TN 38134 Tel:(90l) 388-6682 About Recycle Solutions Recycle Solutions, Inc., founded in 2002, is in the business of recycling and reusing plastic, wood and packaging for film rolls. The company is owned by James Downing (75%) and Mark Huber (25%). Founded in 2001 by James Downing, Recycle Solutions currently has operations in Tennessee and Georgia. It is headquartered in Memphis, Tennessee, with at its 7.5-acre recycling center. Recycle Solutions sought Chapter 11 bankruptcy protection in its home-town in Memphis (Bankr. W.D. Tenn. Case No. 14-31338) on Nov. 4, 2014, disclosing assets of $11.5 million against liabilities of $6.4 million. The case is assigned to Judge George W. Emerson Jr. The Debtor is represented by Steven N. Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC, in Memphis. The U.S. Trustee for Region 8 appointed three creditors to serve on the official committee of unsecured creditors. Adam B. Emerson of Bridgforth & Buntin, PLLC, represents the Committee as counsel. * * * Recycle Solutions has filed a reorganization plan that contemplates an orderly sale of the business as a going concern, whether in part or as a whole, following the effective date of the Plan. Judge George W. Emerson, Jr., will convene a hearing on July 16, 2015, at 9:30 a.m. to consider approval of the disclosure statement explaining the Plan. Objections to the adequacy of the information in the disclosure statement are due July 6. RENAULT WINERY: Proposes Sept. 22 Auction for Assets ---------------------------------------------------- Renault Winery and its affiliated debtors ask the U.S. Bankruptcy Court for the District of New Jersey to approve bidding procedures in connection with the proposed sale of substantially all of their assets. Equity Partners HG LLC will assist the Debtors in accomplishing the sale of their assets, pursuant to their Court-approved retention agreement. The Debtors propose this timeline: -- The bid deadline is Sept. 18, 2015; -- An auction will be conducted on Sept. 22, 2015, if they receive at least one qualified bid; and -- The Debtors seek to close on the sale not later than Oct. 15, 2015 which is the deadline for making the reduced payment to the Bank under the terms of the Bank Settlement Agreement. John P. Leon, Esq., at Subranni Zauber, LLC, in Marlton, New Jersey, tells the Court that the Debtors believe that the prompt sale of their assets is necessary to maximize and preserve the value of the Debtors' businesses. Mr. Leon further tells the Court that the Bid Procedures will ensure that the Debtors' sale process is conducted openly and in a manner that will encourage bidders to submit bids that will best maximize the value of the Debtors' assets. The deadline for the filing of objections to the proposed public auction sale is set on Aug. 25, 2015. The hearing for such objections is scheduled on Sept. 1, 2015 at 10:00 a.m. Renault Winery's attorneys can be reached at: John P. Leon, Esq. SUBRANNI ZAUBER LLC 750 Route 73 South – Suite 307B Marlton, NJ 08053 Telephone: (609)347-7000 Facsimile: (609)345-4545 E-mail: jleon@subranni.com About Renault Winery Renault Winery, Inc., and its affiliates own and operate a hotel, two restaurants, a golf course, and a winery. The hotel is located in Egg Harbor City, N.J., and the other businesses are located on adjacent property in Galloway Township, N.J. Renault Winery has served South Jersey as a winery and restaurant facility for the past 150 years. Joseph Milza and his wife, Geraldine, took over the operations of Renault Winery in 1974. The companies that operate the businesses are Renault Winery Inc. (winery, restaurant and gift shop), Renault Golf LLC (golf course), and Tuscany House LLC (hotel, restaurant, and banquet facility). Renault Realty Co., Renault Winery Property LLC, and Renault Winery Inc., own the real estate on which the businesses operate, as well as other real estate in the immediate area. Renault Winery and its affiliated debtors ask the U.S. Bankruptcy Court for the District of New Jersey to approve bidding procedures in connection with the proposed sale of substantially all of their assets. Equity Partners HG LLC will assist the Debtors in accomplishing the sale of their assets, pursuant to their Court-approved retention agreement. The Debtors propose this timeline: -- The bid deadline is Sept. 18, 2015; -- An auction will be conducted on Sept. 22, 2015, if they receive at least one qualified bid; and -- The Debtors seek to close on the sale not later than Oct. 15, 2015 which is the deadline for making the reduced payment to the Bank under the terms of the Bank Settlement Agreement. John P. Leon, Esq., at Subranni Zauber, LLC, in Marlton, New Jersey, tells the Court that the Debtors believe that the prompt sale of their assets is necessary to maximize and preserve the value of the Debtors' businesses. Mr. Leon further tells the Court that the Bid Procedures will ensure that the Debtors' sale process is conducted openly and in a manner that will encourage bidders to submit bids that will best maximize the value of the Debtors' assets. The deadline for the filing of objections to the proposed public auction sale is set on Aug. 25, 2015. The hearing for such objections is scheduled on Sept. 1, 2015 at 10:00 a.m. Renault Winery's attorneys can be reached at: John P. Leon, Esq. SUBRANNI ZAUBER LLC 750 Route 73 South – Suite 307B Marlton, NJ 08053 Telephone: (609)347-7000 Facsimile: (609)345-4545 E-mail: jleon@subranni.com About Renault Winery Renault Winery, Inc., and its affiliates own and operate a hotel, two restaurants, a golf course, and a winery. The hotel is located in Egg Harbor City, N.J., and the other businesses are located on adjacent property in Galloway Township, N.J. Renault Winery has served South Jersey as a winery and restaurant facility for the past 150 years. Joseph Milza and his wife, Geraldine, took over the operations of Renault Winery in 1974. The companies that operate the businesses are Renault Winery Inc. (winery, restaurant and gift shop), Renault Golf LLC (golf course), and Tuscany House LLC (hotel, restaurant, and banquet facility). Renault Realty Co., Renault Winery Property LLC, and Renault Winery Inc., own the real estate on which the businesses operate, as well as other real estate in the immediate area. REPUBLIC AIRWAYS: Seeks to Avoid Bankruptcy with New Pilot Contract ------------------------------------------------------------------- Jack Nicas, writing for Dow Jones' Daily Bankruptcy Review, reported that Republic Airways Holdings Inc., which flies on behalf of major U.S. airlines, made a final contract offer to its pilots after eight years of negotiations in a bid to avoid a chapter 11 restructuring largely caused by a shortage of pilots. According to the report, Republic has been the highest-profile victim so far of a long-anticipated pilot shortage in the U.S. airline industry, partly fueled by new regulations that increase the requirements to become a commercial airline pilot. Republic Airways Holdings Inc. is the holding company of Chautauqua Airlines, Inc., Shuttle America Corporation and Republic Airline Inc. The Republic-owned airlines offer scheduled passenger services on 1,253 flights daily to 105 cities in the U.S. and Canada. RESIDENTIAL CAPITAL: Ocwen Cannot Recover Added Losses, Court Rules ------------------------------------------------------------------- Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York ruled that Ocwen Loan Servicing, LLC, is limited to recovering indemnification for losses attributable to servicing advances from loans specifically identified in the original claim notice. Ocwen purchased Residential Capital, LLC, et. al.'s mortgage servicing platform and other servicing-related assets, including outstanding servicing advances. Under the parties' Asset Purchase Agreement, the Debtors represented that the servicing advances were valid reimbursement rights. To the extent this "Core Representation" is breached, the APA provides that Ocwen is entitled to indemnification from the Debtors' estates, one year after the sale closed. Ocwen had to submit a claim notice to the Debtors within one year after the closing date in order to exercise its indemnification rights. Ocwen submitted a claim notice shortly before the one-year period expired, asserting that the representation about the validity of servicing advances was breached and estimating Ocwen's damages attributable to the breach at approximately $2 million. An attachment to the claim notice specifically listed approximately 6,000 loans by loan number for which Ocwen asserted that the servicing advances were not valid and enforceable. The claim notice also included a statement reserving Ocwen's right to amend its indemnification claim. Fourteen months after the representation terminated, Ocwen submitted a revised claim