/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150928.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, September 28, 2015, Vol. 19, No. 271 Headlines 2477 ARTHUR AVENUE: Voluntary Chapter 11 Case Summary 8 MILE RANCH: Compliance With Chapter 11 Plan Ordered AFA INVESTMENT: Wins Summary Judgment in Suit vs. Trade Source AFFIRMATIVE INSURANCE: BDO USA Quits as Auditors ALLIED SECURITY: Moody's Assigns B3 Corporate Family Rating ALPHA NATURAL: 341 Meeting Adjourned to Oct. 6 ALPHA NATURAL: Moody's Assigns B1 Rating to $300MM DIP Term Loan AMERICAN APPAREL: Receives Non-Compliance Notice from NYSE AMPLIPHI BIOSCIENCES: Grants Options to Outside Directors AOXING PHARMACEUTICAL: Selling $3 Million Worth of Securities API INC: Insurance Counsel's Suit Remanded to State Court APOLLO MEDICAL: CFO Mitch Creem Resigns to be Integrity CEO ARCH COAL: Extends Private Debt Exchange Offers and Support Pact ASSOCIATED MATERIALS: Moody's Cuts CFR to Caa3 on Poor Liquidity ATLANTIC & PACIFIC: Court Approves Key Employee Retention Program AUBURN TRACE: City of Delray Beach Granted Automatic Stay Relief AUBURN TRACE: Court Extends Cash Collateral Use Until Nov.17 BERRY PLASTICS: Moody's Keeps B1 CFR Amid Changes in Financing BEVERAGES & MORE: S&P Raises Rating on $180MM Notes to 'B-' BG MEDICINE: Timothy Harris Resigns as Director BIRMINGHAM COAL: Bankr. Administrator Wants Case Converted to Ch. 7 BIRMINGHAM COAL: Has Until Feb. 8 to Use Cash Collateral BIRMINGHAM COAL: Wants Exclusive Periods Extended BIRMINGHAM COAL: Wants Until Dec. 23 to Assume or Reject Leases BON-TON STORES: Gabelli Funds, Et Al., Report 9.7% Equity Stake BOOMERANG SYSTEMS: US Trustee Appoints HERE Lawrence to Committee BOOMERANG SYSTEMS: UST Wants 341 Meeting Continued to Oct. 9 BOREAL WATER: Terry Johnson Performed Deficient Audits, Order Says BROOKE CORPORATION: Ch. 7 Trustee's Clawback Suit vs. CJD Denied CABLEVISION SYSTEMS: Neptune Finco Gets Moody's "B1" CFR CABLEVISION SYSTEMS: S&P Keeps 'BB-' CCR on CreditWatch Negative CAESARS ENTERTAINMENT: Examiner Questions Duplicative, Pricey Fees CALMARE THERAPEUTICS: Appoints Amato as Chief Medical Officer CANADIAN SOLAR: Moody's Assigns Ba2 Corporate Family Rating CANCER GENETICS: Gives Corporate Presentation to Investors CASPIAN SERVICES: WSRP Replaces Haynie & Company as Auditors CHARDON LLC: Bid to Employ Neal Wolf as Bankr. Counsel Granted CLINTON COUNTY: Application to Employ FBT as Special Atty. Denied COCRYSTAL PHARMA: Appoints Jeffrey Meckler Permanent CEO COL-G FITNESS: Case Summary & 20 Largest Unsecured Creditors CORINTHIAN COLLEGES: Amended Liquidation Plan Declared Effective CROSSFOOT ENERGY: Can Hire John Boylan as CRO CROWN CASTLE: S&P Puts 'BB+' CCR on CreditWatch Positive CTI BIOPHARMA: Has $15.7 Million Registered Direct Offering CTI BIOPHARMA: Shareholders Elect Six Directors at Annual Meeting DALLAS PROTON: Kelcy Warren Wants Chapter 11 Trustee Named DETROIT, MI: Ex-Treasurer Gets 11-yr Prison for Pension Kickbacks DIGICERT INC: Merger Co. Gets Moody's B3 Corporate Family Rating DIGICERT INC: S&P Assigns 'B-' CCR; Outlook Stable DUNE ENERGY: First Lien Agent, Committee Have 3rd Seat Nominees DUNE ENERGY: Plan Confirmation Objections Resolved, Overruled DUNE ENERGY: Wins Confirmation of Ch. 11 Payout Plan EAGLE INC: Files List of 20 Largest Law Firms in Lieu of Creditors EAGLE INC: Hires Epiq as Claims and Noticing Agent EAGLE INC: Proposes to Pay $12,500/Month to President ELBIT IMAGING: Motion to Approve Derivative Claim Filed ELIZABETH ARDEN: S&P Lowers CCR to 'CCC+'; Outlook Negative ENERGY FUTURE: Asks Court to Reject Dallas Water Rights Deal ENESCO GROUP: Court Allows Ch. 7 Trustee to Enforce Deal with USA F&H ACQUISITION: Seeks Dec. 31, 2015 Extension of Removal Deadline F-SQUARED INVESTMENT: Amendment No. 2 on Broadmeadow APA Filed F-SQUARED INVESTMENT: GP Seeks Dissolution of Hedge Fund F-SQUARED INVESTMENT: Seeks $25K Sale of Furniture to Grove Street FILMED ENTERTAINMENT: Proposes Oct. 16 Auction for Assets FIRST DATA: Signs New Employment Agreement with CEO FORESIGHT ENERGY: Moody's Affirms B2 Corporate Family Rating FOREST PARK MEDICAL: Designates Michael Miller as CRO FOREST PARK MEDICAL: Gets Interim OK for $18.5M DIP Financing FOREST PARK MEDICAL: To Keep Patient Details Confidential FOUR OAKS: Appoints Chief Financial Officer GENIUS BRANDS: Launches Baby Genius Brand GEROVA FINANCIAL: SEC Charges Six in Stock Fraud Scheme GORDON PROPERTIES: Bid to Seal FOA Members' Letters Partially OK'd GRAHAM GULF: Owner Agrees to Provide $1-Mil. DIP Financing GRAHAM GULF: Proposes to Pay $2 Million Critical Vendor Claims GRAHAM GULF: Wants to Employ Helmsing Leach as Attorneys GRAINGER FARMS: Bankruptcy Court Approves $11.3M Sale of Assets GRASS VALLEY: GW Green Objects to Bid for Turnover Property GRASS VALLEY: Needs Until Jan. 10 to File Plan GREENWICH CAPITAL 2005-GG5: Moody's Ups Cl. A-J Debt Rating to Ba1 GREYSTONE LOGISTICS: Reports Audited Results for Corporate Yearend HAGGEN HOLDINGS: Plans to Exit Pacific Southwest Market in 60 Days HDGM ADVISORY: Needs Until Dec. 27 to Solicit Plan Acceptances HEI INC: Court Confirms Plan of Liquidation HERCULES OFFSHORE: Alvarez & Marsal Approved as Financial Advisor HERCULES OFFSHORE: Lazard Freres Approved as Investment Banker HERCULES OFFSHORE: Prime Clerk Approved as Administrative Advisor HERCULES OFFSHORE: Wins Confirmation of $1.2BB Debt-for-Equity Plan HII TECHNOLOGIES: Files for Chapter 11 to Auction Off Assets HII TECHNOLOGIES: Has $12M DIP Agreement with MCP & Heartland HII TECHNOLOGIES: Seeks Joint Administration of Bankruptcy Cases HYDROCARB ENERGY: Kent Watts Reports 23.5% Equity Stake IDERA INC: Moody's Assigned B3 Corporate Family Rating IDERA INC: S&P Assigns 'B' CCR & Rates $325MM Facility 'B' INTERNATIONAL SUPPLY: Case Summary & 20 Top Unsecured Creditors IRON MOUNTAIN: Moody's Affirms Ba3 Corporate Family Rating IRON MOUNTAIN: S&P Affirms 'B+' CCR; Outlook Positive KU6 MEDIA: Annual Meeting Set for October 29 LIFE PARTNERS: Seeks to Enter FIFC Premium Finance Agreement LIFE PARTNERS: Trustee Has Plan, Seeks to Use Maturity Funds LM US MEMBER: S&P Puts 'B-' CCR on CreditWatch Positive MALIBU ASSOCIATES: Selling Malibu Country Club For At Least $35M MATTRESS FIRM: S&P Raises CCR to 'B+'; Outlook Stable MUELLER & DRURY: Case Summary & 5 Largest Unsecured Creditors MURRAY ENERGY: Moody's Cuts Corp. Rating to B3 on Coal Price Plunge NAKED BRAND: Amends Form S-1 Prospectus with SEC NRG YIELD: Moody's Puts Ba1 CFR on Review for Downgrade NY MILITARY ACADEMY: Faces Possible Shutting its Doors for Good PEABODY ENERGY: Lenders to Hire Davis Polk for Debt Discussions PERFORMANCE FOOD: S&P Raises CCR to 'B+'; Outlook Stable PHYSIOTHERAPY HOLDINGS: Trust Hits Ex-Owners With $250M Fraud Suit PLANDAI BIOTECHNOLOGY: Cutler Is New Auditor After Adams Quit PORTER BANCORP: Appoints Two New Board Members PORTER BANCORP: Shareholders Approve Bylaws Amendment PRINCE PREFERRED: Citizens Bank Awarded $2.7-Mil. RELATIVITY MEDIA: Trustee Balks at Bonus Plans for Sr. Employees RMW SILVER HILL: Case Summary & Largest Unsecured Creditor ROTONDO WEIRICH: Court OKs Cash Collateral Use Up to Oct. 16 SALADWORKS LLC: Judge Sends Former Owners' Dispute to Mediation SALADWORKS LLC: Seeks to Remove Actions Until December 14 SARATOGA RESOURCES: Equity Committee Wants to File Rival Plan SARATOGA RESOURCES: Wants More Time to File Plan, Negotiate SCI ENGINEERING: Case Summary & 9 Largest Unsecured Creditors SEANERGY MARITIME: Reports Financial Results for Second Quarter SENTINEL MANAGEMENT: CFTC Seeks Lifetime Band for Ex-CEO SEQUENOM INC: Dr. van den Boom Promoted to Interim President & CEO SITEONE LANDSCAPE: S&P Assigns 'B' CCR & Rates $350MM Loan 'B' SMF ENERGY: Materially Overstated Financials, SEC Says SOUNDVIEW ELITE: Trustee, Fletcher Agree to Extend Bar Date SUNTECH AMERICA: Has Until Dec. 9 to Remove Civil Actions SUPERIOR OFFSHORE: Former CFO's Suit vs. XL Remanded TRANEN CAPITAL: Chapter 15 Case Summary VIRTUAL PIGGY: Issues $125,000 Unsecured Note WAFERGEN BIO-SYSTEMS: Amends 2,000 Class A Units Prospectus WALTER ENERGY: Bankruptcy Administrator Wants Fee Examiner XZERES CORP: Paul DeBruce Increases Stake to 28.5% XZERES CORP: Ravago Holdings Reports 19.9% Stake as of Sept. 22 YRC WORLDWIDE: Amends Credit Agreements with Credit Suisse & RBS ZACHRY HOLDINGS: Moody's Affirms B1 Corporate Family Rating [*] Gaming Industry Continues to Face Challenges, Fitch Says [*] GAO Report Tackles Atty. Fee Guidelines, Venue for Large Cases [*] Iron Horse to Conduct Bankruptcy Auction Assets Until Oct. 19 [^] BOND PRICING: For the Week from Sept. 21 to 25, 2015 ********* 2477 ARTHUR AVENUE: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: 2477 Arthur Avenue Realty Corp. 61 Broadway, Suite 2500 2477 Arthur Avenue Bronx, NY 10458 Case No.: 15-12619 Nature of Business: Single Asset Realty Chapter 11 Petition Date: September 24, 2015 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Sean H. Lane Debtor's Counsel: Raymond J. Aab, Esq. 61 Broadway, Suite 2500 New York, NY 10006 Tel: (917) 551-1300 Fax: (917) 551-0030 Email: rja120@msn.com Total Assets: $1 million Total Liabilities: $670,000 The petition was signed by Elizabeth Kajtazi, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A copy of the petition is available for free at: http://bankrupt.com/misc/nysb15-12619.pdf 8 MILE RANCH: Compliance With Chapter 11 Plan Ordered ----------------------------------------------------- Judge Karen S. Jennemann of the United States Bankruptcy Court for the Middle District of Florida granted the Machado Creditors' motion to compel 8 Mile Ranch, LLC's compliance with its Chapter 11 Plan and the order confirming the plan. The Machado Creditors seek to compel the Debtor to transfer about 1,300 acres of real property to the Machado Creditors as offered in the Chapter 11 Plan and as directed in the Confirmation Order. The Debtor objected to the transfer of only a portion of the property, roughly 160 acres. The Debtor argued that there were errors in the legal description of the real property subject of the Chapter 11 Plan and Confirmation Order. The Debtor presented others arguments, which the Court rejected. The bankruptcy case is In re 8 MILE RANCH, LLC., Chapter 11 Debtor, CASE NO. 6:12-BK-10227-KSJ (Bankr. M.D. Fla.). A full-text copy of the Memorandum Opinion dated September 10, 2015, is available at http://is.gd/0qoRrJfrom Leagle.com. The Debtor is represented by: Richard B Webber II, Esq. ZIMMERMAN KISER & SUTCLIFFE PA Landmark Center One Suite 600, 315 East Robinson Street P.O. Box 3000 Orlando, FL 32801 Phone: 407-425-7010 x132 Fax: 407-425-2747 Email: rwebber@zkslawfirm.com The U.S. Trustee is represented by Miriam G Suarez, Esq., Office of the United States Trustee. St. Cloud, Florida-based 8 Mile Ranch, LLC, sought protection under Chapter 11 of the Bankruptcy Code on July 27, 2012 (Bankr. M.D. Fla., Case No. 12-10227). The Debtor's counsel is Richard B. Webber, II, Esq., at Zimmerman Kiser & Sutcliffe PA, in Orlando, Florida. AFA INVESTMENT: Wins Summary Judgment in Suit vs. Trade Source -------------------------------------------------------------- AFA Investment, Inc., et al., were once one of the largest ground beef processing operations in the United States. On August 1, 2011, one of the Debtors, AFA Foods, Inc., executed a sales-brokerage agreement with Trade Source underwhich Trade Source agreed to sell the Debtors' food products in exchange for commissions. The Brokerage Agreement also provided for Trade Source to receive monthly "retainers" in the amount of $8,333. Following the confirmation of the Debtors' joint plan of reorganization, the Debtors filed a preference complaint seeking to avoid and recover a $24,999 payment made by AFA Foods to Trade Source by check dated February 23, 2012. On April 17, 2015, the Debtors filed a Motion for Summary Judgment. Judge Mary F. Walrath of the United States Bankruptcy Court for the District of Delaware denied the Debtors' motion for summary judgment, finding that there are issues of material fact with respect to whether or not the challenged transfer was made on account of an antecedent debt. The adversary proceeding is AFA INVESTMENT INC., et al., Plaintiff, v. TRADE SOURCE, INC., Defendant, Adv. No. 14-50185(MFW)(Bankr. D. Del.). The bankruptcy case is In re: AFA INVESTMENT INC., et al., Chapter 11, Debtors, Case No. 12-11127, Jointly Administered (Bankr. D. Del.). A full-text copy of Judge Walrath's memorandum opinion dated September 14, 2015 is available at http://is.gd/jwKMCtfrom Leagle.com. Plaintiff is represented by: Peter J Keane, Esq. PACHULSKI STANG YOUNG & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: 302.652.4100 Fax: 302.652.4400 Email: pkeane@pszjlaw.com -- and -- Julia B. Klein, Esq. Scott J. Leonhardt, Esq. THE ROSNER LAW GROUP LLC 824 N. Market Street, Suite 810 Wilmington, DE 19801 Phone: 302-777-1111 Email: klein@teamrosner.com leonhardt@teamrosner.com -- and -- Joseph L. Steinfeld Jr., Esq. ASK LLP 2600 Eagan Woods Drive, Suite 400 St. Paul, MN 55121 Tel: 651-406-9665 Fax: 651-406-9676 Email: jsteinfeld@askllp.com Defendant is represented by: Ronald L. Daugherty, Esq. Salmon Ricchezza, Esq. SINGER & TURCHI, LLP 222 Delaware Avenue 11th Floor Wilmington, DE 19801 Tel: 302-655-4290 Fax: 302-655-4291 Ian Connor Bifferato, Mediator, may be reached at: Ian Connor Bifferato, Esq. BIFFERATO LLC 800 N. King Street P.O. Box 2165 Wilmington, DE 19899-2165 Phone: 302-429-0907 Fax: 302-792-7470 Email: cbifferato@bifferato.com About AFA Foods King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the largest processors of ground beef products in the United States. AFA had seven facilities capable of producing 800 million pound of ground beef annually. Revenue in 2011 was $958 million. Yucaipa Cos. acquired the business in 2008 and currently owns 92% of the common stock and all of the preferred stock. AFA Foods, AFA Investment Inc. and other affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on April 2, 2012, after recent changes in the market for its ground beef products and the impact of negative media coverage related to boneless lean beef trimmings (BLBT) affected sales. Judge Mary Walrath presides over the case. Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; Tobias S. Keller, Esq., at Jones Day, in San Francisco; and Jeffrey B. Ellman, Esq., and Brett J. Berlin, Esq., at Jones Day, in Atlanta, Georgia, represent the Debtors. FTI Consulting Inc. serves as the Debtors' financial advisors and Imperial Capital LLC serves as marketing consultants. Kurtzman Carson Consultants LLC serves as noticing and claims agent. As of Feb. 29, 2012, the Debtors' books and records on a consolidated basis, reflected approximately $219 million in assets and $197 million in liabilities. AFA Foods, Inc., disclosed $615,859,574 in assets and $544,499,689 in liabilities as of the Petition Date. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Debtors' cases. The Committee has obtained approval to hire McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon LLP serves as co-counsel. The Committee also obtained approval to retain J.H. Cohn LLP as its financial advisor. AFA, in its Chapter 11 case, sold plants and paid off the first- lien lenders and the loan financing the Chapter 11 effort. Remaining assets are $14 million cash and the right to file lawsuits. General Electric Capital Corp. and Bank of America Corp. provided about $60 million in DIP financing. The loan was paid off in July 2012. In October 2012, the Bankruptcy Court denied a settlement that would have released Yucaipa Cos., the owner and junior lender to AFA Foods, from claims and lawsuits the creditors might otherwise bring, in exchange for cash to pay unsecured creditors' claims under a liquidating Chapter 11 plan. Under the deal, Yucaipa would have received $11.2 million from the $14 million, with the remainder earmarked for unsecured creditors. Asset recoveries above $14 million would be split with Yucaipa receiving 90% and creditors 10%. Proceeds from lawsuits would be divided roughly 50-50. In April 2014, the Debtors notified the Bankruptcy Court that their First Amended Joint Chapter 11 Plan of Liquidation dated Jan. 14, 2014, became effective on April 16. On March 7, 2014, the Court confirmed the Debtors' Amended Liquidation plan after it approved the adequacy of the Debtors' disclosure statement explaining their plan on the same date. The Debtors' plan facilitates the continued liquidation and distribution of their remaining assets and the wind down of their estates, consistent with the global settlement previously approved by the Court. They believe the plan provides the best recoveries possible for those holders of allowed claims anticipated to receive distributions under the plan, according to the Debtors. AFFIRMATIVE INSURANCE: BDO USA Quits as Auditors ------------------------------------------------ BDO USA LLP (BDO), Affirmative Insurance Holdings, Inc.'s independent registered public accounting firm, informed the Company that it was resigning effective Sept. 18, 2015. Since it was engaged on July 15, 2015, BDO did not issue any reports on the Company's consolidated financial statements during its tenure as the Company's independent registered public accounting firm. About Affirmative Insurance Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a distributor and producer of non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. Non-standard personal automobile insurance policies provide coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources or other factors. Non-standard personal automobile insurance policies generally require higher premiums than standard automobile insurance policies for comparable coverage. Affirmative Insurance reported a net loss of $32.2 million in 2014, compared to net income of $30.7 million in 2013. As of March 31, 2015, the Company had $312 million in total assets, $448 million in total liabilities and a $136 million total stockholders' deficit. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2014. The accounting firm noted that the Company's recent history of recurring losses from operations, its failure to comply with certain financial covenants in the senior secured and subordinated credit facilities, its need to meet debt repayment requirements and its failure to comply with the Illinois Department of Insurance minimum risk-based capital requirements raise substantial doubt about its ability to continue as a going concern. ALLIED SECURITY: Moody's Assigns B3 Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating (CFR) and a B3-PD Probability of Default Rating (PDR) to Allied Security Holdings LLC ("Allied") following the company's announced sale to Wendel Group. At the same time, Moody's confirmed its B1 rating on the company's existing senior secured credit facilities consisting of a $695 million 1st lien term loan due 2021 (including a proposed $84 million add-on) and an existing $81 million 1st lien revolving credit facility due 2019. Additionally, Moody's downgraded the company's $295 million 2nd lien credit facility due 2021 (including a proposed $30 million add-on) to Caa2 from Caa1. The rating outlook is stable. This rating action concludes the review for downgrade initiated on July 10, 2015 following Wendel Group's ("Wendel") announcement of the acquisition of Allied. Proceeds from the proposed add-on credit facilities, together with equity from Wendel, are expected to be used to acquire the company. Upon the close of the transaction, the existing debt structure will remain at Allied Security Holdings LLC. According to Moody's analyst David Berge, "Since the last dividend recap in 2014, Allied has not reduced debt. The incremental debt related to the Wendel transaction further increases Allied's leverage, and casts doubt as to Allied's willingness to improve leverage materially over the next year or two." The following ratings have been assigned to Allied Security Holdings LLC (new) (subject to the review of final documentation): B3 Corporate Family Rating; B3-PD Probability of Default Rating The following ratings are downgraded: Caa2 (LGD5) on the $295 million 2nd Lien Term Loan due 2021 downgraded from Caa1 The following ratings are confirmed: B1 (LGD3) on the $695 million 1st Lien Term Loan due 2021; and B1 (LGD3) on the $81 million 1st Lien Revolving Credit Facility due 2019; and The rating outlook is changed to stable from under review The ratings at the old entity excluding the assumed debt will be withdrawn upon close of the transaction. RATINGS RATIONALE The B3 rating reflects Allied's high leverage, modest margins that are typical for the industry, revenue concentration in North America, and limited scope of service offerings in the highly competitive security services industry. Upon the close of the proposed transaction, Moody's estimates Allied's pro forma leverage will be high at approximately 6.8 times debt-to-EBITDA (Moody's adjusted, primarily for operating leases, non-recurring class action lawsuit settlements, and transaction expenses). On relatively thin operating margins that are typical in the business staffing services industry, Allied's cash flow generation relative to debt is modest, with retained cash flow-to-debt (Moody's adjusted) estimated at nearly 7%. Leverage is expected to improve gradually through 2016, primarily through modest earnings growth as well as, to a lesser extent, application of free cash flow towards debt reduction. However, Moody's believes that the company would need to take more meaningful debt reduction measures over this period to restore leverage at levels that would support higher ratings. Nonetheless, the ratings benefit from Allied's size and market status as a top player in a recession resistant industry. The predictable demand associated with the contract security industry and the company's longstanding relationships with a large, diverse client base further bolsters the ratings. Moody's expects the company to maintain a good liquidity profile supported by stable free cash flow generation and ample access to the company's $81 million revolving credit facility. The stable outlook reflects Moody's expectation that the company will generate positive free cash flow that may be used for small bolt-on acquisitions and to cover dividends to owners. Moody's expects leverage will gradually improve to 6 times debt-to-EBITDA (Moody's adjusted) during the next 12 to 18 months through earnings growth. The ratings could be downgraded if the company encounters difficulty meeting revenue growth targets or if operating margins decline, resulting in deteriorating liquidity and negative free cash flow. In addition, any material shareholder return or a sizeable debt financed acquisition could result in a downgrade. Prolonged weak credit metrics, such as debt to EBITDA sustained above 7.0 times or retained cash flow to debt below 5%, could also prompt lower rating consideration. The ratings could be upgraded if Allied experiences steady revenue growth at healthy margins. Higher ratings would require the company to de-lever, such that debt to EBITDA is sustained below 6.0 times and for retained cash flow to debt approaching 10%. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies. Allied Security Holdings LLC ("Allied", d.b.a. AlliedBarton), headquartered in Conshohocken, Pennsylvania, is a leading provider of security services in North America serving approximately 3,400 customers across a variety of end markets. Allied reported approximately $2.2 billion of revenue for the twelve months ended June 30, 2015. Allied is currently in the process of being purchased by Wendel Group for approximately $1.7 billion. The transaction is expected to close by the end of 2015. ALPHA NATURAL: 341 Meeting Adjourned to Oct. 6 ---------------------------------------------- The U.S. trustee overseeing the Chapter 11 case of Alpha Natural Resources Inc. adjourned the meeting of creditors to Oct. 6, 2015, at 2:00 p.m. The meeting will take place at the Office of the U.S. Trustee, Suite 4300, 701 East Broad Street, in Richmond, Virginia. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About 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. ALPHA NATURAL: Moody's Assigns B1 Rating to $300MM DIP Term Loan ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to the $300 million debtor-in-possession (DIP) term loan entered into by Alpha Natural Resources Inc. (DIP) (Alpha) as part of the approximately $691 million DIP facilities initiated to provide the company with the necessary liquidity as it goes through the Chapter 11 restructuring process. The rating primarily reflects the collateral coverage available to the DIP lenders under the term loan and the structural features of the DIP facilities. The term loan is secured by substantially all assets of the company, includes a super priority claim under the Bankruptcy Code, and has upstream secured guarantees from all of Alpha's material domestic subsidiaries. The bankruptcy court approved the execution of the DIP facilities in its final debtor-in-possession order on September 17, 2015. The rating also considers the size of the DIP facilities as a percentage of pre-petition debt and the nature of the bankruptcy and reorganization. The company and certain of its wholly-owned subsidiaries filed for relief under Chapter 11 of the US Bankruptcy Code in the Bankruptcy Court for the Eastern District of Virginia in Richmond on August 3, 2015. Today's rating on the DIP term loan is being assigned on a "point-in-time" basis and will not be monitored going forward and therefore no outlook is assigned to the rating. Assignments: Issuer: Alpha Natural Resources Inc. (DIP) Senior Secured Bank Credit Facility (Local Currency), Assigned B1 RATINGS RATIONALE The proceeds of the DIP term loan will be used to post approximately $110 million in cash collateral for certain letters of credit previously issued under the AR securitization facility, to pay restructuring fees and expenses and for other corporate purposes. The DIP facilities also include an up to $100 million (or as otherwise increased by the lenders) cash-collateralized DIP Bonding Accommodation Facility used to meet state bonding requirements and $191 million Roll-Up DIP facility to cover the company's pre-petition outstanding letters of credit under its first lien pre-petition corporate facility. The DIP term loan also permits the company to obtain an ABL revolver of up to $200 million, secured by certain accounts receivable, with the DIP term loan availability reduced dollar-for-dollar to the extent the revolver exceeds $100 million. The DIP term loan has a first lien and a super-priority claim on substantially all assets of the company, with a junior lien position on cash collateralizing the Bonding Accommodation Facility and the accounts receivable securing the ABL revolver. The DIP term loan will mature on February 6, 2017, and will terminate upon the sale of all or substantially all of the assets of the Company or the effective date of a plan of reorganization. The B1 rating assigned to the term loan predominantly reflects the collateral coverage, which consists primarily of inventory ($237 million book value at June 30, 2015) and property, plant and equipment, including 2 billion tons in assigned coal reserves and the company's investment in 25,000 net acres in Marcellus Shale natural gas properties, along with the associated infrastructure. The exact coverage on the term loan in the event of liquidation is uncertain and would depend on market conditions at the time of liquidation of the asset base, among other factors. Moody's estimates that collateral coverage on the term loan would be in excess of 100%. The rating reflects other structural features of the term loan, including upstream guarantees from all of company's material domestic subsidiaries and certain protections afforded by restrictive covenants, including limitations on capital disbursements and minimum liquidity tests. The rating is constrained by our expectation that in current market conditions, Alpha's mines will be generating negative EBITDA and uncertainty over the extent and nature of actions that must be taken to emerge with profitable operations. The current challenged operating environment, along with the existence of multiple classes of pre-petition creditors, can render the reorganization process lengthy and complex and make recovery more challenging. Alpha's Chapter 11 filing was precipitated by the persistently weak thermal and metallurgical coal markets which ultimately rendered the company's capital structure untenable. Pre-petition, Alpha carried $4 billion in debt and $1.7 billion in legacy liabilities including pensions, post-retirement medical and asset retirement obligations. Over the twelve months ended June 30, 2015 the company generated $3.8 billion in revenues. The principal methodology used in this rating was Debtor-In-Possession Lending published in March 2009. Please see the Credit Policy page on www.moodys.com for a copy of this methodology. Alpha Natural Resources is one of the largest coal companies in the US, and the largest US producer and exporter of metallurgical coal. The company's operations are located in the Central Appalachia and Northern Appalachia regions, as well as the Powder River Basin. In 2014, Alpha generated revenues of $ 4.3 billion AMERICAN APPAREL: Receives Non-Compliance Notice from NYSE ---------------------------------------------------------- American Apparel, Inc., received a notice from NYSE MKT LLC stating that the Company does not meet continued listing standards of the Exchange as set forth in Part 10 of the NYSE MKT LLC Company Guide. Specifically, the Notice states that, based on the Exchange's recent review, the Company was not in compliance with Section 1003(a)(iv) of the Company Guide because "it has sustained losses which are so substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the Exchange, as to whether the Company will be able to continue operations and/or meet its obligations as they mature." As a result, the Notice states that the Company has become subject to the procedures and requirements of Section 1009 of the Company Guide. The Notice states that the Company must submit a plan of compliance to the Exchange by Oct. 9, 2015, addressing how it intends to regain compliance with the continued listing standards of Section 1003(a)(iv) of the Company Guide by Nov. 15, 2015. If the plan is accepted by the Exchange, the Notice states that the Company will be subject to periodic reviews including monitoring for compliance with the plan. In the same Notice, the Exchange notified the Company that it is concerned that the Company's common stock may not be suitable for auction market trading due to its low selling price and, in accordance with Section 1003(f)(v) of the Company Guide, that the Exchange deems it appropriate for the Company to effect a reverse stock split. The Exchange also notified the Company in the Notice that it would receive a separate notice of noncompliance under Section 1003(f)(iv) of the Company Guide if all outstanding listing fees have not been paid by Nov. 7, 2015. The Company is currently reviewing the deficiencies identified in the Notice and has begun the process of preparing a plan of compliance in accordance with the Exchange's request. The Exchange also states in the Notice that if the Company does not submit a plan or if the plan is not accepted, the Exchange will commence delisting proceedings. There can be no assurance that the Company will be able to submit a plan that satisfactorily addresses the Exchange's identified deficiencies and concerns in the Notice, if at all. About American Apparel American Apparel is a vertically-integrated manufacturer, distributor, and retailer of branded fashion basic apparel based in downtown Los Angeles, California. As of Sept. 30, 2014, American Apparel had approximately 10,000 employees and operated 245 retail stores in 20 countries including the United States and Canada. American Apparel also operates a global e-commerce site that serves over 60 countries worldwide at http://www.americanapparel.com. In addition, American Apparel operates a leading wholesale business that supplies high quality T-shirts and other casual wear to distributors and screen printers. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. American Apparel reported a net loss of $68.8 million in 2014, a net loss of $106 million in 2013 and a net loss of $37.3 million in 2012. * * * The TCR reported on Aug. 14, 2015, that Moody's Investors Service downgraded ratings of American Apparel, Inc., including the Corporate Family rating, which was downgraded to Caa3 from Caa2. "T[he] rating actions are in reaction to the company's filing for an extension of its Q2 10Q, which was made necessary due to potential non-compliance with the covenants under its Capital One revolving credit facility at second quarter-end," stated Moody's Vice President Charlie O'Shea. As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Los Angeles-based American Apparel Inc. to 'CCC-' from 'CCC'. The outlook is negative. AMPLIPHI BIOSCIENCES: Grants Options to Outside Directors --------------------------------------------------------- The board of directors of AmpliPhi Biosciences Corporation approved the following grants of options to purchase common stock of the Company to the Company's outside directors, which grants had been approved by the Compensation Committee of the Board of Directors: Shares Subject Shares Subject to Performance Name to Standard Vesting Vesting ---- ------------------- -------------- Jeremy Curnock Cook 6,500 900 Michael S. Perry 6,500 6,300 Louis Drapeau 6,500 7,300 Julian Kirk 6,500 9,700 Wendy S. Johnson 6,500 9,700 Shares subject to standard vesting will vest on an equal monthly basis over a four-year period commencing on Aug. 3, 2015, the date of the Company's most recent annual meeting of shareholders. Shares subject to performance vesting will vest over the same four year period, subject to the additional requirement that the market price of the Company's common stock reach $25.00 per share before the option expires. For his service as interim chief executive officer from Sept. 15, 2014, to May 2015, the Board, following the approval of the Compensation Committee, also awarded Jeremy Curnock Cook an option to purchase 31,100 shares of common stock of the Company. Those options will vest on an equal monthly basis over a four year period beginning May 1, 2015. In addition, Mr. Curnock Cook will receive cash compensation of $100,000 in connection with such service. The Board, following approval of the Compensation Committee, also approved a change to the fees paid to the Company's directors. Beginning in the third quarter of 2015, and effective as of July 1, 2015, the Company will pay each director an annual cash retainer of $40,000, and the Chairman of the Board an annual cash retainer of $60,000. In addition, the Company will pay each member of the Audit Committee an annual cash retainer of $6,000, and the Chairman of the Audit Committee an annual cash retainer of $15,000. The Company will pay each member of the Compensation Committee an additional $5,000 per year, and the Chairman of the Compensation Committee an annual cash retainer of $10,000. The Company will also pay each member of the Nomination Committee $3,000 per year, and the Chairman of the Nomination Committee $5,000 per year. About AmpliPhi AmpliPhi Biosciences Corp. is a biopharmaceutical company that develops bacteriophage-based therapeutics. It also develops an internally generated pipeline of naturally occurring viruses called bacteriophage (Phage) for the treatment of bacterial infection, such as drug-resistant strains of bacteria that are commonly found in the hospital setting. The company's Phage discovery also focuses on acute & chronic lung, sinus and gastrointestinal infections. AmpliPhi Biosciences was founded in March 1989 and is headquartered in Glen Allen, Virginia. The Company reported net income attributable to common stockholders of $21.82 million for the year ended Dec. 31, 2014, compared to a net loss attributable to common stockholders of $65.2 million for the year ended Dec. 31, 2013. As of June 30, 2015, the Company had $36.3 million in total assets, $19.2 million in total liabilities, $4 million in series B redeemable convertible preferred stock, and total stockholders' equity of $13 million. AOXING PHARMACEUTICAL: Selling $3 Million Worth of Securities ------------------------------------------------------------- Aoxing Pharmaceutical Company entered into a Securities Purchase Agreement on Sept. 24, 2015, which provides that, at a closing expected to occur on Sept. 29, 2015, after satisfaction of standard closing conditions, Aoxing will sell 2,352,941 shares of common stock and 1,764,705 common stock purchase warrants. The purchasers are institutional investors. The aggregate purchase price for the securities will be $3,000,000. Each Warrant will permit the holder to purchase one share of common stock from Aoxing Pharmaceutical Company for a price of $1.74 per share. The Warrants will be exercisable commencing six months after the closing date, and will expire five and one-half years after the closing date. Aoxing is making the offering and sale of the shares and warrants pursuant to a shelf registration statement on Form S-3 (Registration No. 333-205148) that was declared effective by the Securities and Exchange Commission on July 1, 2015, and a base prospectus dated as of the same date, as supplemented by a prospectus supplement to be filed with the Securities and Exchange Commission on Sept. 28, 2015. About Aoxing Aoxing Pharmaceutical Company, Inc., is a Jersey City, New Jersey- based specialty pharmaceutical company. The Company is engaged in the development, production and distribution of pain-management products, narcotics and other drug-relief medicine. In its report on the consolidated financial statements for the year ended June 30, 2014, BDO China Shu Lun Pan Certified Public Accountants LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company continues to incur losses from operations, has negative cash flow from operations and a working capital deficit. The Company reported a net loss of $8.63 million for the fiscal year ended June 30, 2014, compared to a net loss of $17.3 million for the year ended June 30, 2013. API INC: Insurance Counsel's Suit Remanded to State Court --------------------------------------------------------- In early 2005, A.P.I., Inc. filed for relief under Chapter 11 due to a multi-part problem: multiple, substantial claims in litigation against it, for damages based on plaintiffs' exposure to asbestos in materials sold or installed by it; at least one very large unsatisfied judgment on such liability; and substantial contests with its liability insurers over the continuation of coverage for such liability. On December 6, 2005, the court confirmed the Debtor's plan of reorganization. Under the plan, a trust for the benefit of claimants on asbestos-related claims was established. Provisions were made for the funding of the trust by the Debtor from its assets and by insurers cashing-out their residual coverage liability. Asbestos-exposure claims against the Debtor and against settling insurers were channeled into the trust. And, procedures for the administration of the trust and the processing and payment of claims were established. The Chapter 11 case was closed on February 29, 2008. In June, 2015, Faricy Law Firm, P.A., commenced an action in the Minnesota State District Court for the Second Judicial District, Ramsey County, asserting that it once had an attorney-client relationship with the Debtor. After the proceeding was commenced, the Debtor's Chapter 11 case was reopened on application of the Trust. The reopening enabled the Trust to remove the proceeding to the the United States Bankruptcy Court for the District of Minnesota under the Trust's assertion of the federal bankruptcy jurisdiction. The Faricy Firm promptly filed a motion for abstention and remand. U.S. Bankruptcy Judge Gregory F. Kishel, held that the federal court has no jurisdiction over the petition for attorney's lien and ordered the remand of the entire action to the Ramsey County District Court for further proceedings. The adversary case is FARICY LAW FIRM, P.A., Petitioner, v. A.P.I., INC. ASBESTOS SETTLEMENT TRUST, Debtor, ADV NO. 15-3096 (Bankr. D. Minn.). The bankruptcy case is In re: A.P.I., INC., Debtor, NO. BKY 05-30073 (Bankr. D. Minn.). A full-text of the Order dated September 9, 2015, is available at http://is.gd/GOcZpSfrom Leagle.com. Plaintiff is represented by: John H. Faricy Jr., Esq. Vadim Trifel, Esq. FARICY LAW FIRM, P.A. 120 South 6th Street, Suite 2450 Minneapolis, MN 55402 Phone: 612-927-2590 Toll Free: 800-410-5052 Fax: 612-338-3272 Defendant is represented by: Benjamin Gurstelle, Esq. Justin P. Weinberg, Esq. BRIGGS AND MORGAN P.A. 2200 IDS Center 80 South Eighth Street Minneapolis, MN 55402 Phone: 612.977.8400 Fax: 612.977.8650 Email: bgurstelle@briggs.com jweinberg@briggs.com Headquartered in St. Paul, Minnesota, A.P.I. Inc., f/k/a A.P.I. Construction Company -- http://www.apigroupinc.com/-- is a wholly owned subsidiary of the API Group, Inc., and is an industrial insulation contractor. The Company filed for chapter 11 protection on January 5, 2005 (Bankr. D. Minn. Case No. 05-30073). James Baillie, Esq., at Fredrikson & Byron P.A., represents the Debtor in its restructuring. When the Debtor filed for protection from its creditors, it listed total assets of $34,702,179 and total debts of $63,000,000. The U.S. Bankruptcy Court for the District of Minnesota confirmed A.P.I. Inc.'s Second Amended Plan of Reorganization on Dec. 6, 2005. The Honorable Gregory F. Kishel determined that the Plan meets the 13 standards for confirmation required under Section 1129(a) of the Bankruptcy Code. APOLLO MEDICAL: CFO Mitch Creem Resigns to be Integrity CEO ----------------------------------------------------------- Apollo Medical Holdings, Inc. announced the resignation of Mitch Creem as chief financial officer and a director, as well as Lance Jon Kimmel as a director. Mitch Creem has been named the CEO of Integrity Healthcare, an entity created by New York-based investment firm BlueMountain Capital Management to manage and operate the Daughters of Charity Health System, a 6-hospital system with its own 200-physician medical foundation. Mark Meyers, ApolloMed's former chief strategy officer and board member, was also named chief operating officer of Integrity Healthcare. BlueMountain Capital entered into a deal with DOCHS in July that will provide a $250 million capital injection. Lance Kimmel is the founder and has been the managing partner at SEC Law Firm. His practice focuses on public and private securities offerings, going public transactions, SEC reporting and mergers & acquisitions. Immediately upon his resignation, Mr. Kimmel was engaged by ApolloMed as its outside general counsel. William Abbott, ApolloMed's current controller and vice president of Finance, has been named Interim chief financial officer, pending completion of a formal search for a permanent CFO, which is underway. ApolloMed has engaged global executive search firm Spencer Stuart. The Board of Directors will be reduced to five members, a majority of whom will continue to be independent as required by the NASDAQ Capital Market, which in May 2015 granted ApolloMed conditional approval to list its common stock thereon. That listing has not taken place yet. In commenting on these changes, Warren Hosseinion, M.D., ApolloMed's chief executive officer stated, "I would like to thank Mitch for his service and contributions to ApolloMed. We wish both Mitch and Mark the best of luck and are proud that two of our alumni are leading the turnaround efforts at DOCHS. At the same time, we have retained a well-known executive search firm to assist us in finding a new CFO who will be able to continue to help us grow as we further implement our business model." "The transition of legal services is logical at this time given our increased level of business activity. By coordinating outside legal services, Mr. Kimmel will be able to help us manage those activities and monitor their cost more closely," stated Gary Augusta, executive chairman. "These changes will also solidify efforts we are making to build a more cost efficient operating and growth platform as we venture more into risk-taking reimbursement models and population health management services." About Apollo Medical Glendale, Calif.