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/raid1/www/Hosts/bankrupt/TCR_Public/150901.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, September 1, 2015, Vol. 19, No. 244 Headlines ACCELLENT INC: Moody's Retains 'B3' CFR Following Acquisition ACELITY LP: Moody's to Retain 'B2' Rating Over IPO Filing ALLIED NEVADA: Noteholders File Supplemental Rule 2019 Statement ALLIED NEVADA: Sues Travus Pope Over Call for Shareholder Meeting ALLIED NEVADA: Tuttle Seeks Review of Exploration Asset Sale Order ALLIED SYSTEMS: Plan Confirmation Hearing Moved to Sept. 10 ALONSO & CARUS: Creditors' Panel Hires GlassRatner as Fin'l Advisor ALONSO & CARUS: Panel Hires Vilarino & Associates as Counsel ALPHA NATURAL: Russell R. Johnson III Represents Utilities ALTEGRITY LLC: Completes Financial Restructuring, Exits Chapter 11 AMERICAN AXLE: Fitch Affirms 'BB-' Issuer Default Ratings AMERICAN EAGLE: Bieging Shapiro Files Rule 2019 Statement AMERICAN EAGLE: Gets Final Approval to Use Cash Collateral AMERICAN EAGLE: Pachulski Stang Approved as Committee's Counsel AMERICAN EAGLE: Power Crude Opposes Incentive Plan AMERICAN EAGLE: Power Energy Directed to Turnover $1.73M Funds AMERICAN EAGLE: Shares More Info for B&H Application ATLANTIC & PACIFIC: Court Directs Appointment of Retiree Committee ATLANTIC & PACIFIC: Seeks Relief From Bumping Provisions in CBA ATLANTIC & PACIFIC: Selling Rest of Its NY, NJ Stores to Save Jobs ATLANTIC & PACIFIC: Sells Pharmaceutical Assets for $8.1-Mil. BAHA MAR: Judge Presents Alternatives to Case Dismissal BR ENTERPRISES: Hearing on Plan Outline Continued Until Sept. 8 BSA INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors CAPSTONE MINING: S&P Revises Outlook to Neg. & Affirms 'B+' CCR CHINOOK USA: Fights Duck Dynasty Star "Appearance Fee" Bill CORINTHIAN COLLEGES: Court Signs Plan Confirmation Order CRP-2 HOLDINGS: U.S. Bank Objects to Cash Collateral Use EDISON MISSION: Trust Board of Trustees Approves Cash Distribution EDUCATION STATION: Case Summary & 7 Largest Unsecured Creditors EXCEL TRUST: Fitch Withdraws 'BB' Preferred Stock Rating FOCUS LEARNING: Fitch Cuts 2011A&B Rev. Bonds Rating to 'BB-' GIBSON ENERGY: S&P Revises Outlook to Stable & Affirms 'BB' CCR GREIF INC: Moody's Lowers CFR to Ba2 & Revises Outlook to Negative GROWER'S ORGANIC: Case Summary & 20 Largest Unsecured Creditors GT ADVANCED: Opposes 'Rehashed' Equity Committee Motion GT ADVANCED: PCC Appeals DIP Financing Order GT ADVANCED: To Reduce Global Headcount as Part of Restructuring GT ADVANCED: Winning Bidders in Online Auction Named HALCON RESOURCES: S&P Lowers Corporate Credit Rating to 'SD' HOLY HILL: Court Okays Settlement Agreement With Carl J. Sohn HOLY HILL: Court Okays Stipulation in Parker Mills Settlement HOMCO REALTY: In Bankruptcy; Creditor's Meeting September 10 HUTCHESON MEDICAL: To Shut Down Labor & Delivery Center Today HYATT REALTY: Case Summary & 2 Largest Unsecured Creditors IRISH BANK: District Court Affirms Ch. 15 Recognition Order KHATTRA HOSPITALITY: Case Summary & 11 Top Unsecured Creditors LANCER FINANCE: Fitch Cuts Sr. Secured Notes Rating to 'D' LEVEL 3 COMMUNICATIONS: Fitch Hikes Issuer Default Rating to 'BB-' LIFE PARTNERS: Dodges Plans Trustee Says Endanger Reorganization LIVINGSTON INT'L: Moody's Lowers Corp. Family Rating to 'B3' LUCA INTERNATIONAL: Proposes SRR's Cross as CRO LUCA INTERNATIONAL: Schedules and Statements Due Sept. 9, 2015 LUCA INTERNATIONAL: Taps BMC Group as Claims Agent MAGNETATION LLC: Has Until Dec. 1, 2015 to Decide on Leases MAGNETATION LLC: Has Until Nov. 1 to Propose Reorganization Plan NATIVE ENERGY FARMS: Gets Approval of Plan to Exit Bankruptcy NATIVE WHOLESALE: Appeals June 29 Oklahoma Judgment Order NEW YORK LIGHT: Creditors' Panel Hires Emerald Capital as Advisor NEW YORK LIGHT: Creditors' Panel Hires Hodgson Russ as Attorneys ONE FOR THE MONEY: Court Confirms Liquidating Chapter 11 Plan ONTARIO ARCH: Voluntary Chapter 11 Case Summary OVERSEAS SHIPHOLDING: S&P Affirms 'B' CCR, Outlook Stable PATRIOT COAL: Court Approves Bidding Protocol for Federal Complex PEABODY ENERGY: Moody's Lowers Corporate Family Rating to 'Caa1' PETERSBURG REGENCY: Parties Balk at Approval of Case Dismissal Bid PETERSBURG REGENCY: Sokol Behot Substitutes NAKB as Counsel PHILLIPS INVESTMENTS: Exclusivity, Cash Use Extended Until November PHOENIX COS: S&P Affirms 'B-' Counterparty Credit Rating POSITRON CORPORATION: Involuntary Chapter 11 Case Summary PREMIER PEST: Case Summary & Largest Unsecured Creditor RAHMANIA PROPERTIES: Case Summary & 4 Top Unsecured Creditors RANCHLAND HOLDINGS: Involuntary Chapter 11 Case Summary REPUBLIC AIRWAYS: May File for Bankruptcy if Union Talks Fail RESPONSE GENETICS: Has Interim Authority to Obtain SWK DIP Loan SABLE OPERATING: Case Summary & 20 Largest Unsecured Creditors SABLE OPERATING: Files for Ch. 11 After Defaulting on Debt SEQUA CORP: Moody's Lowers Corp. Family Rating to Caa2, Outlook Neg SOUTHCROSS ENERGY: Moody's Lowers CFR to 'B2', Outlook Negative SOUTHGOBI RESOURCES: TSX Delisting Review Extended Until Sept. 30 STILLWATER MINING: S&P Raises Sr. Unsecured Debt Rating to 'BB' STONEBRIDGE FINANCIAL: Bank Unit to Auctioned Off on October 22 SURGICAL SPECIALTIES: S&P Affirms 'B' Corporate Credit Rating SYMETRA FINANCIAL: Moody's Reviews (P)Ba2 Rating for Upgrade THORNBURG MORTGAGE: Judge Rules Against RBC Capital TIGER CAR WASH: Case Summary & 3 Largest Unsecured Creditors TWENTYEIGHTY INC: Moody's Retains Ratings Over Covenant Amendment ULTIMATE NUTRITION: Bank Seeks Probe on Missing Shake Ingredients UNITED DISTRIBUTION: Moody's Lowers CFR to Caa1, Outlook Stable UNIVERSAL HEALTH: Has Settlement With BankUnited; Sept. 24 Hearing UNIVITA HEALTH: Files Chapter 7 Liquidation Case USA DISCOUNTERS: Sept. 1 Meeting Set to Form Creditors' Panel USA DISCOUNTERS: Final Cash Collateral Hearing Set for Sept. 18 USA DISCOUNTERS: Must Show Cause Why Venue Should Not Be Moved VAN DYKE PUBLIC: Moody's Affirms Ba1 Rating; Outlook Positive WBH ENERGY: Defends Chapter 11 Reorganization Plan WESLEY HOMES: Fitch Cuts Rating on 2007A Housing Bonds to 'BB+' WEST JEFFERSON MEDICAL: Moody's Cuts Rating on $136.2MM Debt to Ba2 WESTWAY GROUP: S&P Lowers Senior Secured Project Rating to 'B+' WINDMILL RUN: Case Summary & 20 Largest Unsecured Creditors ZLOOP INC: Has Interim Approval to Use Cash Collateral ZLOOP INC: Schedules and Statements Due Sept. 9 [*] Polsinelli Launches Report on Healthcare Sector Distress ********* ACCELLENT INC: Moody's Retains 'B3' CFR Following Acquisition ------------------------------------------------------------- Moody's Investors Service commented that Accellent Inc.'s B3 Corporate Family Rating and stable outlook remain unchanged following the announcement that the company has signed a definitive agreement to be acquired by Greatbatch, Inc. Greatbatch is a provider of outsourced manufacturing and engineering services to leading companies within the medical device industry and customers within the energy, military, and environmental markets. Under the terms of the agreement, Greatbatch will acquire Accellent, which does business under the name Lake Region Medical, for approximately $1.73 billion in cash and stock. ACELITY LP: Moody's to Retain 'B2' Rating Over IPO Filing --------------------------------------------------------- Acelity Holdings, Inc., parent of Acelity L.P. (B2, Negative), a maker of wound care and regenerative medicine products, filed for an initial public equity offering. An IPO would be credit positive for Acelity, which said in its filing it plans to use the equity sale proceeds to repay a portion of its $612 million 12.5% senior notes due 2019. Depending on the amount of debt repayment, Moody's could stabilize the outlook (currently negative). However, Moody's do not see immediate upward pressure on the ratings given its expectation that leverage following the IPO will likely remain above our 5.5 times leverage trigger for an upgrade. ALLIED NEVADA: Noteholders File Supplemental Rule 2019 Statement ---------------------------------------------------------------- A group of senior unsecured noteholders filed its third supplemental statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The noteholders disclosed that as of July 29, 2015, they or their affiliates are the advisor to, the beneficial owner of, or the holder and manager of various accounts for $44,044,920 in aggregate principal amount of the debtor-in-possession loans and CAD311,975,000 in aggregate principal amount of the Allied Nevada Gold Corp. 8.75% Senior Unsecured Notes Due 2019. About Allied Nevada Gold Corp. 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: Sues Travus Pope Over Call for Shareholder Meeting ----------------------------------------------------------------- Allied Nevada Gold Corp. sued Travus Pope and asked the United States Bankruptcy Court for the District of Delaware for declaratory judgment and preliminary injunctive relief under 28 U.S.C. Section 2201, 11 U.S.C. Section 105(a), and Fed. R. Bankr. P. 7001(7), 7001(9), and 7065. On July 20, 2015, Travus Pope filed a complaint in the Court of Chancery for the State of Delaware seeking to compel an annual meeting of Allied Nevada's shareholders pursuant to 8 Del. C. section 211(c). Allied Nevada believes that Mr. Pope's attempt to compel a shareholder meeting will cause delay in the Chapter 11 Cases and jeopardize the Debtors' reorganization. Accordingly, Allied Nevada asks the Bankruptcy Court to declared that that any action by Mr. Pope to compel Allied Nevada to hold a shareholder meeting prior to the effective date of a Chapter 11 plan proposed either solely or jointly by the Debtors in the Chapter 11 Cases constitutes "clear abuse" of the right to demand a shareholder meeting. An injunctive relief enjoining Defendant and any person acting on his behalf or in concert with him from prosecuting an action in the Chancery Court to compel the Plaintiff to hold a shareholder meeting and/or taking any other action to compel Plaintiff to hold a shareholder meeting from the date hereof through the earlier of (i) the occurrence of the effective date of a chapter 11 plan proposed either solely or jointly by the Debtors in the Chapter 11 Cases, is appropriate, Allied Nevada asserted. Allied Nevada Gold Corp is represented by: Stanley B. Tarr, Esq. Michael D. DeBaecke, Esq. Victoria A. Guilfoyle, Esq BLANK ROME LLP 1201 N. Market Street, Suite 800 Wilmington, Delaware 19801 Tel: (302) 425-6400 Fax: (302) 425-6464 Email: tarr@blankrome.com DeBaecke@blankrome.com Guilfoyle@blankrome.com -- and -- Ira S. Dizengoff, P.C., Esq. Philip C. Dublin, P.C., Esq. Sean E. O’Donnell, P.C., Esq. Alexis Freeman, P.C., Esq. Christopher W. Carty, P.C., Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, New York 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 Email: idizengoff@akingump.com pdublin@akingump.com sodonnell@akingump.com afreeman@akingump.com ccarty@akingump.com 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 Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware approved on Aug. 28 the disclosure statement explaining Allied Nevada Gold Corp., et al.'s Amended Joint Chapter 11 Plan of Reorganization. The Confirmation Hearing will commence at 10:00 a.m. (Prevailing Eastern Time) on Oct. 6, 2015, which date may be continued from time to time without further notice other than adjournments announced at the Confirmation Hearing. Any objections to confirmation of the Plan, including to the assumption of executory contracts and unexpired leases and the proposed cure amounts associated therewith, must be filed on or before Sept. 25. Ballots accepting or rejecting the Plan must be received by Sept. 28. ALLIED NEVADA: Tuttle Seeks Review of Exploration Asset Sale Order ------------------------------------------------------------------ Brian Tuttle asks the United States Bankruptcy Court for the District of Delaware to reconsider the June 18 order allowing the sale of Allied Nevada Gold Corp., et al.'s exploration properties. At the sale hearing, Mr. Tuttle argued the sale should not be approved until all parties were afforded the opportunity to discover relevant information regarding the sale. The Court found that Mr. Tuttle had the opportunity but failed to perform the "due diligence" required to investigate the sale of the Exploration Properties and overruled Mr. Tuttle's objection. Now, Mr. Tuttle seeks reconsideration, asserting that he was not afforded the opportunity to obtain potentially admissible evidence regarding, amongst other things: the value of the properties set to be sold or the Debtors' Board of Directors business relationships with the stalking horse bidder and any influence the value or relationships had on influencing prior negotiations that may have spawned the incorporation of Clover Nevada; which is now being publicly referenced by the Debtors' as wholly-owned subsidiary of Wateron Precious Metals Fund II Cayman LP. 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 Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware approved on Aug. 28 the disclosure statement explaining Allied Nevada Gold Corp., et al.'s Amended Joint Chapter 11 Plan of Reorganization. The Confirmation Hearing will commence at 10:00 a.m. (Prevailing Eastern Time) on Oct. 6, 2015, which date may be continued from time to time without further notice other than adjournments announced at the Confirmation Hearing. Any objections to confirmation of the Plan, including to the assumption of executory contracts and unexpired leases and the proposed cure amounts associated therewith, must be filed on or before Sept. 25. Ballots accepting or rejecting the Plan must be received by Sept. 28. ALLIED SYSTEMS: Plan Confirmation Hearing Moved to Sept. 10 ----------------------------------------------------------- The start date and time for the hearing to consider ASHINC Corporation, et al.'s First Amended Joint Chapter 11 Plan of Reorganization has been changed to Sept. 10, 2015, at 9:30 p.m. (EDT), before the U.S. Bankruptcy Court for the District of Delaware. The Debtors, on Aug. 28, amended the Plan to incorporate provisions that would impact only the First Lien Lenders. In order to provide the First Lien Lenders an adequate opportunity to review the Revised Plan and determine whether (i) they have any objections thereto or (ii) would like to change their vote cast on the Plan, the Plan Proponents have enlarged the Objection Deadline through and including Sept. 8 for the First Lien Lenders and the Voting Deadline through and including Sept. 8 for the First Lien Lenders. The First Amended Plan, among other things, provide that the "First Lien Lender Deferred Distribution" means an amount of up to the Pro Rata share of $1.0 million in Cash to be provided by the Reorganized Debtors for distribution on account of the First Lien Lender Claims of the Non-Electing First Lien Lenders pursuant to Section 3.3(a) of the Plan. The First Lien Lender Deferred Distribution shall be paid by the Reorganized Debtors solely from the net cash proceeds received by the Reorganized Debtors from the sale, transfer, assignment or other disposition of the Reorganized Debtors’ Assets, and after the Reorganized Debtors have recovered an amount equal to the First Lien Lender Cash Distribution from the Reorganized Debtors’ Assets. Notwithstanding the foregoing, the Reorganized Debtors will have the right to prepay any unpaid portion of the First Lien Lender Deferred Distribution at any time, in whole or in part, without any prepayment premium or penalty. The First Amended Plan also provides that the "First Lien Lender Election" means the opportunity afforded to each First Lien Lender, other than Yucaipa, pursuant to the Plan to receive its Pro Rata share of the New Common Stock in lieu of its Pro Rata share of the First Lien Lender Cash Distribution and First Lien Lender Deferred Distribution. A blacklined version of the First Amended Plan is available for free at http://bankrupt.com/misc/ASHINCplan0828.pdf The Debtors also filed Plan supplements, including form of of litigation trust agreement, full-text copies of which are available for free at http://bankrupt.com/misc/ASHplansupp0812.pdf In order to provide adequate information regarding the changes reflected in the Amended Plan, the Plan Proponents have also filed the Supplement to Disclosure Statement in support of the Plan. A full-text copy of the Disclosure Statement Supplement, which was approved by the Court, is available for free at http://bankrupt.com/misc/ASHplansupp0828.pdf About Allied Systems Holdings BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. first filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second-lien debt. The petitioning creditors said Allied defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at Troutman Sanders, Gowling Lafleur Henderson. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. In January 2014, the U.S. Trustee for Region 3 appointed a three- member Official Committee of Retirees. Yucaipa Cos. has 55% of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles-based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. Yucaipa American Alliance Fund I, L.P., Yucaipa American Alliance (Parallel) Fund I, L.P., Yucaipa American Alliance Fund II, L.P., Yucaipa American Alliance (Parallel) Fund II, L.P., represented by Michael R. Nestor, Esq., and Edmund L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP; and Robert A. Klyman, Esq., at Gibson, Dunn & Crutcher LLP. First Lien Agent, Black Diamond Commercial Finance, L.L.C., represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., Robert J. Ward, Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings, Inc., has changed its name to ASHINC Corporation. * * * ASHINC Corporation, f/k/a Allied Systems Holdings, Inc., and its debtor affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a joint Chapter 11 plan of reorganization, co-proposed by the Committee and the first lien agents. The Plan provides that certain of the Debtors' assets, the Litigation Trust Assets, will vest in the Allied Litigation Trust, and the remainder of the Debtors' assets, including the proceeds from the sale of substantially all of the Debtors' assets, will either revest in the Reorganized Debtors or be distributed to the Debtors' creditors. ALONSO & CARUS: Creditors' Panel Hires GlassRatner as Fin'l Advisor ------------------------------------------------------------------- The Official Committee of Unsecured Creditors of Alonso & Carus Iron Works, Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Puerto Rico to retain GlassRatner Advisory & Capital Group, LLC as financial advisors to the Committee, effective July 15, 2015. The Committee requires GlassRatner to: (a) analyze the Debtor's current and historical business operations, financial results and pre-and post-petition financing arrangements, if any, and corresponding budgets; (b) analyze the Debtor's operations prior to and after the Petition Date, as the Committee deems necessary; (c) analyze the Debtor's liquidity and operations at certain points in time; (d) evaluate customer contracts for appropriateness; (e) investigate and analyze the potential for additional sources of recovery to the Debtor's estate; (f) review the financial aspects of the Disclosure Statement and Plan of Reorganization, including the financial projections and liquidation analysis; (g) negotiate on behalf of the Committee with relevant parties; (h) advise the Committee and Counsel on various financial and business matters associated with the Debtor; (i) investigate any potential causes of action or fraudulent transfers; (j) attend hearings before the Court and meetings with third parties as customary and appropriate and confer with representatives of the Committee, the Debtor, its counsel and financial advisor; and (k) provide written and oral reports to the Committee and counsel as necessary and appropriate. GlassRatner will be paid at these hourly rates: James Fox $310 Marc Levee $270 David Neyhart $170 Associates & Assistants $95-$170 GlassRatner will also be reimbursed for reasonable out-of-pocket expenses incurred. James Fox, principal of GlassRatner, 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. GlassRatner can be reached at: James W Fox GLASSRATNER ADVISORY & CAPITAL GROUP LLC 60 E 42nd St Ste 1062 New York, NY 10165-1099 Tel: (212) 223-2430 Extn. 11 Fax: (212) 223-4654 E-mail: jfox@glassratner.com About Alonso & Carus Alonso & Carus Iron Works, Inc., sought Chapter 11 protection (Bankr. D.P.R. Case No. 15-02250) in Old San Juan, Puerto Rico, on March 27, 2015. The case is assigned to Judge Enrique S. Lamoutte Inclan. The Catano, Puerto Rico-based debtor has filed schedules of assets and liabilities, disclosing $23,028,113 in total assets and $14,919,146 in total debts. The Debtor on the Petition Date filed applications to employ Charles A Curpill, PSC Law office, as counsel; and CPA Luis R. Carrasquillo & Co, PSC as financial consultant. ALONSO & CARUS: Panel Hires Vilarino & Associates as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Alonso & Carus Iron Works, Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Puerto Rico to retain Vilarino & Associates LLC as counsel to the Committee, effective July 24, 2015. The Committee requires Vilarino & Associates to: (a) advise the Committee with respect to its rights, duties, and powers in this Chapter 11 Case; (b) assist and advise the Committee in its consultations with the Debtor relative to the administration of this Chapter 11 Case; (c) assist the Committee in analyzing the claims of the Debtor's creditors and the Debtor's capital structure and in negotiating with holders of claims and equity interests; (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and of the operation of the Debtor's business; (e) assist the Committee in its investigation of the liens and claims of the holders of the Debtor's pre-petition debt and the prosecution of any claims or causes of action revealed by such investigation; (f) assist the Committee in its analysis of, and negotiations with, the Debtor or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of nonresidential real property and executory contracts, asset dispositions, sale of assets, financing of other transactions and the terms of one or more plans of reorganization for the Debtor and accompanying disclosure statements and related plan documents; (g) assist and advise the Committee as to its communications to unsecured creditors regarding significant matters in this Chapter 11 Case; (h) represent the Committee at hearings and other proceedings; (i) review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; (j) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; (k) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing; and (l) perform such other legal services as may be required or are otherwise deemed to be in the interest of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. Vilarino & Associates will be paid at these hourly rates: Partners $225 Associates $175 Paralegals $75 Vilarino & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Javier Vilarino, partner of Vilarino & Associates, 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. Vilarino & Associates can be reached at: Javier Vilarino, Esq. VILARINO & ASSOCIATES LLC P.O. Box 9022515 San Juan, PR 00902-2515 Tel: (787) 565-9894 E-mail: jvilarino@vilarinolaw.com About Alonso & Carus Alonso & Carus Iron Works, Inc., sought Chapter 11 protection (Bankr. D.P.R. Case No. 15-02250) in Old San Juan, Puerto Rico, on March 27, 2015. The case is assigned to Judge Enrique S. Lamoutte Inclan. The Catano, Puerto Rico-based debtor has filed schedules of assets and liabilities, disclosing $23,028,113 in total assets and $14,919,146 in total debts. The Debtor on the Petition Date filed applications to employ Charles A Curpill, PSC Law office, as counsel; and CPA Luis R. Carrasquillo & Co, PSC as financial consultant. ALPHA NATURAL: Russell R. Johnson III Represents Utilities ---------------------------------------------------------- Russel R. Johnson III of the law Firm of Russell R. Johnson III, PLC filed a statement of multiple representation in the case of utility companies that provided prepetition utility goods/services to Alpha Natural Resources, Inc., et al., and continue to provide postpetition utility goods/services to the Debtors. A copy of the statement is available for free at: http://bankrupt.com/misc/AlphaNatural_177_statementJohnson.pdf Mr. Johnson represents Appalachian Power Company, doing business as American Electric Power, et al., companies providing utilities to the Debtor in August 2015. 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. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. ALTEGRITY LLC: Completes Financial Restructuring, Exits Chapter 11 ------------------------------------------------------------------ Altegrity, LLC, on Aug. 31 disclosed that it has successfully completed its financial restructuring and emerged from Chapter 11. Through its Plan of Reorganization, Altegrity has substantially reduced its debt. The Company's second and third lien noteholders have converted their debt into equity becoming the new majority owners, and, in connection with the Chapter 11 proceedings, certain of the new equity owners contributed $90 million in debtor-in-possession financing to support the restructuring and the Company upon emergence. "[Mon]day marks the completion of a restructuring that allows our Company to move forward as a stronger and more competitive enterprise that is well positioned for success," said Jeffrey Campbell, Altegrity's President and Chief Financial Officer. "With significantly less debt, we have enhanced our ability to further invest in our HireRight and Kroll businesses to enable their growth and create value for our stakeholders." Mr. Campbell continued, "On behalf of the management team, I would like to extend my gratitude to our employees for their hard work and dedication and to our clients and vendors for their support. We are moving forward with a renewed energy and focus on our HireRight and Kroll businesses. We remain committed to providing our clients with the same quality services they have come to expect." The new majority owners of the Company include funds managed by Third Avenue Management LLC, Litespeed Management LLC and Mudrick Capital Management LP. Debevoise & Plimpton LLP served as the Company's legal advisor, AlixPartners LLP served as its restructuring advisor and Evercore LLC served as its financial advisor. Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Houlihan Lokey advised the ad hoc committee of unaffiliated holders of the Company's second and third lien debt. Kirkland & Ellis LLP and Moelis & Company LLC advised the ad hoc committee of unaffiliated holders of the Company's first lien debt. 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 AXLE: Fitch Affirms 'BB-' Issuer Default Ratings --------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of American Axle & Manufacturing Holdings, Inc. (AXL) and its American Axle & Manufacturing, Inc. (AAM) subsidiary at 'BB-'. Fitch has also affirmed the ratings for AAM's secured revolving credit facility and secured term loan A at 'BB+' and assigned them a Recovery Rating of 'RR1'. Fitch has affirmed AAM's senior unsecured notes rating at 'BB-' and assigned them a Recovery Rating of 'RR4'. A full list of rating actions follows at the end of this release. AAM's ratings apply to a $523.5 million secured revolving credit facility, a $138.8 million secured term loan A and $1.35 billion in senior unsecured notes. The Rating Outlooks for both AXL and AAM have been revised to Positive from Stable. KEY RATING DRIVERS The Positive Outlook revision for AXL and AAM is driven by Fitch's expectations for a further strengthening of the auto supplier's credit profile over the intermediate term. Also contributing to the Positive Outlook revision is Fitch's expectation that the customer, platform and geographic diversification of the company's book of business will continue to grow over the next several years, reducing the company's reliance on General Motors Company's (GM) full-size pickup and sport utility vehicle programs. Although increased diversification will likely result in somewhat lower margins, Fitch views this as an appropriate trade-off for reduced exposure to a single vehicle program. AXL's credit profile improvement over the next couple of years will be driven, in part, by revenue growth exceeding global light vehicle production as the company's continues to expand its book of business with new customers and programs, leading to stronger FCF generation that will provide it with meaningful financial flexibility. However, beyond 2017, the loss of a portion of AXL's content on the next GM light truck platform will likely constrain revenue and put some additional pressure on margins. Nonetheless, even with the loss of that business, Fitch expects margins to remain relatively strong and FCF to remain solidly positive over the longer term, providing the company with ongoing financial flexibility and the ability to further reduce leverage. Fitch's concerns include the ongoing concentration of AXL's revenue base, despite its increased diversification; the potential for operational issues to arise with the substantial amount of launch activity expected over the intermediate term, much of it involving new customers and technologies; and the sensitivity of the company's credit metrics to changes in its operating performance. Although AXL's book of business will become increasingly diversified over the intermediate term, Fitch expects GM to remain the company's largest customer by a wide margin for a number of years. In addition, AXL will remain heavily exposed to GM's light truck program, so any decline in demand for those vehicles will have an outsized impact AXL's financial performance. The company's focus on diversification, while a credit positive overall, increases the risk of potential startup issues as the company increasingly works on new products with new customers. Several years ago, the company experienced several quarters of negative FCF in part due to significant launch issues, although recent launches have gone smoothly. Partly as a result of AXL's relatively small size, its credit protection metrics remain quite sensitive to fluctuations in operating performance, and a steep decline in production or potential launch issues could lead to a rapid deterioration in its credit metrics. AXL recently announced that it was selected by GM as a target supplier under GM's Strategic Sourcing Program (SSP) to provide axles and driveline equipment for future generations of GM's full-size light truck and SUV program. This has the potential to lock in AXL for future generations of the program that could span more than a decade. However, in conjunction with its achieving target supplier status, AXL expects GM to shift 25% of the content that AXL currently supplies for the program to another source. The loss of this high-margin business is a credit negative, and Fitch estimates that the lost future business accounts for roughly 13% of AXL's current revenue base. GM has not yet announced when the next generation of its full-size trucks will enter production, but Fitch estimates that it will be at least three years before AXL sees the effect of the lost business, giving the company time to reallocate the freed up capacity to other new programs. The company has noted that the long-term clarification of the remaining GM business, along with the flexibility of its manufacturing equipment, will give it the ability to bid more competitively for new programs as it will not need to add incremental capacity to take on that business. Fitch believes the company has the ability to replace most of the lost business, but the new programs will likely carry lower margins, given the significant scale efficiencies that AXL realizes on the products it supplies for GM's full-size light truck and SUV program. Free cash flow (FCF) (calculated as net cash from operations less gross capital expenditures) in the 12 months (LTM) ended June 30, 2015, was $196 million, equating to a relatively solid FCF margin of 5.1%. AXL's FCF-generating capability has improved significantly over the past two years, as the company has produced positive quarterly FCF in six of the last eight quarters. LTM FCF at June 30, 2015 was also substantially higher than the $38 million in FCF with a 1.1% FCF margin that the company produced in the LTM ended June 30, 2014. Lower capital expenditures of $194 million in the June 30, 2015 LTM period versus $234 million in the year-earlier period contributed to the improvement, but much of the increase has been the result of higher production volumes and continued work on cost efficiencies. The year-over-year decline in capital spending was largely due to incremental investments that the company made in 2014 to support changes in GM's light truck program. Going forward, Fitch expects the company's capital expenditures to run at a more typical level of about 4.5% to 5% of annual revenue. Over the intermediate term, Fitch expects AXL to produce annual FCF in the $150 million to $200 million range with the normalized capital spending levels, volume-related contribution margin improvement and continued working capital management. Fitch believes the company will continue to prioritize organic revenue growth and leverage reduction when assessing potential uses for its FCF. However, the company could also consider acquisition opportunities to further diversify its customer base or geographic diversification. Fitch expects that any acquisitions would complement the company's existing product offerings, rather than shift it into completely new lines of business. Longer-term, AXL could also look to return some cash to shareholders, although the company currently appears primarily focused on growing its business and strengthening its balance sheet. AXL's overall liquidity remains adequate to meet the company's cash obligations. Cash and cash equivalents at June 30, 2015, totaled $301 million, up from $129 million at June 30, 2014, and AAM had $506 million available on its $523.5 million secured revolver after accounting for $17 million in letters of credit. The company has no meaningful debt maturities due until 2018 when the majority of AAM's secured Term Loan A comes due. Combined with Fitch's expectations for positive FCF generation, Fitch expects AXL's cash and revolver availability to remain more than adequate to cover its intermediate-term liquidity needs. AXL's leverage (debt/Fitch-calculated EBITDA) declined slightly during the LTM ended June 30, 2015, to 3.0x from 3.2x in the year-earlier period, primarily as a result of higher EBITDA as debt remained relatively flat. Overall, Fitch-calculated EBITDA rose to $512 million in the LTM ended June 30, 2015 from $487 million in the year-earlier period, while debt was about $1.5 billion at the end of both periods. Funds from operations (FFO) adjusted leverage was 3.6x at June 30, 2015, down from 3.9x at June 30, 2014. Fitch expects leverage to decline further over the intermediate term as the company makes amortization payments on its Term Loan A and as EBITDA increases on higher business levels. The company could also look to prepay a portion of its Term Loan A beyond the normal amortization schedule without penalty to further reduce leverage. Excluding the effect of any term loan prepayments or early debt redemptions, Fitch expects EBITDA leverage to decline to the high-2x range by year end 2015 and to decline further, to the mid-2x range over the following two years. Over the same period, Fitch expects FFO adjusted leverage to decline to the low-3x range. Similar to many other defined benefit plans sponsored by U.S. companies, the funded status of AXL's pension plans declined in 2014, primarily due to a combination of lower discount rate assumptions and revised mortality tables. As a result, AXL's pension plans were 87% funded at year-end 2014, down from 94% funded at year end 2013. However, at year end 2014, the net liability was only $95 million, which Fitch views as manageable given the company's liquidity position and FCF generating capabilities. As such, Fitch does not currently view the funded status of AXL's defined benefit pension plans as a meaningful credit risk. The Recovery Rating of 'RR1' assigned to AAM's secured revolving credit facility and secured term loan A reflects their collateral coverage, which includes virtually all the assets of AXL and AAM, leading to expected recovery prospects in the 90% to 100% range in a distressed scenario. The Recovery Rating of 'RR4' assigned to AAM's senior unsecured notes reflects Fitch's expectation that recovery prospects would be average, in the 30% to 50% range, in a distressed scenario. KEY ASSUMPTIONS -- Global auto production rises in the low-single-digit range over the intermediate term; -- U.S. light vehicle sales approach 17 million in 2015 and remain near that level for the next several years; -- AXL's new product programs tied to its backlog of new business roll out smoothly over the intermediate term; -- EBITDA margins decline somewhat over the next several years, consistent with a more diversified book of business; -- Revenue growth and margins are constrained in 2018 as the company replaces lost GM full-size light truck and SUV business with new programs at a lower margin; -- Capital spending over the intermediate term is at normalized levels of about 5% of revenue; -- The company uses cash on hand to fund amortization payments and the final maturity of its term loan A in 2018; -- Over the intermediate term, excess cash is used for relatively small acquisitions or is returned to shareholders. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- Continued progress on diversifying the company's revenue base; -- Sustained FCF margins of 2% or higher; -- Sustained EBITDA leverage below 3x; -- Sustained FFO adjusted leverage in the low 3x range; -- Successfully replacing the lost 25% of the GM full-size light truck and SUV revenue with new business. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Significant production inefficiencies and associated cash burn tied to the start-up of new programs; -- A rise in EBITDA leverage to above 3.5x for a sustained period; -- A rise in FFO adjusted leverage to 4x or higher for a sustained period; -- A sustained decline in the EBITDA margin to below 10%; -- Sustained negative free cash flow generation; -- An unexpected prolonged disruption in the production of GM's full-size pickups and SUVs. Fitch has affirmed the following ratings and assigned Recovery Ratings as follows: AXL -- IDR at 'BB-'. AAM -- IDR at 'BB-'; -- Secured revolving credit facility rating at 'BB+/RR1'; -- Secured term loan A rating at 'BB+/RR1'; -- Senior unsecured notes rating at 'BB-/RR4'. The Rating Outlook has been revised to Positive from Stable. AMERICAN EAGLE: Bieging Shapiro Files Rule 2019 Statement --------------------------------------------------------- Bieging Shapiro & Barber LLP submitted a verified statement to the U.S. Bankruptcy Court for the District of Colorado pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure in connection with American Eagle Energy Corporation, et al.'s application to employ BSB. BSB stated that it represents these entities in the Debtor's case at these addresses: 1. Hydratek, Inc. 12069 Highway 16 Sidney, MT 59270 Precision Drilling Corporation Eighth Avenue Place Suite 800, 525 - 8th Avenue S.W. Calgary, Alberta, Canada T2P 1G1 2. Miller Oil Company, Inc. P.O. Box 408 Culbertson, MT 58218 To the best of BSB's knowledge, BSB does not possess any claims or interests in the Debtor. About American Eagle Littleton, Colorado-based American Eagle Energy Corporation is engaged in the acquisition, exploration and development of oil and gas properties. The Company is primarily focused on extracting proved oil reserves from those properties. American Eagle Energy Corporation and its wholly-owned subsidiary, AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D. Colo., Case No. 15-15073). The case is assigned to Judge Howard R. Tallman. The Debtors are represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP, in Orlando, Florida. On May 13, 2015, Judge Tallman granted the Debtors' request for joint administration. American Eagle Energy Corporation disclosed total assets of $21,980,687 and total liabilities of $193,604,113 as of the Chapter 11 filing. The U.S. Trustee for Region 6, appointed seven creditors to serve on the Official Committee of Unsecured Creditor. The Committee tapped to retain Pachulski Stang Ziehl & Jones LLP as counsel. AMERICAN EAGLE: Gets Final Approval to Use Cash Collateral ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized, on a final basis, American Eagle Energy Corporation and AMZG, Inc., to (i) use cash collateral until Oct. 3, 2015; and (ii) provide adequate protection to secured parties pursuant to Sections 361, 362, and 363 of the Bankruptcy Code. Any objections to the motion with respect to the entry of the final order were denied and overruled. The Court previously denied the Debtors' motions without prejudice. After negotiations among the Debtors, the Ad Hoc Group, and the Official Committee of Unsecured Creditors, the parties entered into stipulations relating to the use of cash collateral. As of the Petition Date, the Debtors were indebted and liable to the secured parties under the Prepetition Notes Documents with SunTrust Bank, as administrative agent and issuing bank, and SunTrust Robinson Humphrey, Inc., as bookrunner and sole lead arranger, in the aggregate amount of not less: (i) $175,000,000 in aggregate principal amount; (ii) all accrued and unpaid interest; and (iii) additional amounts owed under the Prepetition Notes Documents. The Debtors would use the cash collateral to continue to operate their oil exploration and production business and properties. As adequate protection from any diminution in value of the lender's collateral, the Debtors will grant the secured parties replacement liens, superpriority administrative claim status, subject to carve out on certain expenses, and adequate protection payment. The Court also ordered that parties-in-interest will be permitted to challenge the stipulations until Aug. 29, 2015. The Ad Hoc Group is represented by: Paul N. Silverstein, Esq. ANDREWS KURTH LLP 450 Lexington Avenue New York, NY 10017 Tel: (212) 850-2800 Fax: (212) 850-2929 E-mail: paulsilverstein@andrewskurth.com Timothy A. Davidson II, Esq. ANDREWS KURTH LLP 600 Travis, Suite 4200 Houston, TX 77002 Tel: (713) 220-4200 Fax: (713) 220-4285 E-mail: TDavidson@andrewskurth.com John F. Young, Esq. James T. Markus, Esq. MARKUS WILLIAMS YOUNG & ZIMMERMAN LLC 1700 Lincoln Street, Suite 4550 Denver, CO 80203 Tel: (303) 830-0800 Fax: (303) 830-0809 E-mails: jyoung@markuswilliams.com jmarkus@markuswilliams.com About American Eagle Littleton, Colorado-based American Eagle Energy Corporation is engaged in the acquisition, exploration and development of oil and gas properties. The Company is primarily focused on extracting proved oil reserves from those properties. American Eagle Energy Corporation and its wholly-owned subsidiary, AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D. Colo., Case No. 15-15073). The case is assigned to Judge Howard R. Tallman. The Debtors are represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP, in Orlando, Florida. On May 13, 2015, Judge Tallman granted the Debtors' request for joint administration. American Eagle Energy Corporation disclosed total assets of $21,980,687 and total liabilities of $193,604,113 as of the Chapter 11 filing. The U.S. Trustee for Region 6, appointed seven creditors to serve on the Official Committee of Unsecured Creditor. The Committee tapped to retain Pachulski Stang Ziehl & Jones LLP as counsel. AMERICAN EAGLE: Pachulski Stang Approved as Committee's Counsel --------------------------------------------------------------- The Hon. Howard R. Tallman of the U.S. Bankruptcy Court for the District of Colorado authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of American Eagle Energy Corporation, et al., to retain Pachulski Stang Ziehl & Jones LLP as its counsel, effective as of May 20, 2015. To the best of the Committee's knowledge, PSZ&J is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About American Eagle Littleton, Colorado-based American Eagle Energy Corporation is engaged in the acquisition, exploration and development of oil and gas properties. The Company is primarily focused on extracting proved oil reserves from those properties. American Eagle Energy Corporation and its wholly-owned subsidiary, AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D. Colo., Case No. 15-15073). The case is assigned to Judge Howard R. Tallman. The Debtors are represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP, in Orlando, Florida. On May 13, 2015, Judge Tallman granted the Debtors' request for joint administration. American Eagle Energy Corporation disclosed total assets of $21,980,687 and total liabilities of $193,604,113 as of the Chapter 11 filing. The U.S. Trustee for Region 6, appointed seven creditors to serve on the Official Committee of Unsecured Creditor. The Committee tapped to retain Pachulski Stang Ziehl & Jones LLP as counsel. AMERICAN EAGLE: Power Crude Opposes Incentive Plan -------------------------------------------------- Power Crude Transport Inc., and Power Energy Partners, LP, creditors and parties-in-interest in the Chapter 11 cases of American Eagle Energy Corporation, et al., objected to the Debtors' motion for authorization and approval of incentive bonus plan. According to Power Crude, among other things: 1. the proposed bonus plan does not comply with the provisions of the Bankruptcy Code; 2. the proposed bonus plan awards bonuses regardless of performance; 3. the proposed bonus payment to Beskow violates Section 503(c)(1) of the Bankruptcy Code; and 4. the Debtors have failed to demonstrate that bonus plan participants will provide a specific contribution that will benefit the estates. The U.S. Trustee objected to the Debtors' motion, stating that the Debtors propose a key employee retention plan for the purposes of inducing certain employees to remain with the Debtors through a sale of substantially all assets or confirmation of a plan. The Debtors ignored Section 503(b) and (c) in their motion, and do not explain whether and how the proposed bonus plan might comply with the requirements of those sections. Instead of addressing the actual and direct statutory predicates for the relief requested, the Debtors improperly base their request only on Section 105(a). The Debtors sought for authorization to pay a total of $121,800 in bonuses which is reasonable in the context of the Debtors assets, liabilities and what they expect to realize at a sale of substantially all of the Debtor assets. The Debtors anticipate that assets will be sold for no less than $70 million. About American Eagle Littleton, Colorado-based American Eagle Energy Corporation is engaged in the acquisition, exploration and development of oil and gas properties. The Company is primarily focused on extracting proved oil reserves from those properties. American Eagle Energy Corporation and its wholly-owned subsidiary, AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D. Colo., Case No. 15-15073). The case is assigned to Judge Howard R. Tallman. The Debtors are represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP, in Orlando, Florida. On May 13, 2015, Judge Tallman granted the Debtors' request for joint administration. American Eagle Energy Corporation disclosed total assets of $21,980,687 and total liabilities of $193,604,113 as of the Chapter 11 filing. The U.S. Trustee for Region 6, appointed seven creditors to serve on the Official Committee of Unsecured Creditor. The Committee tapped to retain Pachulski Stang Ziehl & Jones LLP as counsel. AMERICAN EAGLE: Power Energy Directed to Turnover $1.73M Funds -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado American entered an order granting in part, the agreed motion for turnover of property to Eagle Energy Corp. and AMZG, Inc. Specifically, the Court ordered that: 1. Power Energy Partners LP is currently holding $1,725,078 (Agreed Funds) that belong to the Debtor. 2. Power Energy Partners LP is directed to immediately deliver the agreed funds to the Debtor. 3. The Debtor will hold the agreed funds in their debtor-in-possession accounts and may use such funds in accordance with the Court's final order authorizing use of cash collateral. Several parties-in-interest responded to the Debtors' motion. Halliburton Energy Services, Inc. and Nabors Drilling USA, L.P. (the "lien creditors") responded to the Debtors' motion for turnover of property of the estate that Power Energy Partners, LP, had previously refused to turn over the funds because certain lienholders had objected to turnover. In this connection, the lien creditors reserve their rights in the funds and their right to seek adequate protection with respect to the funds. Hydratek, Inc.; Miller Oil Company, Inc.; G-Style Transport, LLC; and Precision Completion & Production Services, Ltd. ("Lien Right Creditors" said that while they do not object to turnover of the funds, they object to use of the funds by Debtors without affording to them adequate protection as required by Section 363(e) of the Bankruptcy Code. The Debtors, in their motion, stated Power and American Eagle entered into a Lease Crude Oil Purchase Agreement effective November 12, 2012. Effective July 1, 2013, Power and American Eagle entered into a second Lease Crude Oil Purchase Agreement, which superseded the Initial Agreement. Per the terms of the current agreement, each month Power makes payments to American Eagle. Prior to the Petition Date, Power acquired oil produced by American Eagle, but did not remit the full payment owed to American Eagle because of certain lien claims filed against American Eagle or its property in accordance with North Dakota law prior to the due date for the payment. Power was notified of these lien claims by the lien claimants who demanded that Power not pay over the amounts subject to the lien claims, as provided by Chapter 35-24 of the North Dakota Century Code. American Eagle has identified approximately $2,162,199 in funds currently held by Power that American Eagle asserts belong to it as property of the estate. Power acknowledges that it is holding $1,725,078 in funds that American Eagle asserts is property of the estate, but that Power believes may be subject to prepetition liens of certain creditors, other than Power. About American Eagle Littleton, Colorado-based American Eagle Energy Corporation is engaged in the acquisition, exploration and development of oil and gas properties. The Company is primarily focused on extracting proved oil reserves from those properties. American Eagle Energy Corporation and its wholly-owned subsidiary, AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D. Colo., Case No. 15-15073). The case is assigned to Judge Howard R. Tallman. The Debtors are represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP, in Orlando, Florida. On May 13, 2015, Judge Tallman granted the Debtors' request for joint administration. American Eagle Energy Corporation disclosed total assets of $21,980,687 and total liabilities of $193,604,113 as of the Chapter 11 filing. The U.S. Trustee for Region 6, appointed seven creditors to serve on the Official Committee of Unsecured Creditor. The Committee tapped to retain Pachulski Stang Ziehl & Jones LLP as counsel. AMERICAN EAGLE: Shares More Info for B&H Application ---------------------------------------------------- Laura Peterson, corporate attorney and secretary for American Eagle Energy (AMZG), submitted a supplement verified statement in support of application to employ Baker & Hostetler, LLP. Ms. Peterson asserted that Baker has worked to develop and approve a budget for fees to be included in the cash collateral budget until Oct. 3, 2015. AMZG has employed Baker as primary counsel but anticipates employing secondary counsel to provide advice on North Dakota lien law or on oil gas where necessary. Elizabeth A. Green, in a supplemental statement in support of application, stated that: 1. B&H did not agree to any variations from, or alternates to, its standard billing arrangements for the Chapter 11 cases. 2. B&H's professionals did not vary their rates for these Chapter 11 cases based upon the geographic location of the bankruptcy cases. 3. During the last twelve-month period, the billing rates of the professionals who billed at least 25 hours on the client's matters were: Timekeeper Hourly Rate ---------------------- Randolf Katz $785 Jorian Rose $785 Elizabeth Green $750 Jimmy Parrish $550 Robert Morwood $450 Alissa Lugo $425 Tiffany Payne $425 Andrew Layden $400 Wendy Townsend $395 Deanna Lane $245 B&H provided the Debtors with a discount of 10% on the total prepetition fees for services rendered in April and through the petition date of May 8, 2015. As reported in the Troubled Company Reporter on June 25, 2015, the Debtors tapped Baker & Hostetler to, among other things: (a) advise the Debtors of their rights and duties in these cases; (b) prepare motions and documents related to the sale of the Debtors' assets under section 363 of the Bankruptcy Code; (c) represent the Debtors in adversary proceedings and contested matters that may arise in connection with the Debtors' bankruptcy cases; (d) prepare pleadings related to these cases, including a disclosure statement and plan of reorganization; (e) negotiate with creditors in these cases with respect to treatment under the plan of reorganization; (f) solicit acceptances for the disclosure statement and plan of reorganization; and (g) take any and all other necessary action incident to the proper preservation and administration of these estates. Prior to the commencement of the case, American Eagle paid an advance fee to Baker & Hostetler of $350,000 for services and expenses to Baker & Hostetler in connection with these cases ("Retainer"). The Debtors have previously paid Baker & Hostetler $566,084, on a current basis for services rendered and costs incurred prior to the Petition Date in connection with the Insolvency Representation. Elizabeth A. Green, partner of Baker & Hostetler, 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 firm can be reached at: Elizabeth A. Green, Esq. Jimmy D. Parrish, Esq. Lars Fuller, Esq. BAKER & HOSTETLER LLP 200 South Orange Ave. SunTrust Center, Suite 2300 Post Office Box 112 (32802-0112) Orlando, FL 32801-3432 Tel: (407) 649-4000 Fax: (407) 841-0168 E-mail: egreen@bakerlaw.com jparrish@bakerlaw.com lfuller@bakerlaw.com About American Eagle Littleton, Colorado-based American Eagle Energy Corporation is engaged in the acquisition, exploration and development of oil and gas properties. The Company is primarily focused on extracting proved oil reserves from those properties. American Eagle Energy Corporation and its wholly-owned subsidiary, AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D. Colo., Case No. 15-15073). The case is assigned to Judge Howard R. Tallman. The Debtors are represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP, in Orlando, Florida. On May 13, 2015, Judge Tallman granted the Debtors' request for joint administration. American Eagle Energy Corporation disclosed total assets of $21,980,687 and total liabilities of $193,604,113 as of the Chapter 11 filing. The U.S. Trustee for Region 6, appointed seven creditors to serve on the Official Committee of Unsecured Creditor. The Committee tapped to retain Pachulski Stang Ziehl & Jones LLP as counsel. ATLANTIC & PACIFIC: Court Directs Appointment of Retiree Committee ------------------------------------------------------------------ Judge Robert D. Drain of the United States Bankruptcy Court for Southern District of New York directed the U.S. Trustee to appoint an official committee of retirees in the Chapter 11 cases of The Great Atlantic & Pacific Tea Company, Inc., and its debtor affiliates. The Retiree Committee will serve as the sole authorized representative under Section 1114 of the Bankruptcy Code of Unrepresented Retirees receiving "retiree benefits" sponsored by the Debtors. The scope of duties and rights of the Retiree Committee will be consistent with and governed by Section 1114, without prejudice to any challenge by any party in interest as to whether the termination or modification of retiree benefits is governed by Section 1114 or is within the scope of the duties of the Retiree Committee. The aggregate fees of professionals retained by the Retiree Committee must not exceed $100,000 per month; provided, that the Fee Cap may be increased with the consent of the Debtors or order of the Court, for cause. The Retiree Committee must promptly file applications to retain any legal or financial professionals needed to carry out its obligations under Section 1114, and those approved professionals must file fee applications for their compensation and expenses. Judge Drain's ruling was at the behest of the Debtors. In requesting for an order directing the appointment of a Retiree Committee, the Debtors explained that the appointment of a single committee is appropriate under the circumstances. A single committee can adequately represent the interests of Unrepresented Retirees and permit the Debtors to negotiate more efficiently without excess financial burden on the Debtors' estates. Indeed, multiple committees of retirees for Non-Union Retirees and each group of Unrepresented Union Retirees would multiply the fees and costs paid for by the estates and create unnecessary complications and delay that may threaten the Debtors' ability to successfully complete their Chapter 11 strategy, the Debtors asserted. The U.S. Trustee, in response to the Debtors' motion for appointment of a Retiree Committee, stated that to the extent that one or more of the unions involved in the bankruptcy cases declines to serve as the authorized representative for its constituents, then two committees should be formed -- one committee for the unrepresented union retirees and one committee for non union retirees. The U.S. Trustee asserted that the Court should decline to impose a monthly Fee Cap on any Retirees Committee as a cap could serve to chill the effectiveness of any retirees committee(s) that may be formed. The Debtors are represented by: Ray C. Schrock, P.C. Garrett A. Fail, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Email: ray.schrock@weil.com garrett.fail@weil.com William K. Harrington, the U.S. Trustee, is represented by: Brian S. Masumoto, Esq. 201 Varick Street Suite 1006 New York, NY 10004 Tel: (212) 510-0500 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. ATLANTIC & PACIFIC: Seeks Relief From Bumping Provisions in CBA --------------------------------------------------------------- The Great Atlantic & Pacific Tea Company, Inc., and its affiliated debtors ask the U.S. Bankruptcy Court for the Southern District of New York for interim authority to modify their collective bargaining agreements. The Debtors contend that in order to achieve a successful chapter 11 process, they must obtain interim modifications to their 35 separate collective bargaining agreements. These modifications consist of the following: (a) Relief from bumping provisions contained in virtually all of the Debtors CBAs, which allow senior employees at stores that are closed to take the jobs of junior employees elsewhere; and (b) Authority to implement a compromise proposal with respect to severance obligations created by the Debtors' CBAs. The Debtors wish to pay a portion of severance on a current basis, with the remainder deferred with a claim to be satisfied in accordance with the Bankruptcy Code's priority and distributional requirements. Ray C. Schrock, Esq., at Weil, Gotshal & Manges LLP, in New York, New York, tells the Court that the bumping provisions only make sense where an employer closes a store and there are other stores owned by the employer into which senior employees can transfer. He further tells the Court that not only do the bumping provisions create a monumental administrative burden, they would be virtually impossible to implement given that the Debtors are administering an orderly liquidation process including sales of hundreds of stores to third parties. Mr. Schrock contends that there simply are no stores that the Debtors will own on a go-forward basis to which senior employees can be transferred. He further contends that the stalking horse asset purchase agreement contain prohibitions on allowing bumping of employees into the stores contemplated to be purchased, and thus absent the relief requested bumping could give rise to a breach under such asset purchase agreements. Mr. Schrock asserts that a fair resolution that recognizes the inherent difficulty employees share upon termination can be achieved when the Debtors pay a portion of the employees' severance on a current basis. A total of eight objections were filed in response to the Debtors' motion, consisting of the objection of the International United Food and Commercial Workers Union and seven objections of UFCW local unions. The objections essentially make one argument opposing the requested relief: that such relief is not necessary. Mr. Schrock asserts that the Debtors must proceed to sell and wind-down stores as quickly as they can, and cannot efficiently do so without relief from bumping. He says that since the Debtors are in a wind-down process and there simply are no stores that the Debtors will continue to operate, the substantial administrative difficulty and delay that bumping would bring, and the impediments it would create to a successful sale process, implementing bumping while trying to sell stores is simply not an option and would undoubtedly cause irreparable damage to the estate. In reply to the Unions' allegation that the Debtors' severance proposal is intended to ensure that non-union employees receive the same amount of severance as represented employees, Mr. Schrock contends that the Debtors have reduced the amount of severance payable to non-union employees numerous times over the years, and the benefits provided are substantially less generous than those enjoyed by represented employees. He further contends that the Debtors' proposal to pay a percentage of severance results in the represented employees obtaining the benefit of their more extensive benefits. The Debtors' attorneys can be reached at: Ray C. Schrock, Esq. David J. Lender, Esq. Salvatore A. Romanello, Esq. Garret A. Fail, Esq. Lawrence J. Baer, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212)310-8000 Facsimile: (212)310-8007 E-mail: ray.schrock@weil.com david.lender@weil.com salvatore.romanello@weil.com garrett.fail@weil.com lawrence.baer@weil.com About The Great 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 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. Ninety percent of the employees 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. ATLANTIC & PACIFIC: Selling Rest of Its NY, NJ Stores to Save Jobs ------------------------------------------------------------------ Gregory Bresiger at the New York Post reports that the Great Atlantic & Pacific Tea Co. is trying to save tens of thousands of jobs by selling the rest of its stores in New York and New Jersey. Citing people familiar with the matter, the report says that some 153 stores have not found buyers, but 118 have been sold in the two states, with workers in the former A&P stores offered new jobs. "This is about jobs, and we're still working on getting bids for all of these stores and job offers to everyone, including the stores now scheduled to close," the report quoted said union leader John T. Niccollai as saying. NY Post relates that the Company is slated to shut down 25 of its 301 stores and affiliates in the New York and New Jersey region around Thanksgiving. Some 150 stores in regions Hudson Valley, Long Island and New York City with 13,097 workers are affected by potential closings, the report states, citing the New York State Labor Department. 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. ATLANTIC & PACIFIC: Sells Pharmaceutical Assets for $8.1-Mil. ------------------------------------------------------------- The Great Atlantic & Pacific Tea Company, Inc., et al., sought and obtained authority from the United States Bankruptcy Court for Southern District of New York to sell their pharmaceutical assets to Rite Aid Corp. for $8.1 million. The Debtors explained that the sale of the pharmacy assets pursuant to the purchase agreement with Rite Aid is an appropriate exercise of sound business judgment. The sale of the pharmaceutical assets free and clear of all liens, claims or encumbrances is warranted, the Debtors said. The Debtors told the Court that Rite Aid's acquisition of the Pharmacy Assets pursuant to the Purchase Agreements is in good faith and is entitled to the protections afforded to good faith purchasers under Section 363(m) of the Bankruptcy Code. The Debtors are represented by: Ray C. Schrock, P.C., Esq. Garrett A. Fail, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Email: ray.schrock@weil.com Garrett.fail@weil.com 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: Judge Presents Alternatives to Case Dismissal ------------------------------------------------------- Stephanie Gleason, writing for The Wall Street Journal, reported that the bankruptcy judge for Baha Mar Ltd. on Aug. 28 outlined two possible middle-ground rulings on whether to dismiss the resort developer's bankruptcy case and said he would present his decision as soon as possible, likely in September. According to the report, Judge Kevin Carey of the U.S. Bankruptcy Court in Wilmington, Del., heard arguments Friday on motions from two Chinese national companies -- its lender, the Export-Import Bank of China, and its contractor, a China State Engineering Corp. subsidiary called China Construction America -- that want the case decided in Bahamian court. Judge Carey presented two possible alternatives to a simple confirmation or denial during the hearing: allowing the case to continue but requiring the Bahamian court to approve the bankruptcy plan as a stipulation for its confirmation, and suspending the proceeding rather than dismissing it outright, the report related. 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. The Committee tapped Cooley LLP as its lead counsel, and Whiteford, Taylor & Preston LLC as its Delaware counsel. BR ENTERPRISES: Hearing on Plan Outline Continued Until Sept. 8 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California continued until Sept. 8, 2015, at 10:00 a.m., to consider adequacy of information in the Disclosure Statement explaining BR Enterprises' Plan of Reorganization. According to the Disclosure Statement, the Debtor projects that all creditors, but not necessarily equity security holders, would be paid in full over time if the case were to be converted to Chapter 7 case, and the assets liquidated other than in the ordinary course of business, unless unexpected costs of administration exceed the net proceeds of liquidation of unencumbered property. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/BREnterprises_docket_Aug25.doc The Debtor, in response to the objections of Redding Bank of Commerce and Curto Family Trust to the Disclosure Statement dated June 26, 2015, stated that the Court must overrule all objections, approve the Disclosure Statement as adequate because, among other things: -- there no actual or theoretical violation of the absolute priority rule; -- cramdown violations are overstated and premature; -- pre-confirmation evidentiary objections and discovery demands are premature. About BR Enterprises BR Enterprises, a California Partnership, sought Chapter 11 protection (Bankr. E.D. Cal. Case No. 15-21575) in Sacramento, California, on Feb. 27, 2015, without stating a reason. BR Enterprises owns 20.17 acres of undeveloped ranch located at East of Interstate 5 and South of Lake California Drive, 2600 acres of undeveloped ranch property located in Cottonwood California in Tehama County; and 278 acres of contiguous parcels along HWY I-5. The properties are valued at $10.5 million, according to the schedules. Antonio Rodriguez, III, the managing partner, signed the petition. The case is assigned to Judge Michael S. McManus. According to the docket, the deadline for filing claims by governmental entities is Aug. 26, 2015. George C. Hollister, Esq., at Hollister Law Corporation, in Sacramento, serves as the Debtor's counsel. The Debtor, in its amended schedules, disclosed total assets of $14,422,042 and total liabilities of $4,361,491. The Debtor disclosed total assets of $14,422,236 and total liabilities of $6,961,492 in a prior iteration of the schedules. A related entity, Shasta Enterprises, sought bankruptcy protection (Case No. 14-30833) on Oct. 31, 2014. BSA INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: BSA International Aerospace Co. 6945 Arlington Ave. Riverside, CA 92503 Case No.: 15-18644 Chapter 11 Petition Date: August 29, 2015 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Hon. Wayne E. Johnson Debtor's Counsel: Todd L Turoci, Esq. THE TUROCI FIRM 4296 Orange Street Riverside, CA 92501 Tel: 888-332-8362 Fax: 866-762-0618 Email: mail@theturocifirm.com Total Assets: $352,066 Total Liabilities: $1.52 million The petition was signed by Larry Dang, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb15-18644.pdf CAPSTONE MINING: S&P Revises Outlook to Neg. & Affirms 'B+' CCR --------------------------------------------------------------- Standard & Poor's Ratings Services said revised its outlook on Vancouver-based copper producer Capstone Mining Corp. to negative from stable. At the same time, Standard & Poor's affirmed its 'B+' long-term corporate credit rating on the company. "The outlook revision primarily reflects our expectation that Capstone will generate weaker-than-expected core credit ratios in 2015, and the potential that improvement will be delayed beyond this year," said Standard & Poor's credit analyst Jarrett Bilous. "We revised downward our copper price assumption for 2015 to 2017, which primarily accounts for our updated earnings and cash estimates. Based on our revised assumptions, we expect Capstone will generate adjusted funds from operations (FFO)-to-debt of below 20% in 2015 and above this level in 2016. However, much of the estimated improvement beyond this year is heavily dependent on a reduction in Capstone's estimated cash costs, with no further downward revision in our copper price assumption and output in line with our expectations," S&P said. "We view Capstone's business risk profile as "weak," due to the company's limited diversity and higher-than-average cash cost position relative to our rated industry peers. Our assessment of Capstone's financial risk profile as "aggressive" primarily reflects our view of the company's high sensitivity to copper price volatility on cash flow and leverage metrics," S&P noted. S&P assumes the company has the flexibility to reduce capital expenditures next year from elevated levels in 2015, mainly from reduced growth expenditures. S&P considers Capstone's liquidity to be "adequate." The negative outlook reflects the potential for a downgrade if the company does not demonstrate sustained improvement in its cash costs beyond 2015, if copper prices weaken further, or if output is below our expectations, resulting in FFO-to-debt sustained below 20%. S&P could lower the rating if Capstone generates earnings and cash flow below S&P's expectations, resulting in reduced prospects for FFO-to-debt to increase sustainably beyond 20%. In this scenario, S&P would expect lower-than-expected improvement in the company's cash cost position or output, or further weakness in copper prices. S&P could revise the outlook to stable in the event that Capstone generates sufficient improvement in its earnings and cash flow, such that FFO-to-debt increases and is expected to remain sustainably above 20%. CHINOOK USA: Fights Duck Dynasty Star "Appearance Fee" Bill ----------------------------------------------------------- Katy Stech, writing for The Wall Street Journal, reported that Kentucky-based beverage maker Chinook USA LLC is protesting a $250,000 bill that "Duck Dynasty" stars charged for appearance fees, arguing that Si Robertson (aka "Uncle Si") was a no-show when it came to promoting an ice tea drink named after him. According to the report, in recently filed court papers, lawyers for the bankrupt maker of Uncle Si's Iced Tea asked a federal judge to cancel the bill from Duck Commander Inc., the Robertson clan's duck-call business in Louisiana that's profiled in the hit A&E reality TV show. Chinook has argued in an lawsuit that the Robertson family broke a contract that called for them to promote Chinook's ice tea drink inspired by Uncle Si, who drinks from a bottomless cup of ice tea on the show, the report related. As a result, sales haven't been great for the beverage, which was unveiled last year at a Nascar race near Dallas, the report further related. Prospect, Kentucky-based Chinook USA, LLC, sought protection under Chapter 11 of the Bankruptcy Code on Jan. 9, 2015 (Bankr. W.D. Ky., Case No. 15-30057). The case is assigned to Judge Alan C. Stout. The Debtor's counsel is David M. Cantor, Esq., at Seiller Waterman LLC, in Louisville, Kentucky. CORINTHIAN COLLEGES: Court Signs Plan Confirmation Order -------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware, on Aug. 28, issued an order confirming Corinthian Colleges, Inc., et al.'s Third Amended and Modified Combined Disclosure Statement and Chapter 11 Plan of Liquidation. According to Mark D. Collins, Esq., Richards, Layton & Finger, P.A., in Wilmington, Delaware, following the filing of the Plan, the Debtors made a further revision thereto at the request of the Attorney General's Office for the State of California. The changes incorporated into the Revised Plan do not require changes proposed confirmation order, which has been circulated to and accepted by counsel to the Administrative Agent, counsel to the Official Committee of Unsecured Creditors, counsel to the Official Committee of Student Creditors, and counsel to the WARN Claimants. The Combined Plan incorporates a compromise between the Debtors, the Official Committee of Unsecured Creditors, the Student Committee and the Prepetition Secured Parties as to the Distribution of the Debtors' assets already liquidated or to be liquidated over time to the Holders of Allowed Claims in accordance with the terms of the Combined Plan and Disclosure Statement and the priority of claims provisions of the Bankruptcy Code. The Combined Plan provides for the Prepetition Secured Parties to release any liens they may otherwise have upon, and forgo any recoveries from, the Student Refund Reserve, thereby enabling the Debtors to transfer their rights and interest in those funds (in the approximate amount of $4.3 million) to the Student Trust. A full-text copy of the Plan Confirmation Order is available at http://bankrupt.com/misc/CCIplanord0828.pdf About Corinthian Colleges Corinthian Colleges, Inc., Pegasus Education, Inc., and 23 affiliated entities filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 15-10952) on May 4, 2015, to complete an orderly wind down of its operations. The cases are jointly administered Case No. 15-10952. Judge Kevin J. Carey presides over the case. Richards, Layton & Finger, P.A., represents the Debtors in their restructuring efforts; FTI Consulting, Inc., serves as restructuring advisors; and Rust Consulting/Omni Bankruptcy serves as claims and noticing agent. Corinthian Colleges, Inc., disclosed $721,596,789 in assets and $2,929,448,278 in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 3 appointed five creditors to serve on the official committee of unsecured creditors. CRP-2 HOLDINGS: U.S. Bank Objects to Cash Collateral Use -------------------------------------------------------- CRP-2 Holdings AA, L.P., filed with the U.S. Bankruptcy Court for the Northern District of Illinois a motion to use cash collateral. The Debtor also sought approval to grant adequate protection and the provision of security and other relief to lender U.S. Bank, National Association, in its capacity as trustee for the registered holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-LDP9, Commercial Mortgage Pass-Through Certificates, Series 2006-LDP9, by and through CW Capital Asset Management LLC, solely in its capacity as Special Servicer. U.S. Bank objected to the Debtor's Motion. On behalf of U.S. Bank, Faye B. Feinstein, Esq., at Quarles & Brady, in Chicago, Illinois, contends that the Debtor is requesting authority to use an unlimited amount of the Trust's Cash Collateral to pay all of the administrative expenses of the Bankruptcy Case, but has not proposed any legitimate adequate protection to allow for such use. She further contends that the Debtor's offer of replacement liens in non-existent unencumbered collateral, junior liens in collateral that is already fully encumbered by the Trust's senior liens, and an unsecured Section 507 priority claim that is subordinate to an unlimited carve-out, does not provide any adequate protection to the Trust and does not provide the Trust with any new or additional collateral. Ms. Feinstein tells the Court that the continued operations of the Properties do not provide adequate protection for the use of Rents to pay administrative expenses. She relates that the Trust is willing to consent to the limited use of Cash Collateral to pay the reasonable and necessary operating expenses of the Property subject to the Trust's agreement to the terms for such use, an agreed-upon budget and adequate protection payments. She further relates that the Trust does not consent to the use of its Cash Collateral to pay any of the administrative expenses of this Bankruptcy Case. Ms. Feinstein adds that the Debtor may have already misused Rents to provide a retainer of $316,277.50 to its counsel. She says that to the extent that the Retainer was funded by Rents, the Debtor's counsel should be required to disgorge the Retainer. * * * Judge Donald R. Cassling has entered an interim order authorizing CRP-2 Holdings to use cash collateral up to Aug. 25, 2015. A hearing was scheduled for Aug. 25 to consider approval of the Debtor's further use of cash collateral. On Aug. 24, 2015, the Debtor gave notice that it had filed its Proposed Budget for Use of Cash Collateral for Sept. 1, 2015 through Dec. 31, 2015. CRP-2 Holdings' attorneys can be reached at: Joseph D. Frank, Esq. Frances Gecker, Esq. Reed Heiligman, Esq. FRANK GECKER LLP 325 North LaSalle Street, Suite 625 Chicago, IL 60654 Telephone: (312)276-1400 Facsimile: (312)276-0035 E-mail: jfrank@fgllp.com fgecker@fgllp.com rheiligman@fgllp.com U.S. Bank is represented by: Gregory A. Cross, Esq. Frederick W. H. Carter, Esq. Catherine Guastello Allen, Esq. VENABLE LLP 750 East Pratt Street, Ste. 900 Baltimore, MD 21202 Telephone: (410)244-7446 Facsimile: (410)2440-7742 E-mail: gacross@venable.com fwhcarter@venable.com cgallen@venable.com - and - Faye B. Feinstein, Esq. QUARLES & BRADY 300 N. LaSalle Street, Ste. 4000 Chicago, IL 60654 Telephone: (312)715-5000 Facsimile: (312)715-5155 E-mail: faye.feinstein@quarles.com About CRP-2 Holdings CRP-2 Holdings AA, L.P., a Delaware limited partnership that was formed in May of 2006 for the primary purpose of acquiring and managing real property, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 15-24683) on July 21, 2015. Neil Waisnor signed the petition as vice president. FrankGecker LLP serves as the Debtor's counsel. Judge Donald R Cassling is assigned to the case. The Debtor estimated assets and liabilities of at least $100 million. EDISON MISSION: Trust Board of Trustees Approves Cash Distribution ------------------------------------------------------------------ EME Reorganization Trust on Aug. 31 disclosed that its board of managing trustees has approved a net cash distribution of $0.00515 per beneficial interest. The distribution will be paid on September 24, 2015 to all record holders of beneficial interests as of the close of business on September 14, 2015. Immediately prior to the distribution, there will be 3,853,697,304 issued and outstanding beneficial interests of the Trust. Record Date: September 14, 2015 Payment Date: September 24, 2015 Net Distribution Amount: $0.00515 per beneficial interest The distribution is being made out of (a) funds released from the disputed claims reserve as a result of (i) the resolution of claims asserted by General Electric Railcar Services Corporation, the Illinois Department of Revenue, Cargo Carriers and the Chicago Bears Football Club and (ii) a reduction in the amount of the claim asserted by Liberty Mutual Insurance Company and (b) cash receipts related to Edison Mission Finance Company's intercompany claim against EME Homer City Generation LP. The gross amount of the distribution will be approximately $23.3 million. After taking into account certain fees payable to Bluescape Advisors LLC, which were previously approved by the Bankruptcy Court, the net distribution to holders of beneficial interests will be approximately $19.8 million. EME Reorganization Trust was formed in connection with the confirmation and consummation of the Third Amended Joint Chapter 11 Plan of Reorganization (with Technical Modifications) for Edison Mission Energy and certain of its subsidiaries (the Plan). The Plan became effective on April 1, 2014. The primary purpose of the EME Reorganization Trust is to resolve claims, liquidate remaining assets and make distributions as appropriate to holders of its beneficial interests. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors, other than Camino Energy Company, are also represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer, Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in New York. Debtor Camino Energy Company is represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at McDonald Hopkins LLC, in Chicago, Illinois. Perella Weinberg Partners is acting as the Debtors' financial advisor and McKinsey & Company Recovery and Transformation Services is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at Perkins Coie LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME's Joint Plan of Reorganization was confirmed on March 11, 2014. The Plan provides for: (a) the sale to NRG Energy, Inc. and NRG Energy Holdings, Inc. of substantially all of EME's assets for approximately $2.635 billion, subject to certain adjustments provided in the Acquisition Agreement, and assumption of so-called PoJo Leases, as modified; (b) a settlement with Edison International -- EIX -- and certain EME noteholders pursuant to which EME will emerge from bankruptcy free of liabilities but will remain an indirect wholly-owned subsidiary of EIX; and (c) the transfer of substantially all remaining assets and liabilities of EME that are not otherwise discharged in the bankruptcy or transferred to NRG to the Reorganization Trust. Once consummated, the Plan will result in recoveries of over 80% for holders of unsecured claims against EME and payment in full in cash of claims against EME's subsidiaries. The Plan was declared effective on April 1, 2014. EDUCATION STATION: Case Summary & 7 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Education Station, LLC 712 Main Street Lavon, TX 75166 Case No.: 15-41551 Chapter 11 Petition Date: August 28, 2015 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 Email: joyce@joycelindauer.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gary Ritchie, general manager and director. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb15-41551.pdf EXCEL TRUST: Fitch Withdraws 'BB' Preferred Stock Rating -------------------------------------------------------- Fitch Ratings has withdrawn the existing ratings for Excel Trust, Inc. and its operating partnership Excel Trust, L.P. (collectively, Excel) following its completed acquisition by an affiliate of Blackstone Property Partners, L.P. KEY RATING DRIVERS The ratings withdrawal reflects that Excel's rated obligations were pre-funded, repaid early or cancelled. KEY ASSUMPTIONS -- Fitch will not have access to sufficient information to rate the issuer going forward. RATING SENSITIVITIES Not applicable. LIQUIDITY Not applicable. FULL LIST OF RATING ACTIONS The following ratings have been withdrawn: Excel Trust, Inc. -- Issuer Default Rating (IDR) 'BBB-'; Rating Watch Negative; -- Preferred stock 'BB'. Excel Trust, L.P. -- IDR 'BBB-'; Rating Watch Negative; -- Senior unsecured notes 'BBB-'; -- Unsecured revolving credit facility 'BBB-'. FOCUS LEARNING: Fitch Cuts 2011A&B Rev. Bonds Rating to 'BB-' ------------------------------------------------------------- Fitch Ratings has downgraded to 'BB-' from 'BB+' approximately $9.19 million of education revenue bonds, series 2011A&B issued by the Beasley Higher Education Finance Corporation on behalf of FOCUS Learning Academy, TX (Focus). Fitch has also placed the bonds on Rating Watch Negative. SECURITY The revenue bonds are secured by a pledge of Focus' gross revenues, a cash-funded debt service reserve and a mortgage on property and facilities. KEY RATING DRIVERS PRESSURED ACADEMIC PERFORMANCE: The Rating Watch Negative is driven by Focus' two consecutive years of academic designations from the state of 'Improvement Required (IR)'. Under state law, the state has no option but to revoke a charter if the IR designation is made for three consecutive years. The academy is appealing the 2014/2015 academic year designation. GROWING BUT CHALLENGED ENROLLMENT: The rating downgrade to 'BB-' is driven by the challenges of maintaining the increased fall 2015 enrollment and academic performance risk. While Focus' enrollment grew in fiscal 2015, and to date in fiscal 2016, that growth challenged facility capacity. Importantly, new charter students that were not included in the 2014-2015 state accountability rating will be included in the 2015/2016 state rating, increasing the challenge to improve Focus' academic performance. FINANCIAL METRICS IMPROVE: Fiscal 2014 financial operations generated a modest operating surplus, resulting in 1.8x vs. the prior year's debt service coverage violation. Based on nine-month interims and management estimates, operations for the fiscal year ending Aug. 31, 2015 are expected to be slimmer but again meet bond covenants. Balance sheet metrics remain slim, which is typical of Fitch's charter school rating portfolio. GOVERNANCE LACKS INDEPENDENCE: There is overlap between Focus' board of directors and day to day administration, thereby weakening the independent oversight mechanism. RATING SENSITIVITIES STRESSED ACADEMIC PERFORMANCE: Should Focus Learning Academy not improve academic performance, thereby triggering charter revocation by the state, the rating will be downgraded to reflect the increased risk of default. STANDARD SECTOR CONCERNS: A modest financial cushion, substantial reliance on state per pupil funding, and charter renewal risk are credit concerns common in all charter school transactions that, if pressured, could impact the rating over time. STABILIZED ENROLLMENT: Stabilized enrollment, strong expense management focused on academic achievement, conservative operating budgets, and consistently balanced operating results are needed to maintain the 'BB-' rating long-term. DEBT CAPACITY: Fitch views Focus as having no additional debt capacity at this time. CREDIT PROFILE Located in Dallas, TX, Focus is a K-12 charter school that received its first charter in 1998 and started with an initial enrollment of 177 students in grades K-6. The academy's instructional program includes a multi-sensory approach to education, which results in specialized curricula for 'learning different' students. This cohort currently makes up approximately 20% of the student body. Focus ended fiscal 2015 with 941 students, up from 844 at the end of fiscal 2014. Much of this increase came from mid-year transfers (about 57 high school students) from an area charter school that closed. However, management reports that these transfers resulted in significant administrative and academic stress during the 2014-2015 academic year. Preliminary enrollment for fall 2015 is about 1,150 students, another increase, which brings Focus closer to its reported facility capacity of 1,175 students. Enrollment stabilization at the fall 2015 enrollment level will be required to support debt and lease obligations Due to fall 2015 enrollment increases, Focus entered into an $830,000 capital lease in June 2015 to provide 12 classrooms with three modular/temporary buildings. Those buildings are not expected to be completed until early 2016, and Focus management has temporarily converted its athletic center to an instructional Center. ACADEMIC PERFORMANCE The Texas Education Agency assigned Focus an 'improvement required (IR)' accountability rating for two consecutive years, academic year 2013/2014, and 2014/2015. Under state law, the state must revoke a charter if the IR designation is made for three consecutive years. The academy is appealing the 2014/2015 academic year designation, which outcome is uncertain; results of the appeal should be known in calendar 2015. Given state law regarding academic performance and charter status, academic performance issues, unless rapidly improved, will likely drive the rating. Management reported that it had expected to meet state performance targets in 2014-2015 but did not due to acceptance of mid-year transfer students. New students were not included in the prior accountability rating, but will for the 2015-2016 academic year. BUDGETED ENROLLMENT TARGETS Focus' fiscal 2015 budget reflects the initial enrollment of about 1,150 students (up from 871 students budgeted in fall 2014). At this time, the fiscal 2016 budget assumptions appear to match actual enrollment, and the preliminary budget is balanced; enrollment assumptions also matched actuals in fiscal years 2015 and 2014. In previous years, Focus used less conservative budget and enrollment assumptions, which resulted in failure to meet debt service covenants in fiscal 2013. Fitch views the academy's ability to monitor and manage operating expenses during the fiscal year as critical to achieving operating balance. OPERATIONS IMPROVED Focus' operating revenues remain highly reliant on state per-pupil funding, as is the case with most charter schools. State funding was 82% of operating revenue in fiscal 2014. Positively, in recent years there have been slight annual improvements in state per-pupil funding. Academy operations improved significantly for the fiscal year ended Aug. 31, 2014, primarily due to expense controls. An operating surplus of $366,000 (4% operating margin) resulted in 1.8x debt service coverage, which met bond covenants (at least 1.1x is required). For fiscal 2015, based on unaudited nine-month interim statements and management estimates, the margin is expected to be somewhat slimmer, but still meet bond covenants. Focus' operating margins were a slim 0.4% in fiscal 2012 and negative 4.7% in fiscal 2013. WEAK LIQUIDITY Available funds improved slightly to $1.2 million at fiscal year-end 2014, still a weak 13.7% of operating expenses ($8.7 million) and 12.4% of outstanding debt ($9.7 million at that time). The pro forma debt ratio, including the recent $830,000 capital lease, weakens slightly to about 11.7%. Fitch views these financial cushion ratios as low. Focus' ratio of long-term debt to net income available, which measures years of debt-financed cash flow, improved slightly to 6.6x in FY14 from 14.7x in FY13, although still reflecting operational weakness. Focus' FY14 debt burden (MADS as a percent of operating revenue) of 8.9% is moderately high but more favorable than most Fitch rated charter schools. On a pro forma basis, including capital lease debt service, the debt burden increases only moderately to 10.4% based on fiscal 2014 revenue. Annual bond debt service obligations are approximately level through final maturity in 2041; the capital lease structure is level with a 10-year term. NO ADDITIONAL DEBT CAPACITY Focus has long-term plans for facility expansion, assuming enrollment growth. Fitch views the recent capital lease as manageable, but has significant concerns regarding any additional debt until academic rankings are stabilized, as well as enrollment. At this time Fitch views Focus as having no new debt capacity. GIBSON ENERGY: S&P Revises Outlook to Stable & Affirms 'BB' CCR --------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its outlook on Gibson Energy ULC to stable from positive. At the same time, Standard & Poor's affirmed its ratings, including its 'BB' long-term corporate credit rating, on Gibson. "We base the outlook revision on weakened forecast financial metrics, given current commodity prices that are affecting oil and gas customers, combined with the company's heavy capital program over the next couple of years," said Standard & Poor's credit analyst Gerry Hannochko. Gibson is experiencing lower-than-expected revenue growth in the wake of the low oil prices. S&P's forecast financial metrics are now lower, with funds from operations (FFO)-to-debt to remain at 20%-25% over the next two years as the company expands its terminal and pipeline segment. S&P had based the positive outlook on the assumption that Gibson would maintain FFO-to-debt at 28%-31% while strengthening its business risk profile. S&P continues to expect improvement in the business risk profile, with the company's plans to expand its Hardisty terminal with storage and rail facilities, which would add contracted stable cash flows to its EBITDA mix. S&P expects the EBITDA contribution from Gibson's terminals and pipelines segment to make up approximately 35% of EBITDA from the current 24% in the next two years. While S&P continues to expect the business risk profile to improve, the financial risk profile has deteriorated, leading the outlook revision. S&P assesses Gibson's business risk profile as "fair," based on the company's mix of midstream businesses and the higher-risk oilfield services businesses, and the contractual profiles of these segments. Competitive pressures and economic conditions can affect the company's various segments, including its truck transportation, natural gas liquids and propane marketing and distribution, and environmental services segments. The marketing segment's profitability is not as stable because it largely depends on highly volatile and unpredictable crude differentials. In S&P's view, Gibson's integrated business model is a strength that allows opportunities to cross-sell and improve margins across its segments. S&P expects contractedness within the terminals and pipelines segment to improve as the new projects change the segment's contractual profile with take-or-pay, medium-term contracts making up 25%-30% of the revenue stream. Increase in fee-for-service arrangements reduces commodity exposures and the improving contractual profiles with investment-grade counterparties helps reduce counterparty risk. S&P assesses Gibson's financial risk profile as significant, with both debt to EBITDA and FFO to debt near the low to mid end of its "significant" financial risk profile range. S&P forecasts financial metrics to remain in the "significant" category, with FFO-to-debt at 20%-25% over the next two years, and for the dividend policy as a proportion of discretionary cash flow to be consistent. S&P's earlier expectations included FFO-to-debt of 28%-31%, at the cusp of "intermediate" and "significant" financial risk profiles. While S&P expects capital expenditures to be higher than historical levels, most projects have medium-term contracted and fee-for-service revenue streams, moderating overall cash flow volatility and supporting an improving business risk profile. The stable outlook reflects Standard & Poor's view that Gibson will continue to expand the more stable terminals and pipeline segment such that the overall contribution will increase to more than 30% of consolidated EBITDA in the next two years from the current 24%. In addition, the outlook reflects S&P's assessment of the company's commitment to stable financial metrics as it increases its growth capital spending. A downgrade could occur if debt-to-EBITDA deteriorates and stays above 3.5x, or if the company embarks on more aggressive financing of growth and acquisition initiatives. S&P could upgrade Gibson if the financial risk profile improves to "intermediate" from "significant," which could occur if forecast debt-to-EBITDA stays at about 2.5x and FFO-to-debt above 30%. GREIF INC: Moody's Lowers CFR to Ba2 & Revises Outlook to Negative ------------------------------------------------------------------ Moody's Investors Service downgraded the Corporate Family Rating of Greif, Inc. to Ba2 from Ba1. Additional instrument ratings are detailed. Moody's also revised the ratings outlook to negative from stable. Moody's took these rating actions: Greif, Inc.: -- Downgraded Corporate Family Rating to Ba2 from Ba1 -- Downgraded Probability of Default Rating to Ba2-PD from Ba1-PD -- Downgraded $250 million 7.75% senior unsecured notes due August 2019 to Ba3, LGD5 from Ba2, LGD5 -- Downgraded $300 million 6.75% senior unsecured notes due February 2017 to Ba3, LGD5 from Ba2, LGD5 -- Affirmed Speculative Grade Liquidity Rating SGL-2 Greif Luxembourg Finance SCA: -- Downgraded EUR200 million 7.375% senior unsecured notes due July 2021 to Ba3, LGD5 from Ba2, LGD5 The ratings outlook is revised to negative from stable. RATINGS RATIONALE The downgrade primarily reflects the deterioration in free cash flow to debt over the last 12 months, the continued weak EBIT margin and the challenging operating and competitive environment. Greif has not met projected expectations and is not expected to improve metrics to a level commensurate with the Ba1 rating category over the horizon. While most of the company's credit metrics deteriorated over the last 12 months, free cash flow to debt and the EBIT margin are especially weak for the rating category. Leverage and interest coverage remain within the rating category. Free cash flow was largely depressed by Greif's failure to cut the dividend payment as operating results deteriorated. The company has been negatively impacted by economic weakness, operational inefficiencies and competition. Operating results were also negatively impacted by restructuring costs, divestitures and currencies. Greif was also negatively impacted by a reduction in shipping related to the decline in oil prices and various onetime items including the disruption of operations in the company's plant in Turkey. While some improvement in operating results is expected over the next 12 to 18 months as the company benefits from various completed and ongoing initiatives in its transformation plan, the improvement is not expected to be sufficient to maintain the Ba1 corporate family rating. The ratings outlook is revised to negative. The negative rating outlook reflects an expectation that Greif will be challenged to improve its weak free cash flow to debt and EBIT margin to a level commensurate with the Ba2 rating category over the next 12 to 18 months. The company's ambitious transformation plan leaves little room for negative variance and the operating and competitive environment is expected to remain challenging over the horizon. The rating could be downgraded if there is a deterioration in credit metrics or the operating and competitive environment or a large debt-financed acquisition. Specifically, the rating could be downgraded if free cash flow to debt fails to improve to over 7.5%, the EBIT margin fails to improve to over 11%, debt to EBITDA increases to over 4.25 times, and/or EBIT to interest remains below 3.5 times. The rating could be upgraded if the company sustainably improves credit metrics with the context of a stable operating and competitive environment. Specifically, the rating could be upgraded if Greif improves free cash flow to debt to at least 9%, the EBIT margin improves to at least 13%, debt to EBITDA remains below 3.5 times, and/or EBIT to interest improves to at over 3.5 times. The principal methodology used in these ratings was Global Packaging Manufacturers: Metal, Glass, and Plastic Containers published in June 2009. Greif, Inc., headquartered in Delaware, Ohio, is one of the leading global industrial packaging products and services companies. Greif produces steel, plastic, fiber and corrugated and multi-wall containers for a wide range of industries. Greif also provides services, such as container lifecycle management and blending, produces containerboard and manages timber properties in North America. For the 12 months ended April 30, 2015, the company generated almost $4.0 billion in revenue. GROWER'S ORGANIC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Grower's Organic, LLC dba GO Transportation 6400 Broadway, Unit 11 Denver, CO 80221 Case No.: 15-19683 Chapter 11 Petition Date: August 28, 2015 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Elizabeth E. Brown Debtor's Counsel: Lee M. Kutner, Esq. KUTNER BRINEN GARBER, P.C. 1660 Lincoln St., Ste. 1850 Denver, CO 80264 Tel: 303-832-2400 Email: lmk@kutnerlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Brian Freeman, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cob15-19683.pdf GT ADVANCED: Opposes 'Rehashed' Equity Committee Motion ------------------------------------------------------- GT Advanced Technologies Inc. is opposing a motion filed in bankruptcy court by an ad hoc group of shareholders for an order directing the appointment of an official committee of equity holders. The Debtors, in a preliminary objection to the motion of the 0.1682% shareholders, stated that the motion must be denied because the motion is a rehash of several earlier motions for the appointment of an equity committee in the chapter 11 cases. In the alternative, the Debtors requested that the Court schedule a status conference to establish an appropriate and limited discovery, objection and hearing schedule. The Debtors added that any consideration of the motion must be in the context of the fact that the Court has previously denied requests for the appointment of an equity committee in the cases four times. The Official Committee of Unsecured Credit and certain unaffiliated holders of the 3% Convertible Senior Notes due 2017 and 3% Convertible Senior Notes due 2020 issued by GT Advanced Technologies Inc. joined in the Debtors' preliminary objection. The Motion As reported in the Troubled Company Reporter on Aug. 3, 2015, according to the Ad Hoc Committee, the Debtors have enjoyed the protection of the Bankruptcy Code for over nine months but have failed to make any material progress toward a reorganization or plan of liquidation. Jason A. Manekas, Esq., at Bernkopf Goodman LLP, in Boston, Massachusetts, asserted that there is significant evidence that the Debtors have undervalued certain material assets by a substantial amount. Using the reasonable assumptions in the Equity Valuation, the Ad Hoc Committee estimated that the midpoint of the fair market value of the GTAT Group assets is $1.548 billion with liabilities in the amount of $1.003 billion, with an approximate equity valuation of $545 million. Mr. Manekas explained that based on the absence of any progress in these cases and the proposed DIP financing, there is clearly no party protecting the interests of existing equity holders. The equity holders should be represented in these cases, which are currently being run solely for the benefit of the professionals and the existing Noteholders, added Mr. Menakas. About GT Advanced Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multiyear supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. GTAT has reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. The bankruptcy case is assigned to Judge Henry J. Boroff. GT ADVANCED: PCC Appeals DIP Financing Order -------------------------------------------- PC Connection Sales Corp., an administrative and unsecured creditor of debtors GT Advanced Technologies Inc., et al., took an appeal to the U.S. District Court for the District of New Hampshire from the order entered by the U.S. Bankruptcy Court on July 24, 2015, which granted the Debtors' motion for entry of final order, authorizing the Debtors to (i) obtain postpetition financing; (ii) granting liens and superpriority claims; and (iii) authorizing the Debtors to pay out option premium and expenses in connection with postpetition financing commitment. As reported in the Troubled Company Reporter on Aug. 19, 2015, the Court authorized the Debtors to: a) obtain postpetition financing consisting of a senior secured superpriority term loan facility in an aggregate principal amount of up to $95,000,000; b) enter into a Senior Secured Superpriority Debtor In Possession Credit Agreement with Cantor Fitzgerald Securities, as administrative agent and collateral agent and the lenders party thereto; c) grant valid, enforceable, non-avoidable and fully perfected first priority priming liens on and senior security interests in all of the property, assets and other interests in property and assets of each of the Loan Parties and all other property of the estate, subject to carve out on certain expenses; and d) grant superpriority administrative expense claims to the DIP Lenders over any and all administrative expenses of an authorization to pay the Put Option Premium, the Extension Put Option Premium, and the Expenses in accordance with the terms of the Second Amended and Restated Commitment Letter dated July 2, 2015. The Court also approved the information sharing obligations and the indemnity under the second amended and restated commitment letter. The Debtors would use the financing to, among other things: (i) permit the orderly continuation of their businesses; (ii) maintain business relationships with vendors, suppliers, carriers, and customers of the Debtors; and (iii) pay the costs of administration of their estates and satisfy other working capital and general corporate purposes of the Debtors. Certain parties filed with the Bankruptcy Court objections to the Motion. In its objection, PC Connection Sales Corp., being the holder of a 503(b)(9) claim and other claims against the Debtors and a party-in-interest, objected to the entry of the order noting that the Court expressed its unwillingness to grant the lenders a lien on the Debtors' Chapter 5 actions, but the circulated order grants the lenders a super-priority claim, which is the functional equivalent of a lien in the context of the case since no other lender will have an interest senior to that created by the superpriority claim as the U.S. Trustee correctly pointed out in its statement. PCC has objected to the Debtors' motion stating that the Debtors have no discernible plan of reorganization. The Debtors justified the settlement of the Apple litigation despite all of their rhetoric because they received the right to sell the Apple furnaces and keep part of the proceeds. Notably, the Debtors admit that they have not sold a single furnace. PC Connection Sales is represented by: William S. Gannon, Esq. WILLIAM S. GANNON PLLC 889 Elm Street, 4th Floor Manchester, NH 03101 Tel: (603) 621-0833 Fax: (603) 621-0830 Principal Terms of the DIP Facility Agent: Cantor Fitzgerald Securities Lenders: Each entity is a holder of GT's 3.00% Senior Convertible Notes due 2017 and 3.00% Senior Convertible Notes due 2020 Type, Amount and Maturity A term loan facility in the aggregate principal amount of $95 million withan original issue discount of 97% The DIP Facility will mature and will be paid in full in cash on the maturity date, which is the earliest to occur of (i) the 12 month anniversary of the closing date, (ii) the Effective Date of a chapter 11 plan for the reorganization of any Debtor, and (iii) the acceleration of the DIP Loans. Interest Rate: 9.5% per annum payable monthly in cash; 1.625% per annum payable in kind. About GT Advanced Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multiyear supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. GTAT has reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. The bankruptcy case is assigned to Judge Henry J. Boroff. GT ADVANCED: To Reduce Global Headcount as Part of Restructuring ---------------------------------------------------------------- GT Advanced Technologies Inc. on Aug. 31 disclosed that it is reducing global headcount and lowering its operating expenses as part of its ongoing restructuring. In July, the company announced it had secured a $95 million debtor-in-possession term loan facility, and is now taking steps it believes are necessary to align its cost structure with its revised business plan being developed to allow the company to successfully emerge from Chapter 11 in the first quarter of 2016. The revised business plan's foundation will be centered on the breadth of the company's core technologies and product offerings, including its ASF(R) sapphire equipment business, its traditional polysilicon and DSS solar PV business, the commercialization of the Merlin(TM) cell interconnect technology and its specialty sapphire materials business. In addition to its ASF equipment sales efforts, the company is taking steps to ensure that its solar PV product offerings are ready to capitalize on new demand from customers as the solar capital equipment business returns to growth over the next two years. Additionally, the company is looking at its other businesses to assess their strategic importance to the company's operations once it emerges from Chapter 11. The action impacts all locations and functions of the company's global business operations and is expected to reduce headcount and related operating expenses by approximately 40 percent. About GT Advanced Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multiyear supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. GTAT has reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. The bankruptcy case is assigned to Judge Henry J. Boroff. An ad hoc group of equity holders has sought appointment of an official equity holders committee. The group is represented by Jason A. Manekas, Esq., at BERNKOPF GOODMAN LLP; and David Barrack, Esq., and Christopher A. Ward, Esq., at POLSINELLI PC. GT ADVANCED: Winning Bidders in Online Auction Named ---------------------------------------------------- GT Advanced Technologies Inc., et al., filed with the U.S. Bankruptcy Court for the District of New Hampshire a first notice by auctioneer listing winning bidders and winning bids from an online auction conducted by Cunningham & Associates, Inc. A total of 1,321 items were sold at the auction, with a total invoice sale price of $2,395,408. The list is available for free at: http://bankrupt.com/misc/GTAdvanced_2172_1671_winningbids.pdf About GT Advanced Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multiyear supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. GTAT has reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. The bankruptcy case is assigned to Judge Henry J. Boroff. HALCON RESOURCES: S&P Lowers Corporate Credit Rating to 'SD' ------------------------------------------------------------ Standard & Poor's Ratings Services lowered its corporate credit rating on Oklahoma City-based Halcon Resource Corp. to 'SD' (selective default) from 'B-'. S&P also lowered the issue-level rating on the company's senior unsecured notes due 2020, 2021, and 2022 to 'D' from 'CCC'. The recovery rating on the senior unsecured notes remains '6', reflecting S&P's expectation of negligible (0% to 10%) recovery in the event of a conventional default. S&P affirmed the 'CCC+' issue-level rating on the company's senior secured second-lien notes due 2020. The recovery rating on the senior secured second-lien notes remains '5', reflecting S&P's expectation of modest (lower half of the 10% to 30% range) recovery in the event of a conventional default. In addition, S&P is assigning a 'CCC' issue-level rating to Halcon's proposed $1 billion senior secured third-lien note offering. The recovery rating on these notes is '6', reflecting S&P's expectation of negligible (0% to 10%) recovery in the event of default. "The downgrade follows Halcon's announcement that it reached an agreement with holders of portions of its senior unsecured notes to exchange the notes for new senior secured third-lien notes," said Standard & Poor's credit analyst Ben Tsocanos. "Noteholders agree to receive approximately $1 billion new secured notes for approximately $1.5 billion of existing unsecured notes," he added. S&P views the transaction as a distressed exchange because investors receive less than what was promised on the original securities. S&P also notes that the exchange reduces its approximately $3.65 billion of debt by about $500 million, improving financial leverage. S&P