notice asserting breach of the same representation for losses attributable to servicing advances for over 30,000 loans, with damages now estimated at approximately $12 million. Only 12 loans with servicing advances with estimated losses to Ocwen of approximately $63,000 listed in the schedules to the revised claim notice were listed in the schedules to the original claim notice. The ResCap Liquidating Trust, a successor in interest to the Debtors Residential Capital, LLC, et. al., objected to Ocwen's attempted revision of its servicing advances indemnification claims. The Trust asserted that the APA precludes Ocwen from asserting indemnification claims for alleged breaches of Core Representations after one year from the Closing Date of the sale, or February 15, 2014. The Trust further asserted that the indemnification obligations, consequently, expired on the Termination Date and only extend to those claims for which Ocwen provided notice to the Debtors or the Trust "on or prior to the Termination Date." Put another way, the APA does not permit Ocwen to assert entirely new clams after the Termination Date. The Trust argued that each Servicing Advance is an individual asset; and as a result, the Debtors' representation with respect to each Servicing Advance is a separate representation to the aggregate amount outstanding under each applicable loan. The Trust contended that to the extent Ocwen asserts a breach of the representations concerning Servicing Advances, it must identify each Servicing Advance that does not comply with the representations in the APA and why such Servicing Advance is non-compliant. According to the Trust, Ocwen concedes this point by implication because its Initial Claim Notice did not assert a claim as to all Servicing Advances in the aggregate, but rather asserted a claim as to the "certain" Servicing Advances that Ocwen believed did not comply with the APA and attached a list of the "applicable" Servicing Advances as to which Ocwen was asserting a claim. Judge Glenn held that the terms of the parties' contract do not permit Ocwen to base its servicing advances indemnification claims upon the newly identified allegedly invalid servicing advances in its revised claim notice. The bankruptcy case is In re: RESIDENTIAL CAPITAL, LLC, et al., Chapter 11 Debtors, Case No. 12-12020 (MG) JOINTLY ADMINISTERED. A full-text copy of Judge Glenn's Memorandum Opinion And Order Sustaining the Rescap Liquidating Trust's Objection To Ocwen Loan Servicing, LLC's Revised Claim Notice Concerning The Servicing Advances Claim is available at http://is.gd/kQMDJifrom Leagle.com. ResCap Liquidating Trust is represented by: Todd M. Goren, Esq. Jamie A. Levitt, Esq. Meryl L. Rothchild, Esq. MORRISON & FOERSTER LLP 250 West 55th Street New York, NY 10019-9601 Telephone: (212)468-8000 Facsimile: (212)468-7900 Email: tgoren@mofo.com jlevitt@mofo.com mrothchild@mofo.com Ocwen Loan Servicing, LLC is represented by: Jennifer C. DeMarco, Esq. Sarah N. Campbell, Esq. CLIFFORD CHANCE US LLP 31 West 52nd Street New York, NY 10019-6131 Telephone: (212)878-8000 Email: jennifer.demarco@cliffordchance.com sarah.campbell@cliffordchance.com About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.7 billion in assets and $15.3 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. RESIDENTIAL CAPITAL: Pichardo Claim Objection Partially Sustained ----------------------------------------------------------------- Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York sustained in part and overruled in part ResCap Borrower Claims Trust's objection to Julio Pichardo's claim. Pichardo filed Claim No. 452 against Debtor GMAC Mortgage, LLC. GMACM serviced Pichardo's loan from November 2003 through February 2013. Pichardo's Claim arises out of, among other things, a purported agreement between GMACM and Pichardo to modify Pichardo's then-existing loan terms. After the parties entered into the modification agreement, GMACM realized it mistakenly omitted what its successor in interest, the ResCap Borrower Claims Trust. GMACM contacted Pichardo, advised him of the mistake, and told him he had to execute a corrected modification agreement fixing the error. Pichardo alleges that he originally did not want to sign the corrected agreement, but ultimately executed it because GMACM threatened to foreclose on his home if he did not. Judge Glenn ruled on the causes of action in Pichardo's Initial Complaint as follows: (1) Violation of the FDCPA: GMACM began servicing the Loan in February 2004; the alleged default, if any, on the Loan did not occur until 2009. Thus, GMACM cannot be construed as a "debt collector," and the Objection to this cause of action is sustained. (2) Negligent Misrepresentation: Pichardo bases his negligent misrepresentation claim on the July 10, 2009 Letter, the August 3, 2009 Breach Letter, and unspecified telephone conversations between himself and GMACM representatives. Each of the letters states that Pichardo was in default on his Loan by failing to make his June and July 2009 payments; the August 3, 2009 Breach Letter also states that Pichardo failed to make his August 2009 payment. The return receipts attached to Pichardo's Supplemental Opposition demonstrate that Pichardo made payments to GMACM in June and July 2009; the Trust does not dispute this fact. As a result, the issue whether Pichardo was in default in June and July 2009 is in dispute. If Pichardo was not in default, then the July 10, 2009 Letter and August, 3, 2009 Breach Letter, both stating that Pichardo failed to make the June and July Loan payments, included false representations. There are further disputed issues of fact such as whether Pichardo reasonably relied on those false representations and whether he was consequently damaged. In light of these disputed issues of fact, the Court overrules the Objection to this cause of action. (3) Violation of the Unfair Competition Law: To the extent Pichardo seeks injunctive relief, the Objection to the UCL claim alleged in the Initial Complaint is sustained. GMACM no longer retains an interest in the Loan and therefore any awarded injunctive relief would be futile. To the extent Pichardo seeks restitution, the Objection to the UCL claim is overruled without prejudice. Pichardo's Payment History,indicates that Pichardo made payments in different amounts on June 24, August 12, September 3, October 6, October 14, and November 17, 2009. Not one of these payments affected the "current through" date. The Trust has not provided any explanation for these payment entries in the Payment History; in fact, the Trust does not even cite to the Payment History in its Objection. As such, there are disputed issues of fact why these payments were made, what these payments were for, and why these payments did not help bring the account current. There is also a disputed issue of fact whether Pichardo would be entitled to restitution in light of the payments he made. (4) Violation of the False Advertising Law: The Initial Complaint alleges that GMACM violated the FAL by "making or disseminating untrue or misleading statements, or by causing untrue or misleading statements to be made or disseminated, in or from California." The misstatements include the numerous threatening phone calls Pichardo received from GMACM throughout 2011 and 2012, during which GMACM advised Pichardo that he was in default, that GMACM was going to foreclose on the Property, and that Pichardo would be subject to criminal liability if he did not make additional payments. These allegations only amount to misstatements GMACM purportedly made to Pichardo regarding the status of his Loan; not widely disseminated statements or statements made for the purpose of influencing customers to purchase any goods or services. Pichardo's allegations are therefore insufficient to give rise to a cause of action under the FAL and the Objection to this claim is sustained. Judge Glenn ruled on the causes of action asserted in Pichardo's First Amended Complaint against GMACM are as follows: (1) Breach of Contract: There are disputed issues of fact whether Pichardo was indeed in default on his Loan, giving GMACM a valid legal basis to foreclose. Consequently, there are disputed issues of fact whether GMACM's threat to foreclose on the Property unless Pichardo signed the Corrected Agreement constituted duress and whether such duress and the parties' conduct after signing the Corrected Agreement render the Corrected Agreement void. Due to these disputed issues of fact, the Court cannot resolve Pichardo's breach of contract claim as a matter of law and thus overrules without prejudice the Trust's Objection to Pichardo's breach of contract claim. (2) Breach of the Implied Covenant of Good Faith and Fair Dealing: Pichardo alleged facts establishing that the August Agreement is a valid agreement. He