-based Apollo Medical Holdings, Inc., provides hospitalist services in the Greater Los Angeles, California area. Hospitalist medicine is organized around the admission and care of patients in an inpatient facility such as a hospital or skilled nursing facility and is focused on providing, managing and coordinating the care of hospitalized patients. Apollo Medical reported a net loss attributable to the Company of $1.8 million on $32.9 million of net revenues for the year ended March 31, 2015, compared to a net loss attributable to the Company of $5 million on $10.5 million of net revenues for the year ended Jan. 31, 2014. As of June 30, 2015, the Company had $13.26 million in total assets, $16.99 million in total liabilities and total stockholders' deficit of $3.73 million. ARCH COAL: Extends Private Debt Exchange Offers and Support Pact ---------------------------------------------------------------- Arch Coal, Inc. announced the extension of its (i) pending private offer to exchange new 6.25% Trust Certificates due 2021 and a cash payment for any and all of its outstanding 7.25% Senior Notes due 2020 and (ii) pending concurrent private offer to exchange Trust Certificates, 8.00% Senior Secured Notes due 2022 and 12.00% Senior Secured Second Lien Notes due 2023 for its outstanding 7.000% Senior Notes due 2019, 9.875% Senior Notes due 2019 and 7.250% Senior Notes due 2021. The 2020 Exchange Offer, previously set to expire at 12:00 midnight, New York City time, on Sept. 23, 2015, has been extended and is now set to expire at 12:00 midnight, New York City time, on Oct. 26, 2015. The Concurrent Exchange Offer, previously set to expire at 12:00 midnight, New York City time, on Sept. 23, 2015, has been extended and is now set to expire at 12:00 midnight, New York City time, on Oct. 26, 2015. Additionally, the Early Tender Time for the Concurrent Exchange Offer, previously set to expire at 12:00 midnight, New York City time, on Sept. 23, 2015, has been extended and is now set to expire at 12:00 midnight, New York City time, on Oct. 26, 2015. The Withdrawal Deadline for the Exchange Offers has passed, so 2020 Notes tendered in the 2020 Exchange Offer and Old Notes tendered in the Concurrent Exchange Offer may no longer be withdrawn. As of 5:00 p.m. New York City time on Sept. 23, 2015, approximately $421 million aggregate principal amount of 2020 Notes have been validly tendered pursuant to the 2020 Exchange Offer, and approximately $500 million aggregate principal amount of Old 7.000% 2019 Notes, $173 million aggregate principal amount of Old 9.875% 2019 Notes and $478 million aggregate principal amount of Old 7.250% 2021 Notes have been validly tendered pursuant to the Concurrent Exchange Offer. As previously disclosed, Arch has made alternative arrangements on similar economic terms for holders of the 2020 Notes not eligible to participate in the 2020 Exchange Offer. The Ineligible Holders Offer, previously set to expire at 12:00 midnight, New York City time, on Sept. 23, 2015, has also been extended and is now set to expire at 12:00 midnight, New York City time, on Oct. 26, 2015. As of 5:00 p.m. New York City time on Sept. 23, 2015, approximately $39 million aggregate principal amount of 2020 Notes have been validly tendered pursuant to the Ineligible Holders Offer. As previously announced, on July 28, 2015, certain unidentified term loan lenders under Arch's Amended and Restated Credit Agreement dated as of June 14, 2011, purporting to hold more than 50% of the term loans under the Credit Agreement delivered a letter to the term loan administrative agent directing it to refrain from executing any documentation relating to the Exchange Offers. Following receipt of the direction letter, the term loan administrative agent tendered its resignation. Although the Directing Lenders have appointed Wilmington Trust as successor administrative agent, Arch has received no assurances that Wilmington Trust will execute the documents required for the Exchange Offers, absent direction from a majority of the term loan lenders. Additionally, on Sept. 16, 2015, GSO Special Situations Master Fund LP, which represents that it holds certain of Arch's unsecured notes and term loans, filed a complaint in the Commercial Division of the Supreme Court of the State of New York against the (unnamed) Directing Lenders and against Wilmington Trust, as administrative agent. Arch has not been made a party to the lawsuit. The complaint seeks a declaratory judgment that the Exchange Offers are permissible under the Credit Agreement and do not require the consent of the Directing Lenders. It also seeks preliminary and permanent injunctions barring the Directing Lenders from instructing the administrative agent not to execute the documents required to close the Exchange Offers (the proposed injunctive relief does not direct the administrative agent to execute any such documents). A hearing has been scheduled for Sept. 25, 2015. Arch cannot predict the timing or outcome of this litigation, which may significantly impact its ability to consummate the Exchange Offers. On Sept. 17, 2015, representatives of the holders of 2020 Notes party to the Support Agreement requested that, in light of the hearing scheduled for Sept. 25, 2015, Arch extend the Exchange Offers. Arch is extending the Exchange Offers in part to ensure that they remain outstanding through the date of this hearing. However, there remain significant uncertainties with respect to the pending litigation and the willingness of Wilmington Trust to execute the documentation required to consummate the Exchange Offers absent any significant modification thereof satisfactory to the Directing Lenders. As a result of the position of the Directing Lenders, the pending litigation, current market conditions and various other factors, Arch has made no determination and cannot provide any assurances as to when, or whether, the Exchange Offers will be consummated, including as they may be amended by or after negotiations among various parties. As previously announced, on July 1, 2015, Arch entered into an agreement with holders of approximately 56.9% in aggregate principal amount of the 2020 Notes. On Sept. 23, 2015, the parties to the Support Agreement agreed to an extension of such agreement until Oct. 26, 2015, and to amend the Support Agreement to provide that Arch may terminate the Support Agreement upon a determination by its board of directors that it would be inconsistent with its fiduciary duties to consummate the 2020 Exchange Offer as a result of the position of the Directing Lenders, the pending litigation, current market conditions or any other factor that the board of directors, in the exercise of its good faith business judgment, deems appropriate, and that Arch shall have no liability under the Support Agreement or otherwise for such a termination. All other terms and conditions of the Support Agreement remain unchanged and in full force and effect. The terms of the 2020 Exchange Offer are set forth in the Confidential Offering Memorandum and Consent Solicitation Statement and the accompanying Consent and Letter of Transmittal related to the 2020 Exchange Offer. The terms of the Concurrent Exchange Offer are set forth in the Confidential Offering Memorandum and the accompanying Letter of Transmittal related to the Concurrent Exchange Offer. The 2020 Exchange Offer is made only by, and pursuant to the terms of, the 2020 Exchange Offering Memorandum and the Consent and Letter of Transmittal, and the Concurrent Exchange Offer is made only by, and pursuant to the terms of, the Concurrent Exchange Offering Memorandum and the Letter of Transmittal. The offering documents for the 2020 Exchange Offer and the Concurrent Exchange Offer will be distributed only to holders of 2020 Notes and holders of Old Notes, respectively, that complete and return a letter of eligibility confirming that they are Eligible Holders. Copies of the eligibility letter are available to holders through the information agent for the Exchange Offers, Ipreo LLC, at (888) 593-9546 (U.S. toll-free) or (212) 849-3880. Holders of the 2020 Notes that are not Eligible Holders will not be able to receive the 2020 Exchange Offering Memorandum and the Consent and Letter of Transmittal or to participate in the 2020 Exchange Offer. However, Arch is conducting the Ineligible Holders Offer, pursuant to which Arch has made alternative arrangements on equivalent economic terms to the 2020 Exchange Offer for holders ineligible to participate in the 2020 Exchange Offer. Those holders should contact Investor Relations at Arch by calling (314) 994-2700, and, after furnishing proof that they are not Eligible Holders, will receive information about the Ineligible Holders Offer. Holders of the Old Notes that are not Eligible Holders will not be able to receive the Concurrent Exchange Offering Memorandum and the Letter of Transmittal or to participate in the Concurrent Exchange Offer. The Exchange Offers are being made, and the Trust Certificates, the New 2022 Secured Notes and the New 2023 Secured Notes are being offered and issued, solely to holders of 2020 Notes or Old Notes, as applicable, who are both "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended, and "qualified purchasers" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, in private placements in reliance upon an exemption from the registration requirements of the Securities Act. The holders of 2020 Notes or Old Notes, as applicable, that are eligible to participate in the Exchange Offers pursuant to the foregoing conditions are referred to as "Eligible Holders." The Trust Certificates, the New 2022 Secured Notes and the New 2023 Secured Notes have not and will not be registered under the Securities Act and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom. Additionally, Arch Pass Through Trust (issuer of the Trust Certificates) has not been and will not be registered as an investment company under the Investment Company Act, in reliance on the exemption set forth in Section 3(c)(7) thereof. About Arch Coal Arch Coal, Inc.'s primary business is the production of thermal and metallurgical coal from surface and underground mines located throughout the United States, for sale to utility, industrial and steel producers both in the United States and around the world. The Company currently operates mining complexes in West Virginia, Maryland, Virginia, Illinois, Wyoming and Colorado. Arch Coal reported a net loss of $558.3 million in 2014, a net loss of $641.8 million in 2013 and a net loss of $683.7 million in 2012. As of June 30, 2015, the Company had $8 billion in total assets, $6.6 billion in total liabilities and $1.4 billion in total stockholders' equity. * * * The Troubled Company Reporter, on July 8, 2015, reported that Fitch Ratings has downgraded the Issuer Default Rating of Arch Coal, Inc. to 'C' from 'CCC'. The downgrade follows Arch Coal's announcements of exchange offers which Fitch considers Distressed Debt Exchanges in accordance with Fitch's Distressed Debt Exchange criteria. The TCR, on May 6, 2015, reported that Moody's Investors Service downgraded the corporate family rating of Arch Coal, Inc to Caa3 from Caa1 and the probability default rating to Caa3-PD from Caa1-PD. The downgrade follows the continued stress on the coal sector, and the resulting deterioration in the company's credit metrics. At the same time, Moody's downgraded the ratings on the senior secured term loan and bank revolving facility to Caa1 from B2, the second lien notes to Caa3 from Caa1, and all unsecured notes to Ca, from Caa2. Moody's also affirmed the Speculative Grade Liquidity rating of SGL-3. The outlook is negative. As reported by the TCR on July 9, 2015, Standard & Poor's Ratings Services said it lowered its corporate credit rating on St. Louis-based Arch Coal Inc. to 'CC' from 'CCC+'. The rating action reflects Arch Coal's July 3, 2015, announcement of a private debt exchange offer for its senior unsecured debt. ASSOCIATED MATERIALS: Moody's Cuts CFR to Caa3 on Poor Liquidity ---------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating of Associated Materials, LLC ("Associated Materials") to Caa3 from Caa1 and Probability of Default Rating to Caa3-PD from Caa1-PD. Concurrently, Moody's downgraded the $830 million senior secured notes to Caa3 from Caa1. The rating outlook is stable. The downgrade reflects the company's persistently negative free cash flow and deteriorating liquidity position, which creates uncertainty regarding its ability pay cash interest including the May 2016 semi-annual payment on the 9.125% $830 million notes. Further, the downgrade and the Caa3 rating reflect the company's untenable debt capital structure with very high debt-to-EBITDA leverage that creates elevated default risk. Associated Materials' building products end markets are expanding and the company has shown signs of stabilizing its operating performance in 2015 after several years of significant pressure. However, EBITDA remains roughly one third of what it was in 2010 when the company went through a leveraged buyout and debt was loaded on the balance sheet. Moody's is concerned that any additional operational improvement over the next year will not be sufficient to significantly reduce leverage and sustain the existing debt structure. Moody's took the following rating actions on Associated Materials, LLC: Corporate Family Rating, downgraded to Caa3 from Caa1; Probability of Default, downgraded to Caa3-PD from Caa1-PD; $830 million senior secured notes, downgraded to Caa3, LGD4 from Caa1, LGD4; Outlook is Stable. RATINGS RATIONALE Associated Materials' Caa3 Corporate Family Rating reflects its elevated risk of default due to negative free cash flow, high leverage and poor liquidity profile. The company had $4 million in cash as of July 4, 2015 and $44.3 million availability under its ABL revolver. Associated Materials consumed $40 million of cash over the last 12 months, and Moody's projects free cash flow use in the range of $40 to $50 million over the next 12 months. This creates uncertainty regarding the company's ability to fund debt service including its upcoming semi-annual note interest payments in May 2016. The company's ability to raise cash is uncertain. Moody's believes that there is a low likelihood that Hellman and Friedman LLC ("H&F"), the private equity owner of the company, will infuse additional capital to the company absent a significant operational turnaround. Also, any gains from potential sales-leaseback prospects are questionable as the company's disposable asset values are not significant. Moody's believes that Associated Materials' ability to sustain the current debt structure hinges on the company's ability to substantially improve its operating performance in a limited amount of time. Thus far, Associated Materials has not been able to demonstrate significant improvement in performance which has been weighed down by product delivery and quality issues contributing to lost market share. Even if Associated Materials is able to bolster liquidity and meet debt service in 2016, the company's questionable ability to refinance its debt maturities in 2017, when its senior secured notes mature and revolving credit facility expires, contributes to elevated default risk. In addition to the struggles with the capital structure and poor liquidity, Moody's expects the company's credit metrics to remain weak in 2015 and 2016. Debt-to-EBITDA leverage, which was 12.15x for the 12 months ending on July 4, 2015, will remain high, while EBITA-to-interest coverage will remain well below 1x. Associated Materials has a weak liquidity profile with a thin cash position and a heavy reliance on its revolver. As of July 4, 2015, it had only $4 million in cash, and while Moody's expects the third and fourth quarters to be cash flow positive, cash on hand and cash flow from operations may not be sufficient to cover the $39 million semi-annual interest payments due in November 2015, and could result in additional draws on the revolver. In 1Q16 and 2Q16, Moody's expects negative free cash flow generation due to seasonality as the company builds inventory. But, given that Associated Materials will also have to pay $39 million of interest in May of 2016, Moody's believes that at that time the cash on hand and revolver availability will not be sufficient to make the payment. Associated Materials retains a $213 million asset-based revolving credit facility expiring in 2017 (90 days prior to the senior secured notes that mature in November 2017). The revolver is governed by a borrowing base calculation with availability being subject to the seasonality in the company's businesses. Additionally, the revolver contains a minimum 1 to 1 fixed charge ratio covenant that is tested if availability of the facility falls below $20 which the company would not pass if triggered; the fixed charge ratio was 0.5 at the end of the second quarter. As of July 4, 2015, the company had $44.3 of availability after accounting for the borrowing base and covenant limitations, but availability will shrink in the coming quarters as it is used to pay the upcoming interest payments. Moody's believes that the company's ability to maintain compliance with the $20 million minimum liquidity threshold in the revolver is questionable given the negative free cash flow. Associated Materials' alternate liquidity options are constrained since its assets are encumbered to secure its bank borrowings and outstanding senior secured notes. Additional negative rating actions may occur if the likelihood of default increases or expected recovery rate decreases. The ratings are unlikely to be raised in the next 12 to 18 months. However, the ratings could be upgraded if the company is able to improve its debt capital structure, liquidity and operating performance, with EBITA-to-interest expense above 1.0 times and significantly lower leverage. Moody's would also need to view the company's ability to refinance debt maturities as good. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Please see the Credit Policy page on www.moodys.com for a copy of this methodology. Associated Materials is a North American manufacturer and distributor of exterior residential building products. The company's core products are vinyl windows, vinyl siding, aluminum trim coil, and aluminum and steel siding and accessories. Associated is also a distributor of roofing materials, insulation, and exterior doors produced by third parties. Hellman & Friedman LLC, through its respective affiliates, is the primary owner of Associated Materials. Revenues for the twelve months through July 4, 2015 totaled approximately $1.2 billion. ATLANTIC & PACIFIC: Court Approves Key Employee Retention Program ----------------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York, approved the key employee retention program ("KERP") submitted by the Great Atlantic & Pacific Tea Company, Inc., and its affiliated debtors. The Debtors introduced these modifications to the KERP: (a) The Debtors have reduced the maximum cost of the KERP to $3,904,000 (representing 78% of the maximum cost of the original plan). Of the total KERP, $2,437,500 may be paid to Key Employees during the first Performance Period and $1,466,500 may be paid during the second Performance Period. (b) The Debtors also have reduced the number of Key Employees eligible to receive KERP Payments to 468 Key Employees (compared to 495 Key Employees), only 104 of whom are eligible to receive a KERP Payment following the second Performance Period (compared to 283 Key Employees). (c) In addition, the discretionary bonus pool has been eliminated and the Debtors have agreed that, to the extent a new or an existing Key Employee agrees to assume responsibilities of a departed employee, the Debtors may reallocate up to 50% of the KERP Payment allotted for the departed employee to the new employee only if the total amount of KERP Payments remain at or below $3.5 million in the aggregate (representing 70% of the cost of the original plan). The Court approved the KERP with the modifications and ordered that: (a) that the Debtors will fund from DIP loan proceeds or cash collateral $1,096,000, in the aggregate and on a pro rata basis, toward the payment of severance due and owing (the "Additional Severance Allocation") for the Debtors' employees, union and non-union, who are not participants in the KERP; and (b) the Additional Severance Allocation will be in addition to the payment of 52% of severance to union and non-union employees, which will be made on a current basis with the balance to be treated in accordance with the Bankruptcy Code. Objections to the Motion United Food and Commercial Worker Locals 27, 464A and 1262, parties to collective bargaining agreements with the Debtors' entities Great Atlantic & Pacific Tea Company and Pathmark and representatives of approximately 11,000 of the Debtors' employees, adopted the objection filed by the United Food and Commercial Workers International Union. William K. Harrington, the United States Trustee for Region 2, also objected to the Debtors' Motion, asserting that the Debtors cannot establish that the Corporate Employees covered by the KERP are not insiders. In response, the Debtors tell the Court that it should overrule all of the Objections and grant the KERP Motion with the Modifications. The Debtors further tell the Court that the Objections apply incorrect law and legal standards and that the relevant legal standard is whether the facts and circumstances of these cases justify the implementation of the KERP. The Debtors assert that they have satisfied that standard. UFCW Local 27, et. al., are represented by: Mark Hanna, Esq. Michelle Banker, Esq. Michael T. Anderson, Esq. MURPHY ANDERSON PLLC 1701 K Street NW Suite 210 Washington, DC 20006 Telephone: (202)223-2620 Facsimile: (202)296-9600 E-mail: mhanna@murphypllc.com mbanker@murphypllc.com manderson@murphypllc.com The U.S. Trustee is represented by: Brian S. Masumoto, Esq. 201 Varick Street, Suite 1006 New York, NY 10004 Telephone: (212)510-0500 The Debtors' attorneys can be reached at: Ray C. Schrock, Esq. Garret A. Fail, 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 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 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. AUBURN TRACE: City of Delray Beach Granted Automatic Stay Relief ---------------------------------------------------------------- The City of Delray Beach sought and obtained from Judge Paul G. Hyman, Jr. of the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, relief from the automatic stay to foreclose on its First and Second Mortgage on the Debtor Auburn Trace, Ltd.'s real property located at 625 Auburn Circle West, Delray Beach, Florida 33344 ("Property"). The City of Delray Beach ("Delray") relates that is a secured creditor as well as the Debtor's largest creditor, holding in excess of $9.5 million in secured claims. It further relates that it holds both the first and second mortgages on the Debtor's Property and improvements thereon, and that the Debtor has defaulted under the Mortgages. It adds that according to the Debtor's schedules, the real property has a value of $9,300,000.00 and personal property with a value of $307,503.81. Delray contends that the Debtor has allowed the Property to deteriorate and fall into disrepair. It relates that the First Mortgage requires the Debtor to maintain the Property in good condition and not to allow it to deteriorate in any manner. Likewise, the Second Mortgage requires the Debtor to maintain the property. Delray further contends that despite these clear requirements of both the First Mortgage and the Second Mortgage, the Debtor has failed to maintain the Property and the Debtor has shown no intention of maintaining the property for the next five years. Delray asserts, that the Property (which is the collateral for the Debtor’s obligations to Delray) has deteriorated and continues to deteriorate without the Debtor having the slightest inclination to effectuate any of a myriad of necessary replacements, repairs, or maintenance. Debtor Opposed Debtor Auburn Trace opposed Delray's Motion, asserting that the purpose of the automatic stay is to stop all collection efforts and provide the debtor with a "breathing spell" and provide the debtor with the opportunity to develop a repayment or reorganization plan. The Debtor stated the following reasons, among others to support its opposition: (1) Cause does not exist to lift the automatic stay purusant to 11 U.S.C. Section 362(d)(1). Based on the Debtor’s proposal and ability to generate sufficient revenue to effectuate the necessary repairs and to continue to maintain the property in good condition and pay all ongoing real estate taxes, cause does not exist to grant Delray relief from the automatic stay pursuant to 11 U.S.C. § 362(d)(1). (2) The Debtor's Plan has a reasonable possibility of being confirmed within a reasonable period of time, and thus, stay relief is not warranted under Section 362(d)(3). The City of Delray Beach is represented by: Robert C. Furr, Esq. FURR AND COHAN P.A. 2255 Glades Road, Suite 337W Boca Raton, FL 33431 Telephone: (561)395-0500 Facsimile: (561)338-7532 E-mail: rfurr@furrcohen.com Auburn Trace's attorneys can be reached at: Bradley S. Shraiberg, Esq. Lenore M. Rosetto Parr, Esq. SHRAIBERG, FERRARA & LANDAU, P.A. 2385 NW Executive Center Drive, #300 Boca Raton, Florida 33431 Telephone: (561)443-0800 Facsimile: (561)998-0047 E-mail: bshraiberg@sfl-pa.com lrosettoparr@sfl-pa.com About Auburn Trace, Ltd. Auburn Trace filed a Chapter 11 bankruptcy petition (Bank. S.D. Fla. Case No. 15-10317) on Jan. 7, 2015. The petition was signed by Brian J. Hinners, the president. The case is assigned to Judge Paul G. Hyman, Jr. The Debtor disclosed $9.61 million in assets and $9.54 million in liabilities as of the Chapter 11 filing. Bradley S Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., serves as the Debtor's counsel. The U.S. Trustee notified the U.S. Bankruptcy Court that until further notice, it will not appoint a committee of creditors. AUBURN TRACE: Court Extends Cash Collateral Use Until Nov.17 ------------------------------------------------------------ Judge Paul G. Hyman, Jr. of the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, extended Auburn Trace, Ltd.'s authority to use cash collateral on an interim basis until Nov. 17, 2015 at 5:00 p.m. The Debtor was previously authorized by the Court to use cash collateral through Sept. 15, 2015. The Debtor owns the real property located at 625 Auburn Circle W., Delray Beach, Florida 33444 ("Real Property"). The following prepetition secured creditors have liens on the Real Property: (a) IBERIABANK in the amount of approximately $4,221,558, which was purchased by The City of Delray Beach; (b) The City of Delray Beach in the amount of approximately $4,231,816; (c) U.S. Small Business Administration in the amount of approximately $199,515; and (d) the Palm Beach County Tax Collector in the aggregate amount of $287,954 for 2014 and 2015 real property taxes. The Court authorized the Debtor to: (i) exceed any line item on the Budget by an amount equal to 10 percent; of each such line item; or (ii) to exceed any line item by more than ten percent (10%) so long as the total of all amounts in excess of all line items for the Budget do not exceed 10 percent in the aggregate of the total Budget. The Court likewise granted the City of Delray Beach adequate protection in the form of a first priority postpetition security interest and lien in, to and against all of the Debtor's assets, but only to the extent that the City of Delray Beach's cash collateral is used by the Debtor. The Court further states that the adequate protection shall be to the same extent that the City of Delray Beach held a properly perfected prepetition security interest in such assets, which are or have been acquired, generated or received by the Debtor subsequent to the Petition Date. The Court ordered the Debtor to make monthly adequate protection payments to the City of Delray Beach, in the amount of $30,000, on account of its first position mortgage. The Debtor is represented by: Bradley S. Shraiberg, Esq. Lenore M. Rosetto Parr, Esq. SHRAIBERG, FERRARA & LANDAU, P.A. 2385 NW Executive Center Drive, #300 Boca Raton, Florida 33431 Telephone: (561)443-0800 Facsimile: (561)998-0047 E-mail: bshraiberg@sfl-pa.com lrosettoparr@sfl-pa.com About Auburn Trace, Ltd. Auburn Trace filed a Chapter 11 bankruptcy petition (Bank. S.D. Fla. Case No. 15-10317) on Jan. 7, 2015. The petition was signed by Brian J. Hinners, the president. The case is assigned to Judge Paul G. Hyman, Jr. The Debtor disclosed $9.61 million in assets and $9.54 million in liabilities as of the Chapter 11 filing. Bradley S Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., serves as the Debtor's counsel. The U.S. Trustee notified the U.S. Bankruptcy Court that until further notice, it will not appoint a committee of creditors. BERRY PLASTICS: Moody's Keeps B1 CFR Amid Changes in Financing -------------------------------------------------------------- Moody's says Berry's change in acquisition financing offering has no immediate impact on the company's B1 corporate family rating, other instrument ratings and stable outlook. The second priority senior secured notes due 2022 have been reduced to $400 million from $600 million and the first lien senior secured term loan due 2022 has been increased to $2.1 billion from $1.9 billion. Proceeds will be used to fund the acquisition of AVINTIV, Inc. The change in capital structure change lowers Berry's interest expense and increases free cash flow available for debt reduction. On July 31, 2015, Charlotte-based AVINTIV Inc. announced that they have entered into a definitive agreement for Berry Plastics Group, Inc. ("Berry Plastics") to acquire AVINTIV from private equity funds managed by The Blackstone Group LP for approximately $2.45 billion in cash on a debt-free, cash-free basis. Berry Plastics Group provides value-added plastic consumer packaging and engineered materials delivering high-quality customized solutions to customers with annual net sales of $5.0 billion in fiscal 2014. With world headquarters in Evansville, Indiana, the Company's common stock is listed on the New York Stock Exchange under the ticker symbol BERY. "We are extremely excited to welcome the team and global capabilities of AVINTIV to the Berry organization," said Jon Rich, Chairman and CEO of Berry Plastics. "The combination of Berry Plastics and AVINTIV creates a global leader in plastics packaging and engineered specialty materials with enhanced technology, material and commercial capabilities to more broadly serve our customers." Joel Hackney, AVINTIV's Chief Executive Officer, commented, "AVINTIV has made tremendous progress advancing our mission to create a safer, cleaner, and healthier world. Joining Berry creates an ideal platform to expand into new adjacencies, strengthen our current capabilities, and bring new innovations to our customers. Our employees' hard work and dedication has enabled us to deliver consistent growth and margin expansion and will continue to play a critical role in the success of Berry." The proposed transaction, which is subject to customary closing conditions, is expected to close by the end of calendar year 2015. Berry Plastics has secured committed debt financing to fund the transaction and expects to utilize the strong, recession-resistant free cash flow of the combined business to reduce leverage following the transaction. Additionally, subject to market conditions, Berry will consider raising a modest amount of equity to result in a net debt to adjusted EBITDA ratio of approximately 5 times. Credit Suisse and Barclays acted as financial advisors and Bryan Cave acted as legal advisor for Berry Plastics. Citi and BofA Merrill Lynch acted as financial advisors and Simpson Thatcher & Bartlett LLP acted as legal advisor for AVINTIV and Blackstone. AVINTIV Inc. is one of the developers, producers, and marketers of specialty materials used in infection prevention, personal care, and high performance solutions. With 23 locations in 14 countries, an employee base of over 4,500 people and the broadest range of process technologies in our industry, AVINTIV is a global supplier to leading consumer and industrial product manufacturers. AVINTIV's manufacturing facilities are strategically located near many key customers. We work closely with them to provide engineered solutions to meet increasing demand for more sophisticated products. For AVINTIV: Media Contacts Liz Cohen Kelly Gawlik WEBER SHANDWICK Tel: 212.445.8044 212.445.8368 E-mail: Liz.cohen@webershandwick.com kgawlik@webershandwick.com Berry Plastics Announces Pricing of Private Placement Notes Offering Berry Plastics (NYSE: BERY) announced the pricing of the private placement launched Sept. 16 by one if its indirect, wholly owned subsidiaries. The Issuer will issue $400 million of second priority senior secured notes due 2022. The closing of the private placement offering is expected to occur on or about October 1, 2015. The Notes will bear interest at a rate of 6.00% payable semiannually, in cash in arrears, on April 15 and October 15 of each year, commencing April 15, 2016 and will mature on October 15, 2022. Upon the release of proceeds from the collateral account, the Notes will be assumed by Berry Plastics Corporation, a direct and wholly owned subsidiary of Berry Plastics, and will be guaranteed by Berry Plastics and by each of BPC's existing and future direct or indirect domestic subsidiaries that guarantee BPC's senior secured, first priority credit facilities, subject to certain exceptions. The Notes and the guarantees will be senior secured obligations and will rank senior in right of payment to all of BPC's, and, in the case of the guarantees, to all of the guarantors', existing and future subordinated debt. The guarantee by Berry Plastics will be unsecured. The Notes and the subsidiary guarantees thereof will be secured on a second-priority basis, respectively, by liens on the assets of BPC and the subsidiary guarantors that secure BPC's obligations under its senior secured credit facilities, subject to certain exceptions. The proceeds from the offering are intended to be used to fund a portion of the cash consideration due in respect of the acquisition of all of the equity of AVINTIV, to repay certain existing indebtedness of Avintiv and its subsidiaries, to pay related fees and expenses and, to the extent not used for such purposes, for general corporate purposes. Unless the Acquisition is consummated concurrently with the close of the offering, all proceeds of the offering will be deposited, together with any additional amounts necessary to redeem the Notes, into a segregated collateral account until the obligations of the Issuer under the Notes are assumed by BPC and certain other conditions are satisfied, including the closing of the Acquisition. Amounts held in the collateral account will be pledged for the benefit of the holders of the Notes, pending the release of such funds in connection with the consummation of the Acquisition. The Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and outside the United States, only to non-U.S. investors pursuant to Regulation S. The Notes will not be initially registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws. Berry Plastics Group, Inc. provides value-added plastic consumer packaging and engineered materials delivering high-quality customized solutions to customers with annual net sales of $5.0 billion in fiscal 2014. With world headquarters in Evansville, Indiana, the Company's common stock is listed on the New York Stock Exchange under the ticker symbol BERY. BEVERAGES & MORE: S&P Raises Rating on $180MM Notes to 'B-' ----------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its rating on Beverages & More Inc.'s $180 million senior secured notes due November 2018 to 'B-' from 'CCC+' and also revised the recovery rating to '4' from '5'. The '4' recovery rating indicates S&P's expectation of an average recovery at the low end of the 30% to 50% range. The upgrade reflects S&P's current valuation in a hypothetical bankruptcy and emergence scenario. S&P has valued the company on a going concern basis using a 5x multiple applied to our projected emergence-level EBITDA of around $29 million. The recovery prospects for the senior secured noteholders would benefit from a second lien on substantially all assets of the company and subsidiary guarantors, but the recovery prospects would be limited to the notes junior status relative to the asset-backed lending facility, which S&P views as having priority. The 'B-' corporate credit rating and stable outlook are unaffected. RATINGS LIST Beverages & More Inc. Corporate Credit Rating B-/Stable/-- Upgraded Beverages & More Inc. $180M senior secured Due Nov. 2018 B- CCC+ Recovery rating 4L 5 BG MEDICINE: Timothy Harris Resigns as Director ----------------------------------------------- Timothy Harris, Ph.D., notified BG Medicine, Inc. resigned from the Company's Board of Directors, effective as of Sept. 22, 2015. Dr. Harris did not communicate any disputes regarding the Company's operations, policies or practices to the Company in connection with this resignation, nor is the Company aware of any. In connection with his departure from the Board, Dr. Harris also departs from the Board's Audit Committee, which will continue to be comprised of Harrison M. Bains (Chair) and Stelios Papadopoulos, Ph.D. About BG Medicine Waltham, Mass.-based BG Medicine is a diagnostics company focused on the development and commercialization of novel cardiovascular diagnostic tests to address significant unmet medical needs, improve patient outcomes and contain healthcare costs. The Company is currently commercializing two diagnostic tests, the first of which is the BGM Galectin-3 test, a novel assay for measuring galectin-3 levels in blood plasma or serum for use as an aid in assessing the prognosis of patients diagnosed with heart failure. The Company's second diagnostic test is the CardioSCORE test, which is designed to identify individuals at high risk for near-term, significant cardiovascular events, such as heart attack and stroke. BG Medicine reported a net loss of $8.06 million in 2014, a net loss of $15.8 million in 2013 and a net loss of $23.8 million in 2012. As of June 30, 2015, the Company had $1.3 million in total assets, $3.7 million in total liabilities and a stockholders' deficit of 2.3 million. Deloitte & Touche LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's recurring losses from operations, recurring cash used in operating activities and accumulated deficit raise substantial doubt about its ability to continue as a going concern. BIRMINGHAM COAL: Bankr. Administrator Wants Case Converted to Ch. 7 ------------------------------------------------------------------- J. Thomas Corbett, Esq., Bankruptcy Administrator for the Northern District of Alabama, asks the United States Bankruptcy Court for Northern District of Alabama, Southern Division, to convert Birmingham Coal & & Coke Company, Inc., et al.'s Chapter 11 case case to a case under Chapter 7, or, in the alternative, dismiss the Chapter 11 case with a 180-day injunction on refiling. The Bankruptcy Administrator explains that the Debtors have failed to file the following: -- copies of all bank statements for the month ending July 31, 2015, as required by Paragraph C of the Chapter 11 Operating Order; -- proof of insurance coverage as required by Paragraph E of the Chapter 11 Operating Order; -- monthly operating reports for the month ending July 31, 2015, as required by Paragraph I of the Chapter 11 Operating Order; -- a copy of their 2013 and 2012 federal income tax returns as requested by the Bankruptcy Administrator at an initial intake meeting held on June 15, 2015; -- copy of their articles of incorporation as requested by the Bankruptcy Administrator at an initial intake meeting held on June 15, 2015; and -- a statement of disbursements made during the calendar quarter ending June 30, 2015. The Bankruptcy Administrator also tells the Court that the Debtors' quarterly fee payment for the quarter ending June 30, 2015, has not been paid. These failures on the part of the Debtor warrant the conversion or dismissal of the present case, the Bankruptcy Administrator asserts. Birmingham Coal & Coke Company, Inc., is represented by: Mark A. Mintz, Esq. Laura F. Ashley, Esq. JONES WALKER LLP 201 St. Charles Ave., Suite 5100 New Orleans, LA 70170 Tel: (504) 582-8000 Fax: (504) 582-8011 Email: mmintz@joneswalker.com lashley@joneswalker.com -- and -- C. Ellis Brazeal, III, Esq. JONES WALKER LLP 1819 5th Ave N., Suite. 1100 Birmingham, AL 35203 Tel: (205) 244-5237 Fax: (205) 244-5400 Email: ebrazeal@joneswalker.com The Bankruptcy Administrator for the Northern District of Alabama: J. Thomas Corbett, Esq. UNITED STATES BANKRUPTCY ADMINISTRATOR Northern District of Alabama Robert S. Vance Federal Building 1800 Fifth Avenue, North Birmingham, AL 35203 Tel: (205)714-3830 About Birmingham Coal Birmingham Coal & Coke Company, Inc. produces and markets coal to industrial, utility and export markets. It owns and operates three coal mines with an average annual coal production of approximately 480,000 tons. The company also offers coal brokerage services. Birmingham Coal & Coke Company, Inc. was founded in 2000 and is based in Birmingham, Alabama. As of May 9, 2011, Birmingham Coal operates as a subsidiary of CanAm Coal Corp. On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting & Reclamation LLC, and RAC Mining LLC each filed a voluntary petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case No. 15-02075) in Birmingham, Alabama. The Debtors tapped Jones Walker LLP as counsel. Birmingham Coal and Cahaba Contracting each estimated $10 million to $50 million in assets and debt. RAC Mining estimated $1 million to $10 million in assets and debt. BIRMINGHAM COAL: Has Until Feb. 8 to Use Cash Collateral -------------------------------------------------------- Judge Tamara O. Mitchell of the United States Bankruptcy Court Northern District of Alabama amended the third interim order authorizing Birmingham Coal & Coke Company, Inc., et al, to use cash collateral until February 8, 2016, for the actual and necessary expenses of operating the Debtors' business. The Court also ordered that the amount of Cash Collateral, which the Debtors may use during any given week, must not exceed in aggregate 120% of each major cost category, and 115% of total expenditures, provided, however, that in addition to items set forth in the Budget, the Debtors will be permitted to pay the actual expenses incurred for fees of the Office of the United States Bankruptcy Administrator. In the event the Usage Period terminates in the middle of a week, the amount budgeted for that week will be prorated accordingly. The Court also ordered that (i) Cash collections may not fall below 80% of the collections projected in the Budget, on a cumulative basis, for any 2 consecutive Usage Periods; (ii) Cumulative Disbursements may not exceed 115% in any category and or 110% overall, (iii) Any expenditures made for the repair of Equipment will require the prior written consent of Regions if those repairs exceed $100,000 on any item of equipment on which Regions has a first priority lien, and, $35,000 on any item of equipment on which Regions does not have a first priority lien. About Birmingham Coal Birmingham Coal & Coke Company, Inc. produces and markets coal to industrial, utility and export markets. It owns and operates three coal mines with an average annual coal production of approximately 480,000 tons. The company also offers coal brokerage services. Birmingham Coal & Coke Company, Inc. was founded in 2000 and is based in Birmingham, Alabama. As of May 9, 2011, Birmingham Coal operates as a subsidiary of CanAm Coal Corp. On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting & Reclamation LLC, and RAC Mining LLC each filed a voluntary petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case No. 15-02075) in Birmingham, Alabama. The Debtors tapped Jones Walker LLP as counsel. Birmingham Coal and Cahaba Contracting each estimated $10 million to $50 million in assets and debt. RAC Mining estimated $1 million to $10 million in assets and debt. BIRMINGHAM COAL: Wants Exclusive Periods Extended ------------------------------------------------- Birmingham Coal & Coke Company, Inc., et al., ask the United States Bankruptcy Court for Northern District of Alabama – Southern Division to extend the time in which they have exclusive right to file a plan by 90 days and the extend the time in which they have exclusive right to solicit acceptances of that plan by 90 days. The Debtors explained that an extension of the exclusive periods is appropriate in their Chapter 11 cases. The Debtors submit that they have moved forward in good faith towards the filing of a plan. The Debtors add that have been focused on reviewing their mining leases and their executory contracts and engaged in litigation with Debenture holders over the voidability of certain claims made by the Debenture holders. The outcome of the litigation will determine the shape and the nature of any plan and will shape the bankruptcy exit process, the Debtors tell the Court. Birmingham Coal & Coke Company, Inc. is represented by: Mark A. Mintz, Esq. JONES WALKER LLP 201 St. Charles Ave., Suite 5100 New Orleans, LA 70170 Tel: (504) 582-8000 Fax: (504) 582-8011 Email: mmintz@joneswalker.com -- and -- C. Ellis Brazeal, III, Esq. JONES WALKER LLP 1819 5th Ave N., Suite. 