projects debt to EBITDA to be about 4.1x at the end of 2015 and reach 5.6x in 2016. S&P expects to review the corporate credit rating incorporating its assessment of the new capital structure and credit protection measures and review the issue-level ratings when S&P assess the likelihood of further debt exchanges as low. S&P's analysis will incorporate the company's improved liquidity position, while still taking into account the challenging operating environment and high, though improved, leverage. HOLY HILL: Court Okays Settlement Agreement With Carl J. Sohn ------------------------------------------------------------- The Hon. Julia W. Brand of the U.S. Bankruptcy Court for the Central District of California has approved Holy Hill Community Church's settlement agreement with the Law Offices of Carl J. Sohn. Under the settlement, Sohn is not entitled to any attorneys' fees or costs incurred defending the motion for court approval of the settlement and the agreement. Richard J. Laski, the Chapter 11 Trustee of the Debtor, will pay the reduced claim amount of Sohn within 10 days of entry of the Aug. 25, 2015 court order in full and satisfaction of Sohn's claims against the estate. As reported by the Troubled Company Reporter on May 28, 2015, the Chapter 11 Trustee asked the Court to approve the settlement agreement with Sohn. The compromise, according to the Chapter 11 Trustee's counsel, Andy S. Kong, Esq., at Arent Fox LLP, will resolve Sohn's secured claim, claim no. 10-1, in the amount of $1,303,804. The Compromise will also resolve any outstanding controversies relevant to the proof of claim and any and all claims and controversies between the parties. On June 1, 2015, Richard T. Baum, Esq., at the Law Offices of Richard T. Baum said on behalf of the Debtor that, among other things, the secured claim of Sohn was based upon a deed of trust executed by persons purportedly on behalf of the Debtor after they had been removed from control of the affairs of the Debtor by the Western California Presbytery, the religious body having jurisdiction over parish-members whose affairs were in conflict. "As such, there is no basis for concluding that Sohn has a claim secured by the Debtor's real property," Mr. Baum stated. He also denied that Sohn represented the Debtor, and insisted that the law firm rather represented parties who were ousted from control of the Debtor by the Western California Presbytery. On July 22, 2015, the Debtor said that evidence shows that the Chapter 11 Trustee wasn't fully informed about the facts and the defenses of the Debtor. "Being unaware of large billing amounts (249.9 hours in a month; 32 hours in a day) shows that the Trustee did not bring scrutiny to the pre-Feb. 21, 2014 billings," the Debtor stated. The Debtor asked the Court to deny the Chapter 11 Trustee's motions to approve the compromises with Parker Mills and Sohn. The Chapter 11 Trustee, according to the Debtor, failed to satisfy his burdens of showing that he was well apprised of the facts and contentions of the parties to the compromise, and that the compromise is within the range of reasonable when those facts and contentions are presented and the motions. On July 23, 2015, the Chapter 11 Trustee said in an omnibus reply to the Debtor's objections to the motion for approval of compromises with Park Mills and Sohn, saying that it is unclear if the Lee Law Offices and Mr. Baum had and has authority to file objections on behalf of the Debtor and that the objections should be overruled for lack of clear standing. About Holy Hill Holly Hill Community Church, aka Holy Hill Community Church, a protestant church in Los Angeles, filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014. In its Petition, Holly Hill, a California non-profit corporation incorporated for the purposes of conducting religious activities as a protestant Christian church, disclosed $35.4 million in total assets and $16.7 million in total liabilities. John Jenchun Suh, the pastor and CEO of the church, signed the bankruptcy petition. W. Dan Lee of the Lee Law Offices, in Los Angeles, is representing the Debtor as counsel. Judge Julia W. Brand presides over the case. Richard J. Laski has been appointed to serve as Chapter 11 trustee in the Debtor's case. The Trustee has tapped Arent Fox LLP to serve as his bankruptcy counsel, and Wilshire Partners of CA, LLC, as accountant. HOLY HILL: Court Okays Stipulation in Parker Mills Settlement ------------------------------------------------------------- The Hon. Julia W. Brand of the U.S. Bankruptcy Court for the Central District of California has approved the stipulation in settlement of objections of Holy Hill Community Church to the motion for approval of compromise between Richard Laski, as Chapter 11 Trustee, and secured creditor Parker Mills, LLP. Mr. Laski and the Debtor entered into a stipulation with Parker Mills, LLP, who, prior to the bankruptcy filing, acted as counsel to the Debtor in connection with certain prepetition litigation actions. In connection with the legal services, Parker Mills claimed to be a secured creditor both by virtue of the attorneys' lien granted to them under their retainer agreement with the Debtor and by virtue of the recording of a deed of trust against the Debtor's property -- a real property located at 1111 Sunset Boulevard, Los Angeles, California -- under which both Parker Mills and the Law Offices of Carl Sohn were the beneficiaries on account of their legal work performed for the Debtor. The Debtor disagrees with Parker Mills and Sohn's secured status in this bankruptcy case. As of the filing of the Debtor's bankruptcy case, Parker Mills asserted a claim for attorneys' fees in the amount of $883,195.21, and filed a proof of claim in this amount. The Prepetition Claim was disputed prior to the filing of the bankruptcy case and was disputed by the Chapter 11 Trustee after the filing of the bankruptcy case. The Chapter 11 Trustee decided after the filing of the bankruptcy case to sell the Property and toward that end employed a real estate broker who commenced the marketing process. Eventually, an offer subject to overbid was obtained for the Property and the Chapter 11 Trustee sought approval of sales procedures which would govern overbids for the Property and then noticed the sale of the Property before the Court. At the sale of the Property which took place before the Court, the eventual high and winning bid received and approved by the Court in the amount of $29.75 million. Following approval of the sale by the Court, the sale closed on Aug. 4, 2015. In connection with the sale, the Chapter 11 Trustee and Parker Mills negotiated prior to the sale hearing with regard to the attorneys' lien and the deed of trust held by them on the Property. In consideration of the sale and the need to provide for the lien and claim of Parker Mills on the Property, the Chapter 11 Trustee and Parker Mills entered into a stipulation to:(i) withdraw objections of Parker Mills and Sohn to the sale of the Property; and (ii) permit the sale free and clear of liens and claims of Parker Mills and Sohn with liens and claims to attach to sales proceeds. The sale of the Property closed and the disputed liens of Parker Mills attached to the sales proceeds. Those sales proceeds following the close of the sale are now being held by the Chapter 11 Trustee. That stipulation was approved by the Court on May 22, 2015. Under the compromise motion filed by the Chapter 11 Trustee on May 14, 2015, the Prepetition Claim of Parker Mills would be reduced by $77,899.46 to $805,295.75. Added to the Parker Mills compromised claim would be the sum of $82,565.54 on account of their attorneys' fees incurred post-petition, for a total of $887,861.29. The Debtor had objected to the compromise motion. After a July 30, 2015 hearing, the Debtor and Parker Mills conducted good faith negotiations aimed toward resolving the objection to the compromise motion, which culminated in an agreement by which Parker Mills would, in full satisfaction of its Prepetition Claim, accept that: (i) its compromised claim will be reduced by an addition $75,000 to $730,295.75; (ii) it will receive the sums of $82,565.54 on account of attorneys' fees as provided in the Compromise Motion for a total of $812,861.29; and (iii) it will receive an additional $9,765.00 related to its attorneys' fees incurred in responding to the objections to the compromise filed by the Debtor, bringing the total that will be paid to Parker Mills to $822,626.29; and (iv) the objections of the Debtor to the Parker Mills Compromise Motion will be withdrawn upon approval of the stipulation. As reported by the Troubled Company Reporter on May 28, 2015, Mr. Laski asked the Court to approve the Parker Mills settlement which will resolve Parker Mill's secured claim, claim no. 11-1, in the amount of $883,195. The Compromise will also resolve any outstanding controversies relevant to the Proof of Claim and any and all claims and controversies between the Parties. On June 1, 2015, the Debtor filed an objection to the compromise, saying that there is no basis for concluding that Parker Mills has a claim secured by the Debtor's real property, as the secured claim of Parker Mills was based upon a deed of trust executed by persons purportedly on behalf of the Debtor after they had been removed from control of the affairs of the Debtor by the Western California Presbytery, the religious body having jurisdiction over parish-members whose affairs were in conflict. The Debtor denied that it was represented by Parker Mills, and insisted that the law firm represented parties who were ousted from control of Holy Hill by the Western California Presbytery. According to the Debtor's objection, a conflict of interest arose during the representation of the Debtor as to disqualify Parker Mills from continued representation of the Debtor. On July 22, 2015, the Debtor said in a court filing that evidence showed that the Chapter 11 Trustee wasn't fully informed about the facts and the defenses of the Debtor. "Being unaware of large billing amounts (249.9 hours in a month; 32 hours in a day) shows that the Trustee did not bring scrutiny to the pre-Feb. 21, 2014 billings. Since neither he nor his counsel spoke with Dan Lee (Cho faction trial counsel), they were unaware of Sohn's ban from representing Holy Hill at trial. This raises the question whether Sohn's billings were properly tied to matter for which he was retained," the Debtor stated. The Debtor asked the Court to deny the Chapter 11 Trustee's motions to approve the compromises with Parker Mills and Sohn as the Chapter 11 Trustee failed to satisfy his burdens of showing that he was well apprised of the facts and contentions of the parties to the compromise, and that the compromise is within the range of reasonable when those facts and contentions are presented and the motions. On July 23, 2015, the Chapter 11 Trustee responded, saying that it is unclear if the Lee Law Offices and the Law Offices of Richard T. Baum had and have authority to file objections on behalf of the Debtor. A complaint in an adversary proceeding express states that the objections were not authorized by the Debtor and that Rev. Suh, the alleged chief executive officer of the Debtor "no longer authorizes W. Dan Lee to represent the Debtor." The Law Offices of Jaenam Coe PC, yet another purported attorney for a faction of the Debtor, filed an objection to the Lee Law Office's proof of claim. The Chapter 11 Trustee said that while Baum and Lee represent that the other Debtor factions support the objections, none of the factions have appeared in the proceeding on the motion or joined in the objections or supplement. The Chapter 11 Trustee asked that the objections should be overruled for lack of clear standing. About Holy Hill Holly Hill Community Church, aka Holy Hill Community Church, a protestant church in Los Angeles, filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014. In its Petition, Holly Hill, a California non-profit corporation incorporated for the purposes of conducting religious activities as a protestant Christian church, disclosed $35.4 million in total assets and $16.7 million in total liabilities. John Jenchun Suh, the pastor and CEO of the church, signed the bankruptcy petition. W. Dan Lee of the Lee Law Offices, in Los Angeles, is representing the Debtor as counsel. Judge Julia W. Brand presides over the case. Richard J. Laski has been appointed to serve as Chapter 11 trustee in the Debtor's case. The Trustee has tapped Arent Fox LLP to serve as his bankruptcy counsel, and Wilshire Partners of CA, LLC, as accountant. HOMCO REALTY: In Bankruptcy; Creditor's Meeting September 10 ------------------------------------------------------------ The bankruptcy of Homco Realty Fund (68) Limited Partnership occurred on Aug. 20, 2015, and the first meeting of creditors will be held on Sept. 10, 2015, at 9:30 a.m., at the office of the Superintendent of Bankruptcies located at Sun Like Building, 1155 Metcalfe Street, Suite 950 in Montreal, Quebec. Deloitte Inc. is the trustee in bankruptcy of the Company, and may be reached at: Deloitte Tower 1190 Avenue des Canadiens-de-Montreal, Suite 500 Montreal, QC H3B 0M7 Tel: 514-393-6592 Fax: 514-390-4103 HUTCHESON MEDICAL: To Shut Down Labor & Delivery Center Today ------------------------------------------------------------- Timesfreepress.com reports that Hutcheson Medical Center doctors will stop delivering babies on Sept. 1, 2015, after the Hospital's board of directors voted on Aug. 26, 2015, to shut down the Women's Center and Labor and Delivery Services and end the service because it cost too much money. Timesfreepress.com recalls that the Hospital's leaders had previously suspended services in 2013, and voted to reopen the Center in December 2014 in hopes of bringing more patients to the Hospital. According to the report, not enough people came to the Hospital to give birth this year. The report states that the Hospital's board also voted last week to "suspend" services at LaFayette Physicians Family Care on Sept. 1. The Hospital said in a news release said that the move was part of a new strategy to make more money. According to Timesfreepress.com, a hearing will be held this week to consider the U.S. Trustee's motion to dismiss the Hospital's Chapter 11 bankruptcy case. The U.S. Trustee claims in court documents that the Hospital has only continued to lose money and has failed to create a plan to reorganize. About Hutcheson Medical Center Hutcheson Medical Center, Inc., operates the 179-bed hospital and related ancillary facilities, including, without limitation, a skilled nursing home and an ambulatory surgery center, located in Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC leases the land and buildings that comprise the Medical Center from The Hospital Authority of Walker, Dade and Catoosa Counties. HMC and Hutcheson Medical Division, Inc., sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-42864) in Rome, Georgia, on Nov. 20, 2014. The cases are jointly administered under Case No. 14-42863. The cases have been assigned to the Honorable Paul W. Bonapfel. The Debtors are represented by Ashley Reynolds Ray, Esq., and J. Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta, Georgia. The Debtors' Chapter 11 Plan and Disclosure Statement are due March 20, 2015. HMC disclosed $32.8 million in assets and $52.9 million in liabilities as of the Chapter 11 filing. No request has been made for the appointment of a trustee or examiner. HYATT REALTY: Case Summary & 2 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Hyatt Realty LLC 18 Butler Street Brooklyn, NY 11231 Case No.: 15-43991 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: August 28, 2015 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Robert J. Musso, Esq. ROSENBERG MUSSO & WEINER LLP 26 Court Street, Suite 2211 Brooklyn, NY 11242 Tel: (718) 855-6840 Fax: (718) 625-1966 Email: rmwlaw@att.net Total Assets: $2.9 million Total Liabilities: $2.7 million The petition was signed by Vernon Blake Hyatt, general manager. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb15-43991.pdf IRISH BANK: District Court Affirms Ch. 15 Recognition Order ----------------------------------------------------------- The U.S. District Court for the District of Delaware affirmed the Bankruptcy Court's order dated Dec. 13, 2014, in the Chapter 15 case of Irish Bank Resolution Corporation Limited. The Clerk of Court is directed to close the case. The District Court concluded that the Bankruptcy Court did not err in granting recognition of the Irish Proceeding. On Aug. 26, 2013, Kieran Wallace and Eamonn Richardson, the duly appointed and authorized foreign representatives of Irish Bank filed a verified petition under Chapter 15 seeking recognition of an Irish liquidation proceeding relating to IBRC. On Sept. 13, 2015, John Flynn SR., et al., creditors of the Debtor filed an objection to the recognition. On Dec. 18, 2013, the Bankruptcy Court overruled the creditors objections and granted recognition of the verified petition as foreign main proceeding. On Jan. 29, 2014, the creditors filed a notice of appeal of the Court's Dec. 18, 2013 order. According to the District Court, among other things John Flynn, Sr., et al., pointed to no evidence to show that IBRC had a branch or agency in the United States as of Sept. 30, 2012. Appellants argued that because IBRC had branches in the U.S. as late as 2012, and telephone listings even later, IBRC comes within the statutory exclusion and is ineligible for Chapter 15 protection. The District Court ruled that this argument lack merit because, as the Bankruptcy Court held, the "plain language of the statue clearly indicates that the relevant time period to consider is the date of the filing of the Chapter 15 petition, not the debtor's 'entire operational history.'" Bkrcy. Ct. Op., 2014 WL 9953792, at *11(quoting Morning Mist Holdings Ltd. v. Krys (in re Fairfield Sentry Ltd), 714 F.3d 127, 133(2d Cir. 2013)). The District Court concludes that the Bankruptcy Court did not err in granting recognition of the Irish Proceeding as foreign main proceeding. A copy of the August 4, 2015 memorandum from the District Court is available for free at: http://bankrupt.com/misc/Irish_Bank_DC_Memo.pdf About Irish Bank Resolution Irish Bank Resolution Corp., the liquidation vehicle for what was once one of Ireland's largest banks, filed a Chapter 15 petition (Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect U.S. assets of the former Anglo Irish Bank Corp. from being seized by creditors. Irish Bank Resolution sought assistance from the U.S. court in liquidating Anglo Irish Bank Corp. and Irish Nationwide Building Society. The two banks failed and were merged into IBRC in July 2011. IBRC is tasked with winding them down and liquidating their assets. In February, when Irish lawmakers adopted the Irish Bank Resolution Corp., IBRC was placed into a special liquidation in the Irish High Court to complete liquidation and distribution of the two banks' assets. IBRC's principal asset as of June 2012 was a loan portfolio valued at some EUR25 billion (US$33.5 billion). About 70 percent of the loans were to Irish borrowers. Some 5 percent of the portfolio was under U.S. law, according to a court filing. Total liabilities in June 2012 were about EUR50 billion, according to a court filing. Most assets in the U.S. have been sold already. IBRC is involved in lawsuits in the U.S. IBRC was granted protection under Chapter 15 of the U.S. Bankruptcy Code in December 2013. Kieran Wallace and Eamonn Richardson of KPMG have been named the special liquidators. KHATTRA HOSPITALITY: Case Summary & 11 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Khattra Hospitality, LLC 5555 E. End Blvd. South Marshall, TX 75672 Case No.: 15-20137 Chapter 11 Petition Date: August 28, 2015 Court: United States Bankruptcy Court Eastern District of Texas (Marshall) Judge: Hon. Bill Parker Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 Email: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Charanjit Khattra, president. A list of the Debtor's 11 largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb15-20137.pdf LANCER FINANCE: Fitch Cuts Sr. Secured Notes Rating to 'D' ---------------------------------------------------------- Fitch Ratings downgrades the senior secured series 2010-1 notes issued by Lancer Finance Company Ltd to 'D' from 'C' following the recent missed payment of scheduled interest due in August 2015. The Recovery Estimate (RE) is revised to 'RE20' from 'RE100'. The outstanding balance of the notes is approximately $42 million. The notes currently benefit from a naval mortgage on the vessel S.C. Lancer, a dynamically positioned drilling unit that until April 2015 was operating on the offshore waters of Brazil. Initially, the notes were also backed by flows related to a long-term charter and services agreement signed with Petroleo Brasileiro S.A (Petrobras: 'BBB-'; Negative Outlook) for the use of this drillship. Schahin Engenharia S.A. was the operator of the drilling rig. KEY RATING DRIVERS Missed Scheduled Interest Payment: Lancer Finance Company failed to make the scheduled monthly interest payment due in August 2015. This follows the majority controlling party's opting to use the bulk of available reserve funds to partially prepay principal and interest. Outstanding Reserves: Current reserves consist of $2 million for any future legal expenses and fees and a $370,000 operations reserve account in the form of a letter of credit. Approximately $20 million of debt service reserves were used to reduce the overall debt outstanding from $62 million to approximately $42 million on July 20, 2015. RECOVERY ESTIMATES Fitch revised the notes' RE to 'RE20' from 'RE100', reflecting the reliance on the disposition of the asset as the majority of reserves have been depleted. It is an estimate of the potential cash flows generated by the liquidation of the assets under market conditions. Fitch assigns REs to all classes rated 'CCC' or below. REs are forward-looking, taking into account Fitch's expectations for principal repayments on a distressed structured finance security. REs do not reflect the potential recovery noteholders may get upon sale of the underlying vessels or potential restructuring of the notes. Offshore drillers have been facing softening market conditions due to decreased demand and a significant backlog of newbuilds. The more than 50% drop in oil prices has compounded the effects of the oversupply cycle, resulting in a decline in market dayrates of roughly 50% from pre-cycle levels and heightened pressure on utilization rates. Fitch continues to believe that medium-term demand will rebound and absorb newer high-quality assets that operate more efficiently. However, Fitch has seen that older assets of lesser capabilities are being scrapped, since stacking these units may be expensive and unjustifiable in current market conditions. While the S.C. Lancer could potentially be used in alternative markets meriting a higher value, Fitch is adjusting its RE to reflect its view that scrapping is the most likely recovery method. There have been several recent cases of rigs being scrapped worldwide. According to Fitch's estimates and considering the steel value of the rig at current prices plus the potential liquidation of spare parts such as risers, cranes and blow-out preventer (BOP), the agency has revised the notes' REs to 'RE20'. While the liquidation of the reserve accounts increased overall recovery proceeds and reduced the debt outstanding to $42 million, the remaining recovery prospects now completely rely on liquidation of the asset. Additionally, Fitch notes that the potential legal fees and complexities related to repossession and sale of the S.C. Lancer could discourage the noteholders from choosing to incur additional expenses to repossess and attempt to sell the asset. RATING SENSITIVITIES The 'D' rating will be withdrawn within 11 months of today's date. DUE DILIGENCE USAGE No third-party due diligence was provided or reviewed in relation to this rating action. LEVEL 3 COMMUNICATIONS: Fitch Hikes Issuer Default Rating to 'BB-' ------------------------------------------------------------------ Fitch Ratings has upgraded the Issuer Default Rating (IDR) assigned to Level 3 Communications, Inc. (LVLT) and its wholly owned subsidiary level 3 Financing, Inc. (Level 3 Financing) to 'BB-' from 'B+'. In addition, Fitch has upgraded specific issue ratings assigned to LVLT and affirmed issue ratings assigned to Level 3 Financing as outlined at the end of this release. LVLT had approximately $11 billion of consolidated debt outstanding on June 30, 2015. The rating action recognizes LVLT's strengthening financial and operating profile as the company completes the integration of tw telecom, Inc. (TWTC). The capture of further operating synergies, coupled with operating leverage inherent within its business model and anticipated changes in the company's revenue mix (i.e. the shift to higher-margin enterprise revenues) will fuel expected gross margin and EBITDA margin expansion during the ratings horizon. LVLT's credit profile continues to improve in line with Fitch's expectations as the company capitalizes on its on-going revenue mix transformation, growing high-margin core network services revenues, and the cost and revenue benefits associated with the TWTC acquisition. Fitch anticipates LVLT's credit profile will continue to strengthen over the ratings horizon as the company benefits from anticipated EBITDA growth, strong free cash flow (FCF) generation and modest debt reduction. KEY RATING DRIVERS Leverage on Target: LVLT remains committed to deleveraging to the low end of its target of between 3x to 5x net leverage. The enhanced scale and ability to generate meaningful FCF resulting from TWTC reinforces Fitch's expectation for further strengthening of LVLT's credit profile. Fitch foresees LVLT leverage will approach 4.2x by the end of 2015 and under 4x by year-end 2016 as the company clearly is operating within its 3x to 5x net leverage target. TWTC Acquisition Supports Strategy: The TWTC acquisition is in line with LVLT's strategy to shift its revenue and customer focus to become a predominately enterprise-focused entity. TWTC's strong metropolitan network supports LVLT's overall strategy. Synergies Fuel Margin Expansion: The integration of TWTC is LVLT's highest priority as an organization and the key integration and synergy assumptions the company disclosed when the transaction was announced remain unchanged. Since the transaction closed, Level 3 has achieved approximately $115 million of annualized run rate EBITDA synergies through the end of the second quarter 2015 (2Q15). LVLT indicates it remains on track to achieve 70% or $140 million of its annualized run-rate synergy target by the end of 1Q16. FCF Enhances Credit Profile: LVLT is poised to generate sustainable levels of FCF (defined as cash flow from operations less capital expenditures and dividends). Fitch believes the company's ability to grow high-margin core network services (CNS) revenues coupled with the strong operating leverage inherent in its operating profile position the company to generate consistent levels of FCF. Fitch anticipates LVLT FCF generation will exceed 10% of consolidated revenues by year-end 2016 on a pro forma basis. Revenue Mix Transformation Proceeding: LVLT's operating strategies are aimed at shifting its revenue and customer focus to become a predominantly enterprise-focused entity. LVLT's network capabilities, in particular its strong metropolitan network, along with a broad product and service portfolio emphasizing IP-based infrastructure and managed services provide the company with a solid base to grow its enterprise segment revenues. Strong Operating Leverage: The products and services LVLT sells combined with its strategy to sell services 'on net' enable the company to generate significant operating leverage. At scale, the services sold within this business segment generate 60% incremental EBITDA margins. From Fitch's perspective, the company must be successful in growing the CNS revenue base to improve its credit profile and generate FCF. Overall, Fitch's ratings incorporate LVLT's improving competitive position while acknowledging its smaller market share and lack of scale relative to larger and better capitalized market participants. The ratings for LVLT reflect the company's strong metropolitan network facilities position relative to alternative carriers, as well as the diversity of its customer base and service offering, and a relatively stable pricing environment for a significant portion of its service portfolio. Outside of material change to its financial strategy, ratings concerns center on event-driven merger and acquisition activity and the resultant increase in integration risks, and the sensitivity of the company's operating profile to the effects of a weaker economic outlook or a more competitive operating and pricing environment. Fitch expects that M&A activity will remain a key component of LVLT's overall growth strategy. M&A is expected to focus on building incremental network and product capabilities and building scale in Europe and Latin America. LVLT's enterprise segment continues to drive overall revenue growth within CNS. Fitch believes that revenue growth prospects within CNS stand to benefit from the transition among enterprise customers from legacy time division multiplexing (TDM) communications infrastructure to Ethernet or IP VPN infrastructure based in Internet protocol. In addition LVLT is positioned to benefit from favorable secular trends including explosive bandwidth demand growth (video), the growth in number of devices connected to the Internet, and the increasing globalization of enterprises. Revenues generated from enterprise customers accounted for approximately 71% of CNS revenues during the quarter ended June 30, 2015. From a regional perspective, North America CNS revenue represented 80% of total CNS revenue during 2Q15, up from approximately 77% during the same period last year. The key integration and synergy assumptions LVLT disclosed when the TWTC transaction was announced remain unchanged. Through the 2Q the company achieved $40 million of expected capital expenditure synergies and realized $115 million of annualized run-rate operating synergies. The operating cost synergies consist of $25 million on network access cost synergies and $90 million of operating expense synergies. Going forward the focus will be on achieving incremental network access cost synergies, as the company has achieved its $90 million of annualized run-rate operating expense synergies. From a timing perspective, LVLT expects to capture 70% of the run-rate operating cost synergies, or $140 million of its total synergy target by the end of 2Q16. Leverage and Financial Policy The focus of LVLT's capital structure strategy is to strengthen the company's overall credit profile and efficiently manage its maturity profile. LVLT remains committed to deleveraging to the low end of its target of between 3x and 5x on a net debt basis. The pace of further deleveraging will largely depend on the company's ability to capture anticipated cost synergies and capitalize on incremental EBITDA growth stemming from the positive operating momentum within LVLT's CNS segment. Total debt outstanding as of June 30, 2015 was approximately $11 billion, reflecting a modest 2.9% decline relative to the $11.4 billion of debt outstanding as of Dec. 31, 2014. LVLT's outstanding debt materially increased during 2014 to facilitate the tw telecom acquisition. LVLT's leverage as of the LTM period ended June 30, 2015 was 4.84x, marking an improvement from 5.98x, 5.17x, and 5.85x as of year-end 2014, 2013, 2012, respectively. Pro forma leverage, considering the tw telecom acquisition as of the same LTM was 4.6x (4.3x excluding transaction and integration costs) and is expected to decrease to 4.2x by year-end 2015 and dip below 4x by year-end 2016. KEY ASSUMPTIONS Fitch's key assumptions within our rating case include: -- LVLT continues to be successful in achieving anticipated cost synergies related to its acquisition of tw telecom. Specifically, to realize 70% of the $200 million run-rate annualized cost synergies within 18 months of the close of the TWTC acquisition. -- CNS revenue growth ranging between 2% and 3% during 2015 (relative to 2014 pro forma CNS revenues) driven by continued strong growth within the company's North American Enterprise segment. -- LVLT's network access margin (gross margin) ranging between 65% and 66% during 2015 and growing to over 67% by year-end 017. -- Capital expenditures will approximate 15% of consolidated revenues. -- FCF generation ranging between $600 million and $650 million during 2015, exceeding 10% and 12% during years ended 2016 and 2017, respectively. -- Debt levels are expected to remain relatively consistent and Fitch anticipates that LVLT will repay the floating-rate notes due 2018 ($300 million outstanding June 30, 2015) with available cash on hand. RATING SENSITIVITIES What Could Lead to a Positive Rating Action: Positive rating action would likely coincide with the expectation that Level 3 will maintain leverage at 3.5x or lower while consistently generating positive FCF with FCF/adjusted debt of 8% or greater. Additionally the company will need to demonstrate positive operating momentum characterized by consistent core network services revenue growth, gross margin expansion, no material delays in achieving anticipated cost synergies, and lack of a material erosion of revenue churn. What Could Lead to a Negative Rating Action: Negative rating actions are more likely to coincide with a perceived weakening of LVLT's operating profile, as signaled by deteriorating margins and revenue erosion brought on by difficult economic conditions or competitive pressure. Additionally, negative rating actions could result from discretionary management decisions including, but not limited to, execution of merger and acquisition activity that increases leverage beyond 5x in the absence of a credible deleveraging plan. LIQUIDITY LVLT reported $364 million of FCF generation during the LTM ended June 30, 2015. Based on public guidance, the company expects to generate FCF of $600 million to $650 million during 2015, which is in line with Fitch's expectations. Looking forward, FCF generation should accelerate as integration costs diminish and cost synergies materialize. Fitch anticipates LVLT FCF generation will exceed 10% of consolidated revenues by year-end 2016 on a pro forma basis. In addition to LVLT's positive operating momentum driving EBITDA growth, additional factors such as interest expense savings derived from capital market activities completed during 2014 and 1H15 and on-going operating cost optimization efforts position the company to grow FCF during the ratings horizon. Fitch believes that LVLT's liquidity position is adequate given the rating and that overall financial flexibility is enhanced with positive FCF generation. The company's liquidity position was primarily supported by cash carried on its balance sheet, which as of June 30, 2015 totaled approximately $469 million (net of the $80 million of cash held in Venezuelan bolivares by its Venezuelan subsidiary which Fitch views as restricted) and expected FCF generation. Importantly, there are no restrictions on the company's ability to repatriate foreign cash (other than the conversion and repatriation restrictions existing in Venezuela and Argentina) to fund domestic operations including debt service. The company does not maintain a revolver, which limits its financial flexibility in Fitch's opinion. LVLT's maturity profile is manageable within the context of FCF generation expectations and access to capital markets. The company does not have material scheduled maturities during the remainder of 2015, and the next scheduled maturity is not until 2018 when approximately $300 million of debt is scheduled to mature. FULL LIST OF RATING ACTIONS Fitch upgrades the following with a Stable Outlook: LVLT: -- IDR to 'BB-' from 'B+'; -- Senior unsecured notes to 'B+/RR5' from 'B/RR5'. Level 3 Financing, Inc.: -- IDR to 'BB-' from 'B+'; Fitch affirms the following ratings with a Stable Outlook: Level 3 Financing, Inc.: -- Senior secured term loan at 'BB+/RR1'; -- Senior unsecured notes at 'BB/RR2'. The Rating Outlook has been revised to Stable from Positive. LIFE PARTNERS: Dodges Plans Trustee Says Endanger Reorganization ---------------------------------------------------------------- Tiffany Kary, writing for Bloomberg News, reported that Life Partners Holdings Inc. won't have to entertain competing bids to reorganize its assets, which include stakes in life insurance policies with a face value of $2.4 billion, until September. According to the report, the bankrupt dealer of so-called "life settlements" can retain control of its Chapter 11 case for now, U.S. Bankruptcy Judge Russell Nelms ruled in Ft. Worth, Texas. The decision blocks parties seeking control of its assets from filing plans of their own, the report related. The company's bankruptcy trustee has warned that competing bids could derail any successful reorganization. About Life Partners Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc., has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. The case is assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP, was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee is represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). Life Partners is estimated to have $100 million to $500 million in assets and more than $1 billion in debt. LPI Financial estimated less than $50,000. LIVINGSTON INT'L: Moody's Lowers Corp. Family Rating to 'B3' ------------------------------------------------------------ Moody's Investors Service downgraded Livingston International Inc. corporate family rating to B3 from B2, probability of default rating to B3-PD from B2-PD, first lien credit facilities ratings to B2 from B1, and second lien term loan rating to Caa2 from Caa1. Moody's also assigned an SGL-3 speculative grade liquidity rating to Livingston. The ratings outlook remains stable. "The downgrade is driven by Livingston's elevated leverage of 8x currently, which is higher than we had expected, coupled with our forward view that this will improve only slightly towards 7x through the next 12 to 18 months" said Peter Adu, a Moody's analyst. Ratings Downgraded: Corporate Family Rating, to B3 from B2 Probability of Default Rating, to B3-PD from B2-PD C$125 million revolving credit facility due April 2018, to B2 (LGD3) from B1 (LGD3) US$250 million first lien term loan due April 2019, to B2 (LGD3) from B1 (LGD3) C$65 million first lien term loan due April 2019, to B2 (LGD3) from B1 (LGD3) US$115 million second lien term loan due April 2020, to Caa2 (LGD5) from Caa1 (LGD5) Rating Assigned: Speculative Grade Liquidity Rating, SGL-3 Outlook: Remains Stable RATINGS RATIONALE Livingston's B3 CFR primarily reflects its high leverage (adjusted Debt/EBITDA of about 8x as of LTM Q2/2015), relatively small size, and narrowly focused operation in a fragmented industry. The rating anticipates that modest EBITDA growth and debt repayment from free cash flow will enable leverage to be sustained around 7x through the next 12 to 18 months. The rating considers Livingston's strong market position in Canada, coupled with a good position in the US. Livingston has adequate liquidity (SGL-3), supported by cash of C$22 million at Q2/2015, annual free cash flow around $10 million, and about $25 million of availability under its C$125 million revolver assuming average usage of C$100 million in order to pay government remittances at the end of each month on behalf of customers. Revolver drawings are usually repaid by the middle of the following month after customers pay Livingston back. Mandatory debt repayments for the company are limited to term loan amortizations of $3 million annually until April 2018 when the revolver matures. Livingston has to comply with maximum leverage covenants under its first and second lien facilities and Moody's expects headroom (currently 12%) to tighten towards low single digits in 2016 as step downs occur. As Livingston relies extensively on its revolver to manage its operations, Moody's believes the company is likely to seek covenant relief from the banks in 2016 if the Canadian dollar depreciates further. Access to alternative liquidity from asset sales is limited because substantially all of the company's assets are pledged as collateral for its credit facilities. The stable outlook reflects Moody's expectation that despite headwinds from the depreciating Canadian dollar, Livingston will grow EBITDA modestly and direct some free cash flow towards debt repayment in order to maintain leverage around 7x through the next 12 to 18 months. Livingston's rating could be upgraded if it sustains adjusted Debt/EBITDA around 6x and EBITA/Interest above 2x. The rating could be downgraded if Livingston's liquidity position worsens likely due to negative free cash flow generation. Also, the rating could be downgraded if deterioration in revenue and earnings cause adjusted Debt/EBITDA to be sustained towards 8x and EBITA/Interest below 1x. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Livingston International Inc. is a pure-play customs broker in North America, with services including customs brokerage, global trade management, trade consulting, and international freight forwarding. Revenue for the twelve months ended June 30, 2015 was $405 million. Livingston is headquartered in Toronto, Ontario, Canada. LUCA INTERNATIONAL: Proposes SRR's Cross as CRO ----------------------------------------------- Luca International Group LLC, et al., filed with the U.S. Bankruptcy Court for the Southern District of Texas an application to employ Loretta Cross of Stout Risius Ross, Inc., as chief restructuring officer. In order to restore credibility to the operation, the Debtors, pursuant to various consents executed by manager Bingqing Yang, retained Ms. Cross as CRO of the Debtors with full authority to operate the Debtors. Ms. Cross has served in that capacity since July 16, 2015. The Debtors' decision to appoint a CRO is primarily due to their desire to have an independent professional engaged to manage Debtors' affairs. Ms. Cross' appointment as CRO is intended to provide the Court and Debtors' creditors with an independent party to manage and operate the affairs of Debtors under the auspices of the Court where Ms. Cross' primary fiduciary duties will be to the Court and Debtors' estate and its creditors. Ms. Cross' duties and responsibilities will be as follows: a. To act as Debtors' CRO until further order of the Court; b. To act as Debtors' sole manager; c. To be the sole signatory on Debtors' DIP Payroll Account, and the DIP Operating Accounts; d. To take control of all passwords for any electronic banking of Debtors, and to immediately change such passwords so that the CRO or persons designated by her are the only party who has access to Debtors' electronic banking, such procedure to remain in effect pending further order of the Court; e. To exercise sole authority to manage the business affairs of Debtors to the exclusion of any control being exercised by its sole member, manager, and President, Bingqing Yang including, without limitation: i. To make all decisions regarding the hiring and firing of personnel; ii. To make all decisions regarding the expenses incurred by Debtors, and the terms of disbursements made by Debtors for same; iii. To issue joint interest billings to working interest owners and to collect same; iv. To authorize the repairs and maintenance of estate assets; v. To issue Authorization for Expenditures ("AFEs") for the purpose of conducting workovers and/or drilling new wells. f. To make all reasonable efforts to consult with all secured creditors, unsecured creditors, parties-in-interest, the US Trustee, the Securities and Exchange Commission ("SEC") any committee of creditors appointed by the Court; g. To make all reasonable efforts to present to the UST all information required for the Initial Debtor's Conference; h. To make all reasonable efforts to assist bankruptcy counsel in preparing and filing schedules, statements of financial affairs, amendments thereto, and monthly operating reports on a timely basis; i. To investigate and pursue all available chapter 5 causes of action and non-chapter 5 causes of action against creditors, whether they be insiders or non-insiders, members and other potential defendants; j. To cause Debtors to pay all UST Quarterly fees on a timely basis; and k. To make all reasonable efforts to assist bankruptcy counsel in preparing and filing a plan and disclosure statement. The compensation to be paid to Ms. Cross will be in accordance with normal billing practices for services rendered and out-of-pocket expenses incurred on Debtors' behalf. Ms. Cross' hourly rate will be $495 per hour. Ms. Cross will be assisted by other SRR personnel whose rates are as follows: * Director - John Baumgartner, CIRA, CDBV —$395.00 per hour * Senior Analyst - Andrew Masotta $225.00 per hour Ms. Cross requests that the Court approve a procedure for compensating her and her personnel on a monthly basis, comparable to those established in other Chapter 11 cases. "Neither I, nor SRR or my staff, represent any interest adverse to the Debtors, their estates, creditors, equity holders, or affiliates in the matter upon which SRR is to be engaged, and SRR is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and as required by section 327(a) of the Bankruptcy Code," Ms. Cross, a managing director at SRR, attested. 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, as counsel, and BMC Group, Inc., as claims agent. Luca International estimated $50 million to $100 million in assets and debt. The petitions were signed by Loretta R. Cross, the CRO. LUCA INTERNATIONAL: Schedules and Statements Due Sept. 9, 2015 -------------------------------------------------------------- Luca International Group LLC, et al., sought and obtained from the U.S. Bankruptcy Court for the Southern District of Texas an order extending until Sept. 9, 2015, their deadline to file schedules of assets and liabilities and statements of financial affairs. In seeking the extension, T. Josh Judd, Esq., at Hoover Slovacek LLP, explained that "cause" for emergency consideration exists because the existing deadline to file schedules and statements is Aug. 20, 2015, and, due to the emergency nature of the Chapter 11 filings, the Debtors have not yet had sufficient time to collect and assemble all of the requisite financial data and other relevant information required to complete all of the Schedules and Statement of Financial Affairs. 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, as counsel, and BMC Group, Inc., as claims agent. Luca International estimated $50 million to $100 million in assets and debt. The petitions were signed by Loretta R. Cross, the CRO. LUCA INTERNATIONAL: Taps BMC Group as Claims Agent -------------------------------------------------- Luca International Group LLC, et al., filed with the U.S. Bankruptcy Court for the Southern District of Texas an application to employ BMC Group, Inc., as claims, noticing, and balloting agent in the Chapter 11 cases. The Debtors determined that they will have to provide certain notices in these bankruptcy cases to over a thousand entities/persons, many of whom may file claims. Over 500 persons/entities are located in Asia, primarily in Japan, China and Malaysia. In view of the number of anticipated claimants and the complexity of the Debtors' businesses, the Debtors submit that the appointment of a claims and noticing agent is otherwise in the best interests of both the Debtors' estates and their creditors. BMC did not receive a retainer in the Debtors' Chapter 11 cases. The firm will charge the Debtors at these rates: * Noticing Management - Data Entry/Call Center/Admin Support $25/45/65 per hour - Analysts $85 per hour - Noticing Manager $100 per hour * Project Management - Analyst $85 per hour - Consultant $100 per hour - Director/ Case Manager $125 per hour - Director/ Solicitation $200 per hour - Principal $225 per hour * Claims Management - Electronic claims & ballot submission No per item charge - Manual claim entry $2.50 per claim - b-Linx Database & Systems Access $0.085 per record/month * Print Mail and Noticing Services - Certified Electronic Noticing Service $40 per 1000 - Certified Fax Noticing Service $0.15 per image * Document and Information Management - Live Operator Call Center $45 per hour - Public Case Website Hosting Waived - Secure Virtual Data Room Setup+$0.15/per/month The claims agent can be reached at: BMC GROUP, INC. Attn: Tinamarie Feil 600 1st Avenue Suite 300 Seattle, WA 98104 E-mail: tfeil@bmcgroup.com Tel: (206) 499-2169 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, as counsel, and BMC Group, Inc., as claims agent. Luca International estimated $50 million to $100 million in assets and debt. The petitions were signed by Loretta R. Cross, the CRO. MAGNETATION LLC: Has Until Dec. 1, 2015 to Decide on Leases ----------------------------------------------------------- The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the District of Minnesota extended until Dec. 1, 2015, Magnetation LLC, et al.'s time to assume or reject unexpired leases of nonresidential real property. Judge Kishel also ordered that any leases proposed to be assumed or rejected by the Debtors by a motion filed on or before the extended deadline will not be deemed rejected. The Court considered the matter at a hearing on Aug. 19. In a separate order, Judge Kishel ordered that Mag LLC is authorized to amend MNDNR Leases 786 and 790 and assume Amended MNDNR Leases 786 and 790 pursuant to Section and 365(a) of the Bankruptcy Code and Bankruptcy Rule 6006. There are no defaults under MNDNR Leases 786 and 790 or the Amended MNDNR Leases 786 and 790. Upon entry of the order, Mag LLC will be deemed to have satisfied all of its obligations under Section 365(b)(1) of the Bankruptcy Code with respect to MNDNR Leases 786 and 790 and Amended MNDNR Leases 786 and 790. MNDNR will be forever barred and enjoined from asserting against the Debtors any claims for cure costs under section 365 of the Bankruptcy Code with respect to MNDNR Leases 786 and 790 or Amended MNDNR Leases 786 and 790. About Magnetation LLC Magnetation LLC -- http://www.magnetation.com/-- is a joint venture between Magnetation, Inc. (50.1% owner) and AK Iron Resources, LLC, an affiliate of AK Steel Corporation (49.9% owner). Magnetation LLC recovers high-quality iron ore concentrate from previously abandoned iron ore waste stockpiles and tailings basins. Magnetation LLC owns iron ore concentrate plants located in Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore pellet plant in Reynolds, IN. Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth, Minnesota, on May 5, 2015, after reaching a deal with secured noteholders on a balance sheet restructuring. The cases are assigned to Chief Judge Gregory F Kishel. The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra, Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone Advisory Partners LP as financial advisor; and Donlin, Recano & Company, Inc., as the claims agent. The Debtor's exclusive period for filing a plan and disclosure statement ends Sept. 2, 2015. The Debtor disclosed $239,210,542 in assets and $575,938,301 in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 12 appointed three creditors of Magnetation LLC to serve on an official committee of unsecured creditors. The Committee tapped Cooley, LLP as its lead counsel, Foley & Mansfield PLLP as its local counsel, and Province Inc., as its financial advisor. MAGNETATION LLC: Has Until Nov. 1 to Propose Reorganization Plan ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota extended Magnetation LLC, et al.'s exclusive periods to file a plan of reorganization until Nov. 1, 2015; and solicit acceptances for that plan until Dec. 31. The Court considered the matter at a hearing on Aug. 19, 2015. About Magnetation LLC Magnetation LLC -- http://www.magnetation.com/-- is a joint venture between Magnetation, Inc. (50.1% owner) and AK Iron Resources, LLC, an affiliate of AK Steel Corporation (49.9% owner). Magnetation LLC recovers high-quality iron ore concentrate from previously abandoned iron ore waste stockpiles and tailings basins. Magnetation LLC owns iron ore concentrate plants located in Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore pellet plant in Reynolds, IN. Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth, Minnesota, on May 5, 2015, after reaching a deal with secured noteholders on a balance sheet restructuring. The cases are assigned to Chief Judge Gregory F Kishel. The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra, Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone Advisory Partners LP as financial advisor; and Donlin, Recano & Company, Inc., as the claims agent. The Debtor's exclusive period for filing a plan and disclosure statement ends Sept. 2, 2015. The Debtor disclosed $239,210,542 in assets and $575,938,301 in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 12 appointed three creditors of Magnetation LLC to serve on an official committee of unsecured creditors. The Committee tapped Cooley, LLP as its lead counsel, Foley & Mansfield PLLP as its local counsel, and Province Inc., as its financial advisor. NATIVE ENERGY FARMS: Gets Approval of Plan to Exit Bankruptcy ------------------------------------------------------------- Native Energy Farms LLC won court approval of a plan to exit bankruptcy protection. U.S. Bankruptcy Judge August Landis on August 25 gave the thumbs-up to the company's Chapter 11 plan of reorganization, which proposes to pay creditors in full. The plan confirmed, the third version of the document, divides the claims into four classes. Only the secured creditors (Class 1) and unsecured creditors (Class 2) were entitled to vote to accept or reject the plan. All ballots received were in favor of the restructuring plan. Of the secured creditors entitled to vote, one vote from SMI/ISC Corp. asserting a $1.298 million claim accepted the plan. Meanwhile, no votes were received from unsecured creditors, court filings show. Native Energy did not receive any objection to approval of its restructuring plan. About Native Energy Native Energy Farms, LLC, is the owner of certain real property totaling 76.88 acres located in Goleta, California along the Pacific Coast Highway. The property is free and clear of liens and encumbrances and has a current market value of $8 million to $11 million. Native Energy filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 14-13482) in Las Vegas, Nevada, with a prepackaged Chapter 11 plan on May 16, 2014. The case is assigned to Judge August B. Landis. Steven L. Yarmy, Esq., in Las Vegas, serves as counsel to the Debtor. * * * Before filing for bankruptcy in 2014, the Debtor prepared a pre-packaged plan of reorganization and solicited votes on the plan. However, the Debtor failed to proceed with the confirmation process for the plan. In an attempt to get title insurance, it was discovered that there were certain restrictions relating to Indian land encumbering the Debtor's property. As a result of the restrictive covenant, the Debtor filed an adversary complaint to quiet title and for certain declaratory relief concerning the notion that the Indian Tribes were not federally recognized. The Debtors prevailed on a motion for summary judgment in which all relief requested in the complaint was granted. NATIVE WHOLESALE: Appeals June 29 Oklahoma Judgment Order --------------------------------------------------------- Native Wholesale Supply Company, and The State of Oklahoma, in an amended notice, appealed to the U.S. District Court for the Western District of New York under 28 U.S.C. Section 158(a)(3) the June 29, 2015 order of Hon. Carl L. Bucki. Judge Bucki of the U.S. Bankruptcy Court for the Western District of New York entered an order overruling the Debtor's notice of objection to the State of Oklahoma's Notice of Final Order seeking an order expressly ruling that State Court Judgment is a "Final Order" under the terms of the Bankruptcy Plan and directing the Creditor Escrow Agent, Christiana Trust, to pay any and all money contained in the Oklahoma Reserve to the State of Oklahoma and imposing sanctions against Native Wholesale Supply and its attorneys in the form of all attorneys' fees and expenses incurred by the State of Oklahoma in responding to the Debtors' objection. The Court ordered on June 29, that, among other things: -- the Debtor's objection to the State of Oklahoma's notice to final order is overruled in its entirety; -- the cross-motion for determination of a final order and sanctions is granted in part and denied in part; -- the Debtor's request that the Court review the amount of Oklahoma's allowed claim is denied with leave to the Debtor to make a motion or claim objection on notice seeing the same or similar relief; and -- the State of Oklahoma's request for sanction is denied. A copy of the order is available for free at: http://bankrupt.com/misc/Native_W_Jun_29_15_Order.pdf About Native Wholesale Supply Company Native Wholesale Supply Company is engaged in the business of importing cigarettes and other tobacco products from Canada and selling them to third parties within the United States. It purchases the products from Grand River Enterprises Six Nations, Ltd., a Canadian corporation and the Debtor's only secured creditor. Native is an entity organized under the Sac and Fox Nation and has its principal place of business at 10955 Logan Road in Perrysburg, New York. Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No. 11-14009) on Nov. 21, 2011. The Chapter 11 filing was triggered to resolve an ongoing dispute with the United States government regarding up to $43 million in assessments made by the government against the Debtor pursuant to the Fair and Equitable Tobacco Reform Act of 2004 and the Tobacco Transition Payment Program and to restructure the terms of payment of any obligation determined to be owing by the Debtor to the U.S. under the Disputed Assessment. The issues pertaining to the Disputed Assessment resulted in two lawsuits, subsequently consolidated, now pending in the Federal District Court. Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the Debtor as counsel. The Company disclosed $30,022,315 in assets and $70,590,564 in liabilities as of the Chapter 11 filing. The States of California, New Mexico, Oklahoma and Idaho have appeared in the case and are represented by Garry M. Graber, Esq., and Craig T. Lutterbein, Esq., at Hodgson Russ LLP, in Buffalo, Newj York, and Karen Cordry, Esq., National Association of Attorneys General, in Washington, D.C. According to a Consensual Disclosure Statement for Joint Consensual Plan of Reorganization of Native Wholesale Supply Company, and the States dated March 6, 2014, the Debtor established a Plan Funding Account at M&T and deposited $5.5 million on Feb. 4, 2014, and an additional $500,000 was deposited on Feb. 14, 2014. An additional $500,000 will be deposited in the Plan Funding Account on each succeeding 15th day of each month (or the first business day after the 15th) beginning in March 2014 until the Plan is confirmed. No trustee, examiner or creditors' committee has been appointed in the case. NEW YORK LIGHT: Creditors' Panel Hires Emerald Capital as Advisor ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of New York Light Energy, LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of New York to retain Emerald Capital Advisors Corp. as financial advisor. The Committee needs to retain a financial advisor so that it can evaluate the likelihood that the Debtor can reorganize, determine going concern and liquidation values, investigate possible financial irregularities, and be able to review and critique the Debtor's financial projections and valuations. Emerald Capital will also be reimbursed for reasonable out-of-pocket expenses incurred. John P. Madden, senior managing director of Emerald Capital, 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. Emerald Capital can be reached at: John P. Madden EMERALD CAPITAL ADVISORS CORP. The Graybar Building 420 Lexington Avenue, Suite 855 New York, NY 10170 Tel: (212) 201-1905 Fax: (212) 731-0307 E-mail: jpm@emeraldcapitaladvisors.com About New York Light Energy Founded in 2009 and based in Latham, New York, New York Light Energy, LLC, designs and installs medium-scale solar arrays in New York State and Massachusetts. The Company has installed solar arrays on more than 180 industrial, commercial, municipal, and residential sites, with a total of over 15 megawatts of capacity to date. NYLE and its affiliates commenced Chapter 11 bankruptcy cases (Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on May 27, 2015. The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel. Judge Robert E. Littlefield Jr. is assigned to the cases. NEW YORK LIGHT: Creditors' Panel Hires Hodgson Russ as Attorneys ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of New York Light Energy, LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of New York to retain Hodgson Russ LLP as its attorneys. The Committee requires the assistance of an attorney to assist it in generating the best result for the unsecured creditors. Hodgson Russ' services will include appearing at hearings, reporting to the Committee, conducting Committee meetings, and negotiations with the Debtor, secured creditors and unsecured creditors. Hodgson Russ will be paid at these hourly rates: Richard L. Weisz, Partner $345 Associates and Paralegals $80-$330 Hodgson Russ will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard L. Weisz 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. Hodgson Russ can be reached at: Richard L. Weisz, Esq. Hodgson Russ LLP 1540 Broadway, 24th Floor New York, NY 10036 Tel: (212) 751-4300 E-mail: rweisz@hodgsonruss.com About New York Light Energy Founded in 2009 and based in Latham, New York, New York Light Energy, LLC, designs and installs medium-scale solar arrays in New York State and Massachusetts. The Company has installed solar arrays on more than 180 industrial, commercial, municipal, and residential sites, with a total of over 15 megawatts of capacity to date. NYLE and its affiliates commenced Chapter 11 bankruptcy cases (Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on May 27, 2015. The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel. Judge Robert E. Littlefield Jr. is assigned to the cases. ONE FOR THE MONEY: Court Confirms Liquidating Chapter 11 Plan ------------------------------------------------------------- The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York entered an order confirming One For The Money, LLC's Liquidating Chapter 11 Plan dated May 27, 2015, and approving, on a final basis, the explanatory Disclosure Statement. The Court also ordered that the Plan is amended to provide that all Allowed non-insider Class 4 Unsecured Claims will be paid in full with interest unless they otherwise have reached an agreement with the Debtor, and that any commission payable to Anthony M. Marano will first be applied to such obligation in the event of any such shortfall. As reported in the Troubled Company Reporter on July 14, 2015, Anthony M. Marano, managing member of debtor, said in a filing with the Court that all classes of non-insider impaired creditors have voted to accept the Debtor's Liquidating Plan. The Plan designates six classes of Claims as Impaired: Class 1 (Allowed Secured Claims of Sutherland Asset I, LLC), Class 2 (Allowed Secured Claim of 75, LLC), Class 3 (Allowed Secured Claim of Petros M. Beys), Class 4 (Allowed General Non-Insider Unsecured Claims), Class 5 (Allowed General Insider Unsecured Claims). Class 1 returned one timely ballot, totaling $12,648,809 voting in favor of the Plan. Class 2 returned one timely ballot, totaling $8,000,000. Class 3 returned one timely ballot, totaling $3,037,201, voting in favor of the Plan. Class 4 returned one timely ballot, totaling $98,569, voting in favor of the Plan. No ballots have been returned voting against the Plan. As acceptances were received by more than one half in number and more than two thirds in amount of claims that voted, Class 1, 2, 3, and 4 have voted to accept the Plan. Mr. Marano said that the Plan also satisfies the other requirements for confirmation. A copy of Mr. Marano's declaration is available for free at: http://bankrupt.com/misc/One_For_The_M_Plan_Decla.pdf The Chapter 11 Plan As reported in the June 3, 2015 edition of the TCR, One For The Money, LLC, which originally intended to build a high-rise condominium building on its vacant lot in 75 First Avenue, New York, has filed with the Bankruptcy Court a liquidating plan that contemplates the sale of its property for $12.9 million. The Debtor, in its business judgment, has elected to go to contract with 75 First Avenue Club, LLC, an entity wholly unrelated to the Debtor or any of its insiders. The purchase price of $12.9 million will be used to satisfy the discounted and compromised claims of: (a) Sutherland Asset I, LLC, the current first mortgage holder; (b) 75, LLC, its contemplated assignee and, from the personal contribution of the non- Andrew Bradfield members of 75, LLC, (c) the junior lien claim of Petros Beys. The Debtor seeks to sell the property absent competitive bidding procedures under Sec. 363 of the Bankruptcy Code. Prior to the Chapter 11 case, AMB Partners and Andrew Bradfield, its principal, commenced an arbitration against the other members of 75 First Avenue, LLC ("75 LLC") seeking various forms of relief and assertion of claims, including but not limited to claims against the Debtor. The Debtor's principals have recently reached a global settlement/resolution with, inter alia, the members of 75 LLC, which settlement resolves, inter alia, the inter se disputes among the 75, LLC members, settles the arbitration in full and paves the way for a global consensual sale process in the Chapter 11 case. Treatment of Claims and Interests The Plan proposes to treat claims and interests as follows: -- Allowed administrative claims of professionals estimated at $125,000, unpaid U.S. Trustee estimated at $13,650, and allowed priority claims estimated to be less than $25,000 will be paid, in full, in cash. -- Class 1: The allowed secured claim of Sutherland Asset I, LLC will be paid, in cash, from the sale proceeds, on the sale closing date, the discounted amount of $4,113,195 together with per diem interest and other required fees from April 23, 2015 at the rate provided under the Option Extension Letter Agreement dated April 18, 2015. -- Class 2: The allowed secured claim of 75, LLC as assignee of Sutherland Asset I, LLC will receive, in cash, from the sale proceeds, on the sale closing date, the remaining net proceeds from the sale after payment in full of (a) all unclassified Claims, (b) all Allowed Administrative Expense Claims, (c) all Allowed Claims of Professionals, (d) all Allowed Priority Claims, if any, (e) the Allowed Class 3 Secured Claim in the amount of $1,250,000 and (f) the Post-Confirmation Reserve on the later of the Sale Closing Date or the Effective Date, in full and final satisfaction of all claims against the Debtor. Class 2 is anticipated to receive approximately $6,750,000 from the sale Proceeds. The members of 75, LLC shall, in turn, each receive distribution in accordance with the 75 LLC Settlement Agreement. -- Class 3: The Allowed Secured Claim of Petros M. Beys will be paid in the discounted amount of $1,250,000, in cash, from the Sale Proceeds, on the Sale Closing Date, in full and final satisfaction of any and all Claims against the Debtor, its members, officers, agents, representatives and assigns, including but not limited to Anthony M. Marano, Anthony C. Marano and Scott A. Marano. -- Class 4: The Allowed General Non-Insider Unsecured Claims, if any, will be paid in full, in cash, without interest, within 15 days of the later of the (a) Sale Closing Date or (b) the Effective Date, in full and final satisfaction of all Claims against the Debtor. The Debtor believes such claims do not exceed $50,000. -- Class 5: The Allowed General Insider Unsecured Claims will not receive a distribution under the Plan. Class 5 Claims total approximately $600,000. -- Class 6: The Allowed Interests will not receive any distribution under the Plan. The Class 6 Interest holders are impaired under this Plan and are deemed to reject the Plan. A copy of the Disclosure Statement dated May 27, 2015, is available for free at: http://bankrupt.com/misc/OneForTheMoney_Plan_DS.pdf About One For The Money One For The Money, LLC is a single asset real estate entity that owns a vacant lot located at 75 First Avenue, New York, New York 10003, Block 00446, Lot 0032. The property located on the corner of First Avenue and East 5th Street in the East Village neighborhood of downtown Manhattan. The area is characterized by a mixture of residential loft buildings, trendy restaurants, 'quick' food stores, a wide variety of high-end retail establishments, and food and dry goods wholesalers. One For The Money sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-10188) in Manhattan on Jan. 28, 2015, without stating a reason. The petition was signed by Anthony M. Marano as managing member. The Debtor is owned by the Maranos and the Galassos. The largest shareholder is Anthony C. Marano, who owns 42%. The Debtor reported $12,500,000 in total assets, and $15,927,306 in total liabilities. Jonathan S. Pasternak and the law firm of DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, in White Plains, New York, has been tapped as counsel. ONTARIO ARCH: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Ontario Arch, LLC 14646 N. Kierland Blvd., Suite 250 Scottsdale, AZ 85254 Case No.: 15-11033 Chapter 11 Petition Date: August 28, 2015 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Brenda K. Martin Debtor's Counsel: Thomas H. Allen, Esq. ALLEN MAGUIRE & BARNES, PLC Viad Corporate Center 1850 N. Central Ave., #1150 Phoenix, AZ 85004 Tel: 602-256-6000 Fax: 602-252-4712 Email: tallen@ambazlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Larry L. Miller, president of Matrix Equities, Inc., manager of Debtor. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. OVERSEAS SHIPHOLDING: S&P Affirms 'B' CCR, Outlook Stable --------------------------------------------------------- Standard & Poor's Ratings Services said that it has affirmed its 'B' corporate credit rating on New York-based shipping company Overseas Shipholding Group Inc. The outlook is stable. At the same time, S&P lowered its issue-level ratings on OSG's unsecured notes, which consist of $300 million of 8.125% senior unsecured notes due 2018 and $146 million of 7.5% senior unsecured notes due 2021, to 'B-' from 'B' and revised S&P's recovery ratings on the notes to '5' from '4'. The '5' recovery rating indicates S&P's expectation for modest recovery (10%-30%; upper half of the range) in the event of a payment default. Additionally, S&P affirmed its 'BB-' issue-level ratings on OSG's credit and term loan facilities for each of its principal subsidiaries, including OSG Bulk Ships Inc.'s ([OBS] the domestic business) $75 million asset-based lending (ABL) facility and $603 million senior secured term loan due 2019, and OIN's $50 million revolving credit facility and $628 million senior secured term loan due 2019. S&P's '1' recovery ratings on the facilities remain unchanged, indicating its expectation for very high recovery (90%-100%) in the event of a payment default. "Our rating on OSG reflects the company's high leverage, the competitive nature of the shipping industry, and its substantial revenue exposure to the volatile international tanker charter spot markets," said Standard & Poor's credit analyst Michael Durand. "These issues are somewhat offset by the currently strong demand and shipping rates in OSG's international crude oil and refined petroleum products shipping business, which accounts for approximately half of its revenues, and the company's high contract coverage in its U.S. domestic shipping business, which is also currently seeing strong demand." Standard & Poor's Ratings Services' stable outlook on Overseas Shipholding Group (OSG) reflects that S&P expects the recent improvement in OSG's financial profile to continue gradually, supported by strong international charter rates and the company's high contract coverage in its U.S. business. S&P could raise its rating on OSG over the next year if the company's improved earnings cause its funds from operations (FFO)-to-debt ratio to increase above 20% for a sustained period. Although unlikely, S&P could lower its rating on OSG if the company's earnings decline because of cyclical pressures, causing its FFO-to-debt ratio to decline below 8% for a sustained period. PATRIOT COAL: Court Approves Bidding Protocol for Federal Complex ----------------------------------------------------------------- The United States Bankruptcy Court for the Eastern District of Virginia approved the bidding procedures governing the sale of Patriot Coal Corporation, et al.'s assets that were excluded from the sale to Blackhawk Mining LLC. The excluded assets include the Federal No. 2 longwall mine, a 1,350 TPH preparation plant, and certain related assets. An auction will be held at the offices of Kirkland & Ellis LLP, in New York, on September 9, 2015, at 10:00 a.m. The Debtors have entered into an asset purchase agreement with the Virginia Conservation Legacy Fund and its affiliate, ERP Compliant Fuels, LLC, under which VCLF agreed to serve as stalking horse bidder in exchange for the Debtors' agreement to provide certain customary bid protections, including a break-up fee of $5,000,000 and an expense reimbursement of up to $3,500,000, in each case payable only in the event that the Debtors consummate a superior transaction by January 31, 2016. The VCLF APA is the result of substantial efforts on behalf of the Debtors and their advisors to negotiate and consummate a strategic transaction that will maximize the value of the Debtors' estates, the Debtors tell the Court. Numerous Parties Object to Cure Amounts Penn Virginia Operating Co., LLC, Pardee Minerals, LLC, Powell Construction Company, Inc., Peabody Energy Corporation, Pocahontas Land Corporation, Boone East Development Company, and H.A. Robson Trust, PRC Holdings, LLC, Prichard School, LLC, City National Bank of West Virginia as Trustee under a Trust Agreement dated December 30, 1983, object to the Debtors' notice of proposed assumption and assignment of executory contracts and unexpired leases and the proposed cure amounts. Penn Virginia, a lessor of mining properties to Patriot Coal, believes that the Proposed Cure Amounts are correct with respect to amounts due for royalty payments as of the Petition Date, but objects to the Proposed Cure Amount to the extent there are (i) postpetition royalty payments which may be due under the Penn Virginia Leases, and (ii) any other obligations, environmental or otherwise, due to Penn Virginia at the time of assumption of the Penn Virginia Leases. Penn Virginia alleges that there are additional executory agreements by and between its subsidiaries, K-Rail, LLC and Kanawha Rail, LLC, which comprise part of the Kanawha Eagle coal operation of the Debtors. To the extent the Debtors believe that the Assumption Notice covers agreements with K-Rail, LLC, and Kanawha Eagle, LLC, Penn Virginia objects on behalf of its subsidiaries in that cure amounts under those agreements are not included. Pardee, a lessor of mining properties to the Debtors, objects to the Proposed Cure Amount to the extent there are (i) postpetition royalty payments which may be due under the Pardee Lease, and (ii) any other obligations, environmental or otherwise, due to Pardee at the time of assumption of the Pardee Lease. Powell stated that the Proposed Cure Amount accurately sets forth the amounts owed to Powell due prior to the Petition Date under the Agreement but objected to the Proposed Cure Amount to the extent it does not cover postpetition amounts which may be due to Powell at the time assumption of the Agreement becomes effective. H.A. Robson, et al., opposed the Debtors' assumption and assignment of the LRPB Lease without payment in full of the correct Cure Amounts. LRPB asks that the Court require (i) the Cure Amounts be paid (ii) the LRPB Lease be assumed in its entirety without modification, (ii) all permits relating to the LRPB Lease be assumed and assigned at closing, (iii) adequate assurance of future performance under the LRPB Lease be provided. PEC does not object to the assumption and assignment of its agreement with the Debtors as long as the Cure Amount is corrected from $1,276,124 to $1,276,142. PEC reserved its rights to object to future motions or notices to assume, assume and assign, or reject executory contracts or unexpired leases between Peabody and the Debtors and reserves the right to supplement, modify or amend this Limited Objection based on ongoing discussions with the Debtors, further developments in the chapter 11 cases or on any other grounds. PLC filed a limited objection and reservation of rights to the Debtors. In its limited objection, PLC said it does not object to the Proposed Cure Amounts by the Debtors in general. PLC submitted that in addition to the payment of the Proposed Cure Amounts, any assumption of the PLC Leases must also include the assumption of all contingent, unmatured and/or unliquidated obligations under the PLC Leases, including, specifically, and without limitation, any indemnification obligations. Boone East stated that it objects to any attempt to assume and/or assign the Boone Lease that does not include the 2008 Reserve Transaction Agreement and Payment Agreement or to assume and/or assign the Pine Ridge Lease unless the Leases are assumed and assigned in their entirety. Boone East asked the court that the Debtors be required to cure all amounts and obligations under the leases owed and that any and all indemnification and/or environmental liabilities and other obligations owed under the leases be cured or assigned with the Leases. The Debtors are represented by: Michael A. Condyles, Esq. Peter J. Barrett, Esq. Jeremy S. Williams, Esq. KUTAK ROCK LLP Bank of America Center 1111 East Main Street, Suite 800 Richmond, Virginia 23219-3500 Tel: (804) 644-1700 Fax: (804) 783-6192 Email: Michael.Condyles@kutakrock.com Peter.Barrett@kutakrock.com Jeremy.Williams@kutakrock.com -- and -- Stephen E. Hessler,P.C., Esq. Patrick Evans,P.C., Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: stephen.hessler@kirkland.com Patrick.Evans@kirkland.com -- and -- James H.M. Sprayregen,P.C., Esq. Ross M. Kwasteniet,P.C., Esq. Justin R. Bernbrock,P.C., Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: James.Sprayregen@kirkland.com Ross.Kwasteniet@kirkland.com Justin.Bernbrock@kirkland.com Peabody Energy Corporation is represented by: Bruce H. Matson, Esq. Christopher L. Perkins, Esq. LECLAIRRYAN, A PROFESSIONAL CORPORATION Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Tel: (804) 783-7550 Fax: (804) 783-7629 -- and -- Heather Lennox, P.C., Esq. JONES DAY North Point 901 Lakeside Avenue Cleveland, OH 44114-1190 Tel: (216) 586-7111 Fax: (216) 579-0212 Email: hlennox@jonesday.com -- and -- Daniel T. Moss, P.C., Esq. JONES DAY 51 Louisiana Avenue. N.W. Washington, D.C. 20001-2113 Tel: (202) 879-3794 Fax: (202) 626-1700 Email: dtmoss@jonesday.com Powell Construction Company, Inc., Penn Virginia Operating Co., LLC and Pardee Minerals, LLC are represented by: Peter M. Pearl, Esq. SPILMAN THOMAS & BATTLE, PLLC Post Office Box 90 Roanoke, Virginia 24002 Tel: (540) 512-1800 Fax: (540) 342-4480 Email: ppearl@spilmanlaw.com LRPB is represented by: Bradford F. Englander, Esq. WHITEFORD TAYLOR & PRESTON LLP 3190 Fairview Park Drive, Suite 300 Falls Church, Virginia 22042 Tel: (703) 280-9081 Tel. Fax: (703) 280-3370 Fax Email: benglander@wtplaw.com -- and -- Michael E. Hastings, Esq. Brandy M. Rapp, Esq. WHITEFORD TAYLOR & PRESTON LLP 114 S. Market Street, Suite 210 Roanoke, Virginia 24011 Tel: (540) 759-3579 Tel. Fax: (540) 759-3569 Fax Email: mhastings@wtplaw.com brapp@wtplaw.com Boone East Development Company is represented by: Mark L. Esposito, Esq. PO Box 2009 Bristol, Virginia 24203 Tel: (423) 793-4812 Fax: (423) 793-4852 Email: mesposito@pennstuart.com Pocahontas Land Corporation is represented by: Ryan Furgurson, Esq. SETLIFF & HOLLAND, P.C. 4940 Dominion Boulevard Glen Allen, VA 23060 Tel: (804) 377-1275 Fax: (804) 377-1295 Email: rfurgurson@setliffholland.com -- and -- David J. Baldwin, Esq. R. Stephen McNeill, Esq. POTTER ANDERSON & CORROON LLP 1313 North Market Street, 7th Floor Wilmington, DE 19801 Tel: (302) 984-6033 Fax: (302) 658-1192 Emal: dbaldwin@potteranderson.com rmcneill@potteranderson.com 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. PEABODY ENERGY: Moody's Lowers Corporate Family Rating to 'Caa1' ---------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Peabody Energy Corporation, including the corporate family rating (CFR) to Caa1 from B3, probability of default rating (PDR) to Caa1-PD from B3-PD, the ratings on senior secured credit facility to B2 from B1, the ratings on second lien debt to Caa1 from B3, the ratings on senior unsecured notes to Caa2 from Caa1, and the junior subordinated debenture ratings to Caa3 from Caa2. The speculative grade liquidity rating of SGL-3 remains unchanged. The ratings were placed on review for further downgrade. RATINGS RATIONALE The downgrade reflects our expectation of continued deterioration in the company's credit metrics due to the ongoing decline in the seaborne metallurgical coal markets and weakness in the US and seaborne thermal coal markets, as well as our expectation that market recovery will be slower and more protracted than previously anticipated. The weak coal markets have already resulted in Walter Energy, Patriot Coal and Alpha Natural Resources filing for bankruptcy protection earlier this year, while Arch Coal (Caa3 negative) is in the midst of a debt exchange offer. The review will focus on evaluating the nature and scope of any actions that the company may undertake to reduce its leverage and improve its capital structure. Absent material changes in market fundamentals and/or the company's capital structure, Moody's expects Peabody's Debt/ EBITDA, as adjusted, to exceed 9x in 2015. The B2 rating on the secured facility, two notches above the Caa1 CFR, reflects the security provided by the collateral package, which includes a claim on certain US properties and various stock pledges. The Caa1 rating on the second lien notes, in line with the CFR, reflects their relative position in the capital structure with respect to claims on collateral, behind the senior secured credit facility but ahead of the Caa2 rated unsecured notes and Caa3 subordinated debentures. The speculative grade liquidity rating of SGL-3 reflects adequate liquidity, including cash and cash equivalents of $487 million, $1.5 billion available under $1.65 billion revolver and $18 million of available capacity under the accounts receivable securitization program as of June 30, 2015. Moody's expects that absent a market recovery, the company may have limited headroom under covenants going into 2016. Peabody has several alternatives for arranging back-door liquidity if necessary. Peabody's large number of mines and its operational diversity across the PRB and Illinois Basin give it the flexibility to sell non-core assets if necessary. Peabody Energy Corporation is the world's largest private sector coal company with coal mining operations in the US and Australia and close to 8 billion tons of proven and probable reserves. For the twelve months ended December 31, 2014, the company sold 249.8 million tons of coal and generated $6.8 billion in revenues, including 25 million tons of thermal coal sold from the Midwestern division, 166.4 million tons of thermal coal sold from the Powder River Basin and Colorado, 38.2 million of tons of thermal and metallurgical coal from Australia, and 20.2 million tons from trading and brokerage. For the twelve months ended June 30, 2015, the company generated $6.3 billion in revenues. The principal methodology used in these ratings was Global Mining Industry published in August 2014. PETERSBURG REGENCY: Parties Balk at Approval of Case Dismissal Bid ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey entered these orders in relation to Petersburg Regency, LLC's Chapter 11 case: 1. The creditor group supporting the amended cross motion of Jim Burt is granted derivative standing to file and serve a motion to approve, as a settlement, the agreement among them concerning distribution of the $10,230,626 on deposit with the Circuit Court of Petersburg in Virginia. 2. The settlement motion will be filed no later than Aug. 19; 3. The hearing on the settlement motion, together with the continued hearing on: (a) the motion of LeClair Ryan, a Professional Corporation, for entry of an order dismissing the Chapter 11 case; (b) the (I) amended cross motion for entry of order directing disbursement of insurance proceeds in connection with order dismissing case and (II)notice of the Bankruptcy Court's intention to also consider the remedy of abstention; and (C) Burt's motion to expunge claims of Specialized Environmental Services d/b/a ATI Air Technology, Inc., will be heard on Sept. 9, at 10:00 a.m. Objections to the settlement motion, if any, are due Aug. 31. The Court considered the matters at a hearing on June 23, 2015. A status conference regarding the adversary proceeding will also be held on Sept. 9, 2015, at 10:00 a.m. Judge Kaplan has agreed to work with the parties to schedule and conduct discussions with the parties in furtherance of mediation and settlement in advance of the Sept. 8, mediation session, whether in person or by telephone, as the parties may agree and Judge Kaplan may direct. The Acting U.S. Trustee, in furtherance of his duties pursuant to 28 U.S.C. Sections 586(a)(3) and (5), objected to the amended cross motion of creditor Jim Burt for entry of an order directing disbursement of insurance proceeds in connection with order dismissing the Chapter 11 case of Petersburg Regency. According to the U.S. Trustee, the cross motion sought extraordinary relief in the form of a structured dismissal, which will distribute estate assets in contravention of the priority scheme of Section 507 of the Bankruptcy Code. A structured dismissal is a dismissal order that is preceded by other bankruptcy court orders, most often a settlement agreement, the terms of which, remain in effect after dismissal. In this relation, the Acting U.S. Trustee requested that the Court deny the cross motion for a structured dismissal because, among other things: 1. the cross movant fails to carry his burden to show a structured dismissal is justified in the case; 2. the cross motion fails to show that dismissal under Section 1112(b) is appropriate; and 3. the cross motion fails to show that dismissal under Section 305 is appropriate. Several parties also responded to the motion. LeClairRyan in its response to Mr. Burt's notice of amended cross motion, stated that it supports the amended cross motion, and submits that abstention or suspension under Section 305 of the Bankruptcy Code is appropriate only in the event that the Court denies both LeClairRyan's pending motion to dismiss and Mr. Burt's amended cross motion. In the Debtor's memorandum of law in opposition to motions to dismiss case, requested that the Court: i) deny LeClairRyan's application seeking to dismiss the case; ii) deny the structured dismissal motion; iii) authorize the Debtor to enter into the settlements as proposed with Steve M. Kalebic, Petersburg and Ramada in exchange for an assignment of such creditors' secured claims, if any; iv) authorize the Debtor to enter into similar settlements with any other creditor willing to accept a payment of 20% or less of its claim, subject to 10 day's notice to all creditors; and v) direct the Clerk of the Circuit Court of the City of Petersburg to turn over the insurance proceeds to the Debtor's counsel's trust account, to be held in escrow thereby pending further court order. The Debtor related that it has already documented prima facia claims, defenses and setoffs to: (i) LeClairRyan's claim; (ii) the allegedly secured claims of the Petitioning Creditors regarding an involuntary bankruptcy proceeding filed on Feb. 3, 2015, and (iii) Mr. Burt's claim. The claim objections, together with multiple other claim objections against numerous creditors, have been asserted in Debtor's adversary proceeding filed on June 14, 2015. To date no answers have been filed, nor has discovery been pursued in connection with the adversary proceeding. The Debtor noted that, among other things: 1. the petitioning creditors' claims are disputed; 2. Mr. Burt is unable to calculate his claim -- which claim is subject to numerous defenses, Ittleson's disputed and lapsed lien on the insurance proceeds; 3. the structured dismissal motion fails to classify claims nor provide the same treatment for all members of the same class; and 4. the structured dismissal motion ignores the Code's priority distribution scheme; The United States, in response to the motion, related that the Internal Revenue Service comes into these proceedings at a significant disadvantage. Although the cross motion was filed one month ago and the movant specifically identified the IRS as an impacted creditor, the movant inexplicably failed to serve the IRS with the cross motion. IRS opposed to the requested relief as it is wholly inappropriate and contrary to fundamental principles of bankruptcy law. In a separate filing, David Edelberg, Esq., at Nowell Amoroso Klein Bierman, P.A., counsel for the Debtor, filed a belated objection relating to a notice to produce documents and take oral depositions served on June 26, 2015. The Debtor objected to LeCairRyan's six day delay in submitting the belated objection. The Debtor also requested that the Court direct that the deposition proceed where all of the parties located and where it makes the most sense -- in Northern New Jersey. According to the case docket, remote electronic access transcript regarding hearing held June 23, 2015, will be restricted until Oct. 5. Gary F. Eisenberg, Esq., a member of the law firm of Perkins Coie LLP, counsel for Ittleson Trust-2010-1, secured creditor of the Petersburg Regency, LLC, submitted a declaration in support of amended cross motion. On June 30, Mr. Burt filed an amended cross motion for distribution of $10,230,626 in estate funds currently on deposit with the Circuit Court of Petersburg, Virginia in accordance with the amended distribution schedule. At a status conference on May 7, 2015, the Debtor objected to a distribution scheme that had been ordered in the Virginia Interpleader Action. The Hon. Vincent F. Papalia scheduled a hearing on July 23, on the cross motion. Judge Papalia also ordered that the Debtor and other parties-in-interest will be permitted limited discovery in connection with the motion to dismiss and the cross motion. Warren J. Martin Jr., counsel for Mr. Burt, filed a certification in relation to Mr. Burt's cross motion. LeClairRyan is represented by: Douglas J. McGill, Esq. WEBBER MCGILL LLC A Professional Corporation The United States is represented by: Paul J. Fishman, Esq. United States Attorney Eamonn O'Hagan, Esq. Assistant U.S. Attorney 970 Broad Street, Suite 700 Newark, NJ 07102-2535 Tel: (973) 645-2874 Ittleson Trust-2010-1 is represented by: Gary F. Eisenberg, Esq. PERKINS COIE LLP 30 Rockefeller Plaza, 22nd Floor New York, NY 10112 Tel: (212) 262- 6900 Fax: (212) 977-1632 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. PETERSBURG REGENCY: Sokol Behot Substitutes NAKB as Counsel ----------------------------------------------------------- Daniel C. Nowell, Esq., at Nowell Amoroso Klein Bierman, P.A., withdrawing attorney for Petersburg Regency, LLC, notified the U.S. Bankruptcy Court for the District of New Jersey that he consented to the substitution of David Edelberg, Esq., at Sokol Behot, LLP, as attorney for the Debtor. The Court on May 12, 2015, had authorized the employment of NAKB as its counsel. 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. PHILLIPS INVESTMENTS: Exclusivity, Cash Use Extended Until November ------------------------------------------------------------------- Phillips Investments, LLC, sought and obtained from the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, approval to use cash collateral up to Nov. 30, 2015 or the "termination date" as defined in the Final Order Granting Motion for Use of Cash Collateral, dated October 31, 2014, whichever comes earlier. The Debtor also obtained an extension of its exclusive periods to file a chapter 11 plan and to obtain the requisite acceptances of such plan up to Nov. 30, 2015, and Jan. 29, 2016, respectively. The Court mandated the Debtor to continue making monthly payments to East West Bank in the amount of $75,000. The Court further instructed the Debtor not to continue funding its tax escrow account so long as sufficient funds exist in the said account to pay estimated 2015 property taxes. East West Bank objected to the Debtor's motion and asked the Court to grant it relief from the automatic stay in order to permit it to exercise its right to foreclose the Debtor's remaining property. Counsel to East West, James H. Rollins, Esq., at Holland & Knight LLP, in Atlanta, Georgia, said that the Gwinnett Prado Shopping Center in its current condition and with its limited occupancy cannot generate enough revenue to make it possible for the Debtor either to refinance or to reorganize. He added that, as evidenced by the Debtor's recent monthly operating reports, the current income from the remaining property is barely enough to cover even the minimal operating expenses and the partial interest payments to East West Bank. According to Mr. Rollins, the Debtor has failed to present a meaningful purchase offer for the Remaining Property and now asks for an additional four months without suggesting any plan as to how the remaining property will actually be sold and the Loan finally paid off, despite having had seven months since the Gwinnett Station sale to find a buyer for the remaining property. Mr. Rollins also pointed out that the exclusive listing agreement with Hale Retail Group, LLC, the real estate broker hired by the Debtor in September 2014, specifically for the purpose of marketing and finding a purchaser for what is now the remaining property, apparently expired on March 20, 2015, and the Debtor has had no professional real estate agent marketing the remaining property for at least the last four months. He noted that interest on the loan and expenses, including attorneys’ fees, secured by the remaining property continue to accrue, diminishing any equity cushion for East West Bank and any potential upside for the bankruptcy estate. The Debtor's attorneys can be reached at: J. Robert Williamson, Esq. J. Hayden Kepner, Jr., Esq. Ashley Reynolds Ray, Esq. SCROGGINS & WILLIAMSON, P.C. 1500 Candler Building 127 Peachtree Street, NE Atlanta, GA 30303 Telephone: (404)893-3880 Facsimile: (404)893-3886 E-mail: rwilliamson@swlawfirm.com hkepner@swlawfirm.com aray@swlawfirm.com East West Bank is represented by: James H. Rollins, Esq. HOLLAND & KNIGHT LLP One Atlantic Center, Suite 2000 1201 West Peachtree Street Atlanta, Georgia 30309-3400 Telephone: (404)817-8500 Facsimile: (404)881-0470 E-mail: jim.rollins@hklaw.com About Phillips Investments Phillips Investments, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 14-61444) on June 11, 2014. Ly Phillips, the managing member, signed the petition. Judge Mary Grace Diehl presides over the case. Scroggins & Williamson, P.C., serves as the Debtor's counsel. Phillips Investments owns several parcels of improved commercial real estate from which it operates two retail shopping centers. The Debtor disclosed $29,558,424 in assets and $28,667,234 in liabilities as of the Chapter 11 filing. PHOENIX COS: S&P Affirms 'B-' Counterparty Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its ratings on Phoenix Cos. Inc. and its operating subsidiaries (Phoenix Life Insurance Co. [PLIC] and PHL Variable Insurance Co. [PHLVIC]), including S&P's 'B-' long-term counterparty credit rating on Phoenix and its 'B+' long-term counterparty credit and financial strength ratings on its operating subsidiaries. S&P removed its ratings on PLIC from CreditWatch Developing and our rating on PHLVIC and Phoenix from CreditWatch Negative, where they were initially placed July 9, 2015. The outlook is stable. "The outlook revision on Phoenix reflects our view that the company continues to strengthen its very weak financial profile and capital position," said Standard & Poor's credit analyst Anthony Beato. This improvement is primarily predicated on the recently executed modified co-insurance transaction between PLIC and PHLVIC. This transaction, effective June 30, 2015, reinsured 80% of a pre-1986 block of corporate-owned life insurance business from PLIC to PHLVIC. Although this transaction is primarily an internal reorganization, it allowed Phoenix to reduce a significant amount of its statutory life insurance reserves, which has a net effect of improving the group's overall capitalization. The company also reported statutory net gains from operations as of June 30, 2015, of $20 million and $12 million at PLIC and PHLVIC, respectively. This increase in profitability is related to growth from an already low base of sales volume, coupled with an organizational focus to improve its overall expense structure. S&P expects the company to continue to report consolidated profitability on a statutory basis of between $20 million and $40 million through 2015, with decreased profitability through 2016. At the same time as announcing the completion of its internal reinsurance transaction, Phoenix stated it would embark on a regulatory streamlining project. Effective third-quarter 2015, Phoenix received approval to de-stack its operating subsidiary PHLVIC (Connecticut domiciled) from under PLIC (New York domiciled). PHLVIC currently is directly under the holding company and a sister company to PLIC. "Our counterparty credit rating on Phoenix reflects our view of its excess liquidity with adequate resources to meet fixed-charges and its debt obligations within the next 12-18 months. This rating also reflects our view of the holding company's structural subordination to its regulated insurance subsidiaries and overall dependence on cash flows from PLIC by way of dividends to fund its various fixed-charge and debt-service needs. Phoenix on average receives dividends from its operating subsidiaries of between $50 million and $75 million annually, and had $65 million in liquidity at its holding company as of second-quarter 2015," S&P said. "The stable outlook on Phoenix reflects our view that the company's financial risk profile is stabilizing and incrementally improving due to capital-management plans executed by the organization in tandem with positive net statutory gains from its operating subsidiaries. The company's business risk profile, however, remains less than adequate due to continued modest sales volume, albeit improving. We expect Phoenix to continue to execute on a number of initiatives to further improve its profitability from both a GAAP and statutory perspective," S&P noted. "We could lower the ratings on Phoenix if, contrary to our expectations, the company's operating performance as measured by net income on a statutory or GAAP reporting basis were to deteriorate significantly to less than our expectations for a prolonged period. Such could be caused by significant decreases in overall earned premium and deposits or investment yield, outsize claims incurred or investment impairments, and expense overruns or continued one-time adverse unusual item reporting. We could also revise our view of Phoenix if the company were to adopt significantly more aggressive financial policies, resulting to deterioration in overall statutory or GAAP capitalization to significantly below our 'BBB' ratings confidence level or less than 300% RBC consistently with financial leverage in excess of 75% and continued negative EBITDA fixed-charge coverage for a prolonged period," S&P said. S&P would also consider revising its view of Phoenix if the organization does not show continued progress in remediating material weaknesses publicly disclosed through the group's financial filings. Furthermore, S&P would also consider a downgrade if Phoenix were to experience another prolonged financial restatement or significant event further affecting its business risk profile. S&P could raise the rating on Phoenix if the consolidated group were to begin to report sustainable GAAP profitability for a prolonged period of time, coupled with organically generating statutory capitalization from increases in statutory profitability. This would be accomplished through adequate revenue generation offsetting premiums in run-off from the regulatory closed block, through additional sales growth, and increased distribution relationships, indicative of an improved competitive position. This would result in consolidated statutory pretax operating income of between $50 million and $75 million in 2015 with stabilization in profitability through 2016. S&P would also expect the organization to maintain capitalization in excess of its 'BBB' level on an individual entity and consolidated basis, with financial leverage falling to 45% consistently. POSITRON CORPORATION: Involuntary Chapter 11 Case Summary --------------------------------------------------------- Alleged Debtor: Positron Corporation 2301 C 122nd Street Lubbock, TX 79423 Case Number: 15-50205 Involuntary Chapter 11 Petition Date: August 28, 2015 Court: United States Bankruptcy Court Northern District of Texas (Lubbock) Judge: Hon. Robert L. Jones Petitioners' Counsel: Max R. Tarbox, Esq. TARBOX LAW, P.C. 2301 Broadway Lubbock, TX 79401 Tel: (806) 686-4448 - and - Daniel Zamudio, Esq. ZAMUDIO LAW PROFESSIONALS, PC 233 S. Colfax Griffith, IN 46319 Tel: (219) 924-2300 Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ DX, LLC Noteholder $451,589 3118 N. Cummings Rd. Garden City, KS 67846 Moress, LLC Judgment $10,000 1010 Millennium Drive Crown Point, IN 46307 Jason and Suzanne Kitten Moving expenses $52,695 9205 Salisbury Avenue Lubbock, TX 79424 PREMIER PEST: Case Summary & Largest Unsecured Creditor ------------------------------------------------------- Debtor: Premier Pest Management Inc 42030 Koppernick Road, Suite 317 Canton, MI 48187 Case No.: 15-52811 Chapter 11 Petition Date: August 28, 2015 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Phillip J Shefferly Debtor's Counsel: Daniel P. Brent, Esq. THE BRENT LAW GROUP, PLLC 26545 Alden St. Madison Heights, MI 48071 Tel: (248) 291-7253 Email: dpbrent@brentlawgroup.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $50,000 to $100,000 The petition was signed by Charles E. McKissack, Jr., president. The Debtor listed the Internal Revenue Service as its largest unsecured creditor holding a tax debt claim of $88,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mieb15-52811.pdf RAHMANIA PROPERTIES: Case Summary & 4 Top Unsecured Creditors ------------------------------------------------------------- Debtor: Rahmania Properties LLC 40-34 74th Street Queens, NY 11373 Case No.: 15-43971 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: August 28, 2015 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6399 Fax: (212) 956-2164 Email: amg@robinsonbrog.com Total Assets: $6.8 million Total Liabilities: $3.3 million The petition was signed by Mohammed A Rahman, president. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb15-43971.pdf RANCHLAND HOLDINGS: Involuntary Chapter 11 Case Summary ------------------------------------------------------- Alleged Debtor: Ranchland Holdings, Ltd. PO Box 1077 Kaufman, TX 75142 Case Number: 15-33461 Involuntary Chapter 11 Petition Date: August 28, 2015 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Stacey G. Jernigan Petitioner's Counsel: Hudson M. Jobe, Esq. QUILLING, SELANDER, LOWNDS, ET AL 2001 Bryan Street, Suite 1800 Dallas, TX 75201 Tel: (214) 871-2100 Fax: (214) 871-2111 Email: hjobe@qslwm.com Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ American Liberty Oil Company, LP Debt $674,281 PO Box 1077 Kaufman, TX 75142 REPUBLIC AIRWAYS: May File for Bankruptcy if Union Talks Fail ------------------------------------------------------------- BrokerBank Securities, Inc. on Aug. 31 disclosed that Republic Airways Holdings, Inc. shares have fallen from $8.50/ share on July 24th to a low of $2.01 on Aug. 27th as the airline battles the Teamsters union representing its 2,200 pilots. There is speculation that RJET will file bankruptcy should the negotiations fail. On Friday, Aug. 28, the company's shares bounced up, closing at $2.65. BrokerBank Securities' due diligence discovered exactly where the Union negotiations stand. To view use the link below. http://bit.ly/_RJET-Due_Diligence 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. RESPONSE GENETICS: Has Interim Authority to Obtain SWK DIP Loan --------------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware gave Response Geetics, Inc., interim authority to obtain postpetition financing and use cash collateral to fund operations, market assets, hold an auction and consummate a sale of substantially all of its assets. As previously reported by The Troubled Company Reporter, Response Genetics, as of Aug. 9, 2015, entered into a senior secured, super-priority debtor-in-possession financing arrangement with SWK Funding LLC, Swiftcurrent Partners LP, and Swiftcurrent Offshore Master Ltd. under which the Company may borrow up to $16,250,000 to finance operations and working capital during its chapter 11 proceedings, pay certain costs and expenses (including the costs and expenses of the Company's chapter 11 proceedings), and fund payment of interest and fees to the DIP Lenders, and for certain other purposes. Indebtedness incurred under the DIP Facility accrues interest at a per annum floating rate equal to the sum of (a) a LIBOR-based rate defined in the DIP Facility documents plus (b) 12.5%. Indebtedness under the DIP Facility matures 60 days after the commencement of the Company's chapter 11 case and is secured by substantially all of the assets of the Company. The Court ordered that upon the closing of the sale of the Debtors' assets, the winning bidder is directed to pay the amounts payable under the 363 asset Purchase Agreement directly to the DIP agent, for the immediate application to the Dip Credit facility Obligations, Prepetition SWK Obligations and Revolving Loans Obligations, subject to the carve-out and subject to and consistent with the terms of the Intercreditor Agreement. The Official Committee of Unsecured Creditors filed a limited objection stating that the Committee does not object in theory to an appropriate sale process that provides a clear path to recovery for unsecured creditors, supported by a DIP financing budget that provides the Committee with the resources it needs to carry out its statutory duties. The Debtors put into context a DIP Financing Motion that is deficient in material respects. Chief among those deficiencies is a budget tied to a sale process that contemplates a going concern sale primarily for the benefit of secured creditors, where the Debtor admittedly was unable to effectuate a sale outside of bankruptcy notwithstanding extensive effort, without any evidence of benefit to general unsecured creditors, the Committee asserted. The Committee objects to what it sees as a deficient DIP Financing Motion in support of a deficient sale process. The Debtor is represented by: JN. Pomerantz, Esq. I. Kharasch, Esq. James E. O'Neill, Esq. John W. Lucas, Esq. 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Tel: 3 02/652-4100 Fax: 302/652-4400 Email: jpomerantz@pszjlaw.com ikharasch@pszj law.com joneill@pszjlaw.cam The Official Committee of Unsecured Creditors is represented by: Frederick B. Rosner, Esq. Julia B. Klein, Esq. THE ROSNER LAW GROUP LLC 824 Market Street, Suite 810 Wilmington, DE 19801 Tel: (302) 777-1111 Email: rosner@teamrosner.com klein@teamrosner.com -- and -- Carren B. Shulman, Esq. SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 30 Rockefeller Plaza New York, NY 10112 Tel: 212.653.8700 Fax: (212) 655-1740 Email: CShulman@sheppardmullin.com -- and -- Ori Katz, Esq. SHEPPARD, MULLIN, RICHTER & HAMPTON LLP Four Embarcadero Center Seventeenth Floor San Francisco, CA 94111 Tel: 415.434.9100 Fax: (415) 434-3947 Email: OKatz@sheppardmullin.com About Response Genetics Los Angeles, California-based Response Genetics, Inc. (otcqb:RGDX) -- http://www.responsegenetics.com-- is a CLIA-certified clinical laboratory focused on the development and sale of molecular diagnostic testing services for cancer. The Company's technologies enable extraction and analysis of genetic information derived from tumor cells stored as formalin-fixed and paraffin-embedded specimens. The Company's principal customers include oncologists and pathologists. In addition to diagnostic testing services, the Company generates revenue from the sale of its proprietary analytical pharmacogenomic testing services of clinical trial specimens to the pharmaceutical industry. Response Genetics, fdba Bio Type, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 15-11663) on Aug. 9, 2015, represented by James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Canaccord Genuity, Inc., serves as its investment banker; and Rust Consulting Omni Bankruptcy acts as its claims and noticing agent. The Company disclosed total assets of $10.7 million and total debts of $15.7 million. The petition was signed by Thomas Bologna, chairman and chief executive officer. * * * Response Genetics has executed a "stalking horse" agreement to sell all of its business assets to Cancer Genetics, Inc. for $14,000,000, comprised of a 50/50 split in value of cash and the common stock of CGI. CGI is represented by Kramer Levin Naftalis & Frankel LLP's James A. Grayer, Esq. SABLE OPERATING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Sable Operating Company d/b/a Nytex Petroleum, Inc. 12222 Merit Drive, Suite 1850 Dallas, TX 75251 Case No.: 15-33460 Chapter 11 Petition Date: August 28, 2015 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Stacey G. Jernigan Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 Email: joyce@joycelindauer.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Michael Galvis, president and chief executive officer. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Basic Energy Services, LP Business Debt $564,316 P.O. Box 841903 Dallas, TX 75284 Go Frac, LLC Real Property $302,754 801 Cherry Street, Suite 1200 Fort Worth, TX 76102 Texas Tank Trucks, Inc. Business Debt $178,509 Wild Horse Minerals, LLC Business Debt $171,666 Baker Hughes Business Debt $166,654 Cory and Jennifer Hall Business Debt $792,274 507 Sir Barton Parkway Midland, TX 79705 RKJ Holdings, LLC Business Debt $97,702 MLV & Co. Business Debt $80,500 Midland Pipe & Equipment, Inc. Business Debt $250,000 P.O. Box 8715 Midland, TX 79708 Nadel & Gussman Business Debt $77,288 Stewart Tank Co. & Oilfield Business Debt $71,038 Supply, Inc. RWLS, LLC Business Debt $62,945 Haliburton Energy Services, Inc. Business Debt $53,077 Whitley Penn Business Debt $47,587 Dwaine Abraham Business Debt $46,638 Archer Wireline LLC Business Debt $41,200 C & D Services, Inc. Business Debt $38,519 BWS Briley Well Services, Ltd. Business Debt $34,710 IHS Global Inc. Business Debt $32,036 Production Meter & Testing Business Debt $26,030 SABLE OPERATING: Files for Ch. 11 After Defaulting on Debt ---------------------------------------------------------- Sable Operating Company, doing business as Nytex Petroleum, Inc., sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 15-33460) in Dallas on Aug. 28, 2015. Sable said in a court filing that it is in default of $11,325,000 senior secured note and is unable to cure the default. Sable received a notice of foreclosure with a Sept. 1, 2015 sale. The bankruptcy filing stays the sale. At a board meeting Aug. 20, 2015, aside from the bankruptcy filing, Sable discussed the possibility of taking legal action against Cory Hall, former director, president and COO, who may have breached his fiduciary duties to unsecured creditors and shareholders. According to the court filing, Mr. Hall was responsible for incurring vendor payables that Sable was not capable of paying. Mr. Hall resigned from all his positions with Sable, and became part of a creditor committee to foreclose on the asset. Mr. Hall also required Sable to sign a $792,000 promissory note collateralized by all of Sable's non-operated properties. The case is assigned to Judge Stacey G. Jernigan. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, in Dallas, serves as counsel. Sable estimated $10 million to $50 million in assets and debt. SEQUA CORP: Moody's Lowers Corp. Family Rating to Caa2, Outlook Neg ------------------------------------------------------------------- Moody's Investors Service has downgraded its ratings for Sequa Corporation, including the Corporate Family Rating (CFR) to Caa2 from Caa1 and the Probability of Default Rating (PDR) to Caa2-PD from Caa1-PD. The company's senior secured bank debt and senior unsecured bond ratings were also downgraded, to Caa1 from B3 and to Ca from Caa3, respectively. The rating outlook is negative. "The downgrades reflect a weakening liquidity profile driven by expectations of negative free cash flow and concerns around a further erosion in earnings", according to Eoin Roche, Vice President and Moody's lead analyst for Sequa. "In conjunction with the ensuing elevated default risk, the highly leveraged balance sheet calls into question the sustainability of the company's capital structure", added Roche. This is a summary of Moody's ratings and rating actions taken for Sequa Corporation: Corporate Family Rating, downgraded to Caa2 from Caa1 Probability of Default Rating, downgraded to Caa2-PD from Caa1-PD $200 million senior secured revolver due 2017, downgraded to Caa1 (LGD3) from B3 (LGD3) $1,268 million (outstanding) senior secured term loan due 2017, downgraded to Caa1 (LGD3) from B3 (LGD3) $350 million senior unsecured notes due 2017, downgraded to Ca (LGD 5) from Caa3 (LGD5) Rating Outlook, revised to Negative from Stable RATINGS RATIONALE Sequa's highly leveraged balance sheet and weak cash flow profile heighten the company's near-term default risk and increase the likelihood of a requisite restructuring event in the next 12 to 18 months. Sequa's liquidity profile has been tightening and is expected to erode further over the forward period, with declining cash balances ($44 million as of June 2015), constrained availability under the revolving credit facility and heavy reliance on its current $75 million receivables financing facility ($65 million outstanding as of June 2015) which matures March 2016. As of June 2015, Debt-to-EBITDA on a Moody's adjusted basis was in excess of 10x, and near-term deleveraging prospects are viewed to be very limited given Moody's anticipation of continued earnings weakness in the company's principal Chromalloy segment. According to Moody's, Sequa's independent engine repair business continues to face a difficult operating environment with a surplus of spare parts for many engine platforms and declining volumes on legacy programs such as the KC-10 and United PW2000 creating significant earnings and cash flow headwinds. On-going restructuring and impairment charges along with execution issues at the company's UK Trac facility further complicate an already noisy earnings profile. Efforts to mitigate these trends through an increased focus on OEM licensed repair and new engine build have gained some traction but have thus far been insufficient to offset the aforementioned issues. The combination of lower volumes on OEM-related work and reduced volumes on certain legacy programs has resulted in lower absorption of fixed over-head costs and a material weakening of profitability. These negative considerations are partially mitigated by Sequa's well-established market position within its niche engine repair/parts segment, and the company's long-standing customer relationships and continued growth and stability in its Precoat business. The ratings further recognize the considerable barriers to entry in the engine repair/parts segment resulting from stringent FAA and OEM approval requirements. The negative outlook reflects concerns about heightened default risk given expectations of continued deterioration in the Chromalloy segment, in particular, along with a tightening liquidity profile over the next 2 to 4 quarters. The rating could be downgraded again if earnings continue to deteriorate or free cash flow remains negative and Sequa subsequently becomes more reliant upon its currently undrawn revolving facility. Further deterioration in KC-10 related revenue and/or a further deterioration in performance at the Trac facility could also pressure the ratings downward. At this time a rating upgrade is unlikely; however, improved earnings and cash flows coupled with Moody's-adjusted Debt-to-EBITDA sustained below 8x could temper the negative bias and possibly warrant consideration for a ratings upgrade. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. Sequa Corporation, headquartered in Tampa, FL, is a diversified industrial company operating in two business segments: Aerospace, through Chromalloy Gas Turbine, and metal coating, through Precoat Metals. Sequa was purchased via a $2.8 billion LBO by affiliates of Carlyle Partners V, L.P. (Carlyle) in December 2007. Revenues for the twelve months ended June 2015 were $1.3 billion. SOUTHCROSS ENERGY: Moody's Lowers CFR to 'B2', Outlook Negative --------------------------------------------------------------- Moody's Investors Service downgraded Southcross Energy Partners, LP's Corporate Family Rating to B2 from B1, Probability of Default (PDR) to B2-PD from B1-PD, and senior secured term loan rating to B2 from B1. The outlook was changed to negative from stable. The SGL-3 Speculative Grade Liquidity Rating was affirmed. Moody's also downgraded the ratings of Southcross Holdings Borrower LP's (Holdings) ratings, which wholly owns the general partner (GP) of Southcross. Holdings' Corporate Family Rating was downgraded to Caa1 from B2, Probability of Default Rating (PDR) to Caa1-PD from B2-PD, and senior secured term loan rating to Caa1 from B2. Holdings' SGL-3 Speculative Grade Liquidity Rating was affirmed. The outlook is stable. "These downgrades reflect the high financial leverage of both Southcross and Holdings, a challenged commodity price environment that will restrain volume growth around their respective asset footprint, and the need for ongoing support from their private equity sponsors to ensure adequate liquidity and covenant compliance," commented Sajjad Alam, Moody's Analyst. "While the high proportion of fixed fee and minimum volume commitment contracts will provide a base level of cash flows, volume growth will materialize more slowly than previously expected in a tough market environment leaving leverage elevated through 2016." Ratings Downgraded: Southcross Energy Partners, LP Corporate Family Rating, Downgraded to B2 from B1 Probability of Default Rating, Downgraded to B2-PD from B1-PD Senior Secured Bank Credit Facility, Downgraded to B2 (LGD-3) from B1 (LGD-3) Southcross Holdings Borrower LP Corporate Family Rating, Downgraded to Caa1 from B2 Probability of Default Rating, Downgraded to Caa1-PD from B2-PD Senior Secured Bank Credit Facility, Downgraded to Caa1 (LGD-4) from B2 (LGD-4) Ratings Affirmed: Southcross Energy Partners, LP Speculative Grade Liquidity Rating, SGL-3 Southcross Holdings Borrower LP Speculative Grade Liquidity Rating, SGL-3 Outlook Actions: Southcross Energy Partners, LP Change to Negative from Stable Southcross Holdings Borrower LP Stable Outlook RATING RATIONALE Southcross' B2 CFR reflects its limited scale, concentration in the Eagle Ford Shale and Moody's expectation of continued high leverage and challenging industry conditions through 2016. Given the uncertainty around future upstream spending levels, the company will face elevated volume growth risks as it tries to expand its cash flow base through organic initiatives and asset dropdowns from Holdings. The CFR also assumes continued support from Southcross' private equity sponsors and our expectation that the partnership will maintain a distribution coverage ratio near 1x in 2016. Southcross' ratings benefit from its significant minimum volume commitment contracts with upstream customers, fixed-fee and fixed-spread contractual arrangements that mitigate commodity price risk, and integrated midstream business model that helps earn fees multiple times as it moves natural gas and NGLs from the wellhead to end user markets. Holdings' Caa1 CFR reflects its very high financial leverage and structurally subordinated position to Southcross, in which Holdings owns a 61% limited partnership (LP) stake as well as the 2% GP interest. The two-notch rating separation between the GP parent and the MLP subsidiary reflects Holdings' extraordinarily high leverage that may not improve until 2017. The rating also considers the discrete assets of Holdings which, notwithstanding future dropdowns, will likely generate roughly 70% of Holdings' cash flows through 2016. However, as asset dropdowns are completed, Holdings will become increasingly reliant on the subordinated cash flow stream from Southcross. The Caa1 rating recognizes the execution risk associated with its growth capital spending program through 2016 to develop and incubate assets for future dropdowns. The rating also incorporates ongoing sponsor commitment to provide equity funding as needed, consistent with recent support provided. The SGL-3 rating at Southcross reflects adequate liquidity through 2016. Southcross had $117 million outstanding on its $200 million revolver as of June 30, 2015. Borrowings will increase through mid-2016 as the partnership continues investing in growth projects despite a $50 capital commitment from its private equity sponsors. The revolver requires leverage (debt/EBITDA) to be limited to 5.75x on September 30, 2015, stepping down to 5.5x on Dec. 31, 2015, and 5.25x on September 30, 2016, and to 5x after December 31, 2016. Given the slower than expected ramp up in EBITDA, Southcross will likely be in violation of its leverage covenant through mid-2016. However, Southcross has received sufficient equity investments from its sponsors to provide the necessary equity cures as allowed for in the debt agreement to keep Southcross in compliance. Alternate sources of liquidity for the partnership through potential asset sales are limited. Holdings should also have adequate liquidity through 2016, reflected in the SGL-3 rating. Moody's expects Holdings to get a $125 million equity infusion from the PE sponsors to fund its growth and dropdown plans through 2016. There are no maintenance financial covenants in Holdings' term loan agreement, and as a result, the very high leverage at Holdings will not bring about an acceleration of the term loan. Moody's don't expect Holdings to use its $50 million revolver in the near future, which only has a springing financial covenant that gets triggered if availability falls below 75%. The negative outlook for Southcross reflects its high leverage and the challenging industry environment. Southcross' CFR could be downgraded if leverage does not decline below 5.5x by the end 2016 as expected. Moody's expects that Southcross will likely absorb additional dropdowns from Holdings, and that these transactions will be funded in a manner to reduce financial leverage. If annual EBITDA at Southcross approaches $150 million with leverage remaining below 4.5x, Southcross could be upgraded. An upgrade of Holdings will be contingent on a rating upgrade of Southcross and significant debt reduction at the holding company. Moody's would look for stand-alone leverage to trend towards 6x to consider an upgrade. Weak liquidity or a downgrade of Southcross' CFR will likely trigger a downgrade for Holdings. The B2 rating on Southcross' senior secured term loan facility reflects its first-lien interest in substantially all of the assets of Southcross. The $450 million term loan and the $200 million revolving credit facility at Southcross rank pari passu. Having a single class of debt in the capital structure results in the term loan being rated at the B2 CFR level under Moody's Loss Given Default Methodology. The Caa1 rating on Holdings' senior secured second-lien term loan reflects the relatively small size of the first-lien $50 million revolver in relation to Holdings' term loan, resulting in the term loan being rated the same as the Caa1 CFR under Moody's Loss Given Default Methodology. The principal methodology used in this rating was Global Midstream Energy published in December 2010. Southcross Energy Partners, LP is a midstream MLP headquartered in Dallas, Texas. Southcross Holdings Borrower LP wholly owns the general partner of Southcross and is also headquartered in Dallas, Texas. SOUTHGOBI RESOURCES: TSX Delisting Review Extended Until Sept. 30 ----------------------------------------------------------------- SouthGobi Resources Ltd. on Aug. 30 announced the confirmation of the extension to the Toronto Stock Exchange delisting review until September 30, 2015. As announced by the Company on July 29, 2015, a meeting of the Continued Listing Committee of TSX was scheduled on August 25, 2015 and their decision was expected no later than August 28, 2015. On August 28, 2015 the Company received confirmation from the Committee that it will schedule a review meeting on September 28, 2015 and will defer its delisting decision as to whether the Company has met the listing requirements of the TSX until September 30, 2015. The Company believes the extension will provide sufficient time for the implementation of the Proposed Funding Plan described in the Management's Discussion and Analysis issued on August 13, 2015, which will allow it to meet its short term financing needs, and that it will be compliant with the continued listing requirements of the TSX; however, no assurance can be provided that the Proposed Funding Plan will be successfully implemented or to the outcome of the remedial delisting review when it occurs and the Company's Common Shares may become subject to delisting from the TSX. If, at any time, the TSX becomes aware of additional negative developments such that the continued trading or listing of the Company's securities is contrary to the public interest, an expedited review will be initiated. For additional detail, please refer to the section "Liquidity and Capital Resources" under the heading "TSX Financial Hardship Exemption Application and Status of Listing on the TSX" in the MD&A issued on August 13, 2015 and available on SEDAR at www.sedar.com About SouthGobi SouthGobi, listed on the Toronto and Hong Kong stock exchanges, is focused on exploration and development of its metallurgical and thermal coal deposits in Mongolia's South Gobi Region. It has a 100% shareholding in SouthGobi Sands LLC, a Mongolian registered company that holds the mining and exploration licenses in Mongolia and operates the flagship Ovoot Tolgoi coal mine. Ovoot Tolgoi produces and sells coal to customers in China. STILLWATER MINING: S&P Raises Sr. Unsecured Debt Rating to 'BB' --------------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its issue-level rating on Billings, Mont.-based Stillwater Mining Co.'s senior unsecured debt to 'BB' from 'BB-'. At the same time, S&P revised the recovery rating on the debt to '1' from '2', indicating its expectation for very high (90% to 100%) recovery in the event of a payment default. S&P's 'B+' corporate credit rating and stable rating outlook on Stillwater Mining are unaffected. The upgrade factors in S&P's notching framework for speculative-grade issuers, which is based on the recovery rating. The revised recovery rating reflects improved recovery prospects for the unsecured debt following Stillwater's redemption of $30 million in revenue bonds in 2014, as well as a change in S&P's revolving credit facility usage assumptions for recovery analysis. RECOVERY ANALYSIS Key analytical factors -- S&P continues to assess recovery prospects for Stillwater's senior unsecured debt on the basis of a reorganization value of approximately $475 million. -- S&P's recovery analysis assumes that the company's $125 million ABL facility would be 65% drawn, with about $17.5 million of standby letters of credit. -- S&P assumes that the standby letters of credit will remain undrawn but ongoing contingent obligations. Simulated default and valuation assumptions -- Year of default: 2019 -- Distressed EBITDA at emergence: $75 mil. -- Implied EBITDA multiple: 5x -- Implied stressed valuation: $375 mil. -- Discrete asset valuation for Peregrine assets: $100 mil. Simplified waterfall -- Estimated net EV (after 3% administrative costs): $461 mil. -- Estimated priority claims: $67 mil. ------------------------------------- Estimated EV after priority claims: $394 mil. ------------------------------------- -- Estimated senior unsecured claims: $402 mil. -- Senior unsecured debt rating: '1' -- Senior unsecured debt: 'BB' Note: All debt amounts include six months of prepetition interest. Ratings List Stillwater Mining Co. Corporate Credit Rating B+/Stable/-- Upgraded; Recovery Ratings Revised Stillwater Mining Co. To From Senior Unsecured BB BB- Recovery Rating 1 2 STONEBRIDGE FINANCIAL: Bank Unit to Auctioned Off on October 22 --------------------------------------------------------------- Stonebridge Financial Corporation entered into an asset purchase agreement with certain current stockholders of the Debtor, in which they propose to acquire the stock of Stonebridge Bank, the sole asset of the Debtor. An auction sale of the bank will take place at the law offices of Drinker Biddle & Reath LLP, One Logan Square, Ste. 2000 in Philadelphia, Pennsylvania, on Oct. 22, 2015, at 9:300 a.m. (Prevailing Eastern Time). The total purchase price will be $550,000. The stalking horse bidders have already made a deposit of $55,000, which will be refunded if the stalking horse bidders are not the successful bidder at the auction, and will pay the remaining purchase price in cash at closing. The sale will be free and clear of all liens, claims, and interest. The proposed sale of the Debtor's assets to the stalking horse bidders is subject to higher and better bids. The initial overbid must be in amount of at least $20,000, with subsequent overbids to be in increments of $50,000. Parties interested in submitting a bid for the Debtor's asset must take these followings steps: 1) Contact the Debtor's counsel to obtain a copy of the arrangement between the Debtor and the stalking horse bidders; 2) No later than Oct. 19, 2015, at 4:00 p.m. (prevailing Eastern Time), provide the Debtor with a draft asset purchase agreement, together with a back-line version marked to show changes from the agreement; 3) The bid will fully disclose the identity of each entity that will be bidding for the asset or otherwise participating in connection with the bid, and the complete terms of any such participation; 4) The bid will state that the bidding party consents to the jurisdiction of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania; 5) The bid will include evidence of authorization and approval from the bidder's board of directors with respect to the submission, execution, delivery and closing of the purchase agreement of the bidder; 6) The bid will be accompanied by and provide the Debtor with evidence of financial ability to consummate the purchase; 7) At the time of submission of the bid, the bidder will provide the Debtor with a good faith deposit of 10% of the bid, refundable after closing with the successful bidder if the bidder is outbid at the auction, provide, however, that if the bidder is the successful bidder and falls to the consummate an approved sale because of a breach or failure to perform on the part of such successful bidder, the Debtor will not have any obligation to return the good faith deposit deposited by the successful bidder, and the good faith deposit will be irrevocably become property of the Debtor; and 8) Agree to appear in Court to participate in the auction. The firm can be reached at: Drinker Biddle & Reath LLP Joseph N. Argentina, Jr. One Logan Square, Suite 2000 Philadelphia, PA 19103-6996 Tel: (215) 988-2700 Fax: (215) 988-2757 Email: Joseph.Argentina@dbr.com About Stonebridge Financial Corp. Stonebridge Financial Corp. -- http://www.stonebridgebank.com-- was formed in 1999 as the parent company to Stonebridge Bank. Based in West Chester, PA, Stonebridge Bank serves commercial and retail banking customers through its banking offices in West Chester and Warminster. In addition, Stonebridge Bank offers a complete range of banking services at the branch locations and through its website. The Company filed for Chapter 11 bankruptcy protection on June 18, 2015 (Bankr. E.D. Penn. Case No. 15-14353). Judge Eric L. Frank presides the Debtor's case. Joseph N. Argentina, Jr., Esq., and Andrew Charles Kassner, Esq., at Drink Biddle & Reath LLP, represent the Debtor. The Debtor estimated assets of between $500,000 and $1 million, and liabilities between $10 million and $50 million. SURGICAL SPECIALTIES: S&P Affirms 'B' Corporate Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services affirmed all of its ratings, including the 'B' corporate credit rating, on Surgical Specialties Corp. (U.S.) Inc. At the same time, S&P revised the outlook to stable from negative. "The outlook revision reflects the stabilization of the company's business in the first half of 2015," said Standard & Poor's credit analyst David Kaplan. Financial performance through June 30, 2015, was above S&P's prior expectations. More specifically, the company experienced mid-single-digit sales growth, despite increased competition in its Quill and OEM segment. It also reflects S&P's expectation that restructuring charges relating to the transition of the company's U.S. manufacturing to Mexico are nearing completion, leading to margin expansion in the coming quarters. S&P expects EBITDA will be about $26 million for 2015, approximately 5% higher than S&P's previous forecast. S&P expects the company's revenue and EBITDA to grow in 2015 and 2016 and for the company to generate moderate free operating cash flow, sufficient to cover its mandatory debt amortization payments. Surgical Specialties is a small manufacturer of wound closure medical devices (sutures and needles), surgical blades, and related materials. Although the company has good positions in niche specialties such as dentistry and ophthalmology, it competes with much larger, better-capitalized firms such as Johnson & Johnson and Covidien PLC. S&P's business risk assessment reflects the company's limited scale compared to peers, narrow business focus, product and customer concentration (with the top five customers generating about 25% of revenues), and the commodity-like low-technology nature of the majority of its products. S&P views the company's business risk profile as "vulnerable". The company focuses on niche specialties, such as dental and ophthalmology which larger competitors are less focused on. The stable rating outlook on Surgical Specialties reflects S&P's expectation that the company will generate free operating cash flow over 2015 and 2016, stemming from modest revenue growth and material EBITDA margin expansion, helped by the conclusion of restructuring charges relating to the transfer of production to its manufacturing facility in Mexico. Although unlikely, S&P could consider a lower rating if the company experiences a material loss of market share or if disruptions to its production facility occurs. The company's profitability would have to erode substantially, such that adjusted debt leverage would increase to above 5x. This could occur if gross margins contracted by 15% coupled with a 10% decline in revenues. S&P could raise the rating if the company increases its scale or builds a more diverse and defensible product portfolio, prompting S&P to consider revising its business risk assessment. This would likely result from a transformative acquisition. S&P could also raise the rating if it become convinced the company has adopted a more conservative financial policy. SYMETRA FINANCIAL: Moody's Reviews (P)Ba2 Rating for Upgrade ------------------------------------------------------------ Moody's Investors Service has placed on review for upgrade the Baa3 senior debt and Ba1 (hyb) junior subordinated debt ratings of Symetra Financial Corporation (Symetra; NYSE: SYA) as well as the A3 long-term and P-2 short-term insurance financial strength (IFS) ratings of Symetra's key life insurance operating subsidiary, Symetra Life Insurance Company (Symetra Life). The rating action follows the announcement by Sumitomo Life Insurance Company (Sumitomo Life, A1 IFS, stable) of its proposed acquisition of all the outstanding stock of Symetra for $3.7 billion of cash in a transaction expected to close in the first half of 2016, subject to regulatory and shareholder approvals. RATINGS RATIONALE Commenting on the announced transaction, Moody's Vice President -- Senior Analyst, Shachar Gonen said, "Following the acquisition by Sumitomo Life, we expect Symetra's business strategy and risk profile to remain essentially unchanged and the current management team and other key employees to remain in place." The review for upgrade of Symetra's debt ratings is driven by the acquirer being a higher rated company and Moody's expectation that Sumitomo Life would likely provide some level of support to Symetra's creditors to protect Sumitomo Life's $3.7 billion investment. The review for upgrade of Symetra Life's IFS ratings reflects the anticipated improvement in Symetra's financial flexibility post-close as well as its improving market position, solid capitalization and the potential benefit from financial support by a higher rated ultimate parent. Moody's review will focus on the approval and execution of the acquisition, ultimate organizational structure, and financial/capital management plans for Symetra. Moody's commented that Symetra's good credit profile reflects its low financial leverage, strong capitalization and consistent and good profitability. The rating is also supported by Symetra Life's strong asset quality and relatively stable liability profile. Moody's noted that Symetra is a consistent leader in the bank-distributed fixed annuity market and medical-stop loss insurance and has improved its relatively modest market position with the establishment of a good presence in the fixed indexed annuity (FIA) market over the past few years. The rating agency commented that offsetting these strengths are the highly interest-sensitive nature of Symetra Life's liabilities, including deferred annuities and structured settlements. The company faces continued pressure from spread compression and reinvestment risk in the persistently low US interest rate environment. RATING DRIVERS The rating agency noted that if the transaction closes with the currently planned ownership structure, Symetra Life's IFS rating would likely be raised by one notch, while there is potential for Symetra's debt ratings to be raised by up to two notches. Conversely, if the transaction does not close, Symetra's and Symetra Life's ratings would likely be confirmed. In addition, Moody's said the following factors could place upward pressure on Symetra's ratings: return on capital (ROC) consistently above 6%; earnings and cashflow coverage at Symetra Financial consistently greater than 6x and 4x, respectively. Conversely, the following factors could place downward pressure on Symetra's ratings: failure to maintain pricing discipline with growing sales in new markets; ROC falls below 4%; consolidated financial leverage at Symetra exceeds 30%; or earnings coverage of less than 4x. The following ratings have been placed under review for upgrade: Symetra Financial Corporation -- senior debt at Baa3; junior subordinated notes at Ba1 (hyb); senior unsecured shelf at (P)Baa3; subordinated shelf at (P)Ba1; junior subordinated shelf at (P)Ba1; preferred shelf at (P)Ba2; Symetra Life Insurance Company -- long-term insurance financial strength at A3; short-term insurance financial strength at Prime-2. Symetra Financial Corporation is a Bellevue-based, public company that sells insurance and related financial products. At June 30, 2015, it reported consolidated GAAP assets of approximately $34 billion and consolidated GAAP shareholders' equity of about $3.2 billion. Symetra Life Insurance Company, its wholly-owned life insurance subsidiary, reported total statutory assets of approximately $29 billion and adjusted statutory capital and surplus of about $2 billion at March 31, 2015. THORNBURG MORTGAGE: Judge Rules Against RBC Capital --------------------------------------------------- Judge George L. Russell, III, of the United States District Court for the District of Maryland, in a memorandum opinion dated Aug. 26, 2015, denied RBC Capital Markets, LLC's motion for summary judgment in the case filed by Joel I. Sher, Chapter 11 trustee for Thornburg, Inc., arising from the repo transactions relationship between RBC and Thornburg. Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review, reported that Judge Russell has awarded the court-appointed trustee $45 million in his crisis-era lawsuit against RBC, finding the bank shortchanged the mortgage lender when it seized and subsequently sold some of its assets. According to the report, Judge Russell ruled that RBC Capital, the investment-banking arm of Royal Bank of Canada, improperly sold the assets backing repurchase agreements the mortgage lender had used to fund its business. RBC seized the mortgage securities after Thornburg defaulted during the turmoil in mortgage market in August 2007, the report related. The case is JOEL I. SHER, Plaintiff, v. RBC Capital Markets, LLC, Defendant, CIVIL ACTION NO. GLR-11-1998 (D. Md.). A full-text copy of Judge Russell's Decision is available at http://is.gd/8bPbSMfrom Leagle.com. Joel I. Sher, Plaintiff, represented by Daniel Joseph Zeller, Esq. -- djz@shapirosher.com -- Shapiro Sher Guinot Sandler, Richard Marc Goldberg, Esq. -- rmg@shapirosher.com -- Shapiro Sher Guinot and Sandler, Eric R Harlan, Esq. -- erh@shapirosher.com -- Shapiro Sher Guinot and Sandler, Joel I Sher, Esq. -- jis@shapirosher.com -- Shapiro Sher Guinot & Sandler & Paul Mark Sandler, Esq. -- pms@shapirosher.com -- Shapiro Sher Guinot and Sandler. RBC Capital Markets, LLC, Defendant, represented by Claudia Callaway, Esq. -- claudia.callaway@kattenlaw.com -- Katten Muchin Rosenman LLP, Brian Lee Muldrew, Esq. -- brian.muldrew@kattenlaw.com -- Katten Muchin Rosenman LLP, Bruce Gordon Vanyo, Esq. -- bruce@kattenlaw.com -- Katten Muchin Rosenman LLP & William Michael Regan, Esq. -- william.regan@kattenlaw.com -- Katten Muchin Rosenman LLP. Joel I. Sher, Trustee, represented by Joel I Sher , Shapiro Sher Guinot & Sandler. About Thornburg Mortgage Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. was a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable rate mortgages. It originated, acquired, and retained investments in adjustable and variable rate mortgage assets. Its ARM assets comprised of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. Thornburg Mortgage and its four affiliates filed for Chapter 11 bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009. Thornburg changed its name to TMST, Inc. Judge Duncan W. Keir is handling the case. David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, served as counsel to Thornburg Mortgage. Orrick, Herrington & Sutcliffe LLP served as special counsel. Jim Murray and David Hilty of Houlihan Lokey Howard & Zukin Capital, Inc., served as investment banker and financial advisor. Protiviti Inc. served as financial advisory services. KPMG LLP served as the tax consultant. Epiq Systems, Inc., serves claims and noticing agent. Thornburg disclosed total assets of $24.4 billion and total debts of $24.7 billion, as of Jan. 31, 2009. On Oct. 28, 2009, the Court approved the appointment of Joel I. Sher as the Chapter 11 Trustee for the Company, TMST Acquisition Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging Strategies, Inc. He is represented by his firm, Shapiro Sher Guinot & Sandler. TIGER CAR WASH: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Tiger Car Wash LLC 3515 Route 1 South Princeton, NJ 08540 Case No.: 15-26276 Chapter 11 Petition Date: August 28, 2015 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Kathryn C. Ferguson Debtor's Counsel: Douglas T Tabachnik, Esq. LAW OFFICES OF DOUGLAS T TABACHNIK, PC Woodhull House Suite C 63 West Main Street Freehold, NJ 07728 Tel: 732-780-2760 Fax: 732-792-2761 Email: dtabachnik@dttlaw.com Total Assets: $4.7 million Total Liabilities: $5.87 million The petition was signed by Marvin Ginsberg, managing member. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/njb15-26276.pdf TWENTYEIGHTY INC: Moody's Retains Ratings Over Covenant Amendment ----------------------------------------------------------------- Moody's Investors Service said that TwentyEighty, Inc.'s (B3, stable) recent covenant amendment and equity investment to repay revolver borrowings are credit positives as they greatly reduce the risk of a near term covenant violation and provide incremental liquidity. Moody's notes there are no changes in its ratings on the company. ULTIMATE NUTRITION: Bank Seeks Probe on Missing Shake Ingredients ----------------------------------------------------------------- Katy Stech, writing for The Wall Street Journal, reported that the top executive at Ultimate Nutrition Inc., says he destroyed millions of dollars of the shake supplement ingredients and other raw materials before putting the company into bankruptcy last year. Executives at TD Bank N.A., which has been fighting the Connecticut company over a $13 million loan, don't believe it and are calling for an investigation into what happened to the ingredients, speculating in recent court papers that they might have been "moved off site," the report related. Perhaps the ingredients never existed in the first place but were used to "pump up" the company's financial statements -- a move that would have enabled Ultimate Nutrition to get access to a bigger loan, bank officials said, according to the Journal. Chief Executive Brian Rubino says he went to Ultimate Nutrition's warehouse and got rid of roughly 40% of company's bank-monitored inventory because of its "unsaleability," the Journal said, citing documents filed in U.S. Bankruptcy Court in Hartford. That move cost the company $3.8 million, the Journal noted. About Ultimate Nutrition Ultimate Nutrition, Inc., develops and distributes nutritional supplements for body building, enhanced athletic performance and fitness. The products are sold worldwide in over 100 countries. The business was founded in 1979 by the late Victor H. Rubino, one of the top amateur power lifters in the United States at that time. The company has two facilities located in Farmington, Connecticut, one product distribution center in New Britain, Connecticut and a research and development center in West Palm Beach, Florida. Ultimate Nutrition and affiliate Prostar, Inc., sought Chapter 11 bankruptcy protection (Bankr. D. Conn. Case Nos. 14-22402 and 14-22403) on Dec. 17, 2014. On Dec. 19, 2014, the Court entered an order directing the joint administration of the Debtors' cases for procedural purposes. The Debtors have tapped Pullman & Comley, in Bridgeport, Connecticut, as counsel; LaQuerre Michaud & Company, LLC, as accountant; and Marcum LLP, as financial advisor. Ultimate Nutrition disclosed $20,157,424 in assets and $19,885,142 in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 2 appointed three creditors of to serve on the official committee of unsecured creditors. The Committee has selected Lowenstein Sandler, LLP to serve as its counsel, and Neubert, Pepe & Monteith, P.C. to serve as its local counsel. GlassRatner Advisory & Capital Group LLC, serves as its financial advisor. UNITED DISTRIBUTION: Moody's Lowers CFR to Caa1, Outlook Stable --------------------------------------------------------------- Moody's Investors Service downgraded United Distribution Group, Inc.'s (UDG) corporate family rating to Caa1 from B3 and its probability of default rating to Caa1-PD from B3-PD. At the same time, UDG's senior secured first lien credit facilities were downgraded to B3 from B2, and its senior secured second lien term loan was downgraded to Caa3 from Caa2. The ratings downgrades reflect the recent substantial deterioration in UDG's operating results and credit metrics and the expectation they will remain weak over the next 12 to 18 months. The ratings outlook is stable. These actions were taken: Issuer: United Distribution Group, Inc. Corporate Family Rating, Downgraded to Caa1 from B3; Probability of Default Rating, Downgraded to Caa1-PD from B3-PD; Outlook Actions: Outlook, remains at Stable Issuer: United Central Industrial Supply Senior secured first lien credit facilities, Downgraded to B3, LGD3 from B2, LGD3; Senior secured second lien term loan, Downgraded to Caa3, LGD5 from Caa2, LGD5. Outlook Actions: Outlook, remains at Stable RATINGS RATIONALE The United Distribution Group's Caa1 corporate family rating reflects its small size, high leverage, limited asset coverage, acquisitive history and significant exposure to the oil & gas and coal mining sectors, both of which have very weak short-term prospects. These factors are somewhat balanced by the company's market position, effective cost management and the countercyclical working capital needs and limited capital expenditure requirements of the distribution business model. The downgrade of UDG's ratings reflects the recent significant deterioration in its operating results and credit metrics and the expectation this will persist. UDG has been impacted by lower coal production and reduced oil & gas exploration and production activity. As a result, its adjusted EBITDA has declined by about 22% to $28 million during the first half of 2015 from $36 million during the same period in 2014. The weaker operating results have weighed on UDG's credit metrics, with its leverage ratio (Debt/EBITDA) rising to 6.7x and its interest coverage ((EBITDA-CapEx)/Interest Expense) declining to 1.2x. The weak trends in UDG's business are expected to persist in the near term. Moody's expects coal production to remain weak and for oil and natural gas exploration activity to remain soft as prices improve only modestly over the next 12 to 18 months. This will limit the demand for UDG's products since it generates about 75% to 80% of its revenues from the coal mining and upstream energy sectors. Therefore, Moody's expects UDG's adjusted EBITDA to be in the range of $50 million to $55 million in 2015 versus $70 million last year. This will keep UDG's credit metrics weak, with its leverage ratio around 7.5x to 8.0x and its interest coverage at about 1.0x. UDG is expected to maintain sufficient liquidity given its low capital needs and the likelihood it will generate cash from working capital reductions. The company had $12 million of cash and $26 million of borrowing availability on its $40 million revolving credit facility as of June 30, 2015. Availability on the revolver should increase in the second half of 2015 as the company uses cash generated from working capital reductions to pay down its revolver borrowings. UDG could potentially breach the 7.0x leverage covenant on its first and second lien credit agreements during the second half of 2015 since operating results will be weaker than last year. However, the company could cure any shortfall in EBITDA with an equity investment. UDG's stable outlook reflects Moody's expectation that its operating results and credit metrics will improve moderately in 2016 as oil and natural gas prices slowly recover, the company benefits from cost cutting initiatives implemented during 2015 and revolver borrowings are reduced with free cash flow. The stable outlook also considers the resilience of the distribution business model, which in a downturn should benefit from cash generated through reduced working capital. An upgrade of UDG is not likely in the near term, but could occur if operating results improve substantially and lead to significantly improved credit metrics. This would include the company's adjusted leverage ratio declining below 5.0x and its interest coverage rising above 1.5x. A downgrade could be triggered if UDG's leverage ratio is sustained above 6.5x, its interest coverage declines below 1.0x or there is a material contraction in liquidity. The principal methodology used in these ratings was Global Distribution & Supply Chain Services published in November 2011. The United Distribution Group, Inc. (UDG) operates through two wholly owned subsidiaries, United Central Industrial Supply, LLC (UCIS) and GHX Holdings, LLC (GHX). UCIS is a distributor of industrial supplies and services mostly to the North American underground mining industry and accounts for about 45% of UDG's sales. GHX is a fabricator and distributor of fluid transfer and sealing products to the energy industry and other industrial end markets and accounts for about 55% of UDG's sales. UDG generated $598 million in revenues for the 12-month period ended June 30, 2015. American Securities is the majority owner of UDG. UNIVERSAL HEALTH: Has Settlement With BankUnited; Sept. 24 Hearing ------------------------------------------------------------------ Soneet R. Kapila, Chapter 11 Trustee for the estate of Universal Health Care Group, Inc., asks the U.S. Bankruptcy for the Middle District of Florida to approve the settlement with BankUnited, N.A., as administrative agent, wherein the bank will have an additional allowed subordinated administrative claim in the amount of $125,000 for substantial contribution, so that the total allowed subordinated administrative claim for the bank is $800,000. A preliminary hearing on the settlement is set for Sept. 24, 2015, at 2:00 p.m. The Chapter 11 Trustee believes that the proposed Settlement represents a reduction in the asserted claim of $75,000. BankUnited filed a motion for reimbursement of professional fees and costs incurred in making a substantial contribution to the Debtor's Chapter 11 case and a supplemental application, seeking to recover $199,000 as a substantial contribution claim. The Chapter 11 Trustee has confirmed an amended plan for the Debtor. As set forth in that Plan, and as a result of prior settlements approved by the Court, BankUnited has an allowed subordinated administrative claim for $675,000, which represents funds contributed towards the confirmation of the Plan. The Plan provides that the subordinated administrative claim is subordinated for payment purposes to allowed Chapter 11 administrative claims, and is to be paid from post-petition recoveries pari passu with allowed post-confirmation administrative claims of the liquidating estate. Judge K. Rodney May granted on June 3, 2015, the Chapter 11 Trustees' renewed motion to enlarge the Local Rule 3020-1(e) deadlines consistent with order granting motion to extend time to file avoidance actions, despite Wells Fargo Bank, N.A. and Wells Fargo Securities, LLC's opposition. The Court previously entered an order granting the motion to extend the time to file avoidance actions, enlarging the deadline for filing Chapter 5 causes of action to Aug. 31, 2015. All other deadlines required by Local Rule 3020-1(e) have been extended to and including Aug. 31, 2015. Judge May approved in an order entered on June 2, 2015, the turnover of documents from the Debtor's counsel, Stichter, Riedel, Blain & Prosser, P.A., to the Chapter 11 Trustee, who is authorized to immediately disburse $461.97 to SRBP to pay for costs associated with the production of the correspondence to the Chapter 11 Trustee. About Universal Health Care Group Universal Health Care Group, Inc., owns an insurance company and three health-maintenance organizations that provide managed care services for government sponsored health care programs, focusing on Medicare and Medicaid. Universal Health was founded in 2002 by Dr. A.K. Desai and grew its operations of offering Medicare plans to more than 37,000 members to over 20 states. Universal Health filed a Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida regulators moved to put two of the company's subsidiaries in a receivership. Universal Health Care estimated assets of up to$100 million and debt of less than $50 million in court filings in a Tampa, Florida. Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser serves as counsel to the Debtor Soneet R. Kapila has been appointed the Chapter 11 Trustee in the Debtor's case. He is represented by Roberta A. Colton, Esq., at Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA. Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special conflicts counsel and E-Hounds, Inc., serves as a forensic imaging consultant to the Chapter 11 trustee. UNIVITA HEALTH: Files Chapter 7 Liquidation Case ------------------------------------------------ Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review, reported that Florida Medicaid manager and health-care provider, Univita Health Inc., has filed for chapter 7 bankruptcy protection as it faces a class-action lawsuit from employees after its contract with the state was ended and it shut down. According to the report, the company filed for chapter 7 -- indicating its intention to liquidate -- on Aug. 28 with the U.S. Bankruptcy Court in Wilmington, Del., after fully halting service to millions of Florida patients Aug. 12, according to the state's Agency for Health Care Administration website. USA DISCOUNTERS: Sept. 1 Meeting Set to Form Creditors' Panel -------------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on September 1, 2015, at 10:00 a.m. in the bankruptcy case of USA Discounters, Ltd.. The meeting will be held at: J. Caleb Boggs Federal Building 844 King St., Room 5209 Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. USA DISCOUNTERS: Final Cash Collateral Hearing Set for Sept. 18 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware gave USA Discounters, Ltd., et al., interim authority to use cash collateral securing their prepetition indebtedness. The Debtor is party to a loan and security agreement, dated oct. 3, 2013, with Wells Fargo Bank, N.A., as agent, in the original principal amount of $85.0 million. As of the Petition Date, the outstanding principal amount of all Obligations owing by the Debtor to the Secured Parties under and in connection with the Prepetition Credit Documents was approximately $59,983,291. On Aug. 26, the Court conducted a hearing on the Motion. At the hearing, the Court offered comments regarding the proposed order. The Debtors and the Prepetition Agent revised the proposed order to reflect the comments of the Court and the comments provided prior to the hearing by the U.S. Trustee. A final hearing on the motion will be held on Sept. 18. Any response or objection to the Motion must be filed on or before Sept. 11. A full-text copy of the Interim Cash Collateral Order with Budget is available at http://bankrupt.com/misc/DISCccord0828.pdf About USA Discounters USA Discounters was founded in May 1991. in the City of Norfolk, Virginia, under the name USA Furniture Discounters, Ltd. It sold goods through two groups of stores -- one group of specialty retail stores operating under the "USA Living" brand, typically in standalone locations, and seven additional retail stores operating under the "Fletcher's Jewelers" brand, typically in major shopping malls. USA Discounters, Ltd., and two affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on Aug. 24, 2015, to wind down the business. The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee, Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson Consultants, LLC, as claims and noticing agent. USA Discounters estimated $100 million to $500 million in assets and $50 million to $100 million in liabilities. USA DISCOUNTERS: Must Show Cause Why Venue Should Not Be Moved -------------------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware issued an order directing USA Discounters LTD., et al., to show cause in a hearing scheduled for Sept. 18, 2015, at 1:00 p.m., why the venue of the Chapter 11 cases should not be transferred to the Eastern District of Virginia, the District of Colorado, or some other appropriate venue. About USA Discounters USA Discounters was founded in May 1991. in the City of Norfolk, Virginia, under the name USA Furniture Discounters, Ltd. It sold goods through two groups of stores -- one group of specialty retail stores operating under the "USA Living" brand, typically in standalone locations, and seven additional retail stores operating under the "Fletcher's Jewelers" brand, typically in major shopping malls. USA Discounters, Ltd., and two affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on Aug. 24, 2015, to wind down the business. The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee, Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson Consultants, LLC, as claims and noticing agent. USA Discounters estimated $100 million to $500 million in assets and $50 million to $100 million in liabilities. VAN DYKE PUBLIC: Moody's Affirms Ba1 Rating; Outlook Positive ------------------------------------------------------------- Moody's Investors Service has affirmed the Ba1 rating of Van Dyke Public Schools, MI. The previously assigned negative outlook has been revised to positive. The Ba1 rating and positive outlook apply to $32.2 million of outstanding rated general obligation unlimited tax (GOULT) debt. SUMMARY RATING RATIONALE The Ba1 rating continues to reflect the district's weak overall credit profile highlighted by its very high debt burden, challenged tax base and demographic characteristics, and annually declining student enrollment. OUTLOOK The revision of the outlook to positive from negative reflects the strides the district has made in recent years to rectify its once deficit General Fund balance, primarily through aggressive expenditure reductions. While the ability to sustain satisfactory reserves over the long-term remains questionable, given limited revenue raising and future expenditure reducing flexibility, continued improvement to the district's finances may lead to upward rating movement. WHAT COULD MAKE THE RATING GO UP Material improvement to the district's tax base valuations and/or wealth indices Sustained increase in General Fund reserves and liquidity Stabilizing student enrollment trends Moderation of the district's debt profile and/or pension Exposure WHAT COULD MAKE THE RATING GO DOWN Deterioration of General Fund reserves and/or liquidity Persistent declines in student enrollment Further increases to the district's very high debt burden OBLIGOR PROFILE Van Dyke Public Schools is located in Macomb County, just north of Detroit. The district provides pre-kindergarten through twelfth grade education, serving parts of the cities of Warren and Center Line. The district's fiscal 2015 blended enrollment was 2,736. LEGAL SECURITY The district's outstanding rated bonds are secured by the pledge and authority to levy a dedicated, voter-approved property tax levy, unlimited as to both rate and amount, to pay debt service. USE OF PROCEEDS Not applicable. Principal Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2014. WBH ENERGY: Defends Chapter 11 Reorganization Plan -------------------------------------------------- WBH Energy LP defended its proposed plan to exit bankruptcy over an accusation by the Office of the U.S. Trustee that it doesn't provide for the treatment of unsecured claims. In a filing with the U.S. Bankruptcy Court for the Western District of Texas, the oil company said the plan proposes to create a trust for the liquidation of some of its assets, adding that each general unsecured creditor will receive a pro rata share of those assets. The trust assets include cash in the amount of $225,000 that WBH Energy will receive and those it will recover through avoidance actions. WBH Energy also defended its restructuring plan against the unsecured creditors' committee, which had earlier expressed concern that there wouldn't be available funds to pay unsecured claims. To allay the committee's concerns, WBH Energy agreed that administrative claims will be paid from a reserve and not from the $225,000 it will receive, according to court filings. The proposed plan also drew objections from CL III Funding Holding Company LLC and creditors asserting secured claims against the oil company. CL III Funding said it opposes any move to transfer to the trust "causes of action" that it offered to purchase from WBH Energy. Orr Construction Inc. and EOG Resources Inc. complained that the proposed plan did not specify how their secured claims will be treated. Meanwhile, U.S. Energy Development Corp. questioned the classification of its claim, saying it should be classified as a senior secured claim under the plan. On June 22 this year, WBH Energy filed a joint plan of reorganization for the company and its affiliates WBH Energy Partners LLC and WBH Energy GP, LLC. Although styled as a "joint plan," the proposed plan consists of three separate plans. For purposes of voting and making distributions, votes will be tabulated separately for each company and distributions will be made separately to each class. Under the joint plan, claims against and interests in each of the companies is classified into eight classes. Priority claims will be paid in cash on the effective date of the plan or after they are allowed. CL III Funding's secured claim on account of the loan it provided to get the companies through bankruptcy as well as its senior secured claims will be satisfied and released in full in exchange for its credit bid. A copy of the latest version of the joint plan and the creditors' trust agreement can be accessed for free at: http://bankrupt.com/misc/WBHEnergy_Plan082615.pdf http://bankrupt.com/misc/WBHEnergy_CTA082615.pdf 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. WESLEY HOMES: Fitch Cuts Rating on 2007A Housing Bonds to 'BB+' --------------------------------------------------------------- Fitch Ratings has downgraded the rating on the approximately $42 million Washington State Housing Finance Commission nonprofit housing revenue bonds series 2007A issued on behalf of Wesley Homes (WH) to BB+ from 'BBB-'. The Rating Outlook is revised to Stable from Negative. SECURITY The bonds are secured by a gross revenue pledge, mortgage pledge and debt service reserve fund of the obligated group (OG). KEY RATING DRIVERS INCREASED DEBT BURDEN: The rating downgrade reflects a further increase in WH's debt burden that was expected during Fitch's last review in November 2014 in addition to the risks associated with a planned repositioning project that can pressure operations. WH secured another $14 million bank loan that is expected to be used for the beginning phases of a major repositioning project at WH's Des Moines facility. Of WH's total debt - $24 million is in a draw down mode and although only $5.5 million has been drawn to date, the full amount of bank loan has been incorporated in Fitch's analysis given the ability to draw the full amount. WEAK LIQUIDITY: Liquidity metrics continue to be weak for the rating category and have been one of Fitch's main credit concerns. Unrestricted cash and investments totalled $24.3 million at June 30, 2015 with 253 days cash on hand and cash to proforma debt of only 35% compared to 'BBB' category medians of 408 and 60.2%. SOLID OCCUPANCY: Occupancy at WH's Lea Hill campus remains very strong with almost 100% occupancy in its ILUs. Occupancy at the WH Des Moines campus is weaker and as of July 2015, occupancy was 90.6% in the ILUs, 88.7% in the ALUs, and 86.8% in the SNF. The Des Moines campus is in need of a repositioning and some units have remained vacant or converted to rentals to prepare for the project. MAJOR CAPITAL PROJECTS ON THE HORIZON: WH has significant capital plans that include a major rebuilding of the Des Moines campus and two start-up continuing care retirement communities (CCRCs) on land owned in Puyallup and Renton. The current OG debt is callable January 2018 and management intends to restructure the current OG, and these major capital projects will either be financed outside the OG or part of an OG restructuring. Fitch will assess these plans as they are finalized. RATING SENSITIVITIES FINANCING OF UPCOMING PROJECTS: Financing plans for the various projects remain in flux and Fitch will assess the impact on the rating as plans are finalized. CREDIT PROFILE WH consists of two CCRCs, Wesley Homes Des Moines (WHDM) and Wesley Homes Lea Hill (WHLH). WHDM is a Type B CCRC located in Des Moines, WA (approximately 20 miles south of Seattle) with 68 independent cottages, 245 ILUs (apartment style), 39 ALUs, and 148-bed SNF. WHLH is a Type C CCRC located in Auburn, WA (approximately 10 miles southeast of WHDM) with 22 village homes, 104 ILUs (apartment style), 32 ALUs and 16 memory care units and offers a fully refundable entrance fee model. In fiscal 2014 (Dec. 31 fiscal year-end), total revenue for the consolidated entity was $38 million. The OG includes the two CCRCs and the corporate parent. The OG accounted for 87.7% of consolidated assets and 91% of consolidated revenue in 2014. The financial metrics cited in this report are for the consolidated entity. Solid Occupancy Occupancy is much stronger at WHLH with ILU occupancy averaging 99.6% in the ILUs for the seven months ended July 31, 2015 compared to the ALUs with 92.3%. Occupancy at WHDM is still solid but lower at 90.7% for ILUs, 92.1% for ALUs, and 90.2% of SNF for the seven months ended July 31, 2015. Adequate Financial Profile for Rating Level The rating downgrade is driven primarily by the additional leverage and WH's continued weak liquidity in addition to the risks associated with a planned repositioning project, however, WH's profitability and debt service coverage are solid for its rating level. Through the six months ended June 30, 2015, operating ratio was very strong at 93.4% compared to 100.8% in 2014 and 96.7% in 2013. Fiscal 2014 performance was impacted by $2 million of bad debt expense related to an increase in reserves for billing and collection issues at its home health division and WHDM SNF. Rate increases have been steady and was 3% in 2014 and budgeted to be 3.5% in 2015. Turnover entrance fees are primarily from WHDM and totaled $1.9 million in 2014, $2.7 million in 2013, and $3.2 million in 2012 and were $758,000 through the six months ended June 30, 2015. Fitch used MADS of $4.8 million, which assumes the full draw down on the bank loans over a 30-year amortization period (per bank documents). Debt service coverage (calculated by Fitch) was 1.8x through the six months ended June 30, 2015, 1.3x in 2014 and 1.5x in 2013. Per MTI covenant calculations, debt service coverage by the OG was 2.92x for the 12-month rolling period ended June 30, 2015 and 1.95x in 2014. Major Capital Projects WH is constructing a 36 bed SNF at WHLH. The project and start up budget is $12 million with up to $10 million funded from the series 2014 note and the remainder from philanthropy, which has already been raised. The project is expected to be complete by January 2016 and management does not expect the full $10 million bank loan will be utilized. Other major capital projects include a repositioning of the WHDM campus and two potential start up CCRCs in Puyallup and Renton. The Des Moines project is slow in getting started and would be completed in phases, as it would require demolishing the south side of the campus and rebuilding the ILU, ALU, and SNF. Management expects to use the 2015 bank loan to fund the start of the project with the demolition of nine cottages and building 15 replacement cottages, which is scheduled to start in 2016. Management indicated that the Puyallup start up CCRC will move as quickly as financing is available and several options are being explored including standalone financing. Fitch will monitor these developments; however, a feasibility study has not been completed yet. There has been no progress on the Renton start up CCRC. Debt Profile Total debt outstanding including the entire drawdown of both bank loans is approximately $70 million. The $10 million series 2014 note is with Washington Federal and has an initial 10-year period and the $14 million series 2015 note is with Washington Federal and has an initial 5 year period. There are some additional covenants in bank loans. WH was in compliance with all bond and bank covenants as of June 30, 2015. WEST JEFFERSON MEDICAL: Moody's Cuts Rating on $136.2MM Debt to Ba2 ------------------------------------------------------------------- Moody's Investors Service downgrades West Jefferson Medical Center's (WJMC) bond rating to Ba2 from Baa2 on $136.2 million of outstanding debt issued through Jefferson Parish Hospital Service District No. 1. The rating is placed under review for downgrade. SUMMARY RATING RATIONALE The downgrade to Ba2 is based on WJMC's material and precipitous downturn in operating performance in FY 2014 (operating cash flow margin of 2.4%) after three consecutive years of stronger results. The drop is largely due to a downturn in volumes following a protracted period of partnership negotiations with another local health system in a quickly consolidating market. The losses in FY 2014 resulted in in a violation of the debt service coverage covenant and a decline in liquidity. The deterioration in operating performance also resulted in a revision of the purchase price of the pending negotiations. Weakened performance continues through the first quarter of FY 2015 with an operating cash flow margin around 2%. Moody's expects continued decline in absolute and relative cash measures based on the current constrained cash flow generation which is presently insufficient to fully cover debt service. The Ba2 rating reflects the essential services provided by WJMC and its array of services. A further downgrade is precluded at this time given the very recent approval of the action plan to turnaround performance and the conservative nature of the hospital's debt structure. Moreover, covenants are measured annually at the end of the fiscal year (December 31) which gives WJMC some time to address its financial challenges. WJMC is also in the final stages of completing the lease agreement with a larger partner which includes a proposal to legally defease the hospital's debt. OUTLOOK The rating is under review for downgrade based on the current constrained cash flow that is insufficient to fully cover debt service. If unaddressed the financial erosion will pressure already below-average liquidity balances. Furthermore, negotiations with the potential partner are quickly approaching a new deadline, Sept. 30, 2015, after which the partner can terminate the proposed transaction without penalty. Moody's review will focus on management's plan to address the challenged financial performance and liquidity decline, as well as the execution of the proposed lease agreement with evidence of a planned legal defeasance of the outstanding debt. WHAT COULD MAKE THE RATING GO UP -- Absent an external event, not including legal defeasance, an upgrade would be dependent on a material turnaround in operating performance and restructuring of the organization to reduce cost WHAT COULD MAKE THE RATING GO DOWN -- Further delay or inability to execute the pending lease agreement and failure to evidence the legal cash defeasance of the bonds -- Continued volume declines and failure to improve cash flow to a level that supports debt service -- Further weakening of liquidity position that dilutes cash- to-debt OBLIGOR PROFILE WJMC is a publicly-owned, not-for-profit community hospital established by the Jefferson Parish Hospital District No. 1, and is a political subdivision of the state. WJMC is a 435-licensed bed acute care hospital. The financial statistic above include other subsidiaries, including physician clinics, medical office buildings and health and fitness centers. LEGAL SECURITY The bonds are secured by a pledge of revenues as defined in the bond documents. A debt service reserve fund exists for Series 2011A bonds. USE OF PROCEEDS Not applicable. RATING METHODOLOGY The principal methodology used in this rating was Not-for-Profit Healthcare Rating Methodology published in March 2012. WESTWAY GROUP: S&P Lowers Senior Secured Project Rating to 'B+' --------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its senior secured project rating on Westway Group LLC to 'B+' from 'BB-'. S&P removed the rating from CreditWatch, where it placed it with negative implications on May 1, 2015. The outlook is negative. The recovery rating is unchanged at '3', which reflects "meaningful" recovery (50% to 70%; lower end of the range) if a default occurs. The downgrade stems mainly from a revision of S&P's financial forecast. S&P had previously believed that the project would have minimum debt service coverage ratios (DSCR) of around 1.7x. Now, S&P expects that 2015 and 2016 DSCRs will be somewhat lower due to higher capital spending and a deferral of certain revenues associated with new expansion projects. Furthermore, S&P believes post-maturity DSCRs will be lower as well, with a minimum of about 1.4x in 2021. "We've also excluded the large Grays Harbor project from our forecast, as we believe that regulatory hurdles may postpone it for several years beyond our original expectations," said Standard & Poor's credit analyst Michael Ferguson. Westway's operational performance at existing facilities has been in line with S&P's expectations, and it anticipates that utilization will be around 94%. The company has made progress on a number of expansion projects at various locations. One project in Baltimore, Md., began generating revenue in the second quarter of 2014, and another in Stockton, Calif. began generating revenue in March 2014. The negative outlook on the rating reflects the possibility that the operational challenges on new developments could persist, resulting in DSCRs weaker than S&P's base case expectations of 1.7x in the term loan B period and 1.4x in the post-maturity period. WINDMILL RUN: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Windmill Run Associates, Ltd. 300 Silverleaf Drive Sweeny, TX 77480 Case No.: 15-80319 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: August 29, 2015 Court: United States Bankruptcy Court Southern District of Texas (Galveston) Judge: Hon. Letitia Z. Paul Debtor's Counsel: Edward L Rothberg, Esq. HOOVER SLOVACEK, LLP Galleria Tower II 5051 Westheimer, Suite 1200 Houston, TX 77056 Tel: 713-977-8686 Fax: 713-977-5395 Email: rothberg@hooverslovacek.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Frank Fonseca, president, operating G.P., Windmill Run Development, Inc. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb15-80319.pdf ZLOOP INC: Has Interim Approval to Use Cash Collateral ------------------------------------------------------ ZLOOP, Inc., et al., received from U.S. Bankruptcy Judge Kevin J. Carey an interim order authorizing the use of cash collateral. The Court will convene a final hearing on the use of cash collateral on Oct. 14, 2015 at 2:00 p.m. Objections are due Oct. Sept. 14, 2015. Stuart M. Brown, Esq., at DLA Piper LLP (US), explains that ZLOOP never executed or delivered to either Kendall Garrett Mosing or E Recycling Systems, LLC ("ERS") a grant of a security interest. Neither Mosing nor ERS is party to an account control agreement with ZLOOP and One Community Bank respecting Debtors' Bank Accounts. Accordingly, neither Mosing nor ERS holds a security interest in any of the Debtors' property, and even if such a security interest does exist, neither Mosing's nor ERS's alleged security interest is perfected. Out of an abundance of caution, however, the Debtors are seeking authorization to use Cash Collateral, to the extent Mosing or ERS asserts a secured interest in the Debtors' Cash Collateral, to ensure there are no unnecessary interruptions to the Debtors' operations that would cause immediate and irreparable harm to the Debtors and their entities. Mr. Brown asserts that because neither Mosing nor ERS holds a valid, enforceable, perfected and unavoidable security interest in the Debtor's cash collateral, neither is entitled to adequate protection. A copy of the Interim Order is available for free at: http://bankrupt.com/misc/ZLOOP_Int_Cash_Order.pdf A copy of the affidavit in support of the first-day motions is available for free at: http://bankrupt.com/misc/ZLOOP_1st_Day_Affidavit.pdf About ZLOOP, Inc. ZLOOP, Inc., and two affiliates sought Chapter 11 protection (Bankr. D. Del.) on Aug. 9, 2015. The Debtors have sought and obtained an order granting joint administration of their Chapter 11 cases, with the docket to be maintained at the docket for ZLOOP, Case No. 15-11660. ZLOOP operates a proprietary, state of the art, 100% landfill free eWaste recycling company headquartered in Hickory, North Carolina. The Debtors tapped DLA Piper LLP as counsel. As of the Petition Date, the Debtors' unaudited consolidated balance sheet reflect total assets of approximately $25 million, including the land and improvements, but excluding certain commodity inventories that are the output of eWaste recycling, and total liabilities of approximately $32 million. ZLOOP INC: Schedules and Statements Due Sept. 9 ----------------------------------------------- ZLOOP, Inc., and its affiliated debtors sought and obtained a 30-day extension until Sept. 9, 2015, of the deadline to file their schedules of assets and liabilities. The order is without prejudice to the Debtors' right to seek further extensions. The Debtors sought a 30-day extension until Sept. 23 of the deadline to file those documents. In seeking an extension, Stuart M. Brown, Esq., at DLA PIPER LLP (US), explained that the Debtors' employees, officers and professionals have been focused on assisting the Debtors with respect to numerous motions filed with the Court in the early days of the Chapter 11 cases, including the Debtors' efforts to file a plan of reorganization at the outset of these cases. In light of this and other critical matters, and the volume of material that must be compiled and reviewed by the Debtors' officers and professionals in order to complete the Schedules and Statements, there is more than ample "cause" for granting the requested extension, Mr. Brown told the Court. About ZLOOP, Inc. ZLOOP, Inc., and two affiliates sought Chapter 11 protection (Bankr. D. Del.) on Aug. 9, 2015. The Debtors have sought and obtained an order granting joint administration of their Chapter 11 cases, with the docket to be maintained at the docket for ZLOOP, Case No. 15-11660. ZLOOP operates a proprietary, state of the art, 100% landfill free eWaste recycling company headquartered in Hickory, North Carolina. The Debtors tapped DLA Piper LLP as counsel. As of the Petition Date, the Debtors' unaudited consolidated balance sheet reflect total assets of approximately $25 million, including the land and improvements, but excluding certain commodity inventories that are the output of eWaste recycling, and total liabilities of approximately $32 million. [*] Polsinelli Launches Report on Healthcare Sector Distress ------------------------------------------------------------ Calling it a "roadmap for healthy companies to avoid financial distress," Polsinelli on Aug. 12 announced the launch of the first ever Polsinelli/TrBK Healthcare Distress Report: Causes of Healthcare Distress in 2014. The report is based on the data used to calculate the Polsinelli/TrBK Healthcare Services Research Index and examines the top causes of healthcare business bankruptcies in 2014. "We are confident that this report will provide valuable insights about success and failure in the healthcare industry," said Bobby Guy, a Polsinelli Shareholder who joined the firm in April along with attorney and colleague Robert Dempsey, a co-author on the report. "We believe this is the only study of its kind looking at distress in the healthcare industry; other information often pre-dates the implementation of the Affordable Care Act, and with the healthcare industry changing rapidly, it is critical to look at the industry as it exists now." The top six causes of healthcare distress identified in the report are: -- Tort Litigation -- Payment Delay -- Bad Merger/Overexpansion -- Labor/Employee Litigation -- Management Issues -- Reimbursement Changes While Tort Litigation and Payment Delay were cited most often by struggling companies, Bad Merger/Overexpansion, Labor/Employee Litigation, Management Issues, and Reimbursement Changes all tied for third place. The full report discusses a total of 17 causes cited by healthcare companies filing Chapter 11 in 2014. To be included in the report, a healthcare company must have assets greater than $1 million dollars, be an entity rather than an individual, and select the "Healthcare Business" designation on its initial Chapter 11 petition (a designation that generally fits companies providing patient services). U.S. filings by municipal hospitals or by affiliates of international companies that fit these criteria are also counted in the Healthcare Index, but involuntary bankruptcy filings (where creditors, rather than the company itself, initiate the Chapter 11 filing) are excluded. The Polsinelli/TrBK Healthcare Services Distress Index, on which the report is based, is a quarterly research index that uses Chapter 11 bankruptcy filing data as a proxy for measuring financial distress in the healthcare services sector. The index is likely to be a contrarian indicator of economic performance, so that a high index value reflects increasing financial distress in the sector. The index tracks the increase or decrease in comparative Chapter 11 filings for prior quarters and years, based on a rolling fourquarter average. "We are very excited about what the data reveals," said Bobby Guy. "The biggest surprise for researchers was how many different causes were identified by the healthcare companies in the report. With this much change going on in healthcare, there's a lot of opportunity, but there's also a lot of risk. It's a thrilling -- and dangerous -- world in the healthcare industry right now." A copy of the executive summary of the report is included with this email and a copy of the report may be obtained by request. The research results were compiled by a team of 10 attorneys from three different specialties -- healthcare, corporate mergers & acquisitions, and bankruptcy. The report was then reviewed by the Index Committee, including a statistics professional and a financial professional. Bobby Guy is available to discuss the findings of this report with the media. About Polsinelli Polsinelli -- http://www.polsinelli.com-- is an Am Law 100 firm with 750 attorneys in 18 offices, serving corporations, institutions, entrepreneurs and individuals nationally. Ranked in the top five percent of law firms for client service and top five percent of firms for innovating new and valuable services, the firm has risen more than 100 spots in Am Law's annual firm ranking over the past six years. Polsinelli attorneys provide practical legal counsel infused with business insight, and focus on health care, financial services, real estate, life sciences and technology, and business litigation. Polsinelli attorneys have depth of experience in 100 service areas and 70 industries. ********* 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 ***