also alleged that he made all of his payments under the August Agreement (and under the Corrected Agreement), that GMACM was obligated to perform under the August Agreement, that GMACM unfairly interfered with his rights to receive the benefits of the August Agreement by threatening foreclosure if he did not sign the Corrected Agreement, and that he was harmed as a result. Altogether, Pichardo has alleged sufficient facts in support of his breach of the implied covenant of good faith and fair dealing claim and the Trust's Objection to this Claim is therefore overruled without prejudice. (3) Negligence: Pichardo has failed to demonstrate that GMACM acted outside of its "conventional role" as a loan servicer such that the Nymark factors would support a finding that GMACM owed a duty of care to Pichardo. Thus, the Trust's Objection to Pichardo's negligence cause of action is sustained. (4) Unjust Enrichment: The Trust argues that Pichardo's unjust enrichment claim fails because there is no independent cause of action for unjust enrichment under California law and, in any event, Pichardo "has not alleged any specific benefit retained by GMACM." The Trust is correct: Unjust enrichment is not an independent cause of action under California law. Consequently, the Trust's Objection to Pichardo's unjust enrichment claim is sustained. (5) Violation of the UCL: Pichardo has alleged that he was coerced into executing the Corrected Agreement under the pretense that GMACM would foreclose on his Property at a time when he was allegedly not in default on his Loan obligations. This allegation, if true, may constitute an unfair or fraudulent business practice within the meaning of the UCL. In light of this disputed issue of fact, the Objection to Pichardo's UCL claim is overruled without prejudice. Judge Glenn held that to the extent the Objection is overruled, it is overruled without prejudice; the remaining portions of the Claim involve disputed issues of fact that cannot be resolved on the current record. He further held that unless the parties are able to resolve the remaining portions of Pichardo's claim, an evidentiary hearing will be required. The case is In re: RESIDENTIAL CAPITAL, LLC, et al., Chapter 11, Debtors, Case No. 12-12020 (MG) JOINTLY ADMINISTERED. A full-text copy of Judge Glenn's Memorandum Opinion and Order (I) Sustaining In Part And Overruling In Part The ResCap Borrower Claims Trust's Objection to Claim Number 452 Filed By Julio Pichardo And (II) Denying Julio Pichardo's Motion To Lift The Automatic Stay dated August 4, 2015 is available at http://is.gd/dlti0Vfrom Leagle.com. Rescap Liquidating Trust is represented by: Norman S. Rosenbaum, Esq. Jordan A. Wishnew, Esq. Erica J. Richards, Esq. MORRISON & FOERSTER LLP 250 West 55th Street New York, NY 10019-9601 Telephone: (212)468-8000 Facsimile: (212)468-7900 Email: nrosenbaum@mofo.com jwishnew@mofo.com erichards@mofo.com About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.7 billion in assets and $15.3 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. RIVERCREST COMMUNITY: S&P Raises Rating on 2007 Bonds From BB ------------------------------------------------------------- Standard & Poor's Ratings Services removed its underlying rating on Rivercrest Community Development District, Fla.'s series 2007 special assessment bonds from CreditWatch, where it had been placed with positive implications May 21, 2015. At the same time, Standard & Poor's raised its rating on the district's series 2007 special assessment bonds outstanding to 'BBB+' from 'BB'. The outlook is stable. "We base the upgrade on our opinion of the underlying credit quality of the surety bond provided by Assured Guaranty Corp.," said Standard & Poor's credit analyst Timothy Daley. Non-ad valorem special debt assessments on benefited properties in the district secure the bonds. Hillsborough County collects the special assessments on the district's behalf via the uniform collection method. The assessments have a lien status on the property equal to the liens of all state, county, district, and municipal taxes, creating a strong incentive to pay them. The 'BBB+' rating reflects what S&P considers: -- The district's good location in Hillsborough County, with access to the broad and diverse Tampa metropolitan statistical area; -- The assessment area's mature and residential nature with overall value-to-lien ratio of 15:1, factoring in the series 2007 bonds as well as overlapping debt of the county and school district; and -- Adequate annual debt service coverage through annual special assessments on the 2007 bonds and no tax certificates unsold. S&P believes factors offsetting the rating include: -- The limited nature of the pledged security and the district's lack of revenue-raising flexibility; -- The larger presence of banker- and developer-owned properties, indicating a fair amount of historical foreclosure activity; and -- The bonds' relatively weak liquidity position, with a surety funded debt service reserve totaling $496,975, which allows the district to absorb the loss the top 10 assessment payers for only nine years. The stable outlook reflects Standard & Poor's belief that special assessment collections will be sufficient to pay debt service on the 2007 bonds. Given that S&P do not expect a significant reduction in the assessment area's AV, S&P believes that the bonds' value-to-lien ratio will remain stable. Should value-to-lien decrease exponentially, payment delinquencies increase, or demand for tax certificate sales diminish in the next two years, S&P might lower the rating. However, should value-to-lien ratios improve and taxpayer concentration decreases, S&P could raise the rating. In total, the district, which encompasses the entire Rivercrest development, is composed of 413 acres of primarily residential property located in Hillsborough County. SAINT MICHAEL'S MEDICAL: Seeks to Reject Columbus, St. James Leases ------------------------------------------------------------------- Saint Michael's Medical Center, Inc., and its affiliated debtors seek authority from the U.S. Bankruptcy Court for the District of New Jersey to reject lease agreements with each of Columbus Medrealty, LLC, and Saint James Medrealty, LLC. Michael D. Sirota, Esq., at Cole Schotz P.C., in Hackensack, New Jersey, tells the Court that the rejected leases relate to the campuses of Columbus Hospital and Saint James Hospital. He relates that the Debtors no longer conduct any business at either location, but are required to make payments of approximately $500,000 in monthly rent and related charges under the rejected leases. Mr. Sirota contends the rejected leases impose a financial burden on, and are no longer necessary to, the Debtor's estates. The Debtors' motion is scheduled for hearing on September 11, 2015 at 2:30 p.m. Saint Michael's Medical Center, Inc. and its affiliated Debtors are represented by: Michael D. Sirota, Esq. Gerald H. Gline, Esq. Ryan T. Jareck, Esq. COLE SCHOTZ P.C. Court Plaza North 25 Main Street P.O. Box 800 Hackensack, NJ 07602-0800 Telephone: (201)489-3000 Facsimile: (201)489-1536 Email: msirota@coleschotz.com ggline@coleschotz.com rjareck@coleschotz.com About Saint Michael's Medical Center Saint Michael's Medical Center, Inc., was incorporated in 2008 to acquire St. Michael's Medical Center and 2 other now defunct hospitals (Saint James Hospital and Columbus Hospital) was acquired from Cathedral Healthcare System Inc., a New Jersey nonprofit. SMMC is a second tier subsidiary of Trinity Health Corporation. The immediate sole corporate member of SMMC is Maxis Health System, a Pennsylvania not-for-profit corporation. Established by the Franciscan Sisters of the Poor in 1867, St. Michael's Medical Center is a 357- bed licensed regional tertiary-care, teaching, and research center in the heart of Newark, New Jersey's business and educational district and is accredited by The Joint Commission. On Aug. 10, 2015, SMMC Inc. and three affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of New Jersey. The cases are pending before the Honorable Vincent F. Papalia, and the Debtors have requested that their cases be jointly administered under Case No. 15-24999. The Debtors tapped Cole Schotz P.C. as bankruptcy counsel; EisnerAmper LLP as financial advisor; and Prime Clerk LLC as claims and noticing agent. SMMC estimated $100 million to $500 million in assets and debt. SALADWORKS INC: Withdraws Bid to Hold Mixed Greens in Contempt -------------------------------------------------------------- Saladworks, LLC, formerly known as SW Acquisition Company, LLC, notified the U.S. Bankruptcy Court for the District of Delaware that it has withdrawn the motion to (1) enforce the sale order, (ii) hold Mixed Greens, LLC and V&C Salads, LLC in contempt for violation of the sale order, and (III) award costs and fees. About Saladworks, LLC Developed in 1986, Saladworks, LLC, is the first and largest fresh-salad franchise concept in the United States. From its beginning in the Cherry Hill Mall, Saladworks quickly expanded to 12 additional locations in area malls and soon thereafter began franchising. The company has franchise agreements with 162 different franchisees. The equity owners are J Scar Holdings, Inc., (70%) and JVSW LLC (30%). Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 15-10327) on Feb. 17, 2015. The case assigned to Judge Laurie Selber Silverstein. The Debtor has tapped Landis Rath & Cobb LLP as counsel; SSG Advisors, LLC, as investment banker; EisnerAmper LLP, as financial advisor; and Upshot Services LLC, as claims and noticing agent. Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in liabilities as of the Chapter 11 filing. SALADWORKS LLC: Creditors Object to Exclusivity Extension Bid ------------------------------------------------------------- The Official Committee of Unsecured Creditors of SW Liquidation, LLC, and WS Finance, LLC and JVSW, LLC, object to SW Liquidation, LLC's motion for further extension of its exclusive periods. The Creditors Committee and the VH Entities, in separate filings, assert that the extension is prejudicial to creditors and will unnecessarily delay the distribution of asset sale proceeds to satisfy the claim and it will provide the Debtor with exclusivity to make a second attempt at a confirmation of a plan. The Debtor argues that the VH Entities' unhappiness and dissatisfaction with the plan is not cause to discontinue exclusivity to permit them to file a competing plan and undermine the Debtor's chance of obtaining confirmation of the plan. The primary purpose of the exclusivity period is to provide the Debtor with an opportunity to file and solicit a plan without pressure from creditors, the Debtor maintains. The VH entities' unsubstantiated belief that the Plan is unconfirmable even if some changes are made is irrelevant to the inquiry as to whether contingencies exist, the Debtor further argues. As previously reported by The Troubled Company Reporter, the Debtor asks the U.S. Bankruptcy Court for the District of Delaware to extend its exclusive period to file a Chapter 11 plan to September 17, 2015, and exclusive solicitation period to November 13, 2015. Kimberly A. Brown, Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware, tells the Court that the Debtor has continued to comply with its obligations under the Bankruptcy Code and has worked closely and diligently with other parties in interest on an array of issues, including the terms of the filed Plan. She further tells the Court that allowing this relatively modest extension of the Exclusive Periods will allow the Debtor a full and fair opportunity to seek approval of the Disclosure Statement and the Solicitation Procedures, solicit acceptances of the Plan, seek confirmation thereof, engage in informed and productive negotiations with parties in interest, and is appropriate under the circumstances of the chapter 11 case. The Debtor is represented by: Adam G. Landis, Esq. Kerri K. Mumford, Esq. Kimberly A. Brown, Esq. LANDIS RATH & COBB LLP Wilmington, Delaware 19801 Tel: (302) 467-4400 Fax: (302) 467-4450 Email: landis@lrclaw.com mumford@lrclaw.com brown@lrclaw.com The Official Committee of Unsecured Creditors is represented by: Richard M. Beck, Esq. Sally E. Veghte, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 Market Suite 1000 Wilmington Delaware 19801 Tel: (302) 426-1189 Fax: (302) 426-9193 Email: rbeck@klehr.com sveghte@klehr.com About Saladworks, LLC Developed in 1986, Saladworks, LLC, is the first and largest fresh-salad franchise concept in the United States. From its beginning in the Cherry Hill Mall, Saladworks quickly expanded to 12 additional locations in area malls and soon thereafter began franchising. The company has franchise agreements with 162 different franchisees. The equity owners are J Scar Holdings, Inc., (70%) and JVSW LLC (30%). Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 15-10327) on Feb. 17, 2015. The case assigned to Judge Laurie Selber Silverstein. The Debtor has tapped Landis Rath & Cobb LLP as counsel; SSG Advisors, LLC, as investment banker; EisnerAmper LLP, as financial advisor; and Upshot Services LLC, as claims and noticing agent. Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in liabilities as of the Chapter 11 filing. SSG Capital Advisors, LLC, acted as the investment banker in the sale of substantially all of its assets to an affiliate of Centre Lane Partners, LLC. SANDRIDGE ENERGY: S&P Raises CCR to 'CCC+', Outlook Negative ------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Oklahoma City-based SandRidge Energy Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. S&P also assigned 'CCC-' issue-level ratings to SandRidge's $275 million senior unsecured convertible notes due 2022 and 2023. The recovery rating on the notes is '6', reflecting S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. The issue-level rating on SandRidge's existing senior unsecured notes remains 'D'. The recovery rating on these notes remains '6', indicating negligible (0% to 10%) recovery in the event of a payment default. The issue level rating on SandRidge's senior secured second-lien notes due 2020 remains 'B'. The recovery rating on these notes remains '1', indicating very high (90% to 100%) recovery in the event of a payment default. "The rating actions follow SandRidge's issuance of new $275 million of senior unsecured convertible notes due 2022 and 2023 to holders of a portion of senior unsecured notes due 2020, 2021, 2022, and 2023," said Standard & Poor's credit analyst Ben Tsocanos. The new notes convert mandatorily to common stock at a threshold of $1.10 per share at a strike price equivalent to 40% of par. New note holders also have the option to convert to common stock at a rate up to 40% of par value and there's an interest make-whole provision, with certain limitations. In conjunction with the new notes issuance, SandRidge repurchased $250 million aggregate principal amount of notes for $94.5 million in cash. S&P viewed the repurchase as a distressed exchange because at the close of the transaction investors receive less than what was promised on the original securities. S&P assesses SandRidge's business risk profile as "weak," incorporating a moderate reserve base, limited geographic diversity, and operation in the volatile and competitive oil and gas E&P industry. S&P assess SandRidge's financial risk as "highly leveraged," reflecting high debt levels relative to cash flow and aggressive financial policies. The negative rating outlook reflects S&P's expectation that SandRidge's leverage will rise to about 10x debt to EBITDA and 0% FFO to debt in 2016, which S&P views as unsustainable if the company is to continue operations. S&P projects that leverage will begin to improve 2017, reflecting its higher oil price assumption and increased production. S&P would consider a downgrade if the company faced material liquidity issues that limited its access to its credit facility or if S&P did not expect leverage to decline after peaking next year. S&P would consider revising the outlook to stable if SandRidge is able to reduce financial leverage to below 5x debt to EBITDA and above 12% FFO to debt while maintaining "adequate" liquidity. SNOWFLAKE COMMUNITY: Stock Sale on Hold Until Ownership Determined ------------------------------------------------------------------ Snowflake Community Foundation sought authority from the U.S. Bankruptcy Court for the District of Arizona to sell its sole asset -- 100% of the stock in the Apache Railway Company -- to the Little Colorado River Water Conservation District, free and clear of all liens, claims, and interests. Hackman Capital Equipment Acquisition Company, LLC, as administrative agent for the Lenders, and Apache Railroad Holdings, LLC, objected to the sale motion because it: (i) purports to sell assets whose ownership by the Debtor is in serious question; (ii) fails to establish grounds for a sale of substantially all of the Debtor's assets outside a plan in terms of both why there should be such a sale outside a plan and whether this private sale is reasonable; and (iii) fails to provide for satisfaction of Lender's claims at closing. The Town of Snowflake joined and consented to the Debtor's sale motion, telling the Court that if approved, the sale will protect and preserve a regional asset that would otherwise be financially and historically impossible to replace. The Town's counsel, Jeffrey T. Murray, Esq., at Sims Murray, Ltd., in Phoenix, Arizona, warned that if the sale is not approved, the rail service will be discontinued, the assets of the Company liquidated, and the track and the corresponding