1100 Birmingham, AL 35203 Tel: (205) 244-5237 Fax: (205) 244-5400 Email: ebrazeal@joneswalker.com About Birmingham Coal Birmingham Coal & Coke Company, Inc. produces and markets coal to industrial, utility and export markets. It owns and operates three coal mines with an average annual coal production of approximately 480,000 tons. The company also offers coal brokerage services. Birmingham Coal & Coke Company, Inc. was founded in 2000 and is based in Birmingham, Alabama. As of May 9, 2011, Birmingham Coal operates as a subsidiary of CanAm Coal Corp. On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting & Reclamation LLC, and RAC Mining LLC each filed a voluntary petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case No. 15-02075) in Birmingham, Alabama. The Debtors tapped Jones Walker LLP as counsel. Birmingham Coal and Cahaba Contracting each estimated $10 million to $50 million in assets and debt. RAC Mining estimated $1 million to $10 million in assets and debt. BIRMINGHAM COAL: Wants Until Dec. 23 to Assume or Reject Leases --------------------------------------------------------------- Birmingham Coal & Coke Company, Inc., et al., ask the United States Bankruptcy Court for Northern District of Alabama, Southern Division, to extend their period to assume or reject any unexpired leases of nonresidential real property up to and including December 23, 2015. The Debtors assert that an additional time is necessary to carefully evaluate the Unexpired Leases and any other agreement subject to assumption or rejection. The Debtors tell the Court that the requested extension of time will allow them to make reasoned decisions concerning the Unexpired Leases and the relative importance each to the Debtors' restructuring. Birmingham Coal & Coke Company, Inc., is represented by: Mark A. Mintz, Esq. Laura F. Ashley, Esq. JONES WALKER LLP 201 St. Charles Ave., Suite 5100 New Orleans, LA 70170 Tel: (504) 582-8000 Fax: (504) 582-8011 Email: mmintz@joneswalker.com lashley@joneswalker.com -- and -- C. Ellis Brazeal, III, Esq. JONES WALKER LLP 1819 5th Ave N., Suite. 1100 Birmingham, AL 35203 Tel: (205) 244-5237 Fax: (205) 244-5400 Email: ebrazeal@joneswalker.com About Birmingham Coal Birmingham Coal & Coke Company, Inc. produces and markets coal to industrial, utility and export markets. It owns and operates three coal mines with an average annual coal production of approximately 480,000 tons. The company also offers coal brokerage services. Birmingham Coal & Coke Company, Inc. was founded in 2000 and is based in Birmingham, Alabama. As of May 9, 2011, Birmingham Coal operates as a subsidiary of CanAm Coal Corp. On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting & Reclamation LLC, and RAC Mining LLC each filed a voluntary petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case No. 15-02075) in Birmingham, Alabama. The Debtors tapped Jones Walker LLP as counsel. Birmingham Coal and Cahaba Contracting each estimated $10 million to $50 million in assets and debt. RAC Mining estimated $1 million to $10 million in assets and debt. BON-TON STORES: Gabelli Funds, Et Al., Report 9.7% Equity Stake --------------------------------------------------------------- Gabelli Funds, LLC, GAMCO Asset Management Inc. and Teton Advisors, Inc. disclosed with the Securities and Exchange Commission that as of Sept. 22, 2015, they own an aggregate of 1,750,555 shares of common stock of The Bon-Ton Stores, Inc., which represents 9.72% of the approximately 18,008,327 shares outstanding as reported in the Issuer's most recently filed Form 10-Q for the quarterly period ended Aug. 1, 2015. Shares of % of Class Name Common Stock of Common Stock ----------- ------------- --------------- Gabelli Funds, LLC 450,000 2.50% GAMCO Asset Management Inc. 688,900 3.83% Teton Advisors, Inc. 611,655 3.40% A copy of the regulatory filing is available for free at: http://is.gd/6Yh5Eg About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 270 stores, which includes nine furniture galleries and four clearance centers, in 26 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. For further information, please visit the investor relations section of the Company's Web site at http://investors.bonton.com. Bon-Ton Stores reported a net loss of $6.97 million on $2.75 billion of net sales for the fiscal year ended Jan. 31, 2015, compared to a net loss of $3.55 million on $2.77 billion of net sales for the fiscal year ended Feb. 1, 2014. The Company reported a net loss of $21.6 million for the fiscal year ended Feb. 2, 2013. As of Aug. 1, 2015, the Company had $1.6 billion in total assets, $1.58 billion in total liabilities and $15.5 million in total shareholder's equity. * * * As reported by the TCR on May 15, 2013, Moody's Investors Service upgraded Bon-Ton Stores's Corporate Family Rating to 'B3' from 'Caa1' and its Probability of Default Rating to 'B3-PD' from 'Caa1-PD'. "The upgrade of Bon-Ton's Corporate Family Rating considers the company's ability to drive modest same store sales growth as well as operating margin expansion beginning in the second half of 2012 and that these positive trends have continued, with the company reporting that its same store were positive, and EBITDA margins expanded, in the first fiscal quarter of 2013," said Moody's Vice President Scott Tuhy. As reported by the TCR on May 17, 2013, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Bon-Ton Stores. BOOMERANG SYSTEMS: US Trustee Appoints HERE Lawrence to Committee ----------------------------------------------------------------- The U.S. trustee overseeing the Chapter 11 cases of Boomerang Systems Inc. and its affiliates appointed HERE Lawrence Property Owner LLC to serve on the official committee of unsecured creditors. HERE Lawrence replaced Max Specialty Insurance Co., which was appointed by the agency on Sept. 2, according to court filings. The committee is now composed of: (1) HERE Lawrence Property Owner, LLC c/o Christopher A. Ward Polsinelli, PC 222 Delaware Ave., Suite 1101 Wilmington, DE, 19801 Fax: (302) 252-0921 (2) AV Excellence, LLC c/o Janna Shacklett 6020 Parkway North Drive, Suite 100 Cumming, GA 30040 Fax: (888) 819-2307 (3) Xaplos, Inc. c/o Mark Rodrigues 5701 SW 196th LN Fort Lauderdale, FL 33332 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems, Inc., and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18, 2015. The Company has engaged the law firms Togut, Segal & Segal LLP as general bankruptcy counsel, Ciardi, Ciardi & Astin as local bankruptcy counsel, and Garden City Group, LLC, as claims and noticing agent. In addition, the Company has retained the law firm Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the Southern District of New York against the Company's defaulting lender. BOOMERANG SYSTEMS: UST Wants 341 Meeting Continued to Oct. 9 ------------------------------------------------------------ The U.S. trustee overseeing the Chapter 11 cases of Boomerang Systems Inc. and its affiliates has requested to continue the meeting of creditors to Oct. 9, 2015, at 10:30 a.m. The U.S. trustee, the Justice Department's bankruptcy watchdog, will hold the meeting at the J. Caleb Boggs Federal Building, 5th Floor, Room 5209, 844 King Street, in Wilmington, Delaware. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems, Inc., and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18, 2015. The Company has engaged the law firms Togut, Segal & Segal LLP as general bankruptcy counsel, Ciardi, Ciardi & Astin as local bankruptcy counsel, and Garden City Group, LLC, as claims and noticing agent. In addition, the Company has retained the law firm Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the Southern District of New York against the Company's defaulting lender. BOREAL WATER: Terry Johnson Performed Deficient Audits, Order Says ------------------------------------------------------------------ Boreal Water Collection, Inc. just received a copy of an Order of the Securities and Exchange Commission in the Matter of Terry L. Johnson, CPA, Respondent. As stated in the Order, Terry L. Johnson, CPA, performed highly deficient audits and quarterly reviews of the financial statements of at least eight issuer clients and issued audit reports containing materially false statements on these annual financial statements. These audit reports were included in the issuers' filings under the Exchange Act, including audit reports with unqualified reports in the Form 10-K annual reports for six clients, including Boreal Water Collection, Inc., for fiscal years 2012 and 2013. The Order also states that Mr. Johnson's "audits were so deficient that they amounted to no audits at all and could not be relied upon as having afforded him with a reasonable basis for his opinions regarding the financial statements that he audited." Accordingly, the Company is no longer relying on the audit reports provided by Mr. Johnson and previously issued financial statements for fiscal years 2012 and 2013. Mr. Johnson also provided the Company with an unqualified audit report for our fiscal year 2014, which was included in our Form 10-K for fiscal year 2014. This report was not mentioned in the Order. "We are investigating whether we can rely on Mr. Johnson's unqualified audit report for fiscal year 2014 and the financial statements for 2014," the Company said. The Company's management is currently seeking advice of counsel and its current auditor on how to proceed. The Company will update its plans with additional informational filings. Management is committed to addressing this situation in a timely and responsible manner. A copy of the Order is available for free at: http://is.gd/xwdtXX About Boreal Water Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a personalized bottled water company specializing in premium custom bottled water. Boreal Water reported a net loss of $886,000 on $2.41 million of sales for the year ended Dec. 31, 2014, compared with net income of $613,000 on $2.15 million of sales for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $3 million in total assets, $2.68 million in total liabilities, and $314,000 in total stockholders' equity. Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014. The accounting firm noted that the Company has incurred a deficit of approximately $3.6 million and has used approximately $800,000 of cash due to its operating activities in the two years ended Dec. 31, 2014. The Company may not have adequate readily available resources to fund operations through Dec. 31, 2015. This raises substantial doubt about the Company's ability to continue as a going concern. BROOKE CORPORATION: Ch. 7 Trustee's Clawback Suit vs. CJD Denied ---------------------------------------------------------------- Judge Dale L. Somers of the United States Bankruptcy Court for the District of Kansas denied the motion filed by Christopher J. Redmond, the Chapter 7 trustee for Brooke Corporation, Brooke Capital, and Brooke Investments, Inc., seeking to avoid certain transfers to CJD & Associates, LLC. The adversary proceeding is CHRISTOPHER J. REDMOND, Chapter 7 Trustee of Brooke Corporation, Brooke Capital Corporation, and Brooke Investments, Inc., Plaintiff, v. CJD & ASSOCIATES, LLC, a/k/a Davidson-Babcock, Defendant, Adv. No. 11-6236 (Bankr. D. Ks.). The bankruptcy case is In Re: BROOKE CORPORATION, et al., Chapter 7 Debtors, Case No. 08-22786 (Jointly Administered)(Bankr. D. Ks.). A full-text copy of memorandum opinion and order dated September 8, 2015, is available at http://is.gd/FT817lfrom Leagle.com. Plaintiff is represented by: John J. Cruciani, Esq. Michael D. Fielding, Esq. HUSCH BLACKWELL LLP 4801 Main Street, Suite 1000 Kansas City, MO 64112 Phone: 816.983.8000 Fax: 816.983.8080 Email: john.cruciani@huschblackwell.com michael.fielding@huschblackwell.com Defendant is represented by: Jason L. Bush, Esq. POLSINELLI PC 900 W. 48th Place, Suite 900 Kansas City, MO 64112 Phone: 816.572.4764 Fax: 913.273.1042 Email: jbush@polsinelli.com -- and -- Gregory P. Forney, Esq. SHAFFER LOMBARDO SHURIN 911 Main Street, #2000 Kansas City, MO 64105 Phone:816-931-0500 Email:gforney@sls-law.com -- and -- Brendan L. McPherson, Esq. Paul D. Sinclair, Esq. POLSINELLI SHUGHART PC P.C. 900 W. 48th Place, Suite 900 Kansas City, MO 64112 Tel: 816.753.1000 Fax: 816.753.1536 Email: bmcpherson@polsinelli.com psinclair@polsinelli.com About Brooke Corp. Based in Kansas, Brooke Corp. -- http://www.brookebanker.com/-- was an insurance agency and finance company. The company owned 81% of Brooke Capital. The majority of the company's stock was owned by Brooke Holding Inc., which, in turn was owned by the Orr Family. A creditor of the family, First United Bank of Chicago, foreclosed on the BHI stock. The company's revenues were generated from sales commissions on the sales of property and casualty insurance policies, consulting, lending and brokerage services. Brooke Corp. and Brooke Capital Corp. filed separate petitions for Chapter 11 relief on Oct. 28, 2008; Brooke Investments, Inc. filed for Chapter 11 relief on Nov. 3, 2008 (Bankr. D. Kan. Lead Case No. 08-22786). Angela R. Markley, Esq., was the Debtors' in-house counsel. Albert Riederer was appointed as the Debtors' Chapter 11 trustee. He acted as special master of Brooke in prepetition federal court proceedings. Benjamin F. Mann, Esq., John J. Cruciani, Esq., and Michael D. Fielding, Esq,, at Husch Blackwell Sanders LLP, and Kathryn B. Bussing, Esq., at Blackwell Sanders LLP, represented the Chapter 11 trustee as counsel. David A. Abadir, Esq., and Robert J. Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP, Kristen F. Trainor, Esq., and Mark Moedritzer, Esq., at Shook, Hardy & Bacon, represented the Official Committee of Unsecured Creditors as counsel. The Debtors disclosed assets of $512,855,000 and debts of $447,382,000. On Oct. 29, 2008, the Court granted a motion to jointly administer the bankruptcies of Brooke Corporation, Brooke Capital, and Brooke Investment with the Brooke Corporation bankruptcy case being the lead case. The case was converted to Chapter 7 on June 29, 2009. Christopher J. Redmond was named Chapter 7 Trustee. He is represented by Benjamin F. Mann, Esq., John J. Cruciani, Esq., and Michael D. Fielding, Esq., at Husch Blackwell LLP. CABLEVISION SYSTEMS: Neptune Finco Gets Moody's "B1" CFR -------------------------------------------------------- Moody's Investors Service has assigned a B1 corporate family rating (CFR) and B1-PD probability of default rating (PDR) to Neptune Finco Corp. ("Neptune"). Neptune is a wholly owned subsidiary of Altice N.V. (unrated) which will finance its acquisition of Cablevision Systems Corporation ("Cablevision", Ba2 review for downgrade). Neptune will issue $10.6 billion of new debt obligations, including a $5.3 billion secured guaranteed credit facility, $1.5 billion of unsecured guaranteed notes due 2025 and $3.8 billion of unsecured notes due 2025. The credit facility will be comprised of a $3.3 billion 7-year term loan and a $2.0 billion 5-year revolving credit facility. Moody's has assigned Ba1 (LGD-2) ratings to the credit facility and guaranteed notes and a B2 (LGD-4) rating to the unsecured notes. The ratings outlook for Neptune is stable. Upon close of Altice's proposed acquisition of Cablevision, Neptune will be merged with and into CSC Holdings, LLC, a wholly owned subsidiary of Cablevision. At that time, the B1 CFR on Neptune will be withdrawn and the review for downgrade of Cablevision will be concluded. The ratings assigned to Neptune reflect the expected end-state capital structure of Cablevision and Moody's expects that the post-close ratings for Cablevision's CFR and respective debt classes will be in line with those assigned to Neptune today. If the acquisition does not close as proposed, Neptune's ratings will be withdrawn following the mandatory repayment of Neptune's debt and Moody's will conclude Cablevision's review for downgrade with ratings that reflect its current ownership and expected operating performance. A summary of today's actions follow: Assignments: Issuer: Neptune Finco Corp. Corporate Family Rating, Assigned B1 Probability of Default Rating, Assigned B1-PD Gtd Senior Secured Revolving Credit Facility, Assigned Ba1, LGD2 Gtd Senior Secured Term Loan, Assigned Ba1, LGD2 Gtd Senior Notes, Assigned Ba1, LGD2 Senior Notes, Assigned B2, LGD4 Outlook Actions: Outlook, Assigned Stable RATING RATIONALE Neptune's B1 CFR reflects its high leverage of over 7x debt/EBITDA (Moody's adjusted) at deal close and the significant business risk inherent in Altice's aggressive cost reduction plans. Moody's believes that Altice will quickly implement its cost cutting programs and realize meaningful savings which will result in falling leverage. However, if the cost cuts drive too fast a pace of organizational change and headcount reduction, this could result in disruptions to Cablevision's service quality and lead to market share erosion. This business risk, combined with the elevated financial risk from the debt raised to fund the transaction are reflected in the B1 corporate family rating. Moody's expects Cablevision's leverage to fall below 6x (Moody's adjusted) by year end 2018 from over 7x at inception, primarily due to planned cost reduction actions. Free cash flow as a percentage of total Moody's adjusted debt will be strong at around 3% to 4% starting in 2018. Moody's believes that Altice will achieve its planned $450 million cost savings target in a phased approach over a two to three year timeframe following the deal close. Moody's views management's $450 million target as reasonable over this timeframe, especially given Cablevision's below-average pre-deal margins, historical expenses related to its family ownership and Altice's management experience with acquisitions within the cable industry. Execution risk will dominate Cablevision's credit profile as Altice balances the pace of cost cuts and service quality. Management has articulated longer term cost reduction targets to the equity market which far exceed $450 million in savings promised to bondholders. Moody's views this more aggressive target as a longer term, aspirational goal and does not anticipate the benefits above $450 million to occur within the ratings horizon (i.e. two to three years). A material acceleration of these additional cuts would likely add more execution risk than Neptune's B1 rating can accommodate. Cablevision competes head to head with Verizon's FiOS service in about half of its urban footprint. Moody's views FiOS as a competitive product offer that could attract subscribers at a higher rate if Cablevision stumbles operationally. However, Cablevision's industry leading penetration rates point to solid operating performance. Notwithstanding the maturity of the core video product, the relative stability of the subscription business provides steady cash flow, and the high quality of Cablevision's network positions it well to achieve growth in its residential and commercial businesses despite the aforementioned competition. The ratings for the debt instruments reflect the probability of default of Neptune, to which Moody's assigns a PDR of B1-PD, and the priority of claims within the company's capital structure. The Ba1 (LGD-2) rated secured guaranteed credit facility and Ba1 (LGD-2) rated guaranteed notes issued by Neptune will benefit from upstream guarantees from the majority of Cablevision's operating company subsidiaries. The remaining unsecured notes, including the $3.8 billion B2 rated notes issued by Neptune and the $3.1 billion of existing unsecured notes at CSC Holdings have no guarantees and are subordinate to the guaranteed debt Neptune's ratings, and eventually Cablevision's, primarily reflect a stand-alone assessment of its credit strength and do not incorporate support from or to other entities among the broader Altice NV group of companies, including Cequel Communications Holdings I, LLC (B1, review for downgrade). However, the ratings do consider management's capacity to operate the large and growing group of companies, its aggressive financial policy and the potential for cash to be extracted from subsidiaries to fund future growth when and if the indentures/structures allow. Moody's could lower the ratings of Neptune/Cablevision if leverage is not on track to fall below 6x by year end 2018, if free cash flow is negative or if liquidity deteriorates. Additionally, the ratings could be lowered if the company experiences a weakening of its competitive position, which would be evident by higher churn and/or market share erosion. Moody's could upgrade the ratings of Neptune/Cablevision if leverage falls comfortably below 5x and free cash flow as a percentage of debt is sustained above 5%. Any upgrade would be predicated upon stable market share and strong operating statistics over a prolonged timeframe. But, given the rapid pace of debt-financed M&A across the Altice NV group, it is unlikely that Moody's would upgrade the ratings of Neptune/Cablevision unless the credit profile of the entire group were to improve commensurately. Neptune Finco Corp. is a Delaware corporation and wholly owned subsidiary of Altice NV which will be used to finance Altice's acquisition of Cablevision Systems Corp. Upon close of the ultimate transaction, Neptune Finco Corp. will be merged with and into CSC Holdings LLC. Headquartered in Bethpage, New York, Cablevision Systems Corporation serves approximately 2.6 million video customers, 2.8 million high speed data customers, and 2.2 million voice customers in and around the New York metropolitan area. Cablevision is the direct parent of CSC Holdings, LLC (CSC), which also owns Newsday LLC, the publisher of Newsday and other niche publications. Revenue for LTM June 30, 2015 was approximately $6.5 billion. CABLEVISION SYSTEMS: S&P Keeps 'BB-' CCR on CreditWatch Negative ---------------------------------------------------------------- Standard & Poor's Ratings Services said it kept its ratings on New York City-based Cablevision Systems Corp., including its 'BB-' corporate credit rating, on CreditWatch, where S&P originally placed them with negative implications on Sept. 17, 2015. At the same time, S&P assigned its 'BB-' issue-level rating and '1' recovery rating to CSC Holdings LLC's proposed $4.3 billion senior secured credit facility and $2 billion senior guaranteed notes due 2025. The '1' recovery rating reflects S&P's expectation for very high (90%-100%) recovery for lenders in the event of a payment default. The facility consists of a $2 billion revolving credit facility due 2020 and a $2.3 billion term loan B due 2022. The proposed debt will ultimately reside at CSC Holdings once the transaction closes. In addition, S&P assigned its 'B-' issue-level rating and '5' recovery rating to CSC Holdings LLC's proposed $4.3 billion of senior unsecured notes. The '5' recovery rating reflects S&P's expectation for modest (10%-30%; higher end of the range) recovery for lenders in the event of a payment default. The proposed debt will ultimately reside at CSC Holdings once the transaction closes. S&P expects proceeds from the proposed debt issuances, along with about $3.3 billion of equity and roughly $890 million of cash, will be used to fund the equity purchase price of $10 billion and refinance existing credit facilities at CSC Holdings and Newsday. Ratings on existing debt at CSC Holdings and Cablevision remain on CreditWatch with negative implications. Upon close of the transaction, S&P expects to lower its issue-level rating on CSC Holding's existing senior unsecured notes to 'B-' from 'BB' and revise S&P's recovery rating on this debt to '5' from '2', in line with the proposed senior notes. In addition, S&P would expect to lower its issue-level rating on the existing subordinated debt at Cablevision to 'CCC+' from 'B' and leave the recovery rating on this debt unchanged at '6'. "The continued CreditWatch with negative implications reflects the likelihood that we will lower our corporate credit rating on Cablevision to 'B' from 'BB-' upon close of the transaction," said Standard & Poor's credit analyst Michael Altberg. Pro forma adjusted leverage is elevated at about 7.6x for 2015, compared to S&P's original expectation of leverage in the mid-4x area this year. Although the company could reduce leverage below 7x over the near term, S&P believes there is uncertainty regarding the achievement of planned cost savings and the impact that cost cutting could have on the company's business risk profile. Altice has publically targeted approximately $900 million in cost savings, which translates into about 20% of operating expenses and over 30% of non-programming related operating expenses. S&P believes there is scope for cost reduction, especially in the areas of general and administrative (G&A) expenses; however, it has assumed a more modest level of cost savings under its base-case scenario (below 10% of total operating expenses) based on a greater haircut to customer and network operations savings. Altice has a track record of reducing costs in very competitive markets, which the company is looking to replicate given Cablevision's over 50% overlap with Verizon FiOS. Given the maturity of Cablevision's operations, our ratings incorporate the potential for execution risk. With below industry average revenue growth potential in the 1%-2% area over the next few years, Altice will need to focus on protecting market share while implementing cost cuts. The CreditWatch listing reflects the likelihood of a two-notch downgrade of the company to 'B' from 'BB-' upon close of the proposed transaction. S&P will continue to monitor developments around the transaction and update its CreditWatch accordingly. CAESARS ENTERTAINMENT: Examiner Questions Duplicative, Pricey Fees ------------------------------------------------------------------ Cara Salvatore at Bankruptcy Law360 reported that law firms' spring 2015 fees in the contentious bankruptcy of Caesars Entertainment Operating Co. raised serious concerns with an independent examiner, who said the original bills of Kirkland & Ellis LLP, Jones Day, Winston & Strawn LLP, DLA Piper and others were often duplicative, overused the most expensive attorneys and included vague travel expenses. The report filed by the office of independent fee examiner Nancy Rapoport revealed concerns across the biggest bills in the bankruptcy. Many of the issues raised have already been fixed. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. * * * The Troubled Company Reporter, on April 27, 2015, reported that Fitch Ratings has affirmed and withdrawn the Issuer Default Ratings (IDR) and issue ratings of Caesars Entertainment Operating Company (CEOC). These actions follow CEOC's Chapter 11 filing on Jan. 15, 2015. Accordingly, Fitch will no longer provide ratings or analytical coverage for CEOC. In addition, Fitch has affirmed the IDR and issue rating of Chester Downs and Marina LLC (Chester Downs) and the ratings have been simultaneously withdrawn for business reasons. CALMARE THERAPEUTICS: Appoints Amato as Chief Medical Officer ------------------------------------------------------------- Calmare Therapeutics Incorporated has appointed Stephen J. D'Amato, M.D., F.A.C.E.P., chief medical officer of the Company. As part of Dr. D'Amato's duties and responsibilities as the Company's chief medical officer and corporate executive, he will spearhead CTI's Centers of Excellence initiative, which was discussed last year at the Company's annual general meeting in New York City. On being offered an executive position with CTI, Dr. D'Amato said, "I am very excited to be part of Calmare Therapeutics, and its on-going thrust to treat chronic pain sufferers with Calmare Pain Mitigation Therapy throughout the world. Over the years, I have become extremely comfortable treating patients with Calmare. I am convinced of the good it does by giving these patients their lives back; and, without the need for prescription drugs. "I also feel that the Center of Excellence approach in establishing a greater network of pain treatment clinics may be the key to expanding Calmare's reach. I look forward to the progress we can achieve over the next 15 months," he concluded. Dr. D'Amato will continue to treat patients from his private practices in Rhode Island and forthcoming facility in Southwest Florida. He will be available to all Calmare physicians and practitioners as a source of reference. "We are very proud of bringing on Dr. D'Amato as our new CMO and permanent member of our executive team," said Calmare Therapeutics president & CEO Conrad Mir. "His medical expertise, Calmare treatment acumen and hand's-on and facility operating proficiency adds a critical facet to CTI. The Company does not have an employment agreement with D'Amato. However, in connection with D'Amato's appointment, the Company and D'Amato have agreed to terms to be memorialized in an agreement. Under the agreed upon terms of the term sheet, Dr. D'Amato's compensation includes a base salary of $180,000 per annum, bonus eligibility equal to 40% of Dr. D'Amato's base salary, payable annually, subject to meeting goals and objectives created by the Company's Board of Directors. Additionally, Dr. D'Amato will be granted 300,000 stock options. These terms are subject to modification until a formal employment agreement is executed. About Calmare Therapeutics Calmare Therapeutics Incorporated, formerly known as Competitive Technologies, Inc., provides distribution, patent and technology transfer, sales and licensing services focused on the needs of its customers and matching those requirements with commercially viable product or technology solutions. Sales of the Company's Calmare(R) pain therapy medical device continue to be the major source of revenue for the Company. Calmare reported a net loss of $3.4 million on $1 million of product sales for the year ended Dec. 31, 2014, compared to a net loss of $2.6 million on $652,792 of product sales for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $4.4 million in total assets, $12.1 million in total liabilities and a $7.7 million total shareholders' deficit. Mayer Hoffman McCann CPAs, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred operating losses since fiscal year 2006 and has a working capital and shareholders' deficiency at Dec. 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CANADIAN SOLAR: Moody's Assigns Ba2 Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service has assigned a first-time Ba2 corporate family rating to Canadian Solar Inc. (CSI). The rating outlook is stable. RATINGS RATIONALE "CSI's Ba2 corporate family rating primarily reflects its leading market position in the global solar module manufacturing business as well as its diversification into the downstream solar farm business," says Wan Hee Yoo, a Moody's Vice President and Senior Analyst. CSI is a leading solar module manufacturer globally, with solar module total shipments of 2.1 gigawatts (GW) in 1H 2015, which ranked it number two globally. The company is also a leading solar power developer in the North American market. It had built and connected cumulative solar power plants of 608 megawatts (MW) by end-2014 and had approximately 2.6 GW of late-stage, utility scale solar projects as of 18 August 2015. Such solar project assets enhance its operating stability and financial flexibility, given the more stable nature of this business. Moody's expects the long-term fundamentals of the solar industry to remain favorable, supported by the global drive for clean energy generation and the gradual fall in costs to generate solar power. In addition, Moody's expects global market conditions to remain reasonably supportive over the next 12-18 months, prior to the US investment tax credit step-down at end-2016. "However, the rating is constrained by the inherent cyclicality and volatility of the solar industry, as well as by CSI's increased financial leverage due to its strategy to own large-scale solar power projects," adds Yoo. CSI is exposed to the highly cyclical nature of the solar industry, as barriers to entry are low and global solar power demand is still highly reliant on government policies and incentives, which continue to evolve. These risks are partly mitigated by its downstream-centered operations, which are less cyclical than upstream operations. CSI is shifting its business strategy for its solar power projects to a build-to-hold model from its previous build-to-sell model. As part of this shift, the company plans to launch a yieldco in late 2015 or early 2016 based on its contracted solar power assets in developed countries. The transition to its new business model will increase its financial leverage significantly in 2015, because of the sizable debt it will incur to fund its large capex of about $2 billion and the loss of earnings from its previous sales of solar power projects. As such, Moody's expects CSI's adjusted debt/EBITDA to rise to about 7.0x in 2015 from 3.0x in 2014. This level of leverage is weak for the Ba2 rating category. Moreover, its ability to raise proceeds through the launch of the yieldco is subject to the volatile equity market conditions. However, these concerns are mitigated by the following factors: 1) Its financial leverage will likely improve to about 5.5x in 2016 through the launch of the yieldco and the sale of the yieldco stake to investors, as well as the higher earnings contributions from increased solar module shipments and solar power plants. 2) The company has sizable cash holdings. Therefore, its adjusted net debt/EBITDA would be lower at around 4.5x in 2015 and 3.5x in 2016. 3) CSI has significant operating flexibility, backed by investors' strong appetite for contracted solar power projects. Moody's believes the company will have little difficulty in reverting back to the build-to-sell model should the yieldco market remain unfavorable. 4) This transition will provide greater operating stability in terms of its earnings and cash flow in the longer term, given the stable cash flow from solar power projects. CSI's liquidity is moderate, given its large capital expenditures and sizable short-term debt. However, this weakness is mitigated by its good access to project-based secured financing and strong business profile. The stable rating outlook reflects Moody's expectation that CSI will maintain its leading position in the solar module manufacturing business while diversifying its business portfolio into the downstream solar power business, and that its financial profile will remain consistent with the current rating category over the next 1-2 years. Upward pressure on the ratings could arise over time if CSI successfully diversifies its business portfolio, generates significant earnings in its downstream solar power business, and its adjusted debt/EBITDA remains below 4x on a sustained basis. The rating could be downgraded if its position in the global solar module manufacturing industry weakens significantly, or if management undertakes a more aggressive financial policy than expected. Specifically, the rating could be downgraded if adjusted debt/EBITDA exceeds 5.5x-6.0x on a sustained basis. The rating could also come under pressure if the company's liquidity profile weakens considerably, or if its ability to sell solar power projects weakens because of material negative changes in investors' appetite. CANCER GENETICS: Gives Corporate Presentation to Investors ---------------------------------------------------------- Cancer Genetics, Inc. distributed to the investment community a corporate presentation dated Sept. 22, 2015. The Company notes that this corporate presentation updates and corrects certain information contained in presentation previously posted to the Company's Web site and previously circulated to certain members of the investment community by a third party. The corporate presentation is available for free at: http://is.gd/8mLaOz About Cancer Genetics Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage diagnostics company focused on developing and commercializing proprietary genomic tests and services to improve and personalize the diagnosis, prognosis and response to treatment (theranosis) of cancer. Cancer Genetics reported a net loss of $16.6 million in 2014, a net loss of $12.4 million in 2013 and a net loss of $6.66 million in 2012. As of June 30, 2015, the Company had $39.8 million in total assets, $13 million in total liabilities and $26.7 million in total stockholders' equity CASPIAN SERVICES: WSRP Replaces Haynie & Company as Auditors ------------------------------------------------------------ Caspian Services, Inc., dismissed Haynie & Company, CPAs effective Sept. 22, 2015. The dismissal was approved by the board of directors of the Company. Haynie' audit partner on its account had left the firm to join the firm of WSRP, LLC. Haynie's reports on the financial statements for the fiscal years ended Sept. 30, 2014, and 2013 contained a going concern note resulting from the fact that the Company had negative working capital in each of the past two fiscal years. Other than the foregoing, Haynie's reports on the financial statements for the fiscal years ended Sept. 30, 2014, and 2013 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company's two most recent fiscal years and the period through Sept. 22, 2015, there were no disagreements with Haynie on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements. On Sept. 22, 2015, the Company engaged WSRP as its new independent registered public accounting firm. The decision to engage WSRP was approved by the Board. One of the partners with WSRP is the same auditor who was engaged on the audit of the Company while at Haynie. During the fiscal years ended Sept. 30, 2014, and 2013 and during any subsequent interim period preceding the date of engagement, neither the Company, nor anyone acting on its behalf, consulted with WSRP. About Caspian Services Headquartered in Salt Lake City, Caspian Services, Inc., was incorporated under the laws of the state of Nevada on July 14, 1998. Since February 2002 the Company has concentrated its business efforts to provide diversified oilfield services to the oil and gas industry in western Kazakhstan and the Caspian Sea, including providing a fleet of vessels, onshore, transition zone and marine seismic data acquisition and processing services and a marine supply and support base in the port of Bautino, in Bautino Bay, Kazakhstan. Caspian reported a net loss of $18.8 million on $29.9 million of total revenue for the year ended Sept. 30, 2014, compared with a net loss of $11.8 million on $33.08 million of total revenues for the year ended Sept. 30, 2013. The Company's independent auditors, Haynie & Company, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the 2014 consolidated financial statements citing that, "[A] Company creditor has indicated that it believes the Company may be in violation of certain covenants of certain substantial financing agreements. The financing agreements have acceleration right features that, in the event of default, allow for the loan and accrued interest to become immediately due and payable." According to the auditors, as a result of this uncertainty, the Company has included the note payable and all accrued interest as current liabilities at Sept. 30, 2014. At Sept. 30, 2014, the Company had negative working capital of $85.0 million and for the year ended Sept. 30, 2014, the Company had a net loss of $16.6 million." CHARDON LLC: Bid to Employ Neal Wolf as Bankr. Counsel Granted -------------------------------------------------------------- Judge Thomas M. Lynch of the United States Bankruptcy Court for the Northern District of Illinois granted Chardon Corporate's application to employ Neal L. Wolf and associated attorneys as bankruptcy counsel. The United States Trustee and secured creditor, FirstMerit Bank, N.A., objected to the Debtor's application to employ. The U.S. Trustee withdrew his objection based on the supplemental declaration only to file a second objection to the application on August 7, 2013. In the August objection, the U.S. Trustee alleged that NW&A had signed a separate, previously undisclosed engagement letter with Donald Wolf, Sr., Donald Wolf, Jr., David Wolf and "certain affiliated entities" on December 20, 2012. The 2012 engagement letter contained a reference to the receipt of a $25,000 retainer. The U.S. Trustee asserted that NW&A first turned over that engagement letter on July 24, 2013, only after the court ordered its production. The U.S. Trustee further asserted that NW&A and the Debtors had failed to establish that the engagement had been terminated and alleged that NW&A appeared to have a conflict of interest from receiving the proceeds of potentially avoidable fraudulent transfers. The U.S. Trustee noted that NW&A did not produce the December 20, 2012, engagement letter with the Wolf Individuals until July 24, 2013, and only after the court compelled it to do so. The Court does not find that disqualification of the Debtor's choice of counsel is the appropriate sanction for delay in turning over the requested document. In particular, the Court noted that NW&A initially asserted an attorney/client privilege -- notably a privilege of Wolf Individuals who were not at the time bankruptcy debtors -- and after the court entered an order on July 15, 2013, requiring disclosure of certain categories of documents, NW&A quickly produced the engagement letter. Noting that the December engagement letter does not expressly reference any of the Chardon Corporate Debtors, the court finds at the very least that the Debtor held a good faith initial belief that its filing was not required. The bankruptcy case is In re Chardon, LLC, et al., Chapter 11, Debtors, Bankruptcy No. 13-B-81372 (Jointly Administered)(Bankr. N.D. Ill.). A full-text copy of the memorandum opinion dated September 2, 2015, is available at http://is.gd/br3To0from Leagle.com. The Debtor is represented by: Dean C. Gramlich, Esq. Neal L. Wolf, Esq. MUCH SHELIST, P.C. 191 North Wacker Drive, Suite 1800 Chicago, IL 60606.1615 Phone: 312.521.2000 Fax: 312.521.2100 Email: nwolf@muchshelist.com Patrick S Layng, U.S. Trustee, represented by Thomas P Walz, US Trustee. CLINTON COUNTY: Application to Employ FBT as Special Atty. Denied ----------------------------------------------------------------- Judge Joan A. Lloyd of the United States Bankruptcy Court for the Western District of Kentucky denied Clinton County Hospital, Inc.'s application to employ Frost Brown Todd, LLC, as special counsel. On or around September 15, 2003, October 14, 2003 and August 22, 2012, the Debtor engaged FBT to provide legal services pursuant to multiple Multi-representation Agreements and a Contingency Fee Agreement of similarly selected Kentucky based hospitals insured through Reciprocal of America. Through the application, the Debtor sought Court approval to continue FBT's employment as special counsel after the Petition Date. The Court found that the Debtor's Application to employ FBT meets most of the factors set forth in In re Twinton Properties. However, the U.S. Trustee objects to the Application and the Court found that the Debtor has failed to satisfactorily explain to the Court its failure to seek pre-employment approval. The Court explains that it retroactively approves nunc pro tunc applications when those applications are filed within a reasonable amount of time following the filing of the Petition. Here, the reason for the delay set forth in the Application is that due to the "organizational size" of the Debtor and FBT, it would have been burdensome to cease all representation until the Application was approved by the Court. This is not a sufficient reason, Judge Lloyd held. The Debtor's failure to satisfactorily explain its failure to file the Application for nearly eight months after the filing of the Petition does not meet the criteria of In re Twinton Properties, Judge Lloyd ruled. The bankruptcy case is IN RE: CLINTON COUNTY HOSPITAL, INC. f/d/b/a CLINTON COUNTY WAR MEMORIAL HOSPITAL, Debtor, Case No. 14-34137(1)(11)(Bankr. W.D. Ky.). A full-text copy of Judge Lloyd's memorandum-opinion dated September 3, 2015, is available at http://is.gd/YI9g9Gfrom Leagle.com. Debtor is represented by: David M. Cantor, Esq. Charity Bird Neukomm, Esq. SEILLER WATERMAN LLC 462 S. Fourth Street, 22nd Floor Louisville, KY 40202 Phone: 502-584-7400 Fax: 502-583-2100 Email: cantor@derbycitylaw.com neukomm@derbycitylaw.com -- and -- Matthew Klein, Esq. DREESSMAN BENZINGER LAVELLE PSC 321 W. Main Street, #2100 Louisville, KY 40202 Phone: (502) 572-2500 Email: mklein@dbllaw.com -- and -- Anna White, Esq. ANNA WHITES LAW OFFICE 327 Logan St. Frankfort, KY 40601 P.O. Box 4023 Phone: (502) 352-2373 Fax: (502) 352-6860 Email: annawhites@aol.com Charles R. Merrill, US Trustee is represented by Scott J. Goldberg and John R. Stonitsch of the Office of the US Trustee. Clinton County Hospital, Inc., fdba Clinton County War Memorial Hospital, sought protection under Chapter 11 of the Bankruptcy Code on Oct. 15, 2014 (Bankr. W.D. Ky., Case No. 14-11079). The case is assigned to Judge Joan A. Lloyd. The Debtor's counsel is David M. Cantor, Esq., at Seiller Waterman LLC, in Louisville, Kentucky. COCRYSTAL PHARMA: Appoints Jeffrey Meckler Permanent CEO -------------------------------------------------------- Cocrystal Pharma, Inc. and Jeffrey Meckler, the Company's interim chief executive officer, entered into an employment agreement, subject to ratification by the Company's board of directors, pursuant to which Mr. Meckler will be appointed the Company's chief executive officer on a non-interim basis effective Oct. 1, 2015. Pursuant to the agreement, Mr. Meckler will receive an annual salary of $340,000 and be eligible for an annual bonus equal to up to 50% of his base salary, subject to achievement of certain performance targets to be set by the Company's Compensation Committee. In addition, Mr. Meckler will receive a grant of 16,000,000 ten-year stock options, vesting in five equal annual increments with the first vesting date being one year from grant date, subject to continued employment on each applicable vesting date and accelerated vesting under certain conditions. Mr. Meckler's employment is on an at-will basis. In addition, on Sept. 18, 2015, the Company and Dr. Douglas Mayers entered into an employment agreement, subject to ratification by the Company's board of directors, pursuant to which Dr. Mayers will be appointed the Company's chief medical officer effective Sept. 30, 2015. Pursuant to the agreement, Dr. Mayers will receive an annual salary of $280,000 and be eligible for an annual bonus equal to up to 35% of his base salary, subject to achievement of certain performance targets to be set by the Company's Compensation Committee. In addition, Dr. Mayers will receive a grant of 2,400,000 ten-year stock options, vesting in four equal annual increments with the first vesting date being one year from grant date, subject to continued employment on each applicable vesting date and accelerated vesting under certain conditions. Dr. Mayer's employment is on an at-will basis. From 2014 through 2015, Dr. Mayers was employed by the United States Army Medical Research Institute of Infectious Diseases. From 2007 through 2014, Dr. Mayers served as the chief medical officer and executive vice president at Idenix Pharmaceuticals, where he led the Infectious Disease programs. Prior to Idenix, from 2001 through 2007, Dr. Mayers served as the International Head/Vice President of the Virology Therapeutic Area at Boehringer Ingelheim. Dr. Mayers is 62 years old. About Cocrystal Pharma Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals, Inc., is a pharmaceutical company with a mission to discover novel antiviral therapeutics as treatments for serious and/or chronic viral diseases. Cocrystal Pharma employs unique technologies and Nobel Prize winning expertise to create first- and best-in-class antiviral drugs. These technologies and the Company's market- focused approach to drug discovery are designed to efficiently deliver small molecule therapeutics that are safe, effective and convenient to administer. The Company's primary business going forward is to develop novel medicines for use in the treatment of human viral diseases. Cocrystal has been developing novel technologies and approaches to create first-in-class and best-in-class antiviral drug candidates since its initial funding in 2008. Subsequent funding was provided to Cocrystal Discovery, Inc., by Teva Pharmaceuticals Industries, Ltd., or Teva, in 2011. The Company's focus is to pursue the development and commercialization of broad-spectrum antiviral drug candidates that will transform the treatment and prophylaxis of viral diseases in humans. By concentrating the Company's research and development efforts on viral replication inhibitors, the Company plans to leverage its infrastructure and expertise in these areas. Cocrystal Pharma reported a net loss of $99,000 in 2014 following a net loss of $3.8 million in 2013. As of June 30, 2015, the Company had $269.12 million in total assets, $72.6 million in total liabilities and $196.52 million in total stockholders' equity. COL-G FITNESS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Col-G Fitness, Inc. 100 Marcus Drive, Unit 2 Melville, NY 11747 Case No.: 15-74067 Chapter 11 Petition Date: September 24, 2015 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Louis A. Scarcella Debtor's Counsel: Andrew M Thaler, Esq. THALER LAW FIRM PLLC 675 Old Country Road Westbury, NY 11590 Tel: (516) 279-6700 Fax: (516) 279-6722 Email: athaler@athalerlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by John Greeley, owner. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 100 Marcus Associates Rent $123,952 Art Stone Theatrical Prior landlord- $10,500 rent Cap Barbell, Inc. Equipment Purchase $11,139 CD Wellness, Inc. & James King Equipment Purchase $8,500 Greenleaf Logistics LLC Freight $14,075 Internal Revenue Service Federal Tax $347,034 1180 Veterans Memorial Highway Attn: Erik Steinbach Hauppauge, NY 11788-4457 InXpress Freight $20,560 Janet Greeley Loan $146,425 John Joyce Equipment Purchase $32,000 KAC Fitness Equipment Inc Loan $43,083 Meabed Firm Equipment Refund $14,000 Mid-City Gym Equipment Purchase $9,500 NYS Dept of Taxation & Finance Withholdings $53,954 NYS Unemployment Ins. Unemployment $33,765 Insurance Penske Truck Leasing Co., L.P Lease $97,032 PSEG Long Island Utility $13,209 TD Bank Overdraft $8,134 Worldwide Express Freight $6,670 XPO Global Logistics Freight $12,936 XPO Logistics, Inc. Freight $22,703 CORINTHIAN COLLEGES: Amended Liquidation Plan Declared Effective ---------------------------------------------------------------- BankruptcyData reported that Corinthian Colleges' Third Amended and Modified Combined Disclosure Statement and Chapter 11 Plan of Liquidation became effective, and the Company emerged from Chapter 11 protection. The Court confirmed the Plan on August 28, 2015. "The Combined Plan and Disclosure Statement contemplates the creation of two separate trusts: (i) the Distribution Trust, which, pursuant to the terms of this Combined Plan and Disclosure Statement and the Distribution Trust Agreement, will be for the benefit of all Holders of Allowed Claims other than Student Claims and Government Education Claims; and (ii) the Student Trust, which, pursuant to the terms of the Combined Plan and Disclosure Statement and the Student Trust Agreement, will be for the benefit of Allowed Student Claims and Allowed Government Education Claims. Significantly, the Combined Plan and Disclosure Statement 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 (other than $150,000 which shall be used to pay, in part, the Non-Subordinated WARN 507(a)(4) Claim as set forth in Section VIII.A.3.c of the Combined Plan and Disclosure Statement) to the Student Trust, which, subject to the terms of the Student Trust Agreement, may result in the implementation of one or more Student Claims Benefit Programs. The Student Claims Benefit Programs have the potential to assist all Students harmed by the sudden shut down of the Debtors' schools." The post-secondary education provider filed for Chapter 11 protection on May 4, 2015, listing $1 billion in prepetition assets. AS reported by the Troubled Company Reporter on Sept. 1, 2015, 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. CROSSFOOT ENERGY: Can Hire John Boylan as CRO --------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas granted the motion filed by Crossfoot Energy LLC and its debtor-affiliates to employ John P. Boylan as their chief restructuring officer as of June 16, 2015. Mr. Boylan will: a) open and close bank accounts for the Debtors; b) transfer funds of the Debtors; c) cause the Debtors to modify, amend, terminate and enforce any of their any contractual rights; d) cause the Debtors to enter into any agreement or contract that is reasonably necessary to the completion of the contemplated sale of their assets under Section 363 of the Bankruptcy Code; e) cause the Debtors to comply with all guidelines of the office of the United States Trustee; f) cause the Debtors to pursue, settle or comprise any litigation, controversy or other dispute involving the Debtors; g) make employment related decisions following consultation with the Debtors' counsel; h) cause the Debtors to exercise the Debtors' rights under the Debtors' agreements and other agreements in favor of the Debtors; i) cause the Debtors to repair and bring bank on-line certain assets of the Debtors in consultation with prosperity, the Debtors' senior secured lender; j) complete a 363 sale of the Debtors' assets; and k) cause the Debtors to prepare one or more plans of reorganization, or take any and all action in the Debtors' bankruptcy cases. The Debtors said they will pay a monthly fee of $10,000 to Mr. Boylan for his services as CRO. The Debtors assured the Court that Mr. Boylan is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Boylan can be reached at: John P. Boylan, CPA President EJC GP LLC 801 Travis, Suite 1425 Houston, TX 77002 Tel: (713) 222-6479 Cel: (713) 816-0440 Email: jboylan@ejc-ventures.com About Crossfoot Energy Based in Fort Worth, Texas, with a field office in Midland, Texas, CrossFoot Energy, LLC, and its affiliates operate an oil and gas company focused on the acquisition and improvement of lower-risk, long live proven reserves. CrossFoot's primary production occurs out of the Siluro-Devonian formation with significant additional shallower reserves behind-pipe in the Spraberry, Wolfcamp, Strawn, Penn Lime and Mississippian formations. CrossFoot Energy, LLC, and its affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 14-44668) in Ft. Worth, Texas on Nov. 20, 2014. The case is assigned to Judge Russell F. Nelms. Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Ft. Worth, Texas, serves as counsel to the Debtors. As of the Petition Date, secured creditor Prosperity Bank is owed $12.1 million. CROWN CASTLE: S&P Puts 'BB+' CCR on CreditWatch Positive -------------------------------------------------------- Standard & Poor's Ratings Services said it placed its 'BB+' corporate credit rating on Houston-based Crown Castle International Corp. on CreditWatch with positive implications. In addition, S&P placed its 'BBB' issue rating on subsidiary Crown Castle Operating Co.'s and CC Holdings GS V's senior secured debt on CreditWatch with negative implications. The '1' recovery rating indicates S&P's expectation for very high (90%-100%) recovery in the event of payment default. S&P is also affirmed its 'BB+' issue rating on CCI's senior unsecured debt. The '4' recovery rating indicates S&P's expectation for average (30%-50%, at the lower end) recovery in the event of payment default. "The positive CreditWatch listing follows our sector review of the U.S. wireless tower operators," said Standard & Poor's credit analyst Scott Tan. As a result of the review, S&P raised the adjusted leverage threshold for a 'BBB-' rated company in the sector to 6.5x from 6.0x based on S&P's current view of the business, its expectation for continued strong wireless demand, and limited material downside risk from network densification and small cell investments. The U.S. tower industry is characterized by a very high predictability of cash flows and low volatility because of long-term contracts and high renewal rates from large telecommunications carrier customers. As a result, S&P's CreditWatch listing is based primarily on CCI's long-term financial policy, including shareholder returns and acquisitions. As of June 30, 2015, the company's adjusted leverage is in the mid-6x area, and S&P expects some modest improvement to the low-6x area as a result of EBITDA growth. "The placement of our issue rating on CCI's senior secured debt on CreditWatch negative is based on our issue-level rating criteria. CCI's secured debt is rated 'BBB', two notches above the 'BB+' corporate credit rating. If we decide to raise the corporate credit rating on CCI to 'BBB-', the senior secured debt rating would no longer benefit from any notching. Similarly, CCI's unsecured debt would also not benefit from any notching. CCI's unsecured debt is rated 'BB+', the same as the 'BB+' corporate credit rating. According to our issue-level rating criteria for investment-grade companies, we would lower a company's unsecured debt one notch from the corporate credit rating if a company's priority obligations, including secured debt, are greater than 20% of adjusted total assets. Since we estimate CCI's priority obligations to be greater than 20% of adjusted total assets, we would lower the company's unsecured debt by one notch from the corporate credit rating. This would result in a 'BB+' rating for the unsecured notes, the same rating as it is now. As a result, we are affirming our "BB+" issue rating on CCI's senior unsecured debt," S&P said. S&P aims to resolve the CreditWatch within the next three months. S&P could raise the corporate credit rating by one notch or affirm it, depending primarily on the company's long-term financial policy, including potential acquisitions or distributions to shareholders. A rating upgrade would be dependent on the company's commitment to reduce leverage to below 6.5x on a sustained basis. CTI BIOPHARMA: Has $15.7 Million Registered Direct Offering ----------------------------------------------------------- CTI BioPharma Corp. announced that it has entered into an agreement with institutional investors to purchase 10 million shares of the Company's common stock in a registered direct offering conducted without an underwriter or placement agent for gross proceeds to the Company of approximately $15.7 million at a purchase price per share of $1.57, equal to the consolidated closing bid price on The NASDAQ Global MarketSM on Sept. 23, 2015. The net proceeds from the Offering, after deducting estimated offering expenses, will be approximately $15.1 million. CTI BioPharma plans to use the net proceeds from the Offering to support the continued clinical development of its lead product candidate, pacritinib, as a potential new treatment for patients with myelofibrosis, and additional research into new indications outside of myelofibrosis, and for general corporate purposes. The Offering is expected to close on or about Sept. 29, 2015. The shares of common stock are being offered by CTI BioPharma pursuant to a shelf registration statement previously filed with the Securities and Exchange Commission, which the SEC declared effective on Dec. 8, 2014. A prospectus supplement related to the Offering will be filed with the SEC and will be available on the SEC's Web site located at http://www.sec.gov. Alternatively, CTI BioPharma will arrange to send you the prospectus supplement and the accompanying prospectus upon request to CTI BioPharma Investor Relations by calling (206) 272-4345 or writing invest@ctibiopharma.com. About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. CTI Biopharma reported a net loss attributable to common shareholders of $96 million in 2014, compared with a net loss attributable to common shareholders of $49.6 million in 2013. As of March 31, 2015, the Company had $63.1 million in total assets, $48.7 million in total liabilities, $240,000 in common stock purchase warrants, $14.1 million in total shareholders' equity. CTI BIOPHARMA: Shareholders Elect Six Directors at Annual Meeting ----------------------------------------------------------------- An annual meeting of shareholders of CTI BioPharma Corp. was held on Sept. 23, 2015, at which the shareholders: (a) elected Dr. James A. Bianco, Ms. Karen Ignagni, Mr. Richard L. Love, Dr. Mary O. Mundinger, Dr. Jack W. Singer and Dr. Frederick W. Telling as directors, each to serve a one- year term; (b) approved the the 2015 Equity Incentive Plan; (c) approved an amendment to the 2007 Employee Stock Purchase Plan to increase the maximum number of shares of the Company's common stock authorized for issuance under the 2007 ESPP by 1,949,167 shares; (d) ratified the selection of Marcum LLP as the Company's independent auditors for the year ending Dec. 31, 2015; and (e) approved the compensation paid to the Company's named executive officers. The Board of Directors previously approved, subject to approval by the Company's shareholders, the 2015 Equity Incentive Plan and the amendment to the Company's 2007 Employee Stock Purchase Plan. About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. CTI Biopharma reported a net loss attributable to common shareholders of $96 million in 2014, compared with a net loss attributable to common shareholders of $49.6 million in 2013. As of March 31, 2015, the Company had $63.1 million in total assets, $48.7 million in total liabilities, $240,000 in common stock purchase warrants, $14.1 million in total shareholders' equity. DALLAS PROTON: Kelcy Warren Wants Chapter 11 Trustee Named ---------------------------------------------------------- Bill Hethcock at Dallas Business Journal reports that the Hon. Stacey Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas will hold on Oct. 20, 2015, a hearing to consider the motion of Kelcy Warren, the oil pipeline billionaire who is backing the Proton Treatment Center project, to put a Chapter 11 trustee in place at the unbuilt cancer facility in Dallas. Business Journal states that the Company filed for bankruptcy protection after it faced collections attempts from Mr. Warren and others. Business Journal relates that the Company says it expects to have funds to pay unsecured creditors. According to court documents, Mr. Warren claims that the project's developer, Advanced Particle Therapy LLC, improperly spent a $20 million loan from him for the proton Dallas center on other centers -- Baltimore and Atlanta -- and on management fees. Mr. Warren's lawyers says in court documents that Advanced Particle "used the project as a 'piggy bank' to pay for other centers in Baltimore and Atlanta," which left no money to finish the Dallas building. Sean Lester at The Dallas Morning News recalls that a vacant tract at the Dallas Market Center was purchased in September 2012 to be developed into a major medical facility to treat cancer. The report says that Dallas Market Center Land L.P. is seeking city approval to develop the 4.6-acre tract on the east side of Stemmons Freeway, south of Medical District Drive, for the Dallas Proton Treatment Center. The report adds that UT Southwestern Medical Center will operate the $225 million, 100,000-square-foot advanced medical facility. Dallas Proton Treatment Center, LLC and Dallas Proton Treatment Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 15-33783 and 15-33784, respectively) on Sept. 17, 2015. The petitions were signed by James Thomson as chief technology officer/manager. The Debtors estimated assets in the range of $50 million to $100 million and liabilities of more than $50 million. Gardere Wynne Sewell LLP represents the Debtors as counsel. DETROIT, MI: Ex-Treasurer Gets 11-yr Prison for Pension Kickbacks ----------------------------------------------------------------- Daniel Langhorne at Bankruptcy Law360 reported that a Michigan federal jury on Sept. 21, 2015, sentenced Detroit's ex-treasurer to 11 years in prison after it found him guilty of conspiring to defraud retirees through a far-reaching bribery and kickback scheme that allegedly cost the city's retirement systems more than $97 million, the U.S. Department of Justice said. The sentencing of former Treasurer Jeffrey Beasley, 45, marks the end of authorities' efforts to hold him accountable for a scheme that proceeded Detroit's declaration of bankruptcy in July 2013. DIGICERT INC: Merger Co. Gets Moody's B3 Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service assigned to Unipeg Merger Corp., which will be merged into DigiCert, Inc. (DigiCert), a first-time B3 Corporate Family Rating (CFR) and a B3-PD probability of default rating. Moody's also assigned a B1 rating to DigiCert's proposed first lien credit facilities comprising a $15 million revolving credit facility and a $220 million term loan facility. The proceeds from the 1st lien credit facilities and $110 million of second lien term loans (not rated) will be used to finance the acquisition of a majority interest in DigiCert's direct parent, DigiCert Holdings, Inc., by funds affiliated with Thoma Bravo LLC. TA Associates and management will retain a minority interest in the company after the acquisition. The ratings have a stable outlook. RATINGS RATIONALE The B3 CFR reflects DigiCert's small operating scale resulting from its niche focus in the Secure Socket Layer (SSL) encryption certificates market. The company operates in a fragmented market which is dominated by Symantec and there is limited differentiation in the product offerings among providers due to the standardization of the certificates. The rating also reflects DigiCert's high initial leverage of over 7x (total debt to cash flow from operations plus interest expense, pro forma for the acquisition), especially in the context of its high business risks. However, the company operates in a growing market and Moody's expects DigiCert's revenues to grow in the high single digit percentages. The rating is supported by DigiCert's strong EBITDA margins (on a cash revenue basis) and Moody's expectation for free cash flow of approximately 7% to 8% of total debt over the next 12 to 18 months. DigiCert's account renewal rates are in excess of 90% which provide predictability of cash flow over the intermediate term. Despite DigiCert's strong growth prospects, the rating incorporates the risk of increases in debt to finance shareholder distributions or acquisitions. Moody's expects DigiCert to maintain adequate liquidity. The stable ratings outlook reflects Moody's expectations that DigiCert's revenues will grow in the high single digit rates and leverage (total adjusted debt to cash flow from operations plus interest expense) will decline to about mid 6x by mid-2017 from EBITDA growth and mandatory debt repayments. Moody's could upgrade DigiCert's ratings if the company generates strong operating cash flow growth and if Moody's believes that it could sustain leverage below 6.5x and free cash flow in excess of 10% of total debt. Assignments: Issuer: Unipeg Merger Corp. Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Senior Secured Bank Credit Facility, Assigned B1 (LGD3) Outlook Actions: Issuer: Unipeg Merger Corp. Outlook, Assigned Stable DigiCert Holdings, Inc. is a Secure Sockets Layer Certificate Authority and a leading provider of digital certificate lifecycle management solutions. DIGICERT INC: S&P Assigns 'B-' CCR; Outlook Stable -------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B-' corporate credit rating to Lehi, Utah-based DigiCert Inc. The outlook is stable. At the same time, S&P assigned its 'B-' issue-level rating and '3' recovery rating to the company's $15 million revolving credit facility due 2020 and its $220 million first-lien term loan due 2022. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; at the higher end of the range) recovery in the event of payment default. S&P also assigned its 'CCC' issue-level rating and '6' recovery rating to the company's proposed $110 million second-lien term loan due 2023. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. "The rating on DigiCert reflects its small scale in a competitive industry environment and its limited operating history offset by good profitability and strong growth," said Standard & Poor's credit analyst Minesh Shilotri. While S&P considers adjusted leverage to be very high, it is partially mitigated by good free cash flow due to its revenue model, in which customers enter long-term contracts, which generates cash up front. The stable outlook reflects DigiCert's strong revenue and EBITDA growth despite its small scale. S&P expects DigiCert to continue to generate positive free cash flow over the next 12 months. S&P could lower the rating if business disruption or margin deterioration due to competitive pressures results in free cash flow turning negative or total liquidity falling below $15 million. S&P could raise the rating if the company continues to generate strong revenue growth, stable margins, and improving free cash flow, such that free cash flow to debt is sustained above 10%. DUNE ENERGY: First Lien Agent, Committee Have 3rd Seat Nominees --------------------------------------------------------------- In accordance with Article XI.E of the Disclosure Statement Under 11 U.S.C. Sec. 1125 in Support of the Chapter 11 Plan of the Debtors, Bank of Montreal, in its capacity as First Lien Agent, designated the following as its designee for the Oversight Committee: Zoltan Szoldatits Managing Director BMO Financial Group 1 First Canadian Place 100 King Street West, 24th Floor Toronto ON M5X 1A1 Canada In addition, the First Lien Agent designated its nominee for the third member of the Oversight Committee as follows: Albert S. Conly Senior Managing Director FTI Consulting, Inc. 2001 Ross Avenue, Suite 400 Dallas, TX, 75201 United States The Official Committee of Unsecured Creditors proposed Dan Lain, of Lain & Faulkner as its candidate for Plan Trustee. Mr. Lain has served as a plan trustee in more than 40 cases and has substantial experience in oil and gas bankruptcies. Mr. Lain has no known affiliations with any creditor or Debtor in these bankruptcy cases. The Committee selected Paul McKim of Crescent Energy Services, chair of the Committee, for the Committee's seat on the Oversight Board. Crescent Energy Services is a trade creditor of the Debtors. Mr. McKim has no known affiliations with any creditor or Debtor in these bankruptcy cases. The Committee proposed Bobby Jones, a member of the credit team of T.A. McKay & Co., Inc. as its Third Seat Candidate. Affiliates of T.A. McKay & Co., Inc., Simplon Partners, L.P. and Simplon International Limited, hold a substantial portion of the Second Lien Notes. Mr. Jones has no other known affiliations with any creditor or Debtor in these bankruptcy cases. The Plan provides for creation of a post-confirmation Plan Trust run by a Plan Trustee with oversight by a three member the Oversight Board, to pursue causes of action belonging to the Debtors and perform other requirements under the Plan. Section 6.2 of the Plan requires the Committee and First Lien Lenders to attempt to reach agreement on a Plan Trustee candidate. If they cannot reach an agreement, then both sides propose a candidate, and the Court selects the Plan Trustee at the Confirmation Hearing. Section 6.2 of the Plan also permits the Committee and First Lien Lenders to select one person each for Oversight Committee. For the third seat, the Committee and First Lien Lenders are required to attempt to reach an agreement on a candidate. If they cannot reach an agreement, then each is to propose candidates, and the Court will select the Third Seat Candidate. The Committee and the First Lien Lenders have not been able to agree on either the Plan Trustee or candidate for the Third Seat. The First Lien Agent is represented by Charles S. Kelley, Esq., at Mayer Brown LLP. About Dune Energy Dune Energy, Inc. (OTCMKTS: DUNR) is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. Affiliates Dune Energy, Inc. (Bankr. W.D. Tex. Case No. 15-10336), Dune Operating Company (Bankr. W.D. Tex. Case No. 15-10337), and Dune Properties, Inc. (Bankr. W.D. Tex. Case No. 15-10338) filed separate Chapter 11 bankruptcy petitions on March 8, 2015. The petitions were signed by James A. Watt, president and chief executive officer. Judge Christopher H. Mott presides over the cases. The Debtors listed $229 million in total assets and $144 million in total debts as of Sept. 30, 2014. In their schedules, Dune Energy Inc., et al., disclosed $263,337,172 in assets and $107,981,306 in liabilities. Charles A. Beckham, Jr., Esq., Kourtney P. Lyda, Esq., and Kelli M. Stephenson, Esq., at Haynes And Boone, LLP, serve as the Debtors' bankruptcy counsel. Deloitte Transactions And Business Analytics LLP is the Debtors' restructuring advisors. Parkman Whaling LLC is the Debtors' sale professionals. The U.S. trustee overseeing the Chapter 11 case of Dune Energy appointed three creditors to serve on the official committee of unsecured creditors. The Committee is represented by Hugh M. Ray, Esq., at McKool Smith, P.C. * * * After holding hearings on Sept. 17 and 18, U.S. Bankruptcy Judge Christopher Mott entered an order confirming the Chapter 11 Plan of Dune Energy, Inc., and its debtor-affiliates. DUNE ENERGY: Plan Confirmation Objections Resolved, Overruled ------------------------------------------------------------- Ahead of the Sept. 17 hearing to confirm the Chapter 11 plan for Dune Energy, Inc., and its debtor-affiliates, formal objections were filed by White Marlin Oil and Gas Company, LLC and Trimont Energy, LLC, Louisiana Department of Revenue, CF&S Tank & Equipment Co., Galveston County and Harris County, Exterran Energy Solutions, L.P., Brazoria County Tax Office and other Texas taxing entities; the Official Committee Of Unsecured Creditors; IndemCo, L.P. and U.S. Specialty Insurance Company; Enervest Energy, L.P.; Chevron USA, Inc.; T. Baker Smith LLC and Traco Production Services, Inc. Additionally, the Debtors received informal comments to the Plan from the U.S. Trustee, the United States Department of Justice on behalf of the Coast Guard and the U.S. Environmental Protection Agency, the Securities and Exchange Commission, and U.S. Bank National Association, as Second Lien Trustee on behalf of the Second Lien Noteholders (collectively, the "Informal Comments"). Informal Comments Resolved The Debtors negotiated resolutions of the Informal Comments with each of the creditor constituents and certain of the objections, which resolutions were implemented through agreed language in the Confirmation Order, the Plan, and/or the Plan Documents. The U.S. Trustee requested to the addition of language to ensure that the Plan Trustee files quarterly reports following confirmation of the Plan. The DOJ sought the addition of language to clarify that the Plan does not discharge or release any environmental liabilities of the Debtors that are not Claims or any environmental liabilities of subsequent owners or operators of the O&G Assets after the Effective Date of the Plan. The SEC requested the addition of language to clarify that the release and injunction provisions did not release or enjoin actions based on willful misconduct, gross negligence, intentional fraud, or criminal conduct. The Second Lien Trustee requested the addition of, among other things, a new Section 6.12 of the Plan to address the logistics by which Distributions will be made to the Second Lien Trustee. Objections Resolved -- Purchasers In particular, two objections to confirmation of the Plan, one filed by White Marlin Oil and Gas Company, LLC and Trimont Energy (NOW), LLC (collectively, the "Purchasers") at Docket No. 494 (the "Purchasers Objection") and one filed by CF&S Tank and Equipment Co. ("CF&S") at Docket No. 497 (the "CF&S Objection"), concerned the relationship of the Plan to the provisions of the Sale Orders. The Purchaser and CF&S objected to confirmation of the Plan to the extent the Plan is inconsistent with the Sale Orders, the White Marlin PSA, or the Trimont PSA. The Debtors have agreed to add the following language in paragraph 31 of the Confirmation Order to address the Purchasers Objection: Nothing in the Plan will impair or affect the rights of Trimont under the Trimont Sale Order and/or the Trimont PSA or White Marlin under the White Marlin Sale Order and/or White Marlin PSA To address the CF&S Objection, the Debtors added the following language to paragraph 31 of the Confirmation Order: Nothing in this Plan or Confirmation Order determines the nature and security of CF&S Tank and Equipment Co. in the proceeds of the Sale, if any. -- LDR The Louisiana Department of Revenue raised several objections to confirmation of the Plan. Counsel for the Debtors discussed the objections with counsel for the LDR to clarify the terms of the Plan. Following these discussions, the Debtors addressed LDR's remaining objections through certain modifications to the Plan and the addition of language to the Confirmation Order. Among other things, the LDR objected that Article 3 of the Plan did not include the concept that governmental units are not required to file a request for payment of an expense described in subparagraph (B) or (C) of section 503(b)(1), as provided in section 503(b)(1)(D) of the Bankruptcy Code. The Debtors added language in paragraph 36 of the Confirmation Order to address this objection. -- Exterran Exterran Energy Solutions, L.P., objected to provisions in the Plan that provided for distribution of the net proceeds of liquidation of the Remaining Assets to the First Lien Agent on account of the Allowed First Lien Lender Secured Claim to the extent such provisions purported to prime Exterran's allegedly senior liens against the Debtors' assets in the Live Oak and Columbus fields. To address this objection, the Debtors and the First Lien Agent agreed to the addition of language in paragraph 35 of the Confirmation Order to clarify that in the event there is a sale of the Debtors' interest in the Live Oak or Columbus fields and it is determined that Exterran has a valid and properly perfected lien senior to the First Lien Lender Secured Claim in such property(ies), the cash proceeds received from such sale(s) shall be applied first to satisfy the Allowed amount of Exterran's Secured Claim relating to such property(ies) prior to being distributed to the First Lien Agent on account of the Allowed First Lien Lender Secured Claim. Exterran also objected to the Plan to the extent it did not provide for payment of post-petition amounts owed to Exterran. The Debtors confirmed that all post-petition amounts owed to Exterran have been paid. Accordingly, the Exterran Objection has been resolved. -- Taxing Authorities Galveston County and Harris County filed an Objection to confirmation of the Plan on the grounds that the Plan fails to provide a date by which their Secured Tax Claims will be paid and fails to provide for accrual of post-confirmation interest. In addition, Brazoria County Tax Office, Channelview Independent School District, Crosby Independent School District, Galena Park Independent School District, Karnes County, Runge Independent School District, San Antonio River Authority, Evergreen Underground Water Conservation District, Karnes County Hospital District, Colorado County, Columbus Independent School District and Colorado County Ground Water Conservation District (collectively, the "Texas Taxing Authorities") filed an Objection on the same grounds. To address these objections, the Debtors added language to paragraph 50 of the Confirmation Order to provide for payment of Allowed Secured Tax Claims, including any interest to which the holder of such Allowed Secured Tax Claims may be entitled under Section 506(b) of the Bankruptcy Code, on the later of (a) the Effective Date or (b) 10 days after the Allowance Date of such Allowed Secured Tax Claim. Unresolved Objections Objections filed by U.S. Specialty Insurance Company and Indemco, L.P. (collectively, the "Bonding Companies"), Chevron U.S.A., Inc., EnerVest Energy, L.P., and the Committee remain unresolved as of Sept. 15. The Debtors submitted that these Objections should be overruled. A. The Bonding Companies Objection The Bonding Companies have objected to confirmation of the Plan on four grounds: (a) the proposed treatment of the Remaining Bonds and their accompanying obligations is inadequate and appears to violate state and federal non-bankruptcy law; (b) the Plan's treatment of the Letter of Credit and the Bonding Companies' attendant rights is vague and unclear; (c) the procedure proposed by the Plan for abandoning the Remaining Properties appears to violate applicable non-bankruptcy law; and (d) the Plan does not adequately describe the proposed treatment for the Remaining Bonds, the O&G Assets, and the Debtors' post-confirmation obligations associated with the Remaining Bonds and the O&G Assets. The Debtors responded that they do not intend, and the Plan does not purport, to cancel the Remaining Bonds. The Remaining Bonds are intended to be used to satisfy P&A obligations in the event the Debtors are unable to perform such obligations. In the event the Debtors are unable to perform their P&A obligations, the Louisiana Conservation Office may look to the Bonding Companies to satisfy such obligations. The Bonding Companies may either pay the Louisiana Conservation Office for the estimated cost of fulfilling the P&A obligations up to the penal amount of the Louisiana Bond, or the Bonding Companies may commence operations to plug and abandon the wells and restore the surface of the sites. The Debtors aver that until the Bonding Companies incur costs under the Remaining Bonds, the Bonding Companies' Claims are contingent and should be disallowed under Section 502(e)(1) of the Bankruptcy Code because such Claims are inherently Claims for contribution or reimbursement of an entity that is liable with the Debtors. The Plan does not purport to alter or cancel the Letter of Credit, and the Bonding Companies could look to the Letter of Credit to satisfy its Claims, if any, under the Indemnity Agreements. Any Claims against the Debtors' Estates in excess of the Letter of Credit would be treated in accordance with the Plan. Accordingly, the Bonding Companies' objections regarding the disposition of the Remaining Bonds and the Letter of Credit should be overruled, the Debtors told the Court. B. The Chevron and Enervest Objections Enervest objected to confirmation of the Plan on the grounds that the Plan does not provide for payment in full of Enervest's alleged Administrative Claim against the Debtors' Estates for P&A liabilities associated with the Broussard North field. Chevron objected on the same basis with respect to payment of its alleged Administrative Claim for P&A liabilities associated with the Live Oak field and, to the extent not incurred by Enervest, the P&A liabilities associated with the Broussard North field. The Debtors point out that Chevron and Enervest only have contingent Claims for reimbursement or contribution arising under prepetition contracts. They note that Section 502(e)(1) of the Bankruptcy Code provides that "the court shall disallow any claim for reimbursement or contribution of an entity that is liable with the debtor on or has secured the claim of a creditor, to the extent that -- . . . (B) such claim for reimbursement or contribution is contingent as of the time of allowance or disallowance of such claim for reimbursement or contribution." 