rights-of-way will be ultimately obliterated and sold. Mr. Murray told the Court that approval of the sale to a local government entity based on a loan funded by the Federal Government, in the alternative, would provide much needed assurance to those employers considering a move to the region. The Debtor asserted that the record in Adv. No, 2:15-AP-00513-MCW amply demonstrates that Lenders' interest is more than a bona fide dispute. The Debtor pointed out that the Court concluded in the TRO Proceedings that there was a strong likelihood of success on the Foundation's alternative claim that the stock was property of the estate. The Debtor further alleges that there is at least a bona fide dispute, if not a direct recognition that the stock is property of the estate. The Debtor's counsel, Robert M. Charles, Jr., Esq., at Lewis Roca Rothberger LLP, in Tucson, Arizona, told the Court that the two unsecured creditors -- Aztec Land and Cattle Company, Ltd. and the Town of Snowflake -- support the sale and they will novate their claims with the District as subordinated debt. Mr. Charles further told the Court that any excess proceeds created by an auction would serve no purpose as the Foundation is not for profit. He said that the Foundation's decision to sell the Stock at a price the District can afford in order to save the Railroad for its employees and the community does not harm any creditor in interest. He added that there is no purpose or requirement to allow a credit bid where the sale proceeds satisfy the Lenders' claims in full. The Administrative Agent gave the Court notice that it will exercise its right to credit bid on behalf of the Lenders at any private or public sale. In reply, the Foundation asserted that if they are paid in full, the purchase price will necessarily exceed the amount of Lenders' security interest and they will have nothing to credit bid. * * * U.S. Bankruptcy Judge Madeleine C. Wanslee ruled that resolution of the Sale Motion be held in abeyance until stock ownership issues are resolved. Hackman Capital Equipment Acquisition Company, LLC, as agent for lenders, and Apache Railroad Holdings, LLC are represented by: Bryce A. Suzuki, Esq. Justin A. Sabin, Esq. BRYAN CAVE LLP Two North Central Avenue, Suite 2200 Phoenix, Arizona 85004-4406 Telephone: (602)364-7000 Facsimile: (602)364-7070 Email: bryce.suzuki@bryancave.com justin.sabin@bryancave.com The Town of Snowflake is represented by: Jeffrey T. Murray, Esq. Kristin M. Mackin, Esq. SIMS MURRAY LTD. 2020 North Central Avenue, Suite 670 Phoenix, AZ 85004 Telephone: (602)772-5503 Facsimile: (602)772-5509 Email: jtmurray@simsmurray.com kmackin@simsmurray.com Snowflake Community Foundation is represented by: Robert M. Charles, Jr., Esq. Justin J. Henderson, Esq. LEWIS ROCA ROTHGERBER LLP One South Church Avenue, Suite 700 Tucson, AZ 85701-1611 Telephone: (520)629-4427 Facsimile: (520)879-4705 Email: RCharles@LRRLaw.com jhenderson@lrrlaw.com About Snowflake Community Snowflake Community Foundation, whose lone significant asset is its 100% ownership of The Apache Railway Co., sought Chapter 11 protection (Bankr. D. Ariz. Case No. 15-bk-06264) in Phoenix on May 20, 2015. The case is assigned to Judge Madeleine C. Wanslee.  The Debtor tapped Rob Charles, Esq., at Lewis Roca Rothgerber LLP, in Tucson, Arizona, as counsel.  SOLAR MILLENIUM: Order Quashing Service of Summons to Kuhn Affirmed ------------------------------------------------------------------- The Court of Appeals of California, First District, Division Two, affirmed a trial court's order granting defendant Hannes Kuhn's motion to quash service of summons. Plaintiff Utz Claassen sued Kuhn for libel in California. Kuhn had previously recruited Claassen to head Solar Millenium AG, a German corporation that controlled two Delaware entities that were developing a solar energy project in California. Claassen resigned after only 10 weeks on the job and asserted that he was thereafter subjected to a concerted campaign of scurrilous vilification that effectively ruined opportunities for employment at the extremely well-compensated level he would otherwise attain. After being served in London with the amended complaint, Kuhn made a special appearance to contest jurisdiction. The trial court granted Kuhn's motion to quash service, concluding that Kuhn lacked sufficient contacts with California to support specific jurisdiction. The appellate court agreed with the trial court that the dispute about the aftermath of a German employment relationship is not a proper subject for California jurisdiction. The court concluded that Claassen demonstrated none of the requirements for specific jurisdiction and found as follows: -- Claassen has not shown that Kuhn purposefully availed himself of California benefits, nor that his lawsuit relates to California; -- the allegedly defamatory statements were not based on California sources or made by California residents, but originated in Germany, made by German nationals or in the name of a German corporation; -- Claassen failed to carry "the initial burden of demonstrating facts justifying the exercise of jurisdiction." The case is UTZ CLAASSEN, Plaintiff and Appellant, v. HANNES KUHN, Defendant and Respondent, NO. A138840 (Cal. Ct. App.). A full-text copy of the July 31, 2015 opinion is available at http://is.gd/8G3Odrfrom Leagle.com. SPECTRUM ANALYTICAL: Court to Consider Auction Results Aug. 25 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts will convene a hearing on Aug. 25, 2015, at 10:30 a.m., to consider the motion of Steven Weiss, Chapter 11 trustee for Spectrum Analytical, Inc., et al., to sell the Debtors' assets, and consider the results of the auction. Objections if any, were due Aug. 20. The Debtors sought authorization to sell these assets: 1. a real estate at 830 Silver Street and 11 Herbert P. Amgren Drive, Agawam, Massachusetts; 2. all of Spectrum's equipment and inventory located in the United States; 3. Spectrum's rights to the name Sectrum Anaytical; 4. Spectrum's accounts receivables (except those from Hannibal Technology, LLC; 5. all of Spectrum's motor vehicles. On July 23, the Court authorized and approved (i) procedures for the sale of assets; (ii) the asset purchase agreement between Eurofins Spectrum Analytical, Inc., purchaser, and Spectrum Analytical; and (iii) assume and assign executory contracts and unexpired leases. The purchaser has agreed to pay $5,000,000 as consideration for the acquired assets. It will receive a $175,000 break-up fee if the Debtor pursue a sale to another party. About Spectrum Analytical Spectrum Analytical Inc. provides testing and analytical data for environmental interests. Hanibal Technology LLC serves as Spectrum's exclusive international marketing and sales agent, and focuses on education, research, and development in environmental technology. Spectrum maintains offices in Agawam, Massachusetts, Tampa, Florida, North Kingstown, Rhode Island, and Syracuse, New York. Spectrum Analytical and Hanibal Technology commenced Chapter 11 bankruptcy cases (Bankr. D. Mass. Case Nos. 15-30404 and 15-30405) on April 30, 2015, to retake management of their business and assets from the receiver installed by their lender. Hanibal Tayeh, the sole member, signed the bankruptcy petitions. Spectrum disclosed $8,658,751 in assets and $1,987,714 in liabilities as of the Chapter 11 filing. Hanibal estimated less than $10 million in assets and debt. Bacon Wilson, P.C., serves as the Debtors' counsel. Steven Weiss, the Chapter 11 trustee tapped Seth Schalow as restructuring consultant for the estate. TechKnowledgey Strategic Group, serves as his business broker, and Shatz Schwartz and Fentin. P.C., as his counsel. SYNOVUS FINANCIAL: Moody's Withdraws (P)Ba2 Sr. Unsec. Debt Rating ------------------------------------------------------------------ Moody's Investors Service has withdrawn the ratings on the shelf registration of Synovus Financial Corporation. The withdrawn ratings were (P)Ba2 for senior unsecured and subordinate debt, (P)Ba3 for cumulative preferred stock, and (P)B1 for non-cumulative preferred stock. RATINGS RATIONALE Moody's has withdrawn the rating for its own business reasons. The last rating action on Synovus Financial Corporation was on May 14, 2015, when Moody's upgraded the senior unsecured debt by one notch to Ba2. SYNOVUS FINANCIAL: S&P Raises ICR to 'BB+', Outlook Positive ------------------------------------------------------------ Standard & Poor's Ratings Services said it raised its issuer credit rating on Synovus Financial Corp. to 'BB+' from 'BB-'. At the same time, S&P raised its long- and short-term ratings on Synovus Bank, its primary banking subsidiary, to 'BBB-/A-3' from 'BB+/B'. The outlook on both long-term ratings is positive. S&P also raised its subordinated debt and preferred stock ratings by