11 U.S.C. § 502(e)(1)(B). C. The Committee Objection Although the Debtors and the Committee exchanged numerous drafts of the Plan and the Debtors were under the impression that the Committee agreed to the terms of the Plan when it was filed, the Committee filed a Limited Objection to confirmation of the Plan. In the Committee Objection, the Committee raises four objections to confirmation: (a) the Plan unfairly requires payment of Deferred Amounts from Class 4 Avoidance Action Recoveries, which disproportionately impacts holders of Allowed Second Lien Loan Claims; (b) the Plan provides insufficient funds to cover Plan Trust Operating Expenses; (c) the Plan requires deferral of payment of certain of the Committee's professional fees; and (d) the Plan Trustee should be permitted to select his own counsel. With respect to the first objection, the Debtors and the Second Lien Trustee reached agreement regarding the addition of language to section 8.4.1 of the Plan Trust Agreement to clarify that Class 4 Avoidance Action Recoveries and Class 4 Net Recoveries shall be charged their proportionate share of Deferred Amounts. Accordingly, this portion of the Committee Objection has been resolved. With respect to the remaining objections raised by the Committee, the Debtors submit that such objections must be resolved by agreement between the Committee and the First Lien Agent. The Debtors cannot obtain additional funding for the Plan Trust Operating Reserve or the Committee's professional fees that exceeded the DIP Budget and the Post-Closing Budget absent agreement from the First Lien Agent and the First Lien Lenders to use of their Cash Collateral to fund such amounts. The Committee and the First Lien Agent need to reach agreement regarding the funding of additional amounts for the Plan Trust and the Committee's over-budget professional fees. With respect to the Plan Trustee's selection of counsel, the First Lien Agent has requested modifications of the Plan Trust Agreement to provide that the Oversight Committee must be consulted about, and in some cases must approve, certain actions by the Plan Trustee. Such modifications permit the Oversight Committee to monitor the Plan Trustee's actions and ensure that the Plan Trust is managed in the best interests of its beneficiaries. The Committee and the First Lien Agent have each designated a member of the Oversight Committee and will have a role in monitoring the Plan Trustee. With respect to the Plan Trustee's selection of counsel, approval by the Oversight Committee will ensure that any contingency fee arrangement agreed between the Plan Trustee and the Plan Trust's counsel will not be excessive as determined by the beneficiaries of the Plan Trust. Because the Committee and the First Lien Agent will each have a role in the Oversight Committee, the First Lien Agent and the Committee need to reach agreement regarding this aspect of the Plan Trust Agreement. * * * In his Sept. 18 order confirming the Plan, Judge H. Christopher Mott ruled, "To the extent any objection to Confirmation of the Plan has not been withdrawn, it is overruled". Based on the parties' representations on the record at the Combined Hearing, Judge H. Christopher Mott finds that the modifications to the Plan and in the Confirmation Order were not material and/or did not adversely affect the treatment of the Claim of any Creditor or Interestholder who has not accepted in writing the modifications, and therefore, the Plan as modified is deemed accepted by all Creditors and Interestholders who have previously accepted the Plan. About Dune Energy Dune Energy, Inc. (OTCMKTS: DUNR) is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. Affiliates Dune Energy, Inc. (Bankr. W.D. Tex. Case No. 15-10336), Dune Operating Company (Bankr. W.D. Tex. Case No. 15-10337), and Dune Properties, Inc. (Bankr. W.D. Tex. Case No. 15-10338) filed separate Chapter 11 bankruptcy petitions on March 8, 2015. The petitions were signed by James A. Watt, president and chief executive officer. Judge Christopher H. Mott presides over the case. Charles A. Beckham, Jr., Esq., Kourtney P. Lyda, Esq., and Kelli M. Stephenson, Esq., at Haynes And Boone, LLP, serve as the Debtors' bankruptcy counsel. Deloitte Transactions And Business Analytics LLP is the Debtors' restructuring advisors. Parkman Whaling LLC is the Debtors' sale professionals. The Debtors listed $229 million in total assets and $144 million in total debts as of Sept. 30, 2014. In their schedules, Dune Energy Inc., et al., disclosed $263,337,172 in assets and $107,981,306 in liabilities. The U.S. trustee overseeing the Chapter 11 case of Dune Energy appointed three creditors to serve on the official committee of unsecured creditors. The Committee is represented by Hugh M. Ray, Esq., at McKool Smith, P.C. DUNE ENERGY: Wins Confirmation of Ch. 11 Payout Plan ---------------------------------------------------- After holding hearings on Sept. 17 and 18, U.S. Bankruptcy Judge Christopher Mott entered an order confirming the Chapter 11 Plan of Dune Energy, Inc., and its debtor-affiliates. The judge also approved the explanatory disclosure statement. The Debtors already sold most of their assets during the bankruptcy case. In July 2015, the Debtors won approval from the Court of, and have closed, the sale of certain assets to Trimont Energy (NOW), LLC and White Marlin Oil and Gas Company LLC in consideration of net cash proceeds in excess of $19 million. As for assets not included in the July sales, including certain de minimis oil and gas properties, as well as the furniture and miscellaneous assets located at the Debtors' headquarters in Houston, Texas, the Debtors in August won approval to sell, lease or dispose of the remaining assets with an aggregate transaction price up to or equal to $100,000 pursuant to streamlined sale procedures that obviate the need for separate sale motions for such transactions. The Chapter 11 Plan The Plan implements the terms and conditions of a settlement and compromise among the Debtors, the first lien agent, the first lien lenders, and the Official Committee of Unsecured Creditors. Absent the compromise, it is highly unlikely that holders of general unsecured creditors would receive significant distribution, as first lien lenders and second lien noteholders hold claims totaling $112.3 million. Pursuant to the compromise, the first lien lenders have agreed to use of the cash collateral to fund the bankruptcy cases and the Plan. The parties agreed that $100,000 of the sale proceeds will be transferred to the Plan Trust to fund the Plan Trust Operating Reserve, and $35,000 in cash will be transferred to fund the initial distribution to unsecured creditors. The first lien lenders (Class 3.1) have an allowed secured claim of $40.2 million pursuant to the DIP financing orders, and will have an allowed adequate protection claim of $7.84 million, and a deficiency claim of $30 million. The secured claim will be paid from the sale proceeds. The adequate protection claim and the deficiency claim will be satisfied from the proceeds of the liquidation of proceeds of the liquidation of the remaining assets and proceeds of recoveries from avoidance actions. Holders of allowed second lien loan claims (Class 3.3) will be treated as general unsecured creditors. Holders of allowed general unsecured claims (Class 4) will split the $35,000 allocated for the initial distribution, and will have a pro rata share of avoidance action recoveries. Holders of subordinated claims (Class 5) and interest holders (Class 6) won't receive anything. Following a hearing on Aug. 17, the Court agreed to set a Sept. 17 combined hearing on the Plan and Disclosure Statement, and approved the solicitation procedures, which set a Sept. 10 deadline to vote to accept or reject the Plan. A copy of the Disclosure Statement dated Aug. 20, 2015, is available for free at: http://bankrupt.com/misc/Dune_Energy_DS.pdf Ballot Results Prime Clerk, LLC, the voting agent, certified that no holders of allowed secured tax claims (Class 2) submitted ballots, so the class is deemed to have voted to accept the Plan. As to holders of allowed first lien lender claims (Class 3.1) and allowed other secured claims (Class 3.2), 100% in number and amount of voting creditors voted to accept the Plan. As to holders of allowed second lien loan claims (Class 3.3), 82.35% in number and 88.93% in amount of voting creditors voted to accept the Plan. With respect to allowed general unsecured claims (Class 4), 95.92% in number and 95.76% in amount of voting creditors voted to accept the Plan. In a memorandum in support of confirmation of the Plan, the Debtors point out that all classes of claims who were entitled to vote on the Plan either voted to accept the Plan or are deemed to have accepted the Plan, and therefore, the requirements of section 1129(a)(8) of the Bankruptcy Code are satisfied. With respect to subordinated claims (Class 5) and equity interests (Class 6), which are deemed to have rejected the Plan, the Debtors aver that the Plan meets the cram-down requirements of Section 1129(b) of the Bankruptcy Code. Findings of Fact, Ruling "The Plan is CONFIRMED in its entirety under 11 U.S.C. § 1129, and all of the terms and conditions contained in the Plan are APPROVED. The Debtors are authorized to implement the Plan in accordance with its terms and conditions," Judge Mott ruled. Dan B. Lain is approved as the Plan Trustee under the Plan Trust. The Plan Trustee will receive, from the Plan Trust only, compensation in the amount of (i) 5% of the first $1.5 million of gross proceeds received from the liquidation of Plan Trust Assets and (ii) 7.5% of gross proceeds received from the liquidation of Plan Trust Assets in excess of $1.5 million. A copy of the Findings of Fact and Conclusions of Law Regarding Confirmation of the Plan is available for free at: http://bankrupt.com/misc/Dune_Energy_Plan_Findings.pdf A copy of the order confirming the Plan is available for free at: http://bankrupt.com/misc/Dune_E_Plan_Order.pdf About Dune Energy Dune Energy, Inc. (OTCMKTS: DUNR) is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. Affiliates Dune Energy, Inc. (Bankr. W.D. Tex. Case No. 15-10336), Dune Operating Company (Bankr. W.D. Tex. Case No. 15-10337), and Dune Properties, Inc. (Bankr. W.D. Tex. Case No. 15-10338) filed separate Chapter 11 bankruptcy petitions on March 8, 2015. The petitions were signed by James A. Watt, president and chief executive officer. Judge Christopher H. Mott presides over the case. Charles A. Beckham, Jr., Esq., Kourtney P. Lyda, Esq., and Kelli M. Stephenson, Esq., at Haynes And Boone, LLP, serve as the Debtors' bankruptcy counsel. Deloitte Transactions And Business Analytics LLP is the Debtors' restructuring advisors. Parkman Whaling LLC is the Debtors' sale professionals. The Debtors listed $229 million in total assets and $144 million in total debts as of Sept. 30, 2014. In their schedules, Dune Energy Inc., et al., disclosed $263,337,172 in assets and $107,981,306 in liabilities. The U.S. trustee overseeing the Chapter 11 case of Dune Energy appointed three creditors to serve on the official committee of unsecured creditors. The Committee is represented by Hugh M. Ray, Esq., at McKool Smith, P.C. EAGLE INC: Files List of 20 Largest Law Firms in Lieu of Creditors ------------------------------------------------------------------ Eagle Inc. seeks authority from the Bankruptcy Court to file a list of 20 law firms representing the largest numbers of asbestos plaintiffs asserting claims against it in lieu of listing the individual asbestos claimants with the largest unsecured claims in the top 20 list of unsecured claims. Pursuant to Bankruptcy Rule 1007(d), a chapter 11 debtor must file with the voluntary petition a list setting forth the names, addresses and claim amounts of the creditors, excluding insiders, that hold the 20 largest unsecured claims in the debtor's estate. The Debtor relates it has been named in nearly 20,000 personal injury lawsuits asserting it is liable for the claimants' injuries related to exposure to asbestos-containing products that were allegedly distributed, handled, installed, or sold by it. Eagle does not believe that listing the individual asbestos claimants with the largest unsecured claims would facilitate the U.S. Trustee's appointment of a creditors' committee. Because the majority of the asbestos claimaints hold unliquidated claims, the Debtor asserts it is difficult to determine which individual asbestos claimants may hold the largest unsecured claims. About Eagle Inc. Founded in 1920, Eagle, Inc., sold gaskets and insulation-related products, many of which contained asbestos. Eagle discontinued the distribution and sale of asbestos-containing products in the late 1970s and ceased all operations in 2006 other than the management of asbestos litigation and insurance rights. Eagle Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D. La. Case No. 15-12437) on Sept. 22, 2015, with a goal of confirming a plan of reorganization which, pursuant to 11 U.S.C. Sec., implements a channeling injunction and trust to resolve its liability for asbestos-related claims The petition was signed by Raymond P. Tellini, the president. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. The Debtor has engaged Young Conaway Stargatt & Taylor, LLP, as counsel; Barrasso Usdin Kupperman Freeman & Sarver, LLC as local counsel; and Epiq Bankruptcy Solutions as claims, noticing and balloting agent. Judge Jerry A. Brown is assigned to the case. EAGLE INC: Hires Epiq as Claims and Noticing Agent -------------------------------------------------- Eagle, Inc., had asked the Bankruptcy Court to approve its engagement of Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The Debtor seeks to engage Epiq to perform work within the scope of the delegation of duties of the Office of the Clerk of the Court and asserts that by appointing Epiq, the distribution of notices and the processing of claims will be expedited and the Clerk's Office will be relieved of the administrative burden of processing what may be a number of claims. Epiq's claims and noticing rates are: Title Rates ----- ---------- Clerical/Administrative Support $30-$45 Case Manager $60-$80 IT/Programming $70-$120 Sr. Case Manager/Dir. of Case Management $85-$155 Consultant/Senior Consultant $145-$190 Director/Vice President Consulting $195 Executive Vice President - Solicitation $200 Executive Vice President - Consulting $200 The Debtor requests that the fees and expenses incurred by Epiq be treated as administrative expenses of its estate and be paid in the ordinary course of business without further application or order of the Court. Epiq agrees to maintain records of all services showing dates, categories of services, fees charges and expenses incurred, and to serve monthly invoices on the Debtor and other parties-in-interest. If a dispute arises relating to the Services Agreement or monthly invoices, the parties will meet and confer in an attempt to resolve the dispute. If agreement is not achieved, the parties may seek resolution of the matter from the Court. Prior to the Petition Date, the Debtor provided Epiq a retainer in the amount of $5,000. Epiq has represented that it neither holds nor represents any interest materially adverse to the Debtor' estates in connection with any matter on which it would be employed. About Eagle Inc. Founded in 1920, Eagle, Inc., sold gaskets and insulation-related products, many of which contained asbestos. Eagle discontinued the distribution and sale of asbestos-containing products in the late 1970s and ceased all operations in 2006 other than the management of asbestos litigation and insurance rights. Eagle Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D. La. Case No. 15-12437) on Sept. 22, 2015, with a goal of confirming a plan of reorganization which, pursuant to 11 U.S.C. Sec., implements a channeling injunction and trust to resolve its liability for asbestos-related claims The petition was signed by Raymond P. Tellini, the president. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. The Debtor has engaged Young Conaway Stargatt & Taylor, LLP, as counsel; Barrasso Usdin Kupperman Freeman & Sarver, LLC as local counsel; and Epiq Bankruptcy Solutions as claims, noticing and balloting agent. Judge Jerry A. Brown is assigned to the case. EAGLE INC: Proposes to Pay $12,500/Month to President ----------------------------------------------------- Eagle, Inc., seeks Bankruptcy Court approval to pay $12,500 per month to Eagle QSF Management, LLC, nunc pro tunc to the Petition Date. Beginning in 1985 and continuing to the present, the Debtor has been presented with numerous claims by persons alleging bodily injury, including disease, disability, and death, as a result of their respective exposures to asbestos-containing materials allegedly distributed, handled, installed, or sold by the Debtor. As of the Petition Date, there are nearly 20,000 pending lawsuits against the Debtor alleging asbestos-related injuries. On Sept. 5, 2013, the Debtor entered into a coverage settlement agreement with Fireman's Fund Insurance Company, American Automobile Insurance Company, American Insurance Company, and Associated Indemnity Company. In connection with the Fireman's Fund Settlement Agreement, QSF, LLC, was established as a qualified settlement fund to receive insurance settlement proceeds. The manager of QSF is Eagle QSF Management, LLC, of which Raymond Tellini is the sole member. Mr. Tellini is the president and sole director of the Debtor. In this role, Mr. Tellini is and was since prior to the Petition Date the individual primarily responsible for directing the Debtor's defense of the personal injury claims. Mr. Tellini is also primarily responsible for the negotiation of the various settlements with insurance companies. During the pendency of the Chapter 11 case, Mr. Tellini will continue to be the Debtor's primary point of contact with chapter 11 professionals, insurance providers, and professional firms representing personal injury claimants. In the six months directly preceding the Petition Date, QSF Management received a total of $200,000 in Management Fees, much of which represented historical monthly amounts owed and upaid to QSF Management. The Debtor believes that the payment of Management Fees to QSF Management is necessary to its ability to prosecute a plan containing a section 524(g) channeling injunction. About Eagle Inc. Founded in 1920, Eagle, Inc., sold gaskets and insulation-related products, many of which contained asbestos. Eagle discontinued the distribution and sale of asbestos-containing products in the late 1970s and ceased all operations in 2006 other than the management of asbestos litigation and insurance rights. Eagle Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D. La. Case No. 15-12437) on Sept. 22, 2015, with a goal of confirming a plan of reorganization which, pursuant to 11 U.S.C. Sec., implements a channeling injunction and trust to resolve its liability for asbestos-related claims The petition was signed by Raymond P. Tellini, the president. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. The Debtor has engaged Young Conaway Stargatt & Taylor, LLP, as counsel; Barrasso Usdin Kupperman Freeman & Sarver, LLC as local counsel; and Epiq Bankruptcy Solutions as claims, noticing and balloting agent. Judge Jerry A. Brown is assigned to the case. ELBIT IMAGING: Motion to Approve Derivative Claim Filed ------------------------------------------------------- Elbit Imaging Ltd. announced the filing of a motion for approval of a derivative claim against the Company and its directors on behalf of the Company. The Motion was filed by Mr. Shlomi Kelsi, a director of the Company. The Claim alleges, among other things, a breach of fiduciary duty and duty of care by the Company's directors as a result of resolutions that were taken in recent Board meetings. The Claim further alleges, that such resolutions should be void or at least to be declared as voidable. The regard resolutions mainly concerning the approval of the board to convey a shareholders meeting of the Company to re-elect the Company's board members, as described in the Company's announcement dated Sept. 3, 2015, and the convening of extraordinary general meeting in Plaza Centers NV a subsidiary of the Company to dismiss certain directors from their position as board members in Plaza, as described in the Company's announcement dated Sept. 21, 2015. The Applicants also filed an interim injunction for temporary remedies to postpone the general meeting of the Company from discussing and voting on the size of the Company's board of directors and from re-electing of the Company's board of directors, and to instruct the Company to withdraw its request to convene a general meeting in Plaza or to instruct the Company to vote against any change in Plaza's board of directors in such general meeting. The Applicants further requested a splitting of remedies and a reimbursement of expenses and legal fees. At this preliminary stage, the Company is currently reviewing and evaluating the Motion and will submit its response accordingly. About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) holds investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors -- and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. As of June 30, 2015, the Company had NIS 2.8 billion in total assets, NIS 2.5 billion in total liabilities and NIS 338.3 million in shareholders' equity. ELIZABETH ARDEN: S&P Lowers CCR to 'CCC+'; Outlook Negative ----------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Miramar, Fl. based Elizabeth Arden Inc. to 'CCC+' from 'B'. The outlook is negative. At the same time, S&P lowered its issue-level rating on the company's senior unsecured notes due 2021 to 'CCC' from 'B' and revised the recovery rating on the debt to '5' from '4'. The '5' recovery rating indicates S&P's expectation for modest (10% to 30%; upper half of the range) recovery in the event of payment default. "The rating action reflects our belief that Elizabeth Arden's capital structure is unsustainable without a marked improvement in profitability and that its liquidity position will deteriorate over the next year," said Standard & Poor's credit analyst Mariola Borysiak. "We expect Elizabeth Arden's credit metrics to remain very weak for at least the next two years. Although the company has made some progress with its transformation programs aimed at repositioning brands and improving cost structure, we believe progress will be slow. As such, we forecast debt leverage will be very high. Moreover, we believe the company will need to rely on its revolver borrowings to finance its operating needs, and will likely use over $50 million of cash during this fiscal year." Elizabeth Arden's operating performance has been poor for the last two years largely because the celebrity brand fragrance market is over-saturated and the company lacks product innovation. Also, competition in the cosmetics industry is intense. Although Standard & Poor's currently views Elizabeth Arden's liquidity as adequate, S&P believes the company will have burn cash during the year and have revolver borrowings outstanding at end of fiscal 2016. A downgrade would be predicated on further liquidity tightening such that S&P believes the company could default in the next 12 months. Negative free operating cash flow beyond 2016 could trigger further downgrades. S&P could revise the outlook to stable if the company is able to materially improve its operating performance such that it generates sufficient cash to cover its operating needs. ENERGY FUTURE: Asks Court to Reject Dallas Water Rights Deal ------------------------------------------------------------ Peter Hall at Bankruptcy Law360 reported that Energy Future Holdings Co. asked the Delaware bankruptcy court on Sept. 23, 2015, for permission to end an unneeded agreement with the city of Dallas for water to operate a Texas power plant that costs nearly $2.2 million a year and is expected to become more expensive. The agreement between EFH unit Luminant Generation Co. LLC and Dallas allows the electricity producer to tap water from a reservoir on east Texas's Sabine River during times of drought to allow its steam generating plant in Tatum to continue operating. About Energy Future Holding Corp. Energy Future Holdings Corp., formerly known as TXU Corp., is A privately held diversified energy holding company with a Portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the Largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENESCO GROUP: Court Allows Ch. 7 Trustee to Enforce Deal with USA ----------------------------------------------------------------- Judge A. Benjamin Goldgar of the United States Bankruptcy Court for the Northern District of Illinois granted David. R. Brown's motion to enforce a settlement agreement he entered into with the United States of America resolving an adversary proceeding in the bankruptcy case captioned In re: ENESCO GROUP, INC., Chapter 7, Debtor, No. 07 B 565 (Bankr. N.D. Ill.). In late 2014, David R. Brown, as Chapter 7 trustee for Enesco Group, Inc., and certain defendants, including the United States, reached a global Settlement Agreement whereby the Chapter 7 Trustee agreed to dismiss the adversary proceeding in exchange for specified payments to him. As per agreement, Deloitte Tax, Shaw Gussis, and the Directors will pay Brown the total sum of $200,000. The USA will make a payment to the Estate in the amount of $50,000. Thereafter, if the Trustee does not receive payment from the USA before the 60 day time period, Brown will be entitled to the overpayment interest rate. In total, the Trustee will receive $250,000 as Settlement Payment from Shaw Gussis, Deloitte Tax, the Directors, and the United States. However, counsel for the United States notified Brown's counsel that the Internal Revenue Service had elected to give Enesco a $50,000 credit, setting off that amount against Enesco's outstanding tax liabilities rather than paying $50,000 to Brown. Brown moved to enforce the settlement agreement, arguing that the agreement called for a cash payment, not a tax credit. The United States disagrees, contending that the Internal Revenue Code equates payments and credits and conferred the right to give a credit rather than pay in cash. The court took side with Brown saying that the settlement agreement plainly called for the delivery of money or its equivalent. The Court did not permit the United States to credit the settlement payment against Enesco's previous years' tax liabilities. The settlement agreement governs, notwithstanding the statutory right the United States would have in its absence, the Court held. A full-text copy of Judge Goldgar's memorandum opinion dated September 2, 2015, is available at http://is.gd/bRIeNffrom Leagle.com. Debtor is represented by: Patrick A Clisham, Esq. Allen J Guon, Esq. Brian L Shaw, Esq. SHAW FISHMAN GLANTZ & TOWBIN LLC, 321 N Clark Street, Suite 800 Chicago, IL 60654 Phone: 312 541 0151 Fax: 312 980 3888 Email: aguon@shawfishman.com bshaw@shawfishman.com -- and -- Douglas J. Lipke, Esq. VEDDER PRICE 222 North LaSalle Street Chicago, IL 60601 Phone:(312) 609 7646 Email: dlipke@vedderprice.com -- and -- Stephen D Williamson, Esq. Felicia Gerber Perlman, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP. 155 N. Wacker Drive Chicago, IL 60606 Phone: 312.407.0700 Fax: 312.407.0411 Email: felicia.perlman@skadden.com David R Brown, Esq., Trustee is represented by: Thomas E Springer, Esq. Meredith S Fox, Esq. SPRINGER BROWN, LLC The Wheaton Executive Center 400 S. County Farm Rd. Suite 330 Wheaton, IL 60187 Phone: 630-510-0000 Fax: 630-510-0004 E-mail: tspringer@springerbrown.com -- and -- Timothy M McLean, Esq. CLINGEN CALLOW & MCLEAN 2300 Cabot Drive, Suite 500 Lisle, IL 60532 Phone: (630) 871-2612 Fax: (630) 871-9869 Email: mclean@ccmlawyer.com -- and -- Arthur W Rummler, Esq. LAW OFFICES OF ARTHUR W. RUMMLER 799 Roosevelt Road, Building 2, Suite 104 Glen Ellyn, IL 60137 Phone: 630-229-2313 Email: arthur.rummler@gmail.com Patrick S Layng, U.S. Trustee is represented by Kathryn Gleason, Office of the U. S. Trustee. Official Committee of Unsecured Creditors of Enesco Group, et al., Creditor Committee is represented by: Brad Berish, Esq. ADELMAN & GETTLEMAN, LTD. 53 W. Jackson Blvd., Suite 1050 Chicago, IL 60604 Phone: 312-435-1050 Fax: 312-435-1059 Email:bberish@ag-ltd.com -- and -- Nancy A Peterman, Esq. GREENBERG TRAURIG, LLP 77 West Wacker Drive, Suite 3100 Chicago, IL 60601 Phone: +1 312.456.8400 Fax: +1 312.456.8435 Email: petermann@gtlaw.com About Enesco Group Based in Itasca, Illinois, Enesco Group, Inc. -- http://www.enesco.com/-- was a producer of giftware, and home and garden decor products. Enesco's product lines included some of the world's most recognizable brands, including Disney, Heartwood Creek, Nickelodeon, Cherished Teddies, Lilliput Lane, Border Fine Arts, among others. Enesco distributed products to a wide array of specialty gift retailers, home decor boutiques and direct mail retailers, as well as mass-market chains. The company served markets operating in Europe, particularly in the United Kingdom and France, as well in the Asia Pacific in Australia and Hong Kong. The company also has Latin-American operations in Mexico. Enesco Group and its two affiliates, Enesco International Ltd. and Gregg Manufacturing, Inc., filed for chapter 11 protection on Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565). Shaw Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors. Epiq Bankruptcy Solutions, LLC, served as the Debtors' claims and noticing agent. Brad Berish, Esq., at Adelman & Gettleman, Ltd., and Nancy A. Peterman, Esq., at Greenberg Traurig LLP, represented the Official Committee of Unsecured Creditors as bankruptcy counsel. In its schedules, Enesco disclosed total assets of $61,879,068 and total debts of $231,510,180. In August 2008, Judge Goldgar converted the chapter 11 case of Enesco Group and its affiliates to a chapter 7 liquidation proceeding at the behest of the U.S. Trustee for Region 11. David R. Brown was named the chapter 7 trustee to oversee the Debtors' liquidation. F&H ACQUISITION: Seeks Dec. 31, 2015 Extension of Removal Deadline ------------------------------------------------------------------ F & H Acquisition Corp. and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to extend the period within which they may remove actions and related proceedings through and including Dec. 31, 2015. The Court approved the sale of substantially all of the Debtors' assets pursuant to an Asset Purchase Agreement executed between the Debtors and Cerberus Business Finance, LLC, in its Sale Order, dated Feb. 28, 2014. The Court extended the deadline for the debtors to file notices of removal pursuant to 28 U.S.C. Section 1452 and Bankruptcy Rule 9027 from June 10, 2015 through and including Sept. 8, 2015. The Debtors contend that they are parties to actions currently pending in the courts of certain states and federal districts, and believe that it is prudent to seek an extension of the time established by Bankruptcy Rule 9027 to protect the rights of the Debtors and their estates to remove these actions. They further contend that the extension sought will afford the Debtors an opportunity to make more fully informed decisions concerning the removal of any action, and will assure that the Debtors and their estates do not forfeit the valuable rights afforded to them under 28 U.S.C. Section 1452. The Debtors submit that granting the extension requested will not prejudice the rights of their adversaries in the Actions because such parties may not prosecute these actions absent relief from the automatic stay. The Debtors are represented by: Robert S. Brady, Esq. Robert F. Poppiti, Jr., Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, DE 19801 Telephone: (302)571-6600 Facsimile: (302)571-1253 E-mail: rbrady@ycst.com rpoppiti@ycst.com - and - Adam H. Friedman, Esq. Jordanna L. Nadritch, Esq. Jonathan T. Koevary, Esq. OLSHAN FROME WOLOSKY LLP Park Avenue Tower 65 East 55th Street New York, NY 10022 Telephone: (212)451-2300 Facsimile: (212)451-2222 Email: afriedman@olshanlaw.com jkoevary@olshanlaw.com About F & H Acquisition Corp. Wichita, Kansas-based F & H Acquisition Corp., et al., owners of the Fox & Hound, Champps, and Bailey's Sports Grille casual dining restaurants, filed sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets. As of the bankruptcy filing, the Debtors had 101 restaurants located in 27 states and 6,000 employees. F & H disclosed $122 million in assets and $123 million in liabilities as of the Chapter 11 filing. The Debtors are represented by Robert S. Brady, Esq., Robert F. Poppiti, Jr., Esq., and Rodney Square, Esq., at Young, Conaway, Stargatt & Taylor, LLP of Wilmington, DE; and Adam H. Friedman, Esq., Jordana L. Nadritch, Esq., and Jonathan T. Koevary, Esq. at Olshan Frome Wolosky, LLP of New York, NY. Imperial Capital LLC as financial advisor; and Epiq Bankruptcy Solutions as claims and noticing agent. The Official Committee of Unsecured Creditors is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington; and Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Los Angeles, California. By order dated Feb. 28, 2014, the Court approved the sale of substantially all of the assets pursuant to an Asset Purchase Agreement, dated as of Feb. 7, 2014, by and among the Debtors and Cerberus Business Finance, LLC, as buyer. The sale closed on March 12, 2014. F-SQUARED INVESTMENT: Amendment No. 2 on Broadmeadow APA Filed -------------------------------------------------------------- F-Squared Investment Management, LLC and its affiliated debtors served notice to the U.S. Bankruptcy Court for the District of Delaware of their second amendment to the Asset Purchase Agreement that they had executed with Broadmeadow Capital, LLC ("Purchaser") for the sale of substantially all of the Debtors' assets. The Debtors relate that they had a disagreement with the Purchaser over certain conditions of the Asset Purchase Agreement and that they have entered into Amendment No. 2 to the Asset Purchase Agreement in order to resolve such disagreement. The Debtors further relate that the Official Committee of the Unsecured Creditors approved the Debtors' entry into the APA Amendment. A copy of the Amendment No. 2 is available for free at http://bankrupt.com/misc/F-Squared_Broadm_Am_2_APA.pdf The Debtors are represented by: Russel C. Silberglied, Esq. Michael J. Merchant, Esq. Zachary I. Shapiro, Esq. Amanda R. Steele, Esq. RICHARDS, LAYTON & FINGER, P.A. 920 N. King Street Wilmington, DE 19801 Telephone: (302)651-7700 Facsimile: (302)651-7701 Email: silberglied@rlf.com merchant@rlf.com shapiro@rlf.com steele@rlf.com About F-Squared Investment Headquartered in Wellesley, MA, F-Squared Investments, Inc. -- http://www.f-squaredinvestments.com-- is a privately owned investment manager. The firm primarily provides its services to other investment advisers. It also caters to individuals, high net worth individuals, and pension and profit sharing plans. The firm provides index management services. It manages separate client-focused equity, fixed income, and multi-asset portfolios. The firm invests in the public equity, fixed income, and alternative investment markets across the globe. It makes all its investments through exchange-traded funds. The firm invests in small-cap stocks of companies across diversified sectors. F-Squared Investment Management, LLC and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-11469) on July 8, 2015. The petition was signed by Laura Dagan as president and chief executive officer. The cases are assigned to Laurie Selber Silverstein. Richards, Layton & Finger, P.A. serves as the Debtors' counsel. Gennari Aronson, LLP represents the Debtors as special corporate counsel. Grail Advisory Partners LLC (d/b/a PL Advisors) and Managed Account Services, LLC act as the Debtors' financial advisors and investment bankers. Stillwater Advisory Group LLC is the Debtors' crisis managers and restructuring advisors. BMC Group, Inc. acts as the Debtors' claims and noticing agent. F-SQUARED INVESTMENT: GP Seeks Dissolution of Hedge Fund -------------------------------------------------------- Debtor AlphaSector LLS GP1, LLC, asks the U.S. Bankruptcy Court for the District of Delaware to dissolve hedge fund F-Squared U.S. Sector Opportunities Fund, LP. AlphaSector ("General Partner") is the sole general partner of the Hedge Fund. The General Partner contends that the Hedge Fund was formed on Nov. 4, 2011 pursuant to the Delaware Revised Uniform Limited Partnership Act ("LP Act") and a Limited Partnership Agreement of the Hedge Fund, dated Dec. 1, 2011 ("LP Agreement"), between the General Partner and the limited partners that were party thereto. The General Partner further contends that prior to the Closing Date, the Hedge Fund served as a marketing asset for the Debtors' business. It asserts that the Hedge Fund, which invested its funds based on the Debtors' investment strategies, allowed the Debtors to showcase the success of such strategies based on the actual track record of the Hedge Fund. The General Partner contends that the Hedge Fund is not a Debtor in the Chapter 11 cases but the General Partner is a Debtor. The General Partner relates that when the Stalking Horse Agreement was originally executed, it was uncertain whether the Hedge Fund would be a Purchased Asset or an Excluded Asset under the agreement. It further relates that prior to the Closing Date, Broadmeadow determined that it did not desire to acquire the Hedge Fund and, therefore, designated the Hedge Fund as an Excluded Asset. The General Partner contends that because the Hedge Fund is an Excluded Asset, the Debtors are obligated under the terms of the Stalking Horse Agreement to file their motion and, upon obtaining approval of such motion, wind down and dissolve the Hedge Fund. The Debtors are represented by: Russel C. Silberglied, Esq. Zachary I. Shapiro, Esq. Amanda R. Steele, Esq. Rachel L. Biblo, Esq. RICHARDS, LAYTON & FINGER, P.A. 920 N. King Street Wilmington, DE 19801 Telephone: (302)651-7700 Facsimile: (302)651-7701 E-mail: silberglied@rlf.com shapiro@rlf.com steele@rlf.com biblo@rlf.com About F-Squared Investment Headquartered in Wellesley, MA, F-Squared Investments, Inc. -- http://www.f-squaredinvestments.com-- is a privately owned investment manager. The firm primarily provides its services to other investment advisers. It also caters to individuals, high net worth individuals, and pension and profit sharing plans. The firm provides index management services. It manages separate client-focused equity, fixed income, and multi-asset portfolios. The firm invests in the public equity, fixed income, and alternative investment markets across the globe. It makes all its investments through exchange-traded funds. The firm invests in small-cap stocks of companies across diversified sectors. F-Squared Investment Management, LLC and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-11469) on July 8, 2015. The petition was signed by Laura Dagan as president and chief executive officer. The cases are assigned to Laurie Selber Silverstein. Richards, Layton & Finger, P.A. serves as the Debtors' counsel. Gennari Aronson, LLP represents the Debtors as special corporate counsel. Grail Advisory Partners LLC (d/b/a PL Advisors) and Managed Account Services, LLC act as the Debtors' financial advisors and investment bankers. Stillwater Advisory Group LLC is the Debtors' crisis managers and restructuring advisors. BMC Group, Inc. acts as the Debtors' claims and noticing agent. F-SQUARED INVESTMENT: Seeks $25K Sale of Furniture to Grove Street ------------------------------------------------------------------ F-Squared Investment Management, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize the sale of office furniture located at the Debtors' leased office space at One Newton Executive Park, in Newton, Massachusetts, to Grove Street Advisors, LLC, for $25,000. The office furniture consists of furniture, fixtures, furnishings, office supplies and other tangible personal property at the Debtors' leased office space at the Newton Building. The Debtors tell the Court that they intend to file a motion seeking authority to reject, among others, the Newton Lease and a sublease of the Newton Building office space with the Purchaser as sublessee. They further tell the court that since the close of the sale of substantially all of the Debtors' assets to Broadmeadow Capital, LLC, the Debtors have no operations, other than providing certain transition services to Broadmeadow for a very limited period of time, and only a limited number of employees. The Debtors relate that they no longer require the office space at the Newton Building. The Debtors believe that the sale of the Office Furniture to the Purchaser will bring value to their estates and benefit their creditors and all parties in interest. The Motion is scheduled for hearing on Sept. 30, 2015 at 10:00 a.m. The deadline for the filing of objections was Sept. 25, 2015. The Debtors are represented by: Russel C. Silberglied, Esq. Zachary I. Shapiro, Esq. Amanda R. Steele, Esq. Rachel L. Biblo, Esq. Brendan J. Schlauch, Esq. RICHARDS, LAYTON & FINGER, P.A. 920 N. King Street Wilmington, DE 19801 Telephone: (302)651-7700 Facsimile: (302)651-7701 E-mail: silberglied@rlf.com shapiro@rlf.com steele@rlf.com biblo@rlf.com schlauch@rlf.com About F-Squared Investment Headquartered in Wellesley, MA, F-Squared Investments, Inc. -- http://www.f-squaredinvestments.com-- is a privately owned investment manager. The firm primarily provides its services to other investment advisers. It also caters to individuals, high net worth individuals, and pension and profit sharing plans. The firm provides index management services. It manages separate client-focused equity, fixed income, and multi-asset portfolios. The firm invests in the public equity, fixed income, and alternative investment markets across the globe. It makes all its investments through exchange-traded funds. The firm invests in small-cap stocks of companies across diversified sectors. F-Squared Investment Management, LLC and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-11469) on July 8, 2015. The petition was signed by Laura Dagan as president and chief executive officer. The cases are assigned to Laurie Selber Silverstein. Richards, Layton & Finger, P.A. serves as the Debtors' counsel. Gennari Aronson, LLP represents the Debtors as special corporate counsel. Grail Advisory Partners LLC (d/b/a PL Advisors) and Managed Account Services, LLC act as the Debtors' financial advisors and investment bankers. Stillwater Advisory Group LLC is the Debtors' crisis managers and restructuring advisors. BMC Group, Inc. acts as the Debtors' claims and noticing agent. FILMED ENTERTAINMENT: Proposes Oct. 16 Auction for Assets --------------------------------------------------------- Filmed Entertainment Inc. seeks authority from the United States Bankruptcy Court for Southern District of New York to sell substantially all of its assets and establish procedures governing the bidding and auction of the assets. The Debtor's business consists of its ownership and operation of the Columbia House DVD Club, a business line that traces its origins back to the 1950s, and to CBS Inc.'s Columbia House Company's music division. The Debtor tells the Court that the proposed sale is necessary to avoid the continuing losses associated with its business and to maximize value for its bankruptcy estate. Absent an expeditious sale, the Debtor's operations will continue to lose revenue leading to further financial distress, ultimately leaving the Debtor with no real alternative but to cease operations and liquidate its assets on a piecemeal basis. The Debtor believes that a sale of the assets on a going-concern basis -- rather than a piecemeal liquidation -- will provide it with the greatest opportunity to maximize value for the benefit of the various parties in interest in its Chapter 11 case. In order to maximize the value of the assets, the Debtor proposes that potential bidders must submit a qualified bid no later than Oct. 15, 2015. The amount of the purchase price in the bid must provide for net cash (or cash equivalent) that is at least in the amount of: $50,000 more than the base price contained in the Purchase Agreement. According to the Debtor, nine Postpetition Potential Buyers have executed non-disclosure agreements and have been granted access to the Debtor's data room. In the event that the Debtor timely receives more than one Qualified Bid by the Bid Deadline for all or any portion of the Acquired Assets, the Debtor will conduct an Auction at the offices of Griffin Hamersky P.C., in New York, on October 16, 2015, starting at 10:00 a.m. (New York Time). The Debtor propose that a hearing to consider approval of the sale be scheduled for October 20, 2015. Filmed Entertainment Inc. is represented by: Scott A. Griffin, Esq. Michael D. Hamersky, Esq. GRIFFIN HAMERSKY P.C. 485 Madison Avenue, 7th Floor New York, NY 10022 Tel: (212) 710-0338 Fax: (212) 710-0339 Email: sgriffin@grifflegal.com mhamersky@grifflegal.com About Filmed Entertainment Filmed Entertainment Inc. owns and operates the "Columbia House DVD Club," a direct-to-customer distributor of movies and television series in the United States. FEI conducts its business through physical catalogues and through the -- http://www.columbiahouse.com/Web site. FEI was historically active in the musical compact disc business, but exited the music business in 2010. Founded in 1955 as a division of CBS Inc. to sell vinyl records and cassette tapes, FEI is a unit of Pride Tree Holdings, Inc., which acquired FEI in December 2012. On Aug. 10, 2015 FEI filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 15-12244) in Manhattan, New York. The case is pending before the Honorable Shelley C. Chapman. The Debtor tapped Griffin Hamersky P.C. as counsel, and Prime Clerk LLC as claims and noticing agent. The Debtor estimated assets of $1 million to $10 million and debt of $50 million to $100 million. The U.S. Trustee for Region 2 appointed five creditors of Filmed Entertainment Inc. to serve on the official committee of unsecured creditors. FIRST DATA: Signs New Employment Agreement with CEO --------------------------------------------------- First Data Corporation and Frank J. Bisignano, the Company's chairman and chief executive officer, entered into a new employment agreement on Sept. 18, 2015. The Employment Agreement replaces Mr. Bisignano's prior employment agreement with First Data Holdings Inc. and the Company, dated April 28, 2013. The Employment Agreement provides for an initial term commencing on Sept. 18, 2015, and ending on Dec. 31, 2020. Beginning Jan. 1, 2021, the term will be automatically extended for successive one-year periods thereafter unless one of the parties provides the other with written notice of non-renewal at least 60 days prior to the end of the applicable term. The Employment Agreement has substantially similar terms as the Prior Agreement, except as follows: Mr. Bisignano will continue to be entitled to receive the same severance benefits upon certain terminations of his employment as the Prior Agreement; however, the Employment Agreement clarifies that the portion of any severance payments to which Mr. Bisginano is entitled in respect of annual incentive payments refers only to any annual incentive payments made to him in cash. About First Data Based in Atlanta, Georgia, First Data Corporation provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. First Data reported a net loss attributable to the Corporation of $458 million on $11.2 billion of total revenues for the year ended Dec. 31, 2014, compared with a net loss attributable to the Corporation of $869 million on $10.8 billion of total revenues during the prior year. As of March 31, 2015, the Company had $34.13 billion in total assets, $31.7 billion in total liabilities, $78 million in redeemable noncontrolling interest, and $2.35 billion in total equity. * * * The Company carries a 'B3' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. FORESIGHT ENERGY: Moody's Affirms B2 Corporate Family Rating ------------------------------------------------------------ Moody's changed the outlook on the ratings of Foresight Energy, LLC to negative from positive. At the same time, Moody's affirmed the corporate family rating (CFR) of B2, probability of default rating (PDR) of B2-PD, senior secured rating of Ba3 and the rating on senior unsecured notes of Caa1. The speculative grade liquidity rating was lowered to SGL-3 from SGL-2. Affirmations: Issuer: Foresight Energy, LLC Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Revolving Credit Facility due 2018, Affirmed Ba3, to LGD3 from LGD2 Senior Secured Term Loan due 2020, Affirmed Ba3, to LGD3 from LGD2 Senior Notes due 2021, Affirmed Caa1, LGD5 Lowered: Speculative Grade Liquidity Rating, lowered to SGL-3 from SGL-2 Outlook Actions: Outlook, Changed To Negative From Positive RATINGS RATIONALE The change in outlook reflects recent deterioration in seaborne and domestic coal prices, which we expect to persist, putting pressure on average realizations over the next two years as higher priced contracts roll off. We expect that the company's production volumes to remain steady over the next two to three years, reflecting its solid contracted position, predominantly with large base-load plants, and its low cost position in an industry that is facing declining demand at home and persistent oversupply in the seaborne markets. Coal consumption in the United States continues to be pressured by low-cost natural gas (with Henry Hub prices persisting below $3.00 in the first nine months of 2015). While we believe Illinois Basin coal to be generally more competitive due to its low cost, high heat content and its customer base in larger baseload plants, it is not immune to the larger trends affecting the US coal industry. In addition to cheap natural gas, EPA's recently issued Clean Power Plan will keep the US coal industry in secular decline, and will have an impact across all US basins. And while the Illinois Basin enjoys easy access to the seaborne markets via Gulf Coast ports, persistent oversupply and weak pricing will impact potential for exports. The B2 CFR continues to reflect our expectation that Foresight will continue to generate sufficient free cash flows, with capex largely limited to maintenance levels over the next two to three years. The CFR also reflects uncertainties as to future financial policies under the MLP structure, as the company attempts to manage its future investment needs, target dividend payouts and leverage ratios. The ratings reflect the company's position as one of the lowest cost producers in the Illinois Basin, ample reserves, multiple transportation options, and access to export markets. The CFR also captures the stable domestic customer base of large scrubbed coal plants and attractive contracted position through the end of 2017. The ratings are constrained by the company's geographical and operational concentration as an Illinois Basin producer with four underground mining complexes and the large dividend payout arising from its MLP structure. The SGL-3 speculative grade liquidity rating reflects our expectation that Foresight will maintain an adequate liquidity position, including sufficient operating cash flows to cover capex and MLP payouts. As of June 30, 2015, liquidity consisted of $28 million in cash and availability of $175 million under $500 million revolver maturing in August 2018. We expect the company to be in compliance with the secured credit facility restrictive covenants over the next twelve months. The ratings could be upgraded if free cash flows were expected to be positive with Debt/ EBITDA, as adjusted, maintained below 4x. A negative rating action would be considered if Debt/ EBITDA were expected to rise above 5x or if liquidity were to deteriorate. FOREST PARK MEDICAL: Designates Michael Miller as CRO ----------------------------------------------------- Forest Park Medical Center at Frisco, LLC, filed with the Bankruptcy Court an application to employ Michael S. Miller as its chief restructuring officer, effective as of Sept. 22, 2015. The Debtor is currently governed by an eight-member Board of Managers made up of the following doctors: Dr. Guy Culpepper, Dr. Brian Borgfeld, Dr. Ricardo Meade, Dr. Jeff Cattorini, Dr. Colin Pero and Dr. Robert Wyatt. In addition, two members of glendonTodd Capital, LLC, Todd Furniss and Mary Hatcher, also with the Management Company and Vibrant Healthcare Frisco Holdings, LLC, also serve on the Board. Each of the members of the Board own or represent ownership interests in the Debtor. In addition, certain of the members represent interests in several of the Forest Park Center facilities, including the Dallas location, which owns a direct ownership interest in the Debtor. GlendonTodd is also working with the Management Company, which is owed a significant balance as of the Petition Date. "These interrelated interests held and represented by the Board members creates an inherent conflict of interest for those members, making it difficult for each of them to clearly act only in the best interest of the Debtor, especially in light of the relatively low probability of a full recovery to unsecured creditors and more than likely, no recovery to equity," asserts William L. Medford, Esq. at Lewis Brisbois Bisgaard & Smith, LLP, counsel to the Debtor. Due to these issues, and other concerns specific to these creditors, Texas Holdings, L.P. and Texas Capital Bank have specifically required that, in particular, Mr. Miller is appointed as the Debtor's CRO. TCB has required it as a condition to their agreement to the First-Day Motions, including the agreed closure of the Debtor's account at TCB holding their collateral. More importantly, Sabra has required it as a condition of extending the DIP Financing. Mr. Miller, a senior vice president with Deloitte who will act as CRO for the Debtor, has more than 30 years of experience in healthcare administration and finance through various hospital administrative and executive roles. He holds a Bachelor of Science from University of Texas at Arlington, and a Master of Business Administration from the University of Dallas. He has previously served as CEO, CFO, COO and CRO for a variety of hospitals, long-term acute care hospitals, skilled nursing, rehabilitative units, psychiatric units, ambulatory care clinics, and durable medical care. He has extensive experience examining the finances and operations of hospitals, particularly in the distressed setting. Mr. Miller will provide the ordinary course duties of a chief restructuring officer to do the following: * Manage the Debtor's Chapter 11 case, including, without limitation, sole management and oversight of any sale of the Debtor's assets and development of a Disclosure Statement and Plan of Reorganization, with no reporting responsibilities to the Debtor's Board. * Manage the "working group" professionals who are assisting the Debtor in the reorganization process or who are working for the Debtor's various stakeholders to improve coordination of their effort and individual work product to be consistent with the Debtor's overall restructuring goals. * Assist in obtaining and presenting information required by parties-in-interest in the Debtor's bankruptcy process including official committees appointed by the United States Bankruptcy Court for the Eastern District of Texas. * Provide assistance in such areas as testimony before this Court on matters that are within the scope of this engagement and within his area of testimonial competencies. * Assist with other matters as may be requested that fall within Mr. Miller's expertise and that are mutually agreeable. Mr. Miller seeks to be compensated for his services as CRO, and reimbursed for the out-of-pocket expenses he incurs in accordance with his customary billing practices with Deloitte. The Fee and Expense Structure includes Deloitte as the Debtor's financial advisor, which includes Mr. Miller's hourly rate at $500. According to Deloitte's books and records, during the 90 day period prior to the Petition Date, it received retainers and payments totaling $85,000 in the aggregate for professional services performed and expenses incurred, which were applied to amounts due for services rendered and expenses incurred prior to the Petition Date. Mr. Miller's current estimate is that Deloitte incurred fees in excess of $135,000. Deloitte has agreed that any portion of the Pre-petition Billings, currently approximately $50,000, not paid will be written off. Accordingly, the Debtor does not owe Deloitte or Mr. Miller any sums for pre-petition services. To the best of the Debtor's knowledge: (a) Mr. Miller has no connection with it, its creditors, or other parties-in-interest, or the attorneys or accountants of the foregoing, or the Office of the United States Trustee for the Eastern District of Texas or any person employed in the Office of the U.S. Trustee; and (b) does not hold any interest adverse to its estate. About Forest Park Medical Forest Park Medical Center at Frisco, LLC filed Chapter 11 bankruptcy petition (Bankr. E.D. Tex. Case No. 15-41684) on Sept. 22, 2015. The petition was signed by Michael Miller, the CRO. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. The Debtor is a doctor-owned Texas limited liability company that owns and operates a 54-bed state-of-the-art medical facility, including 30 private rooms, 14 family suites, and 10 intensive care rooms in Frisco, Texas. Hon. Brenda T. Rhoades is assigned to the case. Lewis Brisbois Bisgaard & Smith LLP serves as counsel to the Debtor. FOREST PARK MEDICAL: Gets Interim OK for $18.5M DIP Financing ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Texas authorized Forest Park Medical Center at Frisco, LLC, to obtain postpetition financing from its landlord to fund its operating expenses and pay certain other costs and expenses of administration of its Chapter 11 case. Sabra Texas Holdings, L.P., has offered the Debtor debtor-in-possession financing in the approximate amount of $18,500,000, available in draws and accruing interest at a 5% interest rate, payable monthly in arrears pursuant to a Senior Secured Superpriority Debtor-In-Possession Loan and Security Agreement. All of the DIP Obligations approved under the Interim Order will constitute allowed senior administrative-expense claims against the Debtor with priority over any and all administrative expenses, adequate-protection claims, diminution-of-value claims, and all other claims against the Debtor. The Debtor leases real property and fixtures in which the Hospital operates, from Sabra pursuant to the terms of that certain Lease Agreement dated Dec. 6, 2010, which was thereafter amended pursuant to that certain First Amendment to Lease Agreement dated as of Oct. 22, 2013, assigning the Lease from FPMC Frisco Realty Partners, LP to Sabra. The Lease is for an initial term of 20 years, accruing rent in the amount of $842,290 per month for the Hospital and the parking structure, to increase every calendar year over the term of the Lease by 3%. As part of the Interim Order, the Debtor affirmed that it is in default under a Lease Agreement with Sabra. The final hearing will be held on Oct. 16, 2015, at 10:00 a.m. (prevailing Central Time) to consider the entry of a final order. About Forest Park Medical Forest Park Medical Center at Frisco, LLC, filed Chapter 11 bankruptcy petition (Bankr. E.D. Tex. Case No. 15-41684) on Sept. 22, 2015. The petition was signed by Michael Miller as chief restructuring officer. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. The Debtor is a doctor-owned Texas limited liability company that owns and operates a 54-bed state-of-the-art medical facility, including 30 private rooms, 14 family suites, and 10 intensive care rooms in Frisco, Texas. Hon. Brenda T. Rhoades is assigned to the case. Lewis Brisbois Bisgaard & Smith LLP serves as counsel to the Debtor. FOREST PARK MEDICAL: To Keep Patient Details Confidential --------------------------------------------------------- Forest Park Medical Center at Frisco, LLC, seeks authority from the Bankruptcy Court to file patient matrix under seal to maintain the confidentiality of patient information as required by the Health Insurance Portability and Accountability Act of 1996 and the Texas Medical Records Privacy Act, while providing required disclosures in this bankruptcy case. Bankruptcy Rule 1007(a) and Local Rule 1007 require the Debtor to file matrices listing creditors by name and address. In addition, Section 521 of the Bankruptcy Code and Bankruptcy Rule 1007 also require the Debtor to publish certain schedules listing information about creditors. HIPAA and similar laws and regulations under the TMRPA, however, potentially bar the Debtor from publishing identifying information about certain patients of the Debtor who may also be potential claimants who would ordinarily appear on those matrices. "Listing any patient's name or address in the matrix, Schedules, and Statement, or any notice or certificate of service, however, may violate the HIPAA Privacy Rule," says William L. Medford, Esq. at Lewis Brisbois Bisgaard & Smith, LLP, counsel to the Debtor. Notice to Patients The Debtor tells the Court that as a practical matter, it would be extremely costly for it to provide formal, written, ongoing notice to each and every one of the over 24,000 Patients who are technically entitled to receive that notification. Thus, the Debtor seeks the Court's approval to send the Patients notice of this case by: 1) transmitting to each Patient, where possible, in writing, the Notice of Commencement of this Bankruptcy Case and Proof of Claim form, as well as a communication informing the Patients how to request further notice of future pleadings and access to the claims agent's Web site; and 2) giving notice to all Patients via publication in the local newspaper. The claims agent for this case is proposed to be Donlin, Recano & Company, Inc. About Forest Park Medical Forest Park Medical Center at Frisco, LLC filed Chapter 11 bankruptcy petition (Bankr. E.D. Tex. Case No. 15-41684) on Sept. 22, 2015. The petition was signed by Michael Miller as chief restructuring officer. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. The Debtor is a doctor-owned Texas limited liability company that owns and operates a 54-bed state-of-the-art medical facility, including 30 private rooms, 14 family suites, and 10 intensive care rooms in Frisco, Texas. Hon. Brenda T. Rhoades is assigned to the case. Lewis Brisbois Bisgaard & Smith LLP serves as counsel to the Debtor. FOUR OAKS: Appoints Chief Financial Officer ------------------------------------------- Four Oaks Fincorp, Inc., the holding company for Four Oaks Bank & Trust Company, announced that Ms. Deanna W. Hart has been appointed executive vice president and chief financial officer of the Company and the Bank, effective Oct. 1, 2015. Ms. Hart has been serving as the Bank's senior vice president and controller since January 2014 and acting chief financial officer of the Company and the Bank since Sept. 1, 2015. President and Chief Executive Officer David H. Rupp stated, "Deanna has been an integral part of the management team and a key contributor since she joined the bank twelve years ago. I have the utmost confidence in her as she assumes the CFO position and look forward to continuing to work with her as we build on our recent momentum." "It is a tremendous opportunity to be named CFO at such an exciting time," said Hart. "In addition to leading the finance team at the bank, I look forward to working with the executive team on initiatives to support our continued growth." With $722 million in total assets as of June 30, 2015, the Company, through its wholly-owned subsidiary, Four Oaks Bank & Trust Company, offers a broad range of financial services through its sixteen offices in Four Oaks, Clayton, Smithfield, Garner, Benson, Fuquay-Varina, Wallace, Holly Springs, Harrells, Zebulon, Dunn, Raleigh (LPO), Apex (LPO) and Southern Pines (LPO), North Carolina. Four Oaks Fincorp, Inc. trades through its market makers under the symbol of FOFN. In connection with Ms. Hart's appointment, the Board approved an increase in her annual base salary to $155,000. In addition, Ms. Hart will be eligible to participate in the executive incentive plan, the amount of which will be determined at the discretion of the Compensation Committee of the Board based on guidelines and performance measures mutually agreed upon by Ms. Hart and the Chief Executive Officer of the Bank. The Board also authorized a grant to Ms. Hart of 50,000 shares of restricted stock under the Four Oaks Fincorp, Inc. 2015 Restricted Stock Plan. Ms. Hart's award will be made pursuant to the previously disclosed Form of Restricted Stock Award Agreement for Executive Team members, and will vest over a three-year period based on attainment of performance measures and goals set forth in the Award Agreement. The Board also approved a modification to Ms. Hart's previously granted restricted stock awards, which were made pursuant to the Company's Form of Restricted Stock Award Agreement for Management Team members, to align the terms of such awards with those applicable to Executive Team awards. Ms. Hart's other compensation arrangements remain unchanged. About Four Oaks With $722 million in total assets as of June 30, 2015, Four Oaks Bank & Trust Company, through its wholly-owned subsidiary, Four Oaks Bank & Trust Company, offers a broad range of financial services through its sixteen offices in Four Oaks, Clayton, Smithfield, Garner, Benson, Fuquay-Varina, Wallace, Holly Springs, Harrells, Zebulon, Dunn, Raleigh (LPO), Apex (LPO) and Southern Pines (LPO), North Carolina. Four Oaks Fincorp, Inc. trades through its market makers under the symbol of FOFN. Four Oaks Fincorp reported a net loss of $4.18 million in 2014, a net loss of $350,000 in 2013, a net loss of $6.96 million in 2012 and a net loss of $9.09 million in 2011. As of June 30, 2015, the Company had $722 million in total assets, $663 million in total liabilities and $58.8 million in total shareholders' equity. GENIUS BRANDS: Launches Baby Genius Brand ----------------------------------------- Genius Brands International, Inc., distributed a letter to its shareholders informing the re-launch of Baby Genius as part of a robust expansion of the timeless brand, based on an entirely new Baby Genius Learn & GrowTM program that has been created to align with a child's natural development. "After two long years of reinvention, brand architecture, design, product development, licensee and retail presentations, the long awaited launch of our flagship infant and toddler brand, BABY GENIUS, has arrived," says Andy Heyward chairman & CEO Genius Brands International, Inc. "Today, 46 separate products go live exclusively on AMAZON.com, the world's largest retailer, for one of the biggest and most supported launches of a new kids brand ever," he adds. A complete copy of the letter is available for free at: http://is.gd/gAB91O About Genius Brands Beverly Hills, Calif.-based Genius Brands International, Inc., creates and distributes music-based products which it believes are entertaining, educational and beneficial to the well-being of infants and young children under its brands, including Baby Genius and Little Genius. Genius Brands reported a net loss of $3.72 million in 2014, a net loss of $7.21 million in 2013, a net loss of $2.06 million in 2012 and a net loss of $1.37 million in 2011. As of June 30, 2015, the Company had $16.44 million in total assets, $4.33 million in total liabilities and $12.11 million in total equity. GEROVA FINANCIAL: SEC Charges Six in Stock Fraud Scheme ------------------------------------------------------- The Securities and Exchange Commission charged six men, including a father and three sons, with defrauding investors in Gerova Financial Group Ltd., whose shares once traded on the New York Stock Exchange. The SEC's complaint, filed in U.S. District Court in Manhattan, charges John Galanis, his sons Jason Galanis, Derek Galanis, and Jared Galanis, along with Gerova president and chairman Gary T. Hirst and investment adviser Gavin Hamels. John Galanis has been a defendant in numerous SEC enforcement actions dating back to the early 1970s and his son Jason Galanis was charged by the SEC in 2007. According to the SEC's complaint, in early 2010, Jason Galanis and Hirst orchestrated a scheme to secretly issue $72 million of unrestricted Gerova shares to a Galanis family friend in Kosovo. Jason Galanis, his father, and his brothers allegedly directed sales of the shares from the Kosovo friend's brokerage accounts and had the proceeds wired to them and their associates who collectively realized approximately $20 million in illicit profits. Jason Galanis is alleged to have bribed Hamels to purchase Gerova stock to help stabilize the stock's price as the shares were liquidated. The complaint alleges that many of the purchases were coordinated in matched trades with the Kosovo friend's sales. Hamels is alleged to have purchased Gerova stock for advisory clients based on arrangements with Jared Galanis regarding the times, prices, and amounts of stock to purchase, and is alleged to have failed to inform his clients of the bribe from Jason Galanis. "We allege that by fraudulently obtaining the shares and dumping them in sales to public investors, these six individuals enriched themselves and displayed a callous disregard for the company's investors and for the integrity of the public markets," said Andrew M. Calamari, Director of the SEC's New York Regional Office. In a parallel action, the U.S. Attorney's Office for the Southern District of New York announced criminal charges against the six charged by the SEC as well as the family friend in Kosovo. The SEC's complaint charges the six defendants with violations of the antifraud provisions of the federal securities laws, charges Jason Galanis, Derek Galanis, Jared Galanis and Hirst with securities registration violations, and charges Hamels with investment adviser fraud. The complaint seeks a final judgment permanently enjoining the defendants from future violations of the federal securities laws, imposing financial penalties, and ordering them to disgorge their allegedly ill-gotten gains plus prejudgment interest. The SEC's investigation was conducted by H. Gregory Baker, Christopher Ferrante, Leslie Kazon, and Sheldon Pollock of the New York Regional Office. The litigation will be led by Nancy A. Brown and Mr. Baker. The SEC thanks the U.S. Attorney's Office of the Southern District of New York, the U.S. Postal Inspection Service, and the Federal Bureau of Investigation for their assistance in this matter. GORDON PROPERTIES: Bid to Seal FOA Members' Letters Partially OK'd ------------------------------------------------------------------ Judge Robert G. Mayer of the United States Bankruptcy Court for the Eastern Division of Virginia granted in part and denied in part Gordon Properties, LLC, and Condominium Services, Inc.'s motion to seal documents The action arises out of the motion of CSI to enter into a contract with First Owners' Association of Forty Six Hundred Condominium, Inc., and the motion to approve the settlement between FOA, CSI and Gordon Properties. Eight letters were filed by members of FOA and became a subject of Gordon Properties' motion to seal those letters, asserting that they contain "scurrilous, if not defamatory, statements regarding the managing member of the debtor. Two unit owners, who each submitted two letters, objected to the motion. The United States Trustee also opposed the motion. The court found none of the statements complained of to be defamatory. While some may be critical of the managing member or his conduct, they do not rise to the level of defamation, Judge Mayer held. More importantly, it is not possible from the record to determine that they are false, Judge Mayer noted. They may be potentially false, but the court would need to conduct a hearing to determine that they are false. In any event, they were relevant to the two motions pending before the court. A few statements could be considered scandalous. The original letters with the scandalous statements will be sealed and redacted copies will be filed, Judge Mayer ruled. The bankruptcy case is In re: GORDON PROPERTIES, LLC and CONDOMINIUM SERVICES, INC., Chapter 11 Debtors, Case Nos. 09-18086-Rgm, 10-10581-Rgm (Jointly Administered)(Bankr. E.D. Va.). A full-text copy of Judge Mayer's memorandum opinion September 4, 2015, is available at http://is.gd/Tq3aS5from Leagle.com. Debtors are represented by: Donald F. King, Esq. Lauren Friend McKelvey, Esq. ODIN, FELDMAN & PITTLEMAN, PC 1775 Wiehle Avenue, Suite 400 Reston, VA 20190 Phone: (703) 218-2116 Fax: (703) 218-2160 Email: donking@ofplaw.com Lauren.McKelvey@ofplaw.com -- and -- Madeline A. Trainor, Esq. REDMON, PEYTON & BRASWELL L.L.P. 510 King Street, Suite 301 Alexandria, VA 22314 Phone: (703) 684-2000 Email: mtrainor@rpb-law.com Judy A. Robbins, U.S. Trustee, is represented by: Frank J. Bove, Esq. Michael Tully Driscoll, Esq. Joseph A. Guzinski, Esq. Bradley David Jones, Esq. Office of the United States Trustee About Gordon Properties, LLC Alexandria, Va.-based Gordon Properties, LLC, owns 39 condominium units in The 4600 Condominium, a high-rise apartment building with both residential and commercial units. Gordon Properties' ownership of these condos represents about a 20% interest in the Forty Six Hundred Condominium project -- http://foa4600.org/-- in Alexandria. Gordon also owns all of the equity of a subsidiary, Condominium Services, Inc., which operates as a condominium management company. Gordon Properties is owned by related family members, Bryan Sells, Mr. Sells' sister, Elizabeth Greenwell, and his cousins, Lindsay Wilson and Julia Langdon. The company was created in 2002 to take title to the Condo Units which had been held in a trust that was created under the will of Bryan Gordon following his death. Bryan Gordon was the grandfather of the four members of the Debtor. Gordon Properties sought Chapter 11 protection (Bankr. E.D. Va. Case No. 09-18086) on Oct. 2, 2009, and is represented by Donald F. King, Esq., at Odin, Feldman & Pittleman PC in Fairfax, Va. Gordon Properties disclosed $11.1 million in assets and $1.56 million in liabilities. Condominium Services filed its chapter 11 petition (Bankr. E.D. Va. 10-10581) on Jan. 26, 2010. It scheduled one creditor, the condominium association, with a disputed claim of $436,802. The association filed a proof of claim asserting a claim of $453,533. A second proof of claim was filed by the Internal Revenue Service for $1,955. According to its schedules, if both claims are allowed, it has a net deficit of about $426,900. CSI is wholly owned by Gordon Properties. In February 2012, Judge Mayer denied the motion of the association to substantively consolidate the chapter 11 bankruptcy cases of Gordon Properties and Condominium Services, Inc., the condominium management company. Gordon Properties and CSI opposed the motion. The two cases were previously administratively consolidated. GRAHAM GULF: Owner Agrees to Provide $1-Mil. DIP Financing ---------------------------------------------------------- Graham Gulf, Inc., seeks Bankruptcy Court permission to obtain $1,000,000 secured credit facility and to use cash collateral to pay employee obligations, critical vendor claims and other expenditures. Janson Graham, owner of the Debtor, has agreed to provide the Debtor secured credit facility bearing an interest rate of 3 percent per annum. The DIP Lender will be entitled to have priority over all other administrative claims and expenses, as provided in Section 364(c)(1) of the Bankruptcy Code. "Because the Debtor's available and projected liquidity is insufficient to fund their operations, the credit provided under the DIP Facility is necessary to preserve the value of the Debtor's estates for the benefit of all stakeholders," says Jeffery J. Hartley, Esq. at Helmsing, Leach, Herlong, Newman & Rouse, P.C., the Debtor's attorney. The Debtor also requests to use cash collateral securing its indebtedness to Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Bank, National Association, as Lead Arranger and Bookrunner, under a credit agreement dated as of March 13, 2014. The Debtor has funded debt outstanding of approximately $21,993,110 as of the Petition Date. According to the Debtor, Wells Fargo swept over $2,000,000 from its accounts receivable within the 45 days immediately preceding the Petition Date. Cash starved, the Debtor asserts it has no choice but to seek operating funds from an alternative source. About Graham Gulf Founded in 1996, Graham Gulf, Inc., operates 11 fast supply vessels designed specifically for providing a more efficient and cost-effective support for field production operations and remote drilling location services. Graham Gulf filed Chapter 11 bankruptcy petition (Bankr. S.D. Ala. Case No. 15-03065) on Sept. 18, 2015. The petition was signed by Janson Graham, the president and owner. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. Helmsing, Leach, Herlong, Newman & Rouse PC serves as the Debtor's counsel. GRAHAM GULF: Proposes to Pay $2 Million Critical Vendor Claims -------------------------------------------------------------- Graham Gulf, Inc., is asking for permission from the Bankruptcy Court to pay its prepetition obligation of certain vendors, suppliers, service providers in an amount not to exceed $1,500,000 on an interim basis and $2,000,000 on a final basis. The Debtor proposes to condition payments to Critical Vendors on each Critical Vendor's agreement to (i) accept that payment in satisfaction of all or a part of its Claim; (ii) continue to provide supplies or services to the Debtor during the Chapter 11 case consistent with those practices and programs; and (iii) waive lien rights it may hold in respect of prepetition obligations against a Debtor-owned vessel or property of the Debtor's customers. To operate its vessels, the Debtor purchases equipment, materials, supplies, goods, and other "necessaries" from a variety of vendors. These Critical Vendors furnish the Debtor with products fundamental to its operations without which the Debtor would be unable to operate its vessels, service its customers, or complete its projects. According to the Debtor, without these goods and services its business would suffer severe disruption, jeopardizing its ability to continue operating. About Graham Gulf Founded in 1996, Graham Gulf, Inc., operates 11 fast supply vessels designed specifically for providing a more efficient and cost-effective support for field production operations and remote drilling location services. Graham Gulf filed Chapter 11 bankruptcy petition (Bankr. S.D. Ala. Case No. 15-03065) on Sept. 18, 2015. The petition was signed by Janson Graham, the president and owner. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. Helmsing, Leach, Herlong, Newman & Rouse PC serves as the Debtor's counsel. GRAHAM GULF: Wants to Employ Helmsing Leach as Attorneys -------------------------------------------------------- Graham Gulf, Inc., seeks authority from the Bankruptcy Court to employ Helmsing, Leach, Herlong, Newman & Rouse, P.C. as its counsel to give legal advice with respect its and management of its property. The Debtor will pay the firm at these hourly rates: Jeffrey J. Hartley $305 Christopher T. Conte $255 Other Associates $225 Paralegals $105 Prior to the Petition Date, Helmsing received a retainer of $67,729. Jeffrey J. Hartley, Esq., of Helmsing Leach, assures the Court that neither he nor his firm has ever represented any of the parties involved in the Debtor's Chapter 11 bankruptcy case. About Graham Gulf Founded in 1996, Graham Gulf, Inc., operates 11 fast supply vessels designed specifically for providing a more efficient and cost-effective support for field production operations and remote drilling location services. Graham Gulf filed Chapter 11 bankruptcy petition (Bankr. S.D. Ala. Case No. 15-03065) on Sept. 18, 2015. The petition was signed by Janson Graham, the president and owner. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. Helmsing, Leach, Herlong, Newman & Rouse PC serves as the Debtor's counsel. GRAINGER FARMS: Bankruptcy Court Approves $11.3M Sale of Assets --------------------------------------------------------------- The Florida farmland picture got a bit clearer Sept. 25 with court approval of the sale of $11.3 million in assets, as part of the Chapter 11 proceedings for Grainger Farms, Inc., Grainger Land, LLC, and SamAnn Farms, LLC. The U.S. Bankruptcy Court's ruling confirmed the Sept. 17 auction of 1,151 acres of farmland. Murray Wise Associates marketed the land and managed the auction in cooperation with Crosby & Associates. A related auction of machinery, managed by Weeks Auction, added another $1.1 million to the total. "We accomplished what we had to do, and the auctions exceeded my expectations, thanks to the good work of Murray Wise Associates, Crosby & Associates, and Weeks Auction," said James Grainger II, president of Grainger Farms. "The money raised by the sale of the land and machinery will ensure the future of Grainger Farms, allowing us to continue operations," he added. The auction of the farmland in Hendry and Collier counties attracted a strong crowd of 80, including 36 registered bidders. Emerging as the high bidder for all the land was Gargiulo, Inc., which paid $11,320 per farmable acre. "Mr. Grainger is pleased, and the court has approved the sale, so we're delighted. We had a great turnout of bidders, including institutions and growers, resulting in a spirited competition. This is a healthy outcome for Mr. Grainger and for the economy of the area," said Ken Nofziger, president of Murray Wise Associates. Murray Wise Associates LLC, headquartered in Champaign, Illinois, is a national agricultural real estate marketing and financial advisory firm, with additional offices in Naples, Florida and Clarion, Iowa. Crosby & Associates, Inc. based in Winter Haven, Florida, markets land throughout Florida and surrounding states. Weeks Auction Co. Inc., based in Ocala, specializes in the sale of agricultural and industrial equipment through live and online auctions. Headquartered in Bradenton, Florida, Grainger Farms, Inc., is a tomato farm with land holdings in three Florida counties. Grainger Farms, Inc. (Bankr. M.D. Fla. Case No. 15-04671) and affiliates JRG Ventures,LLC (Bankr. M.D. Fla. Case No. 15-04672), Grainger Land, LLC (Bankr. M.D. Fla. Case No. 15-04673), SamAnn Farms, LLC (Bankr. M.D. Fla. Case No. 15-04674), and SamWes, LLC (Bankr. M.D. Fla. Case No. 15-04675) filed separate Chapter 11 bankruptcy petitions on May 4, 2015. The petitions were signed by James R. Grainger, II, president. GRASS VALLEY: GW Green Objects to Bid for Turnover Property ----------------------------------------------------------- GW Green Family Limited Partnership and State Bank of Southern Utah ask the United States Bankruptcy Court for the District of Utah, Central Division, to deny Grass Valley Holdings, L.P.'s motion to compel a custodian to turn over property of the estate. GW Green and State Bank assert that the title of the proposed order is objectionable because it uses the word "custodian" and therefore inaccurately implies that the Court found that GW Green was a custodian of the pre-petition rents. That is inaccurate, GW Green and the bank further assert. By its ruling the Court determined that the Debtor was not a custodian of the prepetition rents, which it had received and applied to the loans. Thus, the Court found that the rents collected postpetition were property of the bankruptcy estate pursuant to Section 541 of the Bankruptcy Code, not that GW Green was a custodian. Therefore, the Debtor's use of the word "custodian" in the caption of its Proposed Order is inaccurate, the creditors object. In response, the Debtor asks the Court to overrule the objection, explaining that the Objection takes issue with the title of the Order using the word "custodian" and that the it is not well-founded. The Motion very clearly asserted that the Green Partnership was a custodian of the Springville Property within the meaning of Section 1012(11)(C) as a receiver or agent under a contract that took charge of property of the Debtor, the Debtor argues. The listing of amounts received contained in the Green Partnership's objection to the Motion fails to account for what it did with the received funds, such as detailing how much was applied to the loan secured by the deed of trust against the property, how much went to expenses, and what those expenses were, the Debtor adds. The Debtor is represented by: Gary E. Jubber,Esq. Douglas J. Payne, Esq. FABIAN & CLENDENIN, a Professional Corporation 215 South State Street Suite 1200 Salt Lake City, Utah 84111 Tel: (801) 531-8900 Fax: (801) 596-2814 Email: gjubber@fabianlaw.com dyane@fabianlaw.com GW Green Family Limited Partnership and State Bank of Southern Utah are represented by: Steven W. Call, Esq. Elaine A. Monson, Esq. RAY QUINNEY & NEBEKER P.C. 36 South State Street, Suite 1400 P.O. Box 45385 Salt Lake City, UT 84145-0385 Tel: (801) 532-1500 Email: scall@rqn.com emonson@rqn.com Garth O. Green Enterprises, Inc., Michael Green and Wendy Green are represented by: Marcus R. Mumford, Esq. MUMFORD PC 405 South Main Street, Suite 975 Salt lake City, UT 84111 Tel: (801) 428-2000 Email: mrm@mumfordpc.com About Grass Valley Based in Springville, Utah, Grass Valley Holdings, L.P., is a holding company for real property located in Utah as well as an interest in real property located in Idaho Falls, Idaho. Grass Valley Holdings commenced a Chapter 11 bankruptcy case (Bankr. D. Utah Case No. 15-24513) in Salt Lake City, Utah, on May 15, 2015. The Debtor disclosed $21,478,874 in assets and $13,187,245 in liabilities as of the Chapter 11 filing. The case is assigned to Judge R. Kimball Mosier. The Debtor is represented by Gary E. Jubber, Esq., and Douglas J. Payne, Esq., at Fabian and Clendinin, in Salt Lake City. GRASS VALLEY: Needs Until Jan. 10 to File Plan ---------------------------------------------- Grass Valley Holdings, L.P., asks the United States Bankruptcy Court for the District of Utah, Central Division, to extend its exclusive period to file a plan through and including January 10, 2016, and its exclusive period to solicit acceptances of the plan through and including March 10, 2016. The Debtor explains that the extensions of the exclusive periods are intended to afford the Debtor a full and fair opportunity to rehabilitate its business and to negotiate and propose a reorganization plan without the disruption and deterioration of its business that might be caused by the filing of competing plans of reorganization by nondebtor parties. A termination of the Debtor's Exclusive Periods at this time would encourage the possible development of competing multiple plans that could lead to unwarranted confrontations, litigation and increased administrative costs, the Debtor asserts. The hearing to consider the extension request is scheduled for Oct. 13, 2015. The Debtor is represented by: Gary E. Jubber,Esq. Douglas J. Payne, Esq. FABIAN & CLENDENIN, A Professional Corporation 215 South State Street, Suite 1200 Salt Lake City, UT 84111 Tel: (801) 531-8900 Fax: (801) 596-2814 Email: gjubber@fabianlaw.com dyane@fabianlaw.com About Grass Valley Based in Springville, Utah, Grass Valley Holdings, L.P., is a holding company for real property located in Utah as well as an interest in real property located in Idaho Falls, Idaho. Grass Valley Holdings commenced a Chapter 11 bankruptcy case (Bankr. D. Utah Case No. 15-24513) in Salt Lake City, Utah, on May 15, 2015. The Debtor disclosed $21,478,874 in assets and $13,187,245 in liabilities as of the Chapter 11 filing. The case is assigned to Judge R. Kimball Mosier. The Debtor is represented by Gary E. Jubber, Esq., and Douglas J. Payne, Esq., at Fabian and Clendinin, in Salt Lake City. GREENWICH CAPITAL 2005-GG5: Moody's Ups Cl. A-J Debt Rating to Ba1 ------------------------------------------------------------------ Moody's Investors Service upgraded two classes, affirmed the ratings on six classes and downgraded one class of Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-GG5 as follows: Cl. A-M, Upgraded to Aaa (sf); previously on Mar 6, 2015 Affirmed A2 (sf) Cl. A-J, Upgraded to Ba1 (sf); previously on Mar 6, 2015 Affirmed B1 (sf) Cl. B, Affirmed Caa3 (sf); previously on Mar 6, 2015 Affirmed Caa3 (sf) Cl. C, Affirmed C (sf); previously on Mar 6, 2015 Affirmed C (sf) Cl. D, Affirmed C (sf); previously on Mar 6, 2015 Affirmed C (sf) Cl. E, Affirmed C (sf); previously on Mar 6, 2015 Affirmed C (sf) Cl. F, Affirmed C (sf); previously on Mar 6, 2015 Affirmed C (sf) Cl. G, Affirmed C (sf); previously on Mar 6, 2015 Affirmed C (sf) Cl. XC, Downgraded to Caa3 (sf); previously on Mar 6, 2015 Downgraded to B2 (sf) RATINGS RATIONALE The ratings on two P&I classes, Classes A-J and A-M, were upgraded based on increased credit support resulting from loan paydowns and amortization. The deal has paid down 68% since Moody's last review and Moody's expects additional credit support increases resulting from the payoff of loans approaching maturity that are well positioned to refinance. Loans constituting 50% of the pool have debt yields exceeding 9% that are scheduled to mature within the next six months. The ratings on six P&I classes, Classes B through G, were affirmed because the ratings are consistent with Moody's expected loss. The rating on the IO Class, Class XC, was downgraded due to a decline in the credit performance of its reference classes resulting from principal paydowns of higher quality reference classes. Moody's rating action reflects a base expected loss of 33.4% of the current balance compared to 15.4% at last review. The increase in base expected loss percentage is due to significant paydowns while the numeric base expected loss figure declined since last review. Moody's base plus realized loss now totals 12.1% compared to 12.9% at last review. The deal has paid down 68% since last review and 82% since securitization. Moody's provides a current list of base expected losses for conduit and fusion CMBS transactions on moodys.com at: http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255 FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING: The performance expectations for a given variable indicate Moody's forward-looking view of the likely range of performance over the medium term. Performance that falls outside the given range can indicate that the collateral's credit quality is stronger or weaker than Moody's had previously expected. Factors that could lead to an upgrade of the ratings include a significant amount of loan pay downs or amortization, an increase in the pool's share of defeasance or an improvement in pool performance. Factors that could lead to a downgrade of the ratings include a decline in the performance of the pool, loan concentration, an increase in realized and expected losses from specially serviced and troubled loans or interest shortfalls. The Credit Rating for Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-GG5 was assigned in accordance with Moody's existing Credit Rating Methodology entitled "Moody's Approach to Rating CMBS Large Loan/Single Borrower Transactions" published in July 2000. Please note that on August 6, 2015, Moody's released a Request for Comment, in which it has requested market feedback on potential revisions to its Credit Rating Methodology for the Large Loan and Singe Asset/Single Borrowers CMBS. If the revised Credit Rating Methodology is implemented as proposed, the Credit Rating on Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-GG5 may be positively affected. Please refer to Moody's Request for Comment, titled "Proposed Enhancements to Our Approach to Rating Large Loan and Single Asset/Single Borrower CMBS" for further details regarding the implications of the proposed Credit Rating Methodology revisions on certain Credit Ratings. DESCRIPTION OF MODELS USED Moody's review used the excel-based CMBS Conduit Model, which it uses for both conduit and fusion transactions. Credit enhancement levels for conduit loans are driven by property type, Moody's actual and stressed DSCR, and Moody's property quality grade (which reflects the capitalization rate Moody's uses to estimate Moody's value). Moody's fuses the conduit results with the results of its analysis of investment grade structured credit assessed loans and any conduit loan that represents 10% or greater of the current pool balance. Moody's uses a variation of Herf to measure the diversity of loan sizes, where a higher number represents greater diversity. Loan concentration has an important bearing on potential rating volatility, including the risk of multiple notch downgrades under adverse circumstances. The credit neutral Herf score is 40. The pool has a Conduit Loan Herf of 7 compared to 19 at last review. When the Herf falls below 20, Moody's uses the excel-based Large Loan Model and then reconciles and weights the results from the conduit and large loan models in formulating a rating recommendation. The large loan model derives credit enhancement levels based on an aggregation of adjusted loan-level proceeds derived from Moody's loan-level LTV ratios. Major adjustments to determining proceeds include leverage, loan structure, property type and sponsorship. Moody's also further adjusts these aggregated proceeds for any pooling benefits associated with loan level diversity and other concentrations and correlations. DEAL PERFORMANCE As of the September 14, 2015 distribution date, the transaction's aggregate certificate balance has decreased by 82% to $762.7 million from $4.3 billion at securitization. The certificates are collateralized by 32 mortgage loans ranging in size from less than 1% to 26% of the pool, with the top ten loans constituting 83% of the pool. There