one notch. "The upgrade reflects Synovus' improved financial performance in recent years, and our expectation for further improvement throughout 2015 and 2016," said Standard & Poor's credit analyst Robert Hansen. The strengthening loan performance is highlighted by the continued decline in adjusted nonperforming assets (NPAs) and net charge-offs (NCOs). In addition, the company has improved its funding profile over the past several years by reducing the amount of brokered deposits on its balance sheet. S&P expects the company to remain profitable over the next two years, aided by moderate loan growth, better loan performance, and some expense reductions. The company's capital ratios have also risen in recent years, although capital actions implemented in late 2014, including a dividend increase and material common share buyback program, have caused capital ratios to decline somewhat in recent quarters. The positive outlook is largely based on Standard & Poor's view that Synovus could further improve its risk profile over the next year or two. However, large construction and land loan exposures, the company's geographic concentration in Georgia, and strong competition limit the potential for an upgrade. If loan performance or profitability does not improve as S&P currently expects, or if capital returns (i.e., share buybacks and common dividends) are substantially larger than net earnings, S&P would likely revise the outlook to stable. TRIBUNE CO: Law Debenture, Deutsche Bank Want $30M Disgorgement --------------------------------------------------------------- Law Debenture Trust Co. of New York and Deutsche Bank Trust Co. Americas seek disgorgement from other Tribune Media creditors of $30 million that the they believe they are contractually entitled to receive, Andrew Thompson at Courthouse News Service reports. According to Courthouse News, Judge Thomas Ambro of the Third Circuit ruled that it wouldn't jeopardize Tribune Media's reorganization to have the Company's creditors disgorge $30 million. The report quoted the Third Circuit as saying, "As the relief the trustees request would neither jeopardize the $7.5 billion plan of reorganization nor harm third parties who have justifiably relied on plan confirmation, their appeal is not equitably moot." About Tribune Co. Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/-- and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors listed $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP served as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP served as the Committee's financial advisor. Landis Rath Moelis & Company served as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represented the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. Judge Kevin J. Carey issued an order dated July 13, 2012, overruling objections to the confirmation of Tribune Co. and its debtor affiliates' Plan of Reorganization. In November 2012, Tribune received approval from the Federal Communications Commission to transfer media licenses, one of the hurdles to implementing the reorganization plan. Aurelius Capital Management LP failed in halting implementation of the plan pending appeal. Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending four years of reorganization. The reorganization allowed a group of banks and hedge funds, including Oaktree Capital Management and JPMorgan Chase & Co., to take over the media company. UNIFIED 2020: Case Converted to Chapter 7 Liquidation ----------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas converted the Chapter 11 case of Unified 2020 Realty Partners, LP, to one under Chapter 7 of the Bankruptcy Code. As reported in the Troubled Company Reporter on July 21, 2015, Daniel J. Sherman, the Chapter 11 trustee, asked the Court convert the Debtor's case, pointing out that on June 15, 2014, the Debtor's most valuable asset was sold at a foreclosure sale and the property has been fully transitioned to its new owner. At this point, the approval of a disclosure statement and reorganization of the Debtor is highly unlikely since the property is no longer in its estate, the Chapter 11 trustee said. The Chapter 11 trustee asserted that there is "cause" to convert the case, and the conversion is in the best interest of the bankruptcy estate and its creditors because it will be less costly than a Chapter 11 proceeding, saving the estate valuable administrative costs. About Unified 2020 Realty Unified 2020 Realty Partners, LP, was formed in November 2007 to own the real property and improvements located at 2020 Live Oak Street, in Dallas, Texas. The property is comprised of a 12-story office building and an adjacent three-story parking garage and annex. Unified 2020 filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in Dallas on May 6, 2013. The petition was signed by Edward Roush as president of general partner. Judge Stacey G. Jernigan presides over the Chapter 11 case. In its schedules, the Debtor disclosed $280,178,409 in assets and $46,378,972 in liabilities. Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at the Law Office of Arthur Ungerman, in Dallas, Texas, represented the Debtor. Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at Scheef & Stone, LLP, in Dallas, Texas, represented United Central Bank. The Debtor consented to the appointment of a trustee, and on Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11 trustee. Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P. serves as general bankruptcy counsel to the trustee. In January 2014, Unified 2020 Realty Partners withdrew its second amended disclosure statement, which explains the company's plan of liquidation. At that time, the Debtor said it remains involved in a negotiation process and do not want to impose upon the court's time by filing another request to continue the disclosure statement hearing. United Central Bank objected to the Plan, saying the Plan is not feasible, much less confirmable within a reasonable period of time. WALNUT CREEK RDA SUCCESSOR: Moody's Hikes TABs Ratings From Ba3 --------------------------------------------------------------- Moody's Investors Service has upgraded to Baa2 from Ba3 the rating on the Successor Agency to the Walnut Creek (CA) Redevelopment Agency's Series 2000 and 2003A Tax Allocation Bonds. The bonds are secured by a pledge of tax increment revenues from the successor agency's project areas. On June 24, 2015, in connection with the release of our Tax Increment Debt methodology, we placed the ratings for nearly all California tax allocation bonds (TABs) on review for upgrade, including this successor agency's TABs. This rating action completes our review for this successor agency (SA). Three years into the post-dissolution process, the administrative risks related to the payment of debt service have significantly lessened, so we are now placing greater weight on the fundamental project area characteristics and some of the positive features of the dissolution legislation. These positive features include the closed lien status of the bonds and the potential availability of surplus housing revenues for non-housing TABS debt service. SUMMARY RATING RATIONALE The upgrade to Baa2 reflects high wealth levels of the city, the high increment to total AV ratio, potential growth in the AV in the coming years, projected higher coverage levels due to a declining debt service schedule, short maturity schedule and the reduced risks posed by the cumulative tax revenue limits. The rating also takes into account the very high taxpayer concentration, volatile tax base history and the small AV and geographical size of the project area. The rating also factors in the SA's successful adaptation to post dissolution processes and administrative procedures and our expectation that this trend will continue. Our evaluation of the credit quality of the TABs also incorporates our generally positive assessment of the implementation of redevelopment agency dissolution legislation by most successor agencies over the last three years, leading to timely payment of debt service on California TABs. In 2012, state legislation dissolved all California redevelopment agencies, replacing them with "successor agencies" to serve as fiduciary agents. The dissolution effectively changed the flow of funds and processes around the payment of debt service on TABs. Tax increment revenue is placed in trust with the county auditor, who makes semi-annual distributions of funds sufficient to pay debt service on tax allocation bonds and other "enforceable obligations." OUTLOOK Outlooks are generally not applicable for local government credits of this size. WHAT COULD MAKE THE RATING GO UP -- Sizable growth in tax base resulting in higher debt service coverage -- Diversification of the tax base leading to lower taxpayer concentration WHAT COULD MAKE THE RATING GO DOWN -- Protracted decline in AV -- Erosion of debt service coverage levels -- Further concentration of the tax base -- Additional, administrative or legislative changes that create uncertainty as to the timely payment of debt service OBLIGOR PROFILE The successor agency is a separate legal entity from the City of Walnut Creek. The SA is responsible for winding down the operations of the former RDA, making payments on state approved "Enforceable Obligations" and liquidating any unencumbered assets to be distributed to other local taxing entities. LEGAL SECURITY The legal security for the bonds is tax increment revenue net of housing set asides. While not legally pledged, the dissolution laws permit the TABs to be paid from all available monies in the Redevelopment Property Tax Trust Fund, after payment of pass through payments and certain administrative charges. These available monies include the 20% of tax increment revenue previously considered restricted housing set aside. The SA has no pass-through agreements. WBH ENERGY: Announces Castlelake as Successful Bidder ----------------------------------------------------- WBH Energy, LP, and its debtor-affiliates notified the United States Bankruptcy Court for the District of Texas, Austin Division, that no qualifying bids were received by the bid deadline, other than CL III Funding Holding Company, LLC ("Castlelake")'s qualifying bid. Inwell II, LLC, d/b/a Inwell, LLC, as lien creditor and party in interest, asks the Court to deny the proposed Sale Motion and Castlelake's purchase of Debtors' assets unless and until Inwell's objections are resolved. Inwell, which holds valid, perfected liens in connection with five wells that were drilled during the time the Debtors were acting as operator, asserts that neither the Sale Motion nor the Proposed PSA contains adequate protection for Inwell's potentially superior lien interests after Castlelake purchases the assets. Even if Castlelake's purchase is technically subject to Inwell's priority lien, there is no provision requiring Castlelake to put up any kind of reserve or other protection to ensure that Inwell will be properly made whole if its liens ultimately have priority over Castlelake's, Inwell asserts. The U.S. Energy Development Corporation also filed a limited objection, stating that it has a valid senior lien against the Debtors' assets, pursuant to the Joint Operating Agreement dated September 1, 2011, which governs the relationship between USED and the Debtors. Since only "Senior Prior Liens" appear to be protected under the Proposed PSA, these nesting definitions in the Proposed PSA appear to strip the valid senior liens of USED from the Debtors' assets -- whether intentionally, or through careless drafting, USED argues. Orr Construction, Inc., owed $413,030 for goods and services furnished in connection with the construction of the pipeline for the Debtors, objected to the proposed sale and argued that in order to assure payment of the amount plus interest and attorney's fees, Orr asks that no less than $500,000 be set aside to assure payment of Orr's claim, in the event Castlelake chooses to escrow funds rather than to take the Pipeline subject to Orr's lien. The Debtors are represented by: William A. (Trey) Wood III. Esq. Jason G. Cohen, Esq. BRACEWELL & GIULIANI LLP 711 Louisiana, Suite 2300 Houston, Texas 77002 Tel: (713) 223-2300 Fax: (713) 221-1212 Email: Jason.Cohen@bgllp.com Trey.Wood@bgllp.com CL III Funding Holding Company, LLC is represented by: Phil Snow, Esq. Kenneth Green, Esq. State Bar No. 24036677 2929 Allen Parkway, Suite 2800 Houston, Texas 77019 Tel:(713) 335-4800 Fax: (713) 335-4848 Email: philsnow@snowspencelaw.com green@snowspencelaw.com Inwell II, LLC d/b/a Inwell, LLC is represented by: Brian W. Zimmerman Nicholas J. Reisch ZIMMERMAN, AXELRAD, MEYER, STERN & WISE, P.C. 3040 Post Oak Blvd., Suite 1300 Houston, Texas 77056-3813 Tel: (713) 552-1234 Fax: (713) 212-2750 Email: bzimmerman@zimmerlaw.com nreisch@zimmerlaw.com U.S. Energy Development Corporation is represented by: Eric J. Taube, Esq. Mark C. Taylor, Esq. Christopher G. Bradley, Esq. TAUBE SUMMERS HARRISON TAYLOR MEINZER BROWN LLP 100 Congress Avenue, 18th Floor Austin, Texas 78701 Tel: (512) 472-5997 Fax: (512) 472-5248 Email: etaube@taubesummers.com mtaylor@taubesummers.com cbradley@taubesummers.com -- and -- M. Steve Smith LAW OFFICES OF M. STEVE SMITH 1177 West Loop S., Suite 1100 Houston, Texas 77027 Tel: (713) 787-9901 Fax: (713) 969-9169 Email: mssmith@mstevesmith.com Orr Construction, Inc. is represented by: Ross A. Plourde, Esq. MCAFEE & TAFT A PROFESSIONAL CORPORATION 10th Floor, Two Leadership Square 211 N. Robinson Oklahoma City, Oklahoma 73102 Tel: (405)235-9621 Fax: (405)235-0439 Email: Ross.plourde@mcafeetaft.com About WBH Energy WBH Energy Partners LLC (Bankr. W.D. Tex. Case No. 15-10004) and its affiliates -- WBH Energy, LP (Bankr. W.D. Tex. Case No. 15-10003) and WBH Energy GP, LLC (Bankr. W.D. Tex. Case No. 15-10005) separately filed for Chapter 11 bankruptcy protection on Jan. 4, 2015. The petitions were signed by Joseph S. Warnock, vice president. Judge Christopher Mott presides over WBH Energy, LP's case, while Judge Tony M. Davis presides over WBH Energy Partners' and WBH Energy GP's cases. William A. (Trey) Wood, III, Esq., at Bracewell & Giuliani LLP, serves as the Debtors' bankruptcy counsel. WBH Energy, LP, and WBH Energy Partners estimated their assets and liabilities at between $10 million and $50 million each. WBH Energy, LP disclosed $557,045 plus an unknown amount and $48,950,652 in liabilities as of the Chapter 11 filing. WBH Energy GP estimated its assets at up to $50,000, and its liabilities at between $10 million and $50 million. The U.S. Trustee for Region 7 appointed seven creditors to serve On the official committee of unsecured creditors. YMCA MILWAUKEE: Grace Hmong Might Acquire Former South Shore YMCA ----------------------------------------------------------------- Annysa Johnson at Milwaukee-Wisconsin Journal Sentinel reports that Grace Hmong Alliance Church has outbid the Cudahy School District in an effort to acquire The Young Men's Christian Association of Metropolitan Milwaukee, Inc.'s shuttered former South Shore YMCA, an 11-acre property at 3244 E. College Avenue. The deal has not been finalized, Journal Sentinel states, citing May Vang, a spokesperson for the Church. Journal Sentinel recalls that earlier in this month, the Cudahy Common Council narrowly rejected a proposal to rezone the property to business zoning, paving the way for the Church's plans to move forward. The city was pushing the rezoning to block the Church from acquiring the site, invoking a federal law that bars municipalities from using their zoning codes to restrict religious institutions, the report adds, citing an attorney for the trust that owns the former YMCA facility. About YMCA Milwaukee The Young Men's Christian Association of Metropolitan Milwaukee, Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014. YMCA Milwaukee, which has more than 100,000 members using its centers and camps, plans to sell a majority of its owned real estate to help pay down $29 million in debt. YMCA Milwaukee estimated $10 million to $50 million in both assets and liabilities. YMCA Academy estimated $100,000 to $500,000 in both assets and liabilities. The formal schedules of assets and liabilities are due June 18, 2014. The cases are assigned to Judge Susan V. Kelley. The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz, Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel. The Debtors have engaged Ernst & Young LLP as their financial advisors, and Reputation Partners, L.L.C., as their public relations advisors. The Debtors have also tapped Fox, O'Neill & Shannon, S.C. as their special counsel for real estate matters. On June 30, 2014, the Official Committee of Unsecured Creditors won approval to retain Goldstein & McClintock LLLP as its counsel, provided that the G&M attorney who had represented the BMO participant may not participate in representation of the Committee. The Committee also won approval to hire Navera Group, LLC as financial advisors. As reported by the Troubled Company Reporter on May 8, 2015, the Hon. Susan V. Kelley of the U.S. Bankruptcy Court for the Eastern District of Wisconsin issued a final decree and order closing the Chapter 11 bankruptcy case of YMCA Milwaukee. The TCR reported on March 18, 2015, that the Debtors related that on Jan. 30, 2015, they obtained a Court order confirming their joint plan of reorganization. The plan has been substantially consummated and the Debtors' estates are fully administered. [^] BOND PRICING: For the Week from August 17 to 21, 2015 --------------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- Affinion Group Holdings Inc AFFINI 11.625 93.500 11/15/2015 Affinion Investments LLC AFFINI 13.500 45.625 8/15/2018 Alpha Natural Resources Inc ANR 6.000 3.050 6/1/2019 Alpha Natural Resources Inc ANR 7.500 12.250 8/1/2020 Alpha Natural Resources Inc ANR 9.750 2.750 4/15/2018 Alpha Natural Resources Inc ANR 6.250 3.066 6/1/2021 Alpha Natural Resources Inc ANR 3.750 4.000 12/15/2017 Alpha Natural Resources Inc ANR 4.875 3.000 12/15/2020 Alpha Natural Resources Inc ANR 7.500 10.625 8/1/2020 Alpha Natural Resources Inc ANR 7.500 25.500 8/1/2020 Altegrity Inc USINV 14.000 52.250 7/1/2020 Altegrity Inc USINV 13.000 51.750 7/1/2020 Altegrity Inc USINV 14.000 51.750 7/1/2020 American Eagle Energy Corp AMZG 11.000 35.000 9/1/2019 American Eagle Energy Corp AMZG 11.000 35.500 9/1/2019 American Seafoods Group LLC / American Seafoods Finance Inc AMESEA 10.750 100.450 5/15/2016 American Seafoods Group LLC / American Seafoods Finance Inc AMESEA 10.750 99.500 5/15/2016 Apache Corp APA 1.750 101.214 4/15/2017 Arch Coal Inc ACI 7.000 10.050 6/15/2019 Arch Coal Inc ACI 7.250 8.250 10/1/2020 Arch Coal Inc ACI 9.875 15.038 6/15/2019 Arch Coal Inc ACI 7.250 10.875 6/15/2021 Arch Coal Inc ACI 8.000 14.063 1/15/2019 Arch Coal Inc ACI 8.000 9.600 1/15/2019 BPZ Resources Inc BPZR 8.500 6.000 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 33.250 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 29.500 2/1/2016 Caesars Entertainment Operating Co Inc CZR 12.750 32.500 4/15/2018 Caesars Entertainment Operating Co Inc CZR 6.500 38.500 6/1/2016 Caesars Entertainment Operating Co Inc CZR 5.750 40.000 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 32.500 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 33.125 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 33.125 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 31.250 12/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 12.250 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.750 27.375 2/1/2016 Cal Dive International Inc CDVI 5.000 0.500 7/15/2017 Caleres Inc CAL 7.125 103.529 5/15/2019 Champion Enterprises Inc CHB 2.750 0.250 11/1/2037 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Claire's Stores Inc CLE 8.875 41.758 3/15/2019 Claire's Stores Inc CLE 10.500 71.630 6/1/2017 Cliffs Natural Resources Inc CLF 5.950 51.307 1/15/2018 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 31.000 11/15/2017 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 26.000 11/15/2017 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 26.000 11/15/2017 Community Choice Financial Inc CCFI 10.750 36.000 5/1/2019 Comstock Resources Inc CRK 7.750 28.229 4/1/2019 Comstock Resources Inc CRK 9.500 33.804 6/15/2020 Dendreon Corp DNDN 2.875 71.625 1/15/2016 EPL Oil & Gas Inc EXXI 8.250 37.938 2/15/2018 EXCO Resources Inc XCO 7.500 34.500 9/15/2018 EXCO Resources Inc XCO 8.500 28.500 4/15/2022 Endeavour International Corp END 12.000 11.500 3/1/2018 Endeavour International Corp END 12.000 9.625 3/1/2018 Endeavour International Corp END 12.000 9.625 3/1/2018 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 1.850 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 1.875 12/1/2020 Energy XXI Gulf Coast Inc EXXI 9.250 30.250 12/15/2017 Energy XXI Gulf Coast Inc EXXI 7.500 16.600 12/15/2021 Energy XXI Gulf Coast Inc EXXI 7.750 18.000 6/15/2019 Euramax International Inc EURAMX 9.500 100.150 4/1/2016 FBOP Corp FBOPCP 10.000 1.843 1/15/2009 FairPoint Communications Inc/Old FRP 13.125 1.879 4/2/2018 Federal Farm Credit Banks FFCB 2.300 100.000 8/25/2020 Federal Farm Credit Banks FFCB 2.750 100.000 8/15/2022 Federal Farm Credit Banks FFCB 2.250 100.007 3/3/2021 Federal Home Loan Banks FHLB 2.500 100.000 2/22/2023 Federal Home Loan Banks FHLB 2.000 99.685 5/28/2020 Federal Home Loan Banks FHLB 1.060 99.987 11/28/2017 Federal Home Loan Banks FHLB 0.535 99.993 2/27/2020 Federal Home Loan Banks FHLB 2.360 99.922 2/28/2022 Federal Home Loan Mortgage Corp FHLMC 1.160 100.000 2/20/2018 Federal Home Loan Mortgage Corp FHLMC 2.000 100.013 5/28/2020 Federal National Mortgage Association FNMA 3.200 100.086 3/1/2027 Federal National Mortgage Association FNMA 3.500 100.022 2/26/2030 Federal National Mortgage Association FNMA 1.470 100.011 2/27/2019 Federal National Mortgage Association FNMA 1.730 100.000 2/24/2020 Federal National Mortgage Association FNMA 1.100 100.000 2/20/2018 Federal National Mortgage Association FNMA 3.200 100.000 2/22/2027 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Ford Motor Credit Co LLC F 3.750 99.990 8/20/2020 Ford Motor Credit Co LLC F 3.000 100.129 8/20/2018 GT Advanced Technologies Inc GTAT 3.000 28.100 10/1/2017 Gevo Inc GEVO 7.500 62.386 7/1/2022 Goodman Networks Inc GOODNT 12.125 36.130 7/1/2018 Goodrich Petroleum Corp GDP 8.875 24.868 3/15/2019 Goodrich Petroleum Corp GDP 5.000 10.000 10/1/2032 Goodrich Petroleum Corp GDP 8.875 24.125 3/15/2019 Goodrich Petroleum Corp GDP 8.875 24.125 3/15/2019 Gymboree Corp/The GYMB 9.125 32.400 12/1/2018 Hercules Offshore Inc HERO 10.250 32.500 4/1/2019 Hercules Offshore Inc HERO 10.250 25.000 4/1/2019 Janus Capital Group Inc JNS 6.700 109.177 6/15/2017 Las Vegas Monorail Co LASVMC 5.500 1.026 7/15/2019 Lehman Brothers Holdings Inc LEH 4.000 9.125 4/30/2009 Lehman Brothers Holdings Inc LEH 5.000 9.125 2/7/2009 MF Global Holdings Ltd MF 6.250 15.000 8/8/2016 MF Global Holdings Ltd MF 3.375 15.000 8/1/2018 MF Global Holdings Ltd MF 9.000 15.000 6/20/2038 MModal Inc MODL 10.750 10.125 8/15/2020 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 31.000 5/15/2018 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 20.500 5/15/2018 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 20.500 5/15/2018 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 30.375 10/1/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 9.250 28.916 6/1/2021 Molycorp Inc MCP 10.000 15.875 6/1/2020 Molycorp Inc MCP 5.500 0.500 2/1/2018 NBL Texas LLC ROSE 5.625 109.000 5/1/2021 NBL Texas LLC ROSE 5.875 103.750 6/1/2022 NBL Texas LLC ROSE 5.875 107.502 6/1/2024 Navient Corp NAVI 2.280 99.850 8/25/2015 Nine West Holdings Inc JNY 6.875 15.283 3/15/2019 OMX Timber Finance Investments II LLC OMX 5.540 17.250 1/29/2020 Peabody Energy Corp BTU 6.000 33.000 11/15/2018 Peabody Energy Corp BTU 6.500 25.750 9/15/2020 Peabody Energy Corp BTU 4.750 12.925 12/15/2041 Penn Virginia Corp PVA 8.500 28.750 5/1/2020 Penn Virginia Corp PVA 7.250 21.750 4/15/2019 Powerwave Technologies Inc PWAV 2.750 0.125 7/15/2041 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Quicksilver Resources Inc KWKA 9.125 4.742 8/15/2019 Quicksilver Resources Inc KWKA 11.000 9.500 7/1/2021 Quiksilver Inc / QS Wholesale Inc ZQK 10.000 24.450 8/1/2020 RKI Exploration & Production LLC / RKI Finance Corp RKIEXP 8.500 111.250 8/1/2021 RadioShack Corp RSH 6.750 0.750 5/15/2019 RadioShack Corp RSH 6.750 0.975 5/15/2019 RadioShack Corp RSH 6.750 0.975 5/15/2019 Resolute Energy Corp REN 8.500 36.375 5/1/2020 SITEL LLC / Sitel Finance Corp SITEL 11.500 100.525 4/1/2018 Sabine Oil & Gas Corp SOGC 7.250 21.000 6/15/2019 Sabine Oil & Gas Corp SOGC 9.750 11.250 2/15/2017 Sabine Oil & Gas Corp SOGC 7.500 21.250 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 11.750 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 11.750 9/15/2020 Samson Investment Co SAIVST 9.750 0.500 2/15/2020 SandRidge Energy Inc SD 7.500 25.600 3/15/2021 SandRidge Energy Inc SD 8.125 25.000 10/15/2022 SandRidge Energy Inc SD 8.750 27.370 1/15/2020 Saratoga Resources Inc SARA 12.500 6.000 7/1/2016 Savient Pharmaceuticals Inc SVNT 4.750 0.225 2/1/2018 SquareTwo Financial Corp SQRTW 11.625 48.500 4/1/2017 Swift Energy Co SFY 7.875 25.250 3/1/2022 Swift Energy Co SFY 7.125 29.000 6/1/2017 Swift Energy Co SFY 8.875 27.000 1/15/2020 TMST Inc THMR 8.000 10.375 5/15/2013 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 16.750 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 12.188 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 14.500 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 14.750 11/1/2016 Venoco Inc VQ 8.875 21.000 2/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 27.333 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 29.000 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 17.250 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.375 23.000 8/1/2016 Verso Paper Holdings LLC / Verso Paper Inc VRS 8.750 14.000 2/1/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 79.000 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 17.125 1/15/2019 Walter Energy Inc WLTG 9.875 1.250 12/15/2020 Walter Energy Inc WLTG 11.000 3.625 4/1/2020 Walter Energy Inc WLTG 8.500 1.500 4/15/2021 Walter Energy Inc WLTG 11.000 5.000 4/1/2020 Walter Energy Inc WLTG 9.875 2.500 12/15/2020 Walter Energy Inc WLTG 9.875 0.542 12/15/2020 Warren Resources Inc WRES 9.000 30.250 8/1/2022 ********* 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 ***