are no longer any loans with investment-grade structured credit assessments or defeased loans. Eighteen loans, constituting 56% of the pool, are on the master servicer's watchlist. The watchlist includes loans that meet certain portfolio review guidelines established as part of the CRE Finance Council (CREFC) monthly reporting package. As part of Moody's ongoing monitoring of a transaction, the agency reviews the watchlist to assess which loans have material issues that could affect performance. Forty-three loans have been liquidated from the pool, resulting in an aggregate realized loss of $251.9 million (for an average loss severity of 38%). Thirteen loans, constituting 43% of the pool, are currently in special servicing. The largest specially serviced loan -- formerly known as the Schron Industrial Portfolio ($199.8 million -- 26.2% of the pool) -- is secured by a 2.9 million square foot (SF) portfolio of 12 industrial real estate owned (REO) properties. Originally a 6.2 million SF portfolio of 36 industrial properties located across 15 US states, the servicer has sold 24 properties of the portfolio. Moody's analysis considers adverse selection in its value estimate for the remaining assets in the portfolio. The other 12 specially serviced loans are secured by a mix of property types. Moody's estimates an aggregate $210.6 million loss for the specially serviced loans (64% expected loss on average). Moody's has assumed a high default probability for three poorly performing loans, constituting 6% of the pool, and has estimated an aggregate loss of $7.8 million (a 17% expected loss based on a 66% probability default) from these troubled loans. Moody's received full year 2014 operating results for 97% of the pool, and partial year 2015 operating results for 81% of the pool. Moody's weighted average conduit LTV is 108%, compared to 94% at Moody's last review. Moody's conduit component excludes loans with structured credit assessments, defeased and CTL loans, and specially serviced and troubled loans. Moody's net cash flow (NCF) reflects a weighted average haircut of 19% to the most recently available net operating income (NOI). Moody's value reflects a weighted average capitalization rate of 9.2%. Moody's actual and stressed conduit DSCRs are 1.20 and 1.11X, respectively, compared to 1.45X and 1.18X at last review. Moody's actual DSCR is based on Moody's NCF and the loan's actual debt service. Moody's stressed DSCR is based on Moody's NCF and a 9.25% stress rate the agency applied to the loan balance. The top three conduit loans represent 39% of the pool balance. The largest conduit loan is the JQH Hotel Portfolio A ($176.2 million -- 23.1% of the pool). The loan is secured by a portfolio of eight full-service hotels. The portfolio benefits from location diversity (hotels are located across eight states) and flag diversity (six hotel flags). Portfolio performance has been stable and the loan benefits from amortization. Moody's LTV and stressed DSCR are 114% and, 1.05X, respectively, compared to 115% and 1.03X at last review. The second largest conduit loan is the JQH Hotel Portfolio B ($98.4 million -- 12.9% of the pool), which represents a 45.6% pari passu interest in a $215.5 million mortgage loan. The loan is secured by a portfolio of eight full-service hotels. The portfolio benefits from location diversity (hotels are located across eight states) and flag diversity (five hotel flags). Portfolio performance has been stable and the loan benefits from amortization. Moody's LTV and stressed DSCR are 118% and, 1.01X, respectively, compared to 119% and 1.0X at last review. The third largest loan is the Centra Portfolio Loan ($24.0 million -- 3.1% of the pool), which is secured by four Las Vegas, Nevada office buildings totaling 199,903 square feet. The properties were 67% leased as of June 2015 compared to 77% as of year-end 2014. Moody's LTV and stressed DSCR are 111% and 0.92X, respectively, compared to 113% and 0.9X at last review. GREYSTONE LOGISTICS: Reports Audited Results for Corporate Yearend ------------------------------------------------------------------ Greystone Logistics, Inc. reported sales of $22,293,922 for the year ended May 31, 2015, compared to $23,449,936 for the prior year. For the year ended May 31, 2015, the company reported net income of $609,569 compared to net income of $3,131,626 for the prior year. Net income available to common shareholders was $57,565, $0.00 per share, and $2,606,063, $0.10 per share, for the year ended May 31, 2015 and 2014, respectively. Net income for the year ended May 31, 2014, included a tax benefit of $1,040,000 due to an adjustment to reduce the valuation allowance to fully recognize the benefits from net operating losses as a deferred tax asset while net income for the year ended May 31, 2015, included a provision for taxes of $430,763. "The entire operating entity at Greystone is tremendously encouraged by the advances made this past corporate year," stated Warren Kruger, CEO. Kruger continued, 'Our 1/2 barrel keg pallet has proven a success and the newly developed 1/2 and 1/4 barrel pallet is testing well and should generate revenue this corporate year. We have recently completed production of a warehouse pallet for Sutter Home Family Vineyards for their automated operation. Our new generation lighter-weight 100% recycled plastic 48x40 pallet that hits weight requirements with OSHA has been given high marks at many testing facilities in the U.S. and one significant customer has begun buying copious amounts for tests within their organization. Nestable pallet sales continue to expand and we have two new molds being fabricated at our mold maker for new lines we are adding. We have begun toll processing resin for a customer on a long term basis which will throw off a burgeoning revenue stream. One of our major clients took less product this corporate year than projected which put a damper on top line sales and our bottom line. We are continuing to broaden our base of products and customers to eliminate this type of surprise in the future. Corporately, we paid down $1.8 million in debt and have invested in plant, equipment, and our operational efficiencies to prepare ourselves for future continued success." On July 23, 2015, the Iowa Recycling Association awarded the Murray J Fox Innovation Award to Greystone Manufacturing, L.L.C., the operating subsidiary of Greystone Logistics, Inc. The president of the Association stated, "the Murray J. Fox Recycling Innovation Award is considered the most prestigious of our awards! Greystone Manufacturing clearly can identify with the intent and spirit of the Award." Murray Fox is one of the founding fathers of the National Recycling Coalition (NRC), an organization dedicated to promoting recycling and is currently a Life Member and an Honorary Board Member. About Greystone Logistics Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB - News) -- http://www.greystonelogistics.com/-- manufactures and sells plastic pallets through its wholly owned subsidiary, Greystone Manufacturing, LLC. Greystone sells its pallets through direct sales and a network of independent contractor distributors. Greystone also sells its pallets and pallet leasing services to certain large customers direct through its President, Senior Vice President of Sales and Marketing and other employees. As of May 31, 2015, the Company had $14.4 million in total assets, $15.5 million in total liabilities and a total deficit of $1.1 million. HAGGEN HOLDINGS: Plans to Exit Pacific Southwest Market in 60 Days ------------------------------------------------------------------ Haggen Holdings, LLC, will exit the Pacific Southwest market and realign its operations around 37 core stores and one stand-alone pharmacy in the Pacific Northwest as part of the Chapter 11 process. As part of its previously announced plan to right-size the Company, Sagent Advisors, LLC, has been working to explore market interest for its store locations in California, Arizona, Oregon, Washington and Nevada. The Company is asking the Bankruptcy Court for approval to conduct store closing sales. All employees of the non-core stores and the Pacific Southwest support office will receive a 60-day notice of the pending store and office closures. During this process, all stores will remain open. Employees will continue to receive their pay and benefits through the normal course of business as previously approved by the court. The Company says it is supportive of employees securing work elsewhere and is continuing to work with Albertson's in its request for the Federal Trade Commission to waive the restriction in the FTC order which restricts the hiring of the Company's employees. Because this is a modification of an order entered by the FTC, the waiver will require Commission approval, which the FTC staff is seeking to obtain on an expedited basis. This has been a priority for the Company's management to ensure its employees can take advantage of every opportunity available to them. A list of the stores affected is available at: http://is.gd/EfbOiJ The Company intends to re-build its operations around a core group of successful stores made up of 37 stores in the Pacific Northwest. The core stores include 16 of the Company's historical stores, one stand alone pharmacy and 21 stores acquired in the 2015 Albertson's transaction. The Company's historical stores have seen strong sales growth over the past year. The 21 newly-acquired stores have proven successful under the Company banner and the Company anticipates they will continue to see increased customer counts and sales growth as the Company continues its original mission of adding more fresh, local, and exclusive items to these new stores and expanding on its successful Pacific Northwest strategy. "Haggen plans to continue to build its brand in partnership with its dedicated corporate support and store teams. Haggen has a long record of success in the Pacific Northwest and these identified stores will have the best prospect for ongoing excellence," said John Clougher, Chief Executive Officer of Haggen Pacific Northwest. "Although this has been a difficult process and experience, we will remain concentrated in the Pacific Northwest where we began, focusing on fresh Northwest products and continuing our support and involvement in the communities we serve." About Haggen Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del., Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015. The petitions were signed by Blake Barnett as chief financial officer. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. The Debtors have estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. HDGM ADVISORY: Needs Until Dec. 27 to Solicit Plan Acceptances -------------------------------------------------------------- HDGM Advisory Services, LLC, et al., ask the United States Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, to extend their exclusive period to solicit acceptances to their Joint Chapter 11 Plan of Reorganization through and including December 27, 2015. The Debtors believe that the fourth requested extension is consistent with sound case management, and will allow Debtors' management and other parties in interest, namely the Examiner and other creditor constituencies, adequate time to investigate claims against Harold Garrison and others and to obtain recoveries therefrom. The Debtors seek a 90-day extension of exclusivity to finalize multiple party negotiations, document deals, if any, and to prosecute a Plan or global settlement arrangement and dismissal here. The Debtors are represented by: Michael W. Hile, Esq. Christine K. Jacobson, Esq. Henry Mestetsky, Esq. KATZ & KORIN, PC 334 North Senate Avenue Indianapolis, Indiana 46204-1708 Tel: (317) 464-1100 Fax: (317) 464-1111 Email: mhile@katzkorin.com cjacobson@katzkorin.com hmestetsky@katzkorin.com About HDGM Advisory Services HDGM Advisory Services, LLC ("MAS") and HDG Mansur Investments Services, Inc. ("MISI") invest in and develop real estate around the world. They also provided management and investment services to real estate funds that were set up as an investment vehicle for religious Muslims. MISI developed Finzels Reach, a real estate development in Bristol England. MAS and MISI are directly or indirectly owned by Harold D. Garrison, who is also a debtor in possession in a separate chapter 11 case. MAS and MISI sought Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on May 21, 2014. On May 28, 2014, the Hon. James M. Carr directed the joint administration the cases, under the lead case -- HDGM Advisory, Case No. 14-04797. MAS disclosed $20.3 million in assets and $7.99 million in liabilities as of the Chapter 11 filing. MISI disclosed $20.4 million in assets and $12.4 million in liabilities. According to a court filing, the Debtors don't have any secured creditors. The Debtors have tapped Michael W. Hile, Esq., and Christine K. Jacobson, Esq., at Katz & Korin PC, as counsel. An affiliate of the Debtors, Hamilton Proper Partners Golf Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind. Case No. 14-00461) on Jan. 24, 2014. On Nov. 10, 2014, Debtors filed their First Amended Joint Plan of Reorganization and their Disclosure Statement. In the Amended Plan, the Debtors proposed that their estates be liquidated by a Liquidating Trust that would liquidate assets and claims and distribute recoveries in accord with the practices of the Bankruptcy Code. HEI INC: Court Confirms Plan of Liquidation ------------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court confirmed HEI Inc.'s Chapter 11 Plan of Liquidation. According to documents filed with the Court, "The Plan creates a Liquidating Fund and assigns a Liquidating Agent to undertake the continuing post-confirmation sale of all of the Debtor's remaining assets (including the Victoria Property), the resolution of claims, the pursuit of any Avoidance Claims and Causes of Action, the distribution of proceeds to the holders of Allowed claims, and such other actions as are necessary to wind down the Debtor's business. Allowed claims will be paid from cash on hand the proceeds of sales, and any net recoveries from Avoidance Claims and other Causes of Action. The Debtor has said its Plan facilitates the most efficient and timely liquidation of remaining assets well as the fastest distribution of proceeds to creditors. The Debtor believes that the Liquidating Agent has the familiarity with the Debtor's assets and the liquidation expertise needed to realize the maximum value for the remaining assets in a reasonable period of time. Furthermore, the Plan provides a mechanism for interim distributions to holders of Allowed claims that will allow them to receive distributions as soon as practicable. About HEI Inc. HEI, Inc., an electronic manufacturing service provider, filed a Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 15-40009) in Minneapolis, Minnesota, on Jan. 4, 2015, listing $15 million in assets. It is represented by James L. Baillie, Esq., James C. Brand, Esq. and Sarah M. Olson, Esq. at Fredrikson & Byron, P.A. in Minneapolis, MN; Alliance Management as business and financial consultant; and Winthrop & Weinstine, P.A., as special counsel. The case is assigned to Judge Kathleen H. Sanberg. On Jan. 9, 2015, the Office of the United States Trustee appointed an Official Committee of Unsecured Creditors comprised of: (a) Teamvantage Molding LLC; (b) Watson-Marlow, Inc.; and (c) the Vergent Products. The United States Trustee has designated Cathy Longtin of Teamvantage Molding LLC as acting chairperson, and the Committee selected Ms. Longtin as permanent chairperson. HERCULES OFFSHORE: Alvarez & Marsal Approved as Financial Advisor ----------------------------------------------------------------- The Hon. Kevin L. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Hercules Offshore, Inc., et al., to employ Alvarez & Marsal North America, LLC, together with employees of its affiliates, its wholly owned subsidiaries, and independent contractors, to serve as financial advisors to the Debtors, nunc pro tunc to the Petition Date. A&M is expected to, among other things: (i) assist with all post-filing reports and disclosures and other work pertaining to the Company's exit from Chapter 11; (ii) assist in preparation of reports and liaison with creditors, as requested; and (iii) report to the board of directors as desired or directed by the responsible officer(s). A&M hourly billing rates are: Financial Advisory: Managing Directors $750 - $950 Directors $550 - $750 Analysts/Associates $350 - $550 Claims Management Services: Managing Directors $700 - $750 Directors $500 - $650 Analysts/Consultants $325 - $500 A&M received $150,000 as a retainer in connection with preparing for and conducting the filing of the cases. In the 90 days prior to the Petition Date, A&M received retainers and payments totaling $457,298 in for services performed for the Debtors. A&M said that the unapplied residual retainer, which is estimated to total approximately $80,000, will not be segregated by A&M in a separate account, and will be held until the end of these Chapter 11 cases and applied to A&M's finally approved fees in the proceedings. To the best of the Debtors' knowledge, A&M is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Hercules Offshore Headquartered in Houston, Hercules Offshore, Inc. -- http://www.herculesoffshore.com/-- operates a fleet of 27 jackup rigs, including one rig under construction, and 21 liftboats. The Company offers a range of services to oil and gas producers to meet their needs during drilling, well service, platform inspection, maintenance, and decommissioning operations in several key shallow water provinces around the world. On Aug. 13, 2015 Hercules Offshore and 14 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11685) in the U.S. Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Kevin J. Carey. The Debtors tapped Baker Botts LLP as counsel; Morris, Nichols, Arsht & Tunnell, as local counsel; Andrews Kurth LLP, as general corporate counsel; Lazard Freres & Co. LLC, as investment banker, Alvarez & Marsal, as restructuring advisor; and Prime Clerk, LLC, as claims and noticing agent. The Steering Group of Holders of Senior Notes is represented by Akin Gump Strauss Hauer & Feld LLP's Arik Preis, Esq., and Michael S. Stamer, Esq. HERO disclosed $546 million in assets and $1.306 billion in debt as of Aug. 11, 2015. * * * The Debtors on the Petition Date filed a pre-packaged Chapter 11 plan that would convert $1.2 billion of outstanding senior notes to 96.9% of new common equity. HERCULES OFFSHORE: Lazard Freres Approved as Investment Banker -------------------------------------------------------------- The Hon. Kevin L. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Hercules Offshore, Inc., et al., to employ Lazard Freres & Co. LLC as investment banker nunc pro tunc to the Petition Date. Lazard is expected to, among other things: (a) review and analyze the Debtors' business, operations and financial projections; (b) evaluate the Debtors' potential debt capacity in light of its projected cash flows; and (c) assist in the determination of a capital structure for the Debtors. The fee structure of Lazard includes: (a) a monthly fee of $150,000; (b) an in-court restructuring fee equal to $7,000,000 upon consummation of any restructuring consummated after the commencement of the cases; and (c) a fee of 0.5% of the face value of such financing raised upon consummation of the financing; The Debtors intend that Lazard's services will complement, and not duplicate, the services to be rendered by any other professional retained by the Debtors in the cases. Prior to the Petition Date, the Debtors paid Lazard $750,000 in fees and $11,705 in expenses for prepetition services rendered and expenses incurred, in accordance with the Engagement Letter. Lazard has no claims against any Debtor on account of any fees or expenses that accrued prior to the Petition Date and, therefore, is not a creditor of the Debtors. To the best of the Debtors' knowledge Lazard is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Hercules Offshore Headquartered in Houston, Hercules Offshore, Inc. -- http://www.herculesoffshore.com/-- operates a fleet of 27 jackup rigs, including one rig under construction, and 21 liftboats. The Company offers a range of services to oil and gas producers to meet their needs during drilling, well service, platform inspection, maintenance, and decommissioning operations in several key shallow water provinces around the world. On Aug. 13, 2015 Hercules Offshore and 14 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11685) in the U.S. Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Kevin J. Carey. The Debtors tapped Baker Botts LLP as counsel; Morris, Nichols, Arsht & Tunnell, as local counsel; Andrews Kurth LLP, as general corporate counsel; Lazard Freres & Co. LLC, as investment banker, Alvarez & Marsal, as restructuring advisor; and Prime Clerk, LLC, as claims and noticing agent. The Steering Group of Holders of Senior Notes is represented by Akin Gump Strauss Hauer & Feld LLP's Arik Preis, Esq., and Michael S. Stamer, Esq. HERO disclosed $546 million in assets and $1.306 billion in debt as of Aug. 11, 2015. * * * The Debtors on the Petition Date filed a pre-packaged Chapter 11 plan that would convert $1.2 billion of outstanding senior notes to 96.9% of new common equity. HERCULES OFFSHORE: Prime Clerk Approved as Administrative Advisor ----------------------------------------------------------------- The Hon. Kevin L. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Hercules Offshore, Inc., et al., to employ Prime Clerk LLC as administrative advisor nunc pro tunc to the Petition Date. The Debtors was also authorized to appoint Prime Clerk as claims and noticing agent. Prime Clerk is expected to, among other things: (1) assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders; (2) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith to the extent required; and (3) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results. To the best of the Debtors' knowledge, Prime Clerk is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Hercules Offshore Headquartered in Houston, Hercules Offshore, Inc. -- http://www.herculesoffshore.com/-- operates a fleet of 27 jackup rigs, including one rig under construction, and 21 liftboats. The Company offers a range of services to oil and gas producers to meet their needs during drilling, well service, platform inspection, maintenance, and decommissioning operations in several key shallow water provinces around the world. On Aug. 13, 2015 Hercules Offshore and 14 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11685) in the U.S. Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Kevin J. Carey. The Debtors tapped Baker Botts LLP as counsel; Morris, Nichols, Arsht & Tunnell, as local counsel; Andrews Kurth LLP, as general corporate counsel; Lazard Freres & Co. LLC, as investment banker, Alvarez & Marsal, as restructuring advisor; and Prime Clerk, LLC, as claims and noticing agent. The Steering Group of Holders of Senior Notes is represented by Akin Gump Strauss Hauer & Feld LLP's Arik Preis, Esq., and Michael S. Stamer, Esq. HERO disclosed $546 million in assets and $1.306 billion in debt as of Aug. 11, 2015. * * * The Debtors on the Petition Date filed a pre-packaged Chapter 11 plan that would convert $1.2 billion of outstanding senior notes to 96.9% of new common equity. HERCULES OFFSHORE: Wins Confirmation of $1.2BB Debt-for-Equity Plan ------------------------------------------------------------------- Peter Hall at Bankruptcy Law360 reported that Hercules Offshore Inc. won a Delaware bankruptcy judge's confirmation on Sept. 24, 2015, of a prearranged Chapter 11 plan to exchange $1.2 billion in senior noteholder debt for equity in the reorganized company. U.S. Bankruptcy Judge Kevin J. Carey's confirmation of the plan comes less than 45 days after Hercules filed for court protection, joining numerous energy industry companies that have entered bankruptcy in the wake of a sharp decline in oil prices. About Hercules Offshore Headquartered in Houston, Hercules Offshore, Inc. -- http://www.herculesoffshore.com/-- operates a fleet of 27 jackup rigs, including one rig under construction, and 21 liftboats. The Company offers a range of services to oil and gas producers to meet their needs during drilling, well service, platform inspection, maintenance, and decommissioning operations in several key shallow water provinces around the world. On Aug. 13, 2015 Hercules Offshore and 14 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11685) in the U.S. Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Kevin J. Carey. The Debtors tapped Baker Botts LLP as counsel; Morris, Nichols, Arsht & Tunnell, as local counsel; Andrews Kurth LLP, as general corporate counsel; Lazard Freres & Co. LLC, as investment banker, Alvarez & Marsal, as restructuring advisor; and Prime Clerk, LLC, as claims and noticing agent. The Steering Group of Holders of Senior Notes is represented by Akin Gump Strauss Hauer & Feld LLP's Arik Preis, Esq., and Michael S. Stamer, Esq. HERO disclosed $546 million in assets and $1.306 billion in debt as of Aug. 11, 2015. * * * The Debtors on the Petition Date filed a pre-packaged Chapter 11 plan that would convert $1.2 billion of outstanding senior notes to 96.9% of new common equity. HII TECHNOLOGIES: Files for Chapter 11 to Auction Off Assets ------------------------------------------------------------ Publicly-traded oilfield services company HII Technologies, Inc., and four of its affiliates sought Chapter 11 bankruptcy protection in Texas to sell their hard assets and technology-related distribution agreements. According to papers filed with the Court, the Debtors have ceased revenue generating operations. The Debtors intend to hire an auctioneer for their assets and plan an auction process that will maximize the value of the assets. The sale process is planned to take about 45-60 days, with an auction expected to be held within the last week of October or first week of November. Court papers show that HII Technologies had been in discussion with a number of parties that are interested in utilizing the Company's public shell for their ongoing businesses. The Company is currently evaluating letters of intent with various parties. According to the minutes of meeting of the Board of Directors held on Sept. 14, 2015, the Company plans to form of a liquidating trust which would pursue all causes of action on behalf of the debtors-in-possession. Current potential causes of actions expected to be pursued by the liquidating trust include avoidance/preference actions, suit against Hamilton Investment Group related to the Company's acquisition of Hamilton in August 2014, as well as actions related to certain improper business opportunities of the Company and its subsidiaries. HII Technologies entered into a lending agreement with Heartland Bank and Mclarty Capital Partners, with Heartland acting as agent on Aug. 12, 2014, establishing a $6 million accounts receivable purchased agreement lien of credit and a $12 million term loan. The new term loan was sought to pay for the $9 million cash payment due at closing for the Hamilton Investment Group acquisition, expenses and for working capital. As of the Petition Date, the Debtors owed $10,292,897 under the Prepetition Credit Agreement and $890,680 under the Prepetition A/R Agreement. The Debtors were in default of their loan agreements by February 2015. The Company engaged Roth Capital, broker dealer, to assist in raising new capital via a private placement in an effort to help resolve the Company's default issues related to EBITDA results and other covenants. Despite the preferred equity raise of $3.05 million, the Debtors were quickly back in default. During 2015, the oilfield services market continued to decline in activity and pricing. Consecutive losses at HII Technologies developed monthly in 2015. The Company shut down non-profitable divisions and areas with an objective to move its idle equipment to remaining active areas including the Permian basin in West Texas. MCP and Heartland have agreed to provide $500,000 in new money funding and refinance approximately $11.2 million in prepetition debt to effectuate an orderly wind-down of the business and to executive an open sale process. The Debtors relate they may propose a plan of reorganization if feasible. However, a Plan is not guaranteed as the DIP Lenders are only agreeing to fund a loan for a sale of their assets. Concurrently with the filing of the petitions, the Debtors are also seeking Court permission to, among other things, reject leases, continue maintaining bank accounts, and obtain post-petition financing. A copy of the declaration in support of the First Day Motions is available for free at: http://bankrupt.com/misc/10_HII_Declaration.pdf About HII Technologies HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. proposed lead case No. 15-60070) on Sept. 18, 2015. Judge David R Jones is assigned to the cases. HII Technologies (HIITQ) is a publicly-traded oilfield services company which entered the hydraulic fracturing water management business via acquisition of Apache Energy Services dba AES Water Solutions in September 2012. HII Technologies currently has only one employee, its CEO, Matt Flemming. HII Technologies reported assets of $17.6 million and liabilities of $26.5 million as of July 31, 2015. The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius Ross, Inc. for management and restructuring services. HII TECHNOLOGIES: Has $12M DIP Agreement with MCP & Heartland ------------------------------------------------------------- HII Technologies, Inc., et al., seek permission from the Bankruptcy Court to enter into a secured super-priority term loan facility with McLarty Capital Partners SBIC, L.P., and Heartland Bank, as lenders, comprising of: (a) up to $500,000 in respect of new money funding; and (b) a dollar-for-dollar roll-up of $11.5 million in respect of outstanding loans and obligations under the Prepetition Credit Agreement and Prepetition A/R Agreement. The DIP Agent and the DIP Lenders will be granted super-priority administrative expense claims in respect of the DIP Loans. "Without access to the DIP Facility, the Debtors would be forced to cease operating, which would result in immediate and irreparable harm to their businesses and assets by depleting going concern value," asserts Hugh M. Ray, III, Esq., at McKool Smith, P.C., counsel to the Debtors. "Because the Debtors' available and projected liquidity is insufficient to fund a plan, the credit provided under the DIP Facility is necessary to preserve the value of the Debtors' estates for the benefit of all stakeholders," he adds. Interest on the DIP Loans will be payable monthly in arrears in cash. The outstanding principal amount of all DIP Loans will bear interest rate equal to the existing rate under the Prepetition Credit Agreement, which is 13.75%. Default Rate is 2.00% additional per annum interest payable on demand in cash. The Debtors also seek permission to use cash collateral of the Lenders. The Debtors said they will use cash to, among other things, procure goods and services from vendors, pay their employee/officer, pay for insurance, and satisfy other needs during the cases. "Without the ability to use Cash Collateral for such purposes, the Debtors will not be able to participate in the plan and sale process, and will suffer immediate and irreparable harm to the detriment of all creditors and other parties in interest," says Mr. Ray. As of the Petition Date, the Debtors were indebted to the Prepetition Lenders and Prepetition Agents in the approximate amount of$10,292,897 under the Prepetition Credit Agreement and $890,680 under the Prepetition A/R Agreement. About HII Technologies HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. proposed lead case No. 15-60070) on Sept. 18, 2015. Judge David R Jones is assigned to the cases. HII Technologies (HIITQ) is a publicly-traded oilfield services company which entered the hydraulic fracturing water management business via acquisition of Apache Energy Services dba AES Water Solutions in September 2012. HII Technologies currently has only one employee, its CEO, Matt Flemming. HII Technologies reported assets of $17.6 million and liabilities of $26.5 million as of July 31, 2015. The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius Ross, Inc. for management and restructuring services. HII TECHNOLOGIES: Seeks Joint Administration of Bankruptcy Cases ---------------------------------------------------------------- HII Technologies, Inc., et al., have asked the Bankruptcy Court to jointly administer their cases under 15-60070. "Joint administration of these cases will save considerable time and expense for the Debtors, their estates, the United States Trustee, and this Court," says Hugh M. Ray, III, Esq., at McKool Smith, P.C., counsel to the Debtors. "The Debtors share employees and premises from which they conduct their business operations, have common operating methods, and share financing obligations," he maintains. The Debtors aver that creditors will not be adversely affected by joint administration as they are not seeking substantive consolidation. Each creditor will be required to file a claim against a particular Debtor's estate, separate claims registers will be maintained, and each estate's assets will be subject to only the claims of creditors of that estate. About HII Technologies HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. proposed lead case No. 15-60070) on Sept. 18, 2015. Judge David R Jones is assigned to the cases. HII Technologies (HIITQ) is a publicly-traded oilfield services company which entered the hydraulic fracturing water management business via acquisition of Apache Energy Services dba AES Water Solutions in September 2012. HII Technologies currently has only one employee, its CEO, Matt Flemming. HII Technologies reported assets of $17.6 million and liabilities of $26.5 million as of July 31, 2015. The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius Ross, Inc. for management and restructuring services. HYDROCARB ENERGY: Kent Watts Reports 23.5% Equity Stake ------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Kent P. Watts disclosed that as of June 10, 2015, he beneficially owns 6,322,509 shares of Hydrocarb Energy Corporation's outstanding common stock, consisting of 4,316,953 shares of common stock and 1,488,889 shares of common stock issuable upon conversion of $3.52 million of Convertible Promissory Notes held by Mr. Watts (not including any accrued and unpaid interest on such notes, which notes are convertible into common stock at the rate of $4 per share ($3.0 million) and $0.75 per share ($0.52 million)). The amount of shares Mr. Watts owns represents 23.5 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/TJBPPJ About Hydrocarb Energy Hydrocarb Energy, formerly known as Duma Energy Corp, is a publicly-traded Domestic and International energy exploration and production company targeting major under-explored oil and gas projects in emerging, highly prospective regions of the world. With exploration concessions in Africa, production in Galveston Bay and Oil Field Services in the United Arab Emirates, the Company maintain offices in Houston, Texas, Abu Dhabi, UAE and Windhoek, Namibia. Hydrocarb Energy reported a net loss of $6.55 million on $5.06 million of revenues for the year ended July 31, 2014, compared to a net loss of $37.5 million on $7.07 million of revenues for the year ended July 31, 2013. As of April 30, 2015, the Company had $27.6 million in total assets, $24.2 million in total liabilities and $3.4 million in total equity. "A decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise additional capital for our operations. Because our operations to date have been largely financed through the sale of equity securities, a decline in the price of our common stock could have an adverse effect upon our liquidity and our continued operations. A reduction in our ability to raise equity capital in the future could have a material adverse effect upon our business plan and operations, including our ability to continue our current operations," the Company stated in its annual report for the year ended July 31, 2014. IDERA INC: Moody's Assigned B3 Corporate Family Rating ------------------------------------------------------ Moody's Investors Service assigned a B3 Corporate Family Rating ("CFR") and B3-PD Probability of Default Rating ("PDR") to Idera, Inc. ("Idera") while placing a B2 rating on the company's proposed first lien credit facilities and a Caa2 rating on the proposed second lien term loan. The rating action follows the announcement of the company's pending acquisition of Embarcadero Technologies, Inc. ("Embarcadero"). Proceeds of the debt financing will be used to partially fund the purchase transaction as well as refinance Idera's existing borrowings. The ratings outlook is stable. RATINGS RATIONALE The B3 CFR reflects the credit risks associated with Idera's relatively small revenue base and narrow market focus, high debt/EBITDA leverage (Moody's adjusted) and integration challenges associated with the Embarcadero acquisition which will more than double the company's size. Moody's expects debt leverage to approximate 6.0x by the end of FY16 (ending March) and decline by roughly 0.2x in the following year driven by modest debt amortization and projected EBITDA expansion. The rating also factors in a somewhat limited equity cushion and the potential for the company to pursue acquisitions and shareholder distributions over the intermediate term which could constrain deleveraging efforts. However, the risks associated with Idera's credit profile are partially offset by the combined company's largely recurring revenue base and a wide-ranging product suite that helps database and system administrators and other application users improve the overall availability and performance of their information technology (IT) systems. Idera's top-line predictability is also bolstered by high client retention rates among a global, highly diversified customer footprint and the company's strong overall competitive position within its targeted market for third party database diagnostic tools and complementary application monitoring and development products. Furthermore, Idera's management team's demonstrated track record of realizing cost efficiencies, coupled with modest capital expenditure requirements, should allow the company to generate positive free cash flow (FCF) in FY16 with FCF/debt rising to over 5% by FY17. Idera's FCF generation prospects, coupled with cash on the company's balance sheet and an undrawn $25 million revolver, support Idera's good liquidity position. The revolving credit facility will have a springing covenant, which is not expected to be in effect over the next 12-18 months, as excess availability should remain above minimum levels. The stable ratings outlook reflects Moody's projection for mid-single digit pro forma annual revenue growth, on an average basis, for the combined company through FY17 as Idera benefits from maintenance renewals and pricing as well as more modest growth in license revenues from its existing business and Embarcadero's product suite. The company is also well positioned to capitalize on a number of identifiable cost reduction initiatives, although initial costs associated with the implementation of these synergies could limit margin improvement over the near term. What Could Change the Rating - Up The ratings could be upgraded if Idera smoothly integrates Embarcadero and effectively expands revenues and EBITDA such that adjusted leverage and FCF/debt are expected to be sustained under 6x and at about 5%, respectively. What Could Change the Rating - Down The ratings could be lowered if revenue contracts materially from current levels and the company begins to generate free cash flow deficits leading to expectations for diminished liquidity. Assignments: Issuer: Idera, Inc. -- Corporate Family Rating- B3 -- Probability of Default Rating- B3-PD -- Senior Secured Revolving Credit Facility due 2020-- B2 (LGD3) -- Secured First Lien Term Loan due 2022 -- B2 (LGD3) -- Senior Secured Second Lien Term Loan due 2023 -- Caa2 (LGD5) Outlook: Stable The principal methodology used in these ratings was Global Software Industry published in October 2012. Please see the Credit Policy page on www.moodys.com for a copy of this methodology. Idera, owned by TA Associates, is a leading provider of third party database management and monitoring tools. The company's pending acquisition of Embarcadero will create a pure-play database-centric software provider with complementary performance monitoring and application development tools. IDERA INC: S&P Assigns 'B' CCR & Rates $325MM Facility 'B' ---------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Houston-based Idera Inc. The outlook is negative. "At the same time, we assigned our 'B' issue-level rating and '3' recovery rating to the company's $325 million first-lien credit facility, consisting of a $25 million revolving credit facility due 2020 and a $300 million first-lien term loan due 2022. The '3' recovery indicates our expectation of meaningful (50%-70%, lower half of the range) recovery for the first-lien debt holders in the event of default. We also assigned a 'CCC+' issue-level rating and '6' recovery rating to the company's $100 million second-lien term loan due 2023. The '6' recovery indicates our expectation of negligible (0%-10%) recovery for the second-lien debt holders," S&P said. "The rating on Idera reflects our view of the company's niche position in the highly fragmented database development and management software market, and transition risk associated with its acquisition of Embarcadero, partly offset by its high recurring revenue and above-average profitability," said Standard & Poor's credit analyst Geoffrey Wilson. The negative outlook reflects the company's pre-synergy pro forma leverage near the mid-7x area, potential transition risk as it integrates the larger Embarcadero, and S&P's view that leverage could stay at this level if cost synergies or EBITDA growth associated with the acquisition do not materialize. INTERNATIONAL SUPPLY: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: International Supply Co. P.O. Box 17 Edelstein, IL 61526 Case No.: 15-81467 Type of Business: Debtor's primary line of business is integration services and machinery for power generation systems throughout the country. Chapter 11 Petition Date: September 24, 2015 Court: United States Bankruptcy Court Central District of Illinois (Peoria) Judge: Hon. Thomas L. Perkins Debtor's Counsel: Sumner Bourne, Esq. 411 Hamilton Blvd #1600 Peoria, IL 61602 Tel: (309) 673-5535 Email: sbnotice@mtco.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by E. Lee Hofmann, president. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Altorfer, Inc. $119,282 Born Paint Co. $75,049 Fastenal Company $74,185 Fire Safety Inc. $214,356 Grainger Inc. $56,957 Graybar Electric Co. $302,197 2424 N. Main East Peoria, IL 61611 GT Exhaust Systems Inc. $62,462 Hagerty Steel and Aluminum $137,216 Heavy Metal Industries $304,113 6718 W. Plank Road Peoria, IL 61604 Holt Power Systems $53,530 Home Comfort Insulation $63,028 Illinois Oil Marketing Equipment $67,095 Landstar Ranger $109,108 Millstone Company $500,000 P.O. Box 16070 Saint Louis, MO 63105 NHH Services LLC $151,721 O'Brien Steel Service $153,580 Ohio CAT $147,730 Select Remedy $94,188 Wesco Distributing $71,642 Wyoming Machinery Company $115,519 IRON MOUNTAIN: Moody's Affirms Ba3 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service affirmed Iron Mountain Incorporated's (Iron Mountain) Ba3 Corporate Family Rating (CFR), Ba3-PD probability of default rating and the B2 rating on Iron Mountain's senior subordinated debt. Moody's downgraded the ratings for Iron Mountain's senior secured credit facilities and senior unsecured debt to Ba3, from Ba2. Moody's assigned a Ba3 rating to Iron Mountain's new $800 million of senior unsecured notes. Moody's also affirmed Iron Mountain's SGL-3 speculative grade liquidity rating. The ratings have a stable outlook. The company plans to use net proceeds from the new notes and incremental borrowings under its revolving credit facility to redeem a total of $791 million principal amount of senior subordinated notes and pay the call premium. RATINGS RATIONALE The proposed transaction is leverage-neutral but the refinancing of senior subordinated debt with more senior-ranked debt will increase expected loss rates for the senior-ranked debt. Moody's also believes that the proportion of senior unsecured debt in the capital structure will continue to increase as the company has significant funding requirements, including the financing of the cash portion of Recall Holdings' purchase price. Consistent with its Loss Given Default methodology, Moody's downgraded the ratings for Iron Mountain's senior secured and senior unsecured debt by one notch to reflect their higher expected loss rates. Moody's treats the company's senior secured credit facilities as effectively pari passu with the senior unsecured notes as the credit facilities are secured by a pledge of stock only. Iron Mountain's anticipated equity issuances have been delayed and increasing debt levels have resulted in higher-than-expected leverage. Iron Mountain's CFR is weakly positioned in the Ba3 rating category because of the company's elevated leverage, execution risk in integrating the Recall acquisition and its significant capital requirements over the next 3 to 4 years. Iron Mountain's lease-adjusted net debt to EBITDA ratio increased to 5.7x at the end of 2Q 2015. However, the affirmation of the Ba3 CFR reflects Moody's view that with or without the pending acquisition of Recall Holdings, management remains committed to reducing leverage toward its intermediate term target of 4x to 5x. Although leverage will remain near the mid to high 5x range over the next 12 to 18 months, Moody's expects leverage to decline to below 5x by 2018 from EBITDA growth and equity issuances. If the proposed acquisition of Recall is approved, it will delay anticipated deleveraging but result in a significantly stronger financial profile after the large majority of the synergies are fully realized by 2018. The Ba3 CFR is supported by Iron Mountain's leading market position in the North America storage and information management market and its recurring storage rental revenues. Iron Mountain has a large and diversified customer base and its strong brand and market share in North America create pricing power that support its strong EBITDA margins (38%, Moody's adjusted for the LTM 2Q 2015 period). At the same time, the company faces mature demand for its services in North America and Western Europe. Moody's also expects the company's free cash flow to remain negative over the next 3 to 4 years due to its elevated capital requirements to support growth and sizeable dividends. The stable outlook reflects Moody's expectation for low single digit organic revenue growth, stable EBITDA margins and leverage to begin declining over the next 12 months. Moody's could downgrade Iron Mountain's ratings if deterioration in earnings or changes in financial policy lead Moody's to believe that total debt to EBITDA (Moody's adjusted) is unlikely to be reduced and sustained below 5x. The rating could also be lowered if Iron Mountain's liquidity weakens materially. Although not expected in the near term, Moody's could upgrade Iron Mountain's ratings if the company maintains stable organic revenue growth and EBITDA margins, and it could sustain total debt to EBITDA (Moody's adjusted) below 4.5 times (Moody's adjusted) and retained cash flow to net debt above 10%. Moody's has taken the following actions: Issuer: Iron Mountain Incorporated Corporate Family Rating, Affirmed, Ba3 Probability of Default Rating, Affirmed, Ba3-PD Speculative Grade Liquidity Rating, Affirmed, SGL-3 Outlook -- Stable $600 million 6% Senior Unsecured Regular Bond/Debenture due Aug 15, 2023 -- Downgraded to Ba3 (LGD3) from Ba2 (LGD2) . NEW $800 million Sr. Unsecured Notes due 2020 -- Assigned, Ba3 (LGD3) Senior Unsecured Shelf -- Downgraded to (P)Ba3 from (P)Ba2 $1,000 million 5.75% Senior Subordinated Regular Bond/Debenture due Aug 15, 2024 --Affirmed, B2 (LGD6 from LGD5) Issuer: Iron Mountain Information Management, LLC Outlook -- Stable $1,500 million Revolving Credit Facility due July 3, 2019 -- Downgraded to Ba3 (LGD3) from Ba2 (LGD2) $250 million Senior Secured Term Loan A due July 3, 2019 -- Downgraded Ba3 (LGD3) from Ba2 (LGD2) Issuer: Iron Mountain Canada Operations ULC Outlook -- Stable Multiple Seniority Shelf Aug 7, 2016 -- Downgraded to (P)Ba3 from (P)Ba2 .C$200 million 6.125% Senior Unsecured Regular Bond/Debenture due Aug 15, 2021 -- Downgraded to Ba3 (LGD3) from Ba2 (LGD2) Issuer -- Iron Mountain Europe PLC Outlook -- Stable GBP400 million Senior Unsecured notes due Sept 15, 2022 -- Downgraded to Ba3 (LGD3) from Ba2 (LGD2) The following ratings are unchanged and will be withdrawn upon redemption: Issuer: Iron Mountain Incorporated EUR 225 million 6.75% Senior Subordinated Regular Bond/Debenture due Oct 15, 2018 --B2 (LGD5) $400 million 7.75% Senior Subordinated Regular Bond/Debenture due Oct 1, 2019 -- B2 (LGD5) $106 million (outstanding) 8.375% Senior Subordinated Regular Bond/Debenture due Aug 15, 2021 -- B2 (LGD5) Iron Mountain is an international provider of information storage and related services with annual revenues of approximately $3.1 billion. IRON MOUNTAIN: S&P Affirms 'B+' CCR; Outlook Positive ----------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B+' corporate credit rating on Boston-based Iron Mountain Inc. The rating outlook is positive. At the same time, S&P assigned its 'B+' issue-level rating and '3' recovery rating to the company's proposed $800 million senior unsecured notes due 2020. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; upper half of the range) of principal in the event of default. At the same time, S&P revised its recovery rating on the company's existing senior secured credit facility, which consists of a $1.5 billion revolver and $250 million term loan A, to '2' from '1'. S&P subsequently lowered its issue-level rating on the facility to 'BB-' from 'BB'. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%; lower half of the range) of principal in the event of default. Additionally, S&P revised its recovery rating on the company's C$200 million 6.125% senior unsecured notes to '2' from '3' and subsequently raised the issue-level rating to 'BB-' from 'B+'. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%; lower half of the range) of principal in the event of default. Iron Mountain plans to use the proceeds of the proposed senior note issuance to repay approximately $800 million of existing senior subordinated notes. "The downgrade of the credit facility reflects the increased amount of senior debt that, under certain conditions, will rank equally with senior secured credit facility obligations; and our estimate of lower recovery prospects," said Standard & Poor's credit analyst Jawad Hussain. "The upgrade of the C$200 million 6.125% senior unsecured notes reflects the additional credit support from Iron Mountain Canada, which other noteholders do not receive." The positive rating outlook on Iron Mountain reflects S&P's view that the company's pending acquisition of Recall could lead to an improvement in S&P's assessment of its business risk profile due to the increased size, scale, and geographic diversification of the combined company, as well as the potential for the acquisition to reduce leverage to the low-5x area. S&P could raise the rating if the combined company's increased scale and geographic diversification lead to improved operating efficiency as a result of significant synergies and increased exposure to faster growing international markets. S&P also expects the acquisition to result in leverage decreasing to the low-5x area due to the large equity component that is financing the transaction. S&P could revise the outlook to stable if the merger does not occur due to regulatory concerns or if the company is forced to make large divestitures that reduces the potential synergy benefits and increased international exposure. S&P could also revise the outlook to stable if the transaction's cash component financing increases significantly, keeping pro forma leverage in the mid-5x area. KU6 MEDIA: Annual Meeting Set for October 29 -------------------------------------------- An annual general meeting of shareholders of Ku6 Media Co., Ltd. will be held on Oct. 29, 2015, at 10:00 a.m., Hong Kong time, at Boardroom I, Business Centre, 3/F, Harbour Grand Kowloon, 20 Tak Fung Street, Hunghom, Kowloon, Hong Kong, and for any adjournment thereof, for the following purposes: 1. To elect Feng Gao to hold office as a director of the Company until the next annual general meeting of shareholders or until his successor is duly elected and qualified, or until his earlier removal, or earlier vacation of office. 2. To elect Qingmin Dai to hold office as a director of the Company until the next annual general meeting of shareholders or until his successor is duly elected and qualified, or until his earlier removal, or earlier vacation of office. 3. To elect Yong Gui to hold office as a director of the Company until the next annual general meeting of shareholders or until his successor is duly elected and qualified, or until his earlier removal, or earlier vacation of office. 4. To elect Jun Deng to hold office as a director of the Company until the next annual general meeting of shareholders or until her successor is duly elected and qualified, or until her earlier removal, or earlier vacation of office. 5. To elect Robert Chiu to hold office as a director of the Company until the next annual general meeting of shareholders or until his successor is duly elected and qualified, or until his earlier removal, or earlier vacation of office. 6. To elect Mingfeng Chen to hold office as a director of the Company until the next annual general meeting of shareholders or until his successor is duly elected and qualified, or until his earlier removal, or earlier vacation of office. 7. To elect Jason Ma to hold office as a director of the Company until the next annual general meeting of shareholders or until his successor is duly elected and qualified, or until his earlier removal, or earlier vacation of office. 8. To approve, confirm and ratify the appointment of PricewaterhouseCoopers Zhong Tian CPAs Limited Company as the independent auditor of the Company to hold office until the next annual general meeting of shareholders and the authorization of the Board of Directors of the Company to fix the auditor's remuneration. 9. To transact such other business as may properly come before the 2015 AGM or any adjournment thereof. About Ku6 Media Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video company in China focused on User-Generated Content. Through its premier online brand and online video Web site -- http://www.ku6.com/-- Ku6 Media provides online video uploading and sharing service, video reports, information and entertainment in China. Ku6 Media reported a net loss of $10.7 million in 2014 following a net loss of $34.4 million in 2013. As of June 30, 2015, the Company had US$8.91 million in total assets, US$14.3 million in total liabilities, and a total shareholders' deficit of US$5.42 million. PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's Republic of China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's recurring losses, negative working capital, net cash outflows, and uncertainties associated with significant changes made, or planned to be made, in respect of the Company's business model, raise substantial doubt about the Company's ability to continue as a going concern. LIFE PARTNERS: Seeks to Enter FIFC Premium Finance Agreement ------------------------------------------------------------ H. Thomas Moran II, chapter 11 Trustee for Life Partners Holdings, Inc., asks the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, for authority to enter into an Insurance Premium Finance Agreement with FIRST Insurance Funding Corp. ("FIFC") and to provide adequate protection. Mr. Moran relates that the Debtors maintain several insurance programs in connection with the operation of their businesses. He further relates that the Court has authorized the Debtors to continue their insurance programs and to enter into premium financing agreements in the ordinary course of business. Mr. Moran tells the Court that the Debtor is prepared to execute a Commercial Premium Finance Agreement with FIFC for the financing of the Debtor's D&O and Professional insurance policies upon court approval. The Premium Finance Agreement contains, among others, these salient terms: (1) FIFC will provide financing to Debtor for the purchase of the Policies which are essential for the operation of Debtor's business. (2) The total premium amount is $384,261 and the total amount to be financed is $285,169. (3) The Debtor will become obligated to pay FIFC the sum of $289,045 in addition to a down payment that has already been paid in the amount of $95,216 and the balance in nine monthly installments of $32,116 each. The installment payments are due on the 1st day of each month commencing on Oct. 10, 2015. (4) As collateral to secure the repayment of the total of payments, any late charges, attorney's fees and costs ("Indebtedness") under the Premium Finance Agreement, the Debtor is granting FIFC a security interest in, among other things, the unearned premiums of the Policies. (5) FIFC will be appointed as the Debtors' attorney-in-fact, with the irrevocable power to cancel the policies and collect the unearned premium in the event Debtors is in default of its obligations under the Premium Finance Agreement. Mr. Moran relates that the Debtor and FIFC have reached an agreement that the adequate protection appropriate for their situation would be as follows: (a) That the Debtor be authorized and directed to timely make all payments due under the Premium Finance Agreement and FIFC be authorized to receive and apply such payments to Indebtedness owed by Debtor to FIFC as provided in the Premium Finance Agreement. (b) If the Debtor does not make any of the payments due under the Premium Finance Agreement as they become due, the automatic stay shall automatically lift to enable FIFC and/or third parties, including insurance companies providing the coverage under the Policies, to take all steps necessary and appropriate to cancel the Policies, collect the collateral and apply such collateral to Indebtedness owed to FIFC by Debtor. In exercising such rights, FIFC and/or third parties shall comply with the notice and other relevant provisions of the Premium Finance Agreement. Mr. Moran believes that the terms of the Premium Finance Agreement are commercially fair and reasonable including the granting of a lien on the policies to FIFC. He contends that the Debtor is required to maintain adequate insurance coverage and without it, would be forced to cease operations. Mr. Moran further contends that he has been unable to obtain unsecured credit to fund the policies. He submits that authorization of the Premium Finance Agreement will ensure that Debtor can continue necessary operations, and will not prejudice the legitimate interests of creditors and other parties-in-interest, including Debtor's secured creditors. The Chapter 11 Trustee is represented by: David M. Bennett, Esq. Richard B. Roper, Esq. Katherine Battaia Clark, Esq. THOMPSON & KNIGHT LLP 1722 Routh Street, Suite 1500 Dallas, TX 75201 Telephone: (214)969-1700 Facsimile: (214)969-1751 E-mail: David.Bennett@tklaw.com Richard.Roper@tklaw.com Katie.Clark@tklaw.com 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. LIFE PARTNERS: Trustee Has Plan, Seeks to Use Maturity Funds ------------------------------------------------------------ H. Thomas Moran II, Chapter 11 Trustee for Life Partners Holdings, Inc., will ask the Bankruptcy Court at a hearing today, Sept. 28, 2015 at 1:30 p.m., for approval to use funds generated by the maturity of life insurance policies to fund the bankruptcy cases. Mr. Moran relates that the Debtors, the Committee and certain key creditor/Investor groups ("Consenting Constituencies") have entered into an agreement in principle regarding the terms of a comprehensive and consensually negotiated restructuring plan. He further relates that the Negotiated Restructuring presents a compromise and settlement of claims regarding ownership and other issues that is subject to and will be effective upon plan confirmation. The Negotiated Restructuring is generally outlined as follows: (1) Upon confirmation, the life settlement policies will be (a) owned by the investors who purchased fractional interests in a life insurance policy ("Fractional Interest Holders"), or (b) pledged as security for promissory notes purchased by investors through retirement accounts ("IRA Holders" and together with the Fractional Interest Holders, the "Current Holders"). (2) In exchange for certainty on ownership and other issues, and a confirmed plan of reorganization favorable to Current Holders, Current Holders will be making an across- the-board contribution (not to exceed 10%) from all assets in dispute to fund the Debtors' ability to exit bankruptcy and create a mechanism to provide for other creditors. (3) Current Holders will be allowed to choose, for themselves, to (a) continue as holders and pay all related costs, (b) rescind their purchases or (c) assign their interests to a fund (the "Policy Trust") and be relieved of having to pay premiums and other related costs. (4) A Policy Trust will be created to hold, and pay its share of carrying costs for, all abandoned, assigned and compromised portions of fractional interests in life settlement policies. The beneficiaries of the Policy Trust will be investors who assign their fractional positions to the Policy Trust, including as to the across-the-board contribution described above. (5) A Creditors' Trust will be created to pursue litigation. The beneficiaries of the Creditors' Trust will be creditors of the Debtors, investors who choose to rescind, and the Policy Trust. (6) A new company will be created to service the life insurance portfolio that will be owned by the Policy Trust. (7) A secondary market for the resale of fractional interests, subject to compliance with applicable securities laws, will be permitted. Mr. Moran tells the Court that the Negotiated Restructuring presents the most expedient and cost-effective path forward to preserving and maximizing the value of the Debtors' estates for the benefit of their Investors, creditors, and other stakeholders. He further tells the Court that the Debtors and the Consenting Constituencies will move forward with the Negotiated Restructuring using internal financing sources. Mr. Moran contends that currently, ATLES and PES are holding in excess of $33 million in funds generated by the maturity of life insurance policies and that there is approximately $174 million of cash surrender value associated with the policies. In furtherance of reaching the Negotiated Restructuring, Mr. Moran and the Subsidiary Debtors seek permission to use the Maturity Funds as a source of financing for the bankruptcy cases subject to the following terms and provisions, among other things: (a) repayment with interest (10% annual rate); (b) first priority liens and security interests on the Debtors' policy-related assets and causes of action; (c)superpriority administrative claims; and (d) repayment contemplated at or near the effective date of the plan of reorganization. Mr. Moran asserts that unless the Debtors obtain approval of the Negotiated Financing, the Debtors will be unable to implement the Negotiated Restructuring and their cases would likely be candidates for conversion to cases under Chapter 7. The Chapter 11 Trustee's attorneys can be reached at: David M. Bennett, Esq. Richard B. Roper, Esq. Katherine Battaia Clark, Esq. THOMPSON & KNIGHT LLP 1722 Routh Street, Suite 1500 Dallas, TX 75201 Telephone: (214)969-1700 Facsimile: (214)969-1751 E-mail: David.Bennett@tklaw.com Richard.Roper@tklaw.com Katie.Clark@tklaw.com About Life Partners Holdings 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. LM US MEMBER: S&P Puts 'B-' CCR on CreditWatch Positive ------------------------------------------------------- Standard & Poor's Ratings Services said that it has placed its 'B-' corporate credit rating on LM U.S. Member LLC on CreditWatch with positive implications. At the same time, S&P placed its 'B-' issue level ratings on the company's senior secured first-lien revolver and term loan and S&P's 'CCC' issue-level rating on the company's second-lien term loan on CreditWatch with positive implications. The recovery ratings on these facilities are unchanged. "The CreditWatch placement follows BBA Aviation PLC's announcement that it plans to acquire Landmark Aviation from The Carlyle Group for $2.065 billion," said Standard & Poor's credit analyst Christopher Denicolo. "BBA Aviation plans to finance the deal with a $1.1 billion equity issuance and a $1 billion credit facility." The companies expect the deal, which is subject to approval by BBA Aviation's shareholders and U.S. regulators, to close in early 2016. S&P do not rate BBA Aviation; however, S&P believes that the combined entity would have better credit quality than Landmark currently has. S&P expects that Landmark's existing debt will be repaid as part of the transaction. S&P will resolve the CreditWatch placement at the close of the transaction. If Landmark's existing debt is repaid, S&P will also likely withdraw its ratings on the company. MALIBU ASSOCIATES: Selling Malibu Country Club For At Least $35M ---------------------------------------------------------------- Malibu Associates, LLC, asks the U.S. Bankruptcy Court for the Central District of California, Northern Division, for approval of bidding procedures for the sale of its real property, commonly known as "Malibu Country Club", free and clear of all liens, claims, encumbrances and other interests. The Malibu Country Club consists of 650.98 acres of land and is located at 901 Encinal Canyon Road, Malibu, California. The Debtor has entered into a Purchase and Sale Agreement "Stalking Horse APA") with Brixton Capital AC, LLC, a Delaware limited liability company ("Stalking Horse") for the sale of the Property for $35 million. The sale of the Property pursuant to the Stalking Horse APA is subject to overbid and auction on these terms: -- Interested parties must submit an initial bid that provides for a purchase price that is greater than or equal to the sum of the $35 million plus the $1 million break-up fee plus (i) in the case of the initial qualified bid, $250,000.00; and (ii) $100,000 in the case of any subsequent qualified bids, over the immediately preceding highest qualified bid. Bids must include a good-faith deposit of $2 million. -- The deadline to submit bids is Oct. 16, 2015 at 9:00 a.m. -- If qualified bids are received by the bid deadline, an auction will be conducted on Nov. 9, 2015 at 10:30 a.m. -- The Debtor has agreed that if the stalking horse is not the successful bidder and the Property is sold to another and higher overbidder, the Debtor will pay to the Stalking Horse a break-up fee equal to $1,000,000. -- The hearing to consider approval of the sale of the assets to the successful bidder will also be held Nov. 9. The Debtor asserts that the Bidding Procedures will (i) foster competitive bidding among any serious potential purchasers; (ii) eliminate from consideration potential purchasers who do not have the financial ability to consummate the transaction in an expeditious manner; and (iii) ensure that the highest possible purchase price is obtained for the Property. The Debtor's attorneys can be reached at: David L, Neale, Esq. Lindsey L. Smith, Esq. LEVENE, NEALE, BENDER YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Telephone: (310)229-1234 Facsimile: (310)229-1244 E-mail: dln@lnbyb.com lls@lnbyb.com About Malibu Associates Headquartered in Malibu, California, Malibu Associates, LLC, owns the Malibu Golf Club. The club has a restaurant and clubhouse, in addition to an 18-hole golf course, on its 650-acre property in the Santa Monica Mountains. Malibu Associates sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 15-10477) in Santa Barbara, California, on March 10, 2015, disclosing $76.2 million in total assets and $47.8 million in total liabilities. Thomas Hix, managing member of the Debtor, signed the bankruptcy petition. The Debtor owns real property located at 901 Encinal Canyon Road, Malibu, California. The property secures a $46.8 million debt to U.S. Bank, National Association, which is secured by a first deed of trust on the property. The Los Angeles County Treasurer and Tax Collector is also owed $459,800, secured by a tax lien on the property. The case is assigned to Judge Deborah J. Saltzman. David L. Neale, Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles, serves as counsel to the Debtor. The Debtor previously sought bankruptcy protection on Nov. 3, 2009, in the Central District of California, San Fernando Valley Division (Case No. No. 9-24625). That case was assigned to the Honorable Maureen A. Tighe, but was later dismissed. The real property in Malibu was included in the prior filing. MATTRESS FIRM: S&P Raises CCR to 'B+'; Outlook Stable ----------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based specialty bedding retailer Mattress Firm Holding Corp. to 'B+' from 'B'. The outlook is stable. Concurrently, S&P raised the issue-level rating on the company's term loan to 'B+' from 'B'. The '3' recovery rating is unchanged and indicates S&P's expectation for meaningful recovery in the event of a payment default at the lower end of the 50% to 70% range. S&P also raised the issue-level rating on the company's asset-based revolver to 'BB' from 'BB-'. The '1' recovery rating is unchanged and indicates very high (90% to 100%) recovery in the event of a payment default. "The upgrade reflects the company's credit metrics have strengthened ahead of our expectations primarily because of EBITDA growth and debt pay down using internally-generated cash. Mattress Firm paid $55 million in revolver and term loan borrowings from excess cash flow during the second quarter of 2015, with continued strong top line gains from new and acquired stores," said credit analyst Diya Iyer. "This is offset with drag on EBITDA margins from increased marketing and product costs as the company enters new markets but we expect those investments to result in continued profitability growth long term." The stable outlook incorporates S&P's assessment that Mattress Firm's credit metrics and market position could continue to improve over the next year if the company can continue to successfully integrate acquisitions and reduce debt ahead of S&P's expectations. However, S&P believes execution risk is a major factor that could derail this aggressive strategy into new geographies, specifically related to the company's ability to maintain its margin profile as it grows. S&P also remains cautious on the industry's particular vulnerability to economic headwinds. S&P could lower the rating if performance falls significantly below its projections because of flat sales and margin contraction. Under this scenario, revenue growth would slow significantly and gross margin would shrink more than 100 bps, with leverage approaching 5x, accompanied by tightened liquidity, flat free operating cash flow, and interest coverage below 3.0x. S&P could also lower its rating if the company takes on additional debt to fund another sizable acquisition in the next year. To consider an upgrade, Mattress Firm would deliver performance well ahead of S&P's expectations, with revenue growth 10 to 20 percentage points ahead of expectations and gross margin expansion of more than 100 bps. At that time, leverage would be in the low-3.0x range, interest coverage would be in the 6x range and FFO/debt would be in the high-20% area. S&P considers this scenario unlikely in the next year given acquisition integration and potential for further deals as part of the company's expansion strategy. MUELLER & DRURY: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Mueller & Drury Real Estate, L.L.C. 8110 E. Cactus Road, #100 Scottsdale, AZ 85260 Case No.: 15-12258 Chapter 11 Petition Date: September 24, 2015 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Paul Sala Debtor's Counsel: Randy Nussbaum, Esq. NUSSBAUM GILLIS & DINNER, P.C. 14850 N. Scottsdale Road Suite 45O, Scottsdale, AZ 85254 Tel: 480-609-0011 Fax: 480-609-0016 Email: rnussbaum@ngdlaw.com Total Assets: $900,000 Total Liabilities: $1.56 million The petition was signed by Doug Drury, member. List of Debtor's five largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of America, N.A. $1,500,000 TX1-609-06-01 1201 Main Street, 6th Floor Dallas, TX 75202 City of Scottsdale Taxes $356 Jani King Services Provided $615 Maricopa County Treasurer Property taxes $38,455 Odyssey Professional Center Property Management $6,000 Services MURRAY ENERGY: Moody's Cuts Corp. Rating to B3 on Coal Price Plunge ------------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Murray Energy Corporation, including corporate family rating (CFR) to B3 from B2, probability of default rating (PDR) to B3-PD from B2-PD, first lien term loan rating to B1 from Ba3, and the rating on second lien senior secured notes to Caa1 from B3. The outlook is stable. Downgrades: Issuer: Murray Energy Corporation Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured 1st lien Term Loans Downgraded to B1, LGD2 from Ba3, LGD2 Senior Secured 2nd Lien Notes, Downgraded to Caa1, LGD5 from B3, LGD4 Outlook Actions: Outlook, Changed To Stable From Positive RATINGS RATIONALE The downgrade reflects recent deterioration in seaborne and domestic coal prices, which we expect to persist, putting pressure on average realizations over the next two years as higher priced contracts roll off. We expect that the company's production volumes will also be under pressure over the next two years, due to the challenging industry conditions. Coal consumption in the United States continues to be pressured by low-cost natural gas (with Henry Hub prices persisting below $3.00 in the first nine months of 2015). While we believe Illinois Basin coal to be generally more competitive due to its low cost, high heat content and its customer base in larger baseload plants, it is not immune to the larger trends affecting the US coal industry. We believe that Murray's mines in Northern Appalachia will be even more susceptible to weakening demand over the next two to three years, as more natural gas capacity is added in the US East and Marcellus shale production continues to grow. In addition to cheap natural gas, EPA's recently issued Clean Power Plan will keep the US coal industry in secular decline, and will have an impact across all US basins. And while the Illinois Basin enjoys easy access to the seaborne markets via Gulf Coast ports, persistent oversupply and weak pricing will limit potential for exports. Factors supporting the rating are market leadership in Northern Appalachia (NAPP), operational diversity, solid contract positions, low-cost longwall mines, low-cost barge and truck transportation to power plants served, and good liquidity. We expect the company's credit profile to benefit from the recent acquisition of interest in Foresight Energy, as a result of increased footprint across two coal basins, better producer discipline in the Illinois Basin as a result of merging two key suppliers, and low-cost position of many of the combined company's mines. Longer-term challenges include managing what we continue to expect will be a difficult environment in the coal industry, continuing to harmonize an acquired workforce that is heavily unionized (from legacy CONSOL mines) with an existing workforce that is largely non-union, and avoiding unexpected cash outlays related to the legacy liabilities acquired from CONSOL. We expect Murray to maintain good liquidity over the next twelve months, which at June 30, 2015 included $181 million in cash and a little over $100 million of availability on their $225 million ABL facility maturing in December 2018. Murray's nearest debt maturity is $300 million secured term loan due in April 2017. The ratings could be upgraded upon successful execution and integration of Foresight acquisition and if free cash flows were expected to be positive with Debt/ EBITDA, as adjusted, maintained below 5x. A negative rating action would be considered if Debt/ EBITDA were expected to rise above 7x or if liquidity were to deteriorate. NAKED BRAND: Amends Form S-1 Prospectus with SEC ------------------------------------------------ Naked Brand Group Inc. has amended its Form S-1 registration statement relating to the offering of shares of its common stock for a proposed maximum aggregate offering price of $8.6 million. The Company amended the Registration Statement to delay its effective date. The Company's common stock is currently quoted on the OTCQB operated by the OTC Markets Group under the symbol "NAKD." The last reported sale price of the Company's common stock on Sept. 23, 2015, was $4.00 per share. In conjunction with this offering, the Company intends to apply to list its common stock on a national securities exchange. There is no assurance, however, that the Company's common stock will ever be listed on a national securities exchange. On Aug. 10, 2015, the Company effected a 1-for-40 reverse split of its issued and outstanding shares of common stock. A copy of the Form S-1/A is available for free at: http://is.gd/Vn2frq About Naked Brand Naked Brand Group Inc. designs, manufactures, and sells men's innerwear and lounge apparel products in the United States and Canada. It offers various innerwear products, including trunks, briefs, boxer briefs, undershirts, T-shirts, and lounge pants under the Naked brand, as well as under the NKD sub-brand for men. The company sells its products to consumers and retailers through wholesale relationships and direct-to-consumer channel, which consists of an online e-commerce store, thenakedshop.com. Naked Brand Group Inc. is based in New York, New York. Naked Brand reported a net loss of $21.07 million for the year ended Jan. 31, 2015, compared to a net loss of $4.23 million for the year ended Jan. 31, 2014. As of July 31, 2015, the Company had $1.8 million in total assets, $1.9 million in total liabilities and a $148,816 total capital deficit. BDO USA, LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Jan. 31, 2015, citing that the Company incurred a net loss of $21,078,265 for the year ended Jan. 31, 2015, had a capital deficit of $2,224,180 at Jan. 31, 2015, and the Company expects to incur further losses in the development of its business. These conditions raise substantial doubt about the Company's ability to continue as a going concern. NRG YIELD: Moody's Puts Ba1 CFR on Review for Downgrade ------------------------------------------------------- Moody's Investors Service placed NRG Yield Inc.'s (NYLD) ratings on review for downgrade, including its Ba1 corporate family rating (CFR) and senior unsecured rating. We have also lowered NYLD's speculative grade liquidity rating (SGL) to SGL-2 from SGL-1. On Review for Downgrade: Issuer: NRG Yield, Inc. Corporate Family Rating, Placed on Review for Downgrade, currently Ba1 Probability of Default Rating, Placed on Review for Downgrade, currently Ba1-PD Gtd Senior Notes due 2024, Placed on Review for Downgrade, currently Ba1, LGD4 Lowered: Speculative Grade Liquidity Rating, Lowered to SGL-2 from SGL-1 Outlook Actions: Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE "The review for downgraded is prompted by NYLD's lack of access to the equity markets due to the large, approximate 30% fall in its stock price in recent months" said Toby Shea, Vice President and Senior Credit Officer. "The ongoing inability to access the equity market creates uncertainty regarding the company's financial strategy going forward" added Shea. The review also considers higher than expected cash flow volatility during the first half of 2015 driven by a major outage at one of its natural gas generation facilities and low wind resources in the first half of 2015. The downgrade of NYLD's speculative grade liquidity rating to SGL-2 from SGL-1 reflects our view that, If the equity markets continue to be inaccessible, the company is likely to use cash on hand and its revolving credit facility to fund acquisitions or additional drop downs from NRG. The review will evaluate the prospects that NYLD's stock price will recover sufficiently for it to issue a material amount of equity, the pace and magnitude of asset acquisitions and drop-downs from NRG, the projected usage of cash on hand and revolver capacity to fund such additions, any change in management strategy in response to uncertain market conditions for "yieldco's", and the likelihood that company cash flow will be less volatile going forward, particularly given the unpredictability of the wind resources. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in October 2014. Please see the Credit Policy page on www.moodys.com for a copy of this methodology. NRG Yield, Inc. is a diversified energy company owning a portfolio of fossil and renewable power generating assets headquartered in Princeton, New Jersey. NY MILITARY ACADEMY: Faces Possible Shutting its Doors for Good --------------------------------------------------------------- ABI.org reported that New York Military Academy, a 126-year-old preparatory school that counts billionaire Donald Trump among its graduates, faces the prospect of shutting its doors for good. New York Military Academy, a private coeducational boarding school, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-35379) on March 3, 2015. David B. Fields signed the petition as first vice-president. The Debtor reported total assets of $10.5 million and total debts of $10.9 million. Lewis D. Wrobel, Esq., at Lewis D. Wrobel, serves as counsel to the Debtor. The U.S. Trustee for Region 2 appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors. The Committee tapped Steven Jurista, Esq., Wasserman, Jurista & Stolz, PC, as counsel. PEABODY ENERGY: Lenders to Hire Davis Polk for Debt Discussions --------------------------------------------------------------- ABI.org reported that a group of Peabody Energy Corp.'s senior lenders hired law firm Davis Polk & Wardwell LLP to help protect the value of their assets as they anticipate the company will begin talks to restructure. As reported by the Troubled Company Reporter on Sept. 1, 2015, Moody's Investors Service downgraded the ratings of Peabody Energy, 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. 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. PERFORMANCE FOOD: S&P Raises CCR to 'B+'; Outlook Stable -------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Richmond, Va.-based Performance Food Group Inc. (PFG) to 'B+' from 'B'. The outlook is stable. At the same time, S&P raised its issue-level rating on PFG's senior secured ABL to 'BB' from 'BB-', with a '1' recovery rating, which indicates S&P's expectation of very high (90% to 100%) recovery in the event of default. Also, S&P raised the issue-level rating on PFG's senior secured second-lien term loan to 'BB-' with a '2' recovery rating from 'B-' with a '5' recovery rating. S&P's '2' recovery rating on the second-lien term loan indicates its expectation of substantial (70% to 90%, in the lower half of the range) recovery in the event of default. This assumes a successful IPO and term debt repayment. "The upgrade reflect PFG's good operating performance and our expectation that the company will sustain its ratio of debt to EBITDA below 5x," said Standard & Poor's credit analyst Brennan Clark. "Outside of a potential strategic acquisition, we believe PFG will maintain more moderate financial policies as a publicly traded company, notwithstanding its continuing majority ownership by private equity firms. We believe these firms will reduce their ownership of PFG over the next two years, and that the company will continue to improve credit ratios, including debt to EBITDA approaching 4x at the end of fiscal 2016." Standard & Poor's ratings reflect PFG's distant number three position in the highly competitive and fragmented foodservice distribution industry and low, albeit stable, margins. The company also has first position in some niche segments. PFG has grown revenues meaningfully over the past several years while successfully managing input cost inflation through contract pricing, resulting in stable profit growth. The company appears to be increasing market share and modestly improving profitability as it expands its higher-margin proprietary "performance" brands and its local customer base. PFG has meaningful cost advantages over local and regional competitors, and S&P believes this is enabling it to win new business from these smaller players. At the same time, it is still much smaller than Sysco Corp. and US Foods Inc. These competitors' larger size and greater route density provide even greater cost advantages. In addition, while PFG has a presence in all 50 U.S. states, it is geographically concentrated on the east coast and may not have the resources in all geographies necessary to compete for some national customers. S&P's ratings also incorporate the intense competition inherent in the foodservice distribution industry, relatively low customer switching costs (particularly for independent street customers), low profitability, and input cost volatility--namely food and fuel--notwithstanding the company's historic success in managing these costs. The stable outlook reflects S&P's expectation that PFG will continue to grow its business moderately and maintain margins at current levels or better. S&P expects PFG to improve credit ratios after the IPO and term debt repayment, and S&P forecasts debt to EBITDA in the low-4x area and FFO to debt in the mid-teens by the end of fiscal 2016. PHYSIOTHERAPY HOLDINGS: Trust Hits Ex-Owners With $250M Fraud Suit ------------------------------------------------------------------ Matt Chiappardi at Bankruptcy Law360 reported that the litigation trust created by Physiotherapy Holdings Inc.'s Chapter 11 plan launched a lawsuit accusing the company's former private equity owners of faking the physical therapy chain's financials in order to sell it in a leveraged buyout while pocketing an extra $250 million and leaving the debtor insolvent. The PAH Litigation Trust filed an adversary action in Delaware bankruptcy court,against the former Physiotherapy controlling shareholders Water Street Healthcare Partners LP and Wind Point Partners LP, along with several affiliates. About Physiotherapy Holdings Physiotherapy Holdings, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-12965) on Nov. 12, 2013. The Debtors are the largest pure-play provider of outpatient physical therapy services in the United States with a national footprint of 581 outpatient rehabilitation and orthotics & prosthetics clinics located in 29 states plus the District of Columbia. The Debtor is represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg, LLP, in Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Jonathan S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S. Meyer, Esq., at Kirkland & Ellis LLP, in New York. The Ad Hoc Committee of Senior Noteholders is represented by Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California. U.S. Bank, National Association, as Bridge Loan Agent, is represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in Los Angeles, California. The Bank of New York Mellon Trust Company, N.A., as Senior Notes Indenture Trustee, is represented by Eric A. Schaffer, Esq., at Reed Smith, in Pittsburgh, Pennsylvania. The Consenting Shareholders are represented by Michael J. Sage, Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro, Esq., at Dechert LLP, in New York. Roberta A. DeAngelis, the United States Trustee for Region 3 notified the U.S. Bankruptcy Court for the District of Delaware that a committee of unsecured creditors has not been appointed in the Chapter 11 cases of Physiotherapy Holdings, Inc. Physiotherapy Holdings implemented a prepackaged Chapter 11 reorganization plan on Dec. 31, 2013. The Plan was confirmed Dec. 23. The Plan gives noteholders all the stock in exchange for debt and a predicted recovery of 40.3%. Noteholders voted for the plan before the Chapter 11 filing. PLANDAI BIOTECHNOLOGY: Cutler Is New Auditor After Adams Quit ------------------------------------------------------------- Adams Advisory, LLC, who was previously engaged as the principal accountant to audit the Plandai Biotechnology, Inc.'s financial statements, resigned its position. No report issued by Adams Advisory for either of the past two years contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles. The Company said that during its two most recent fiscal years and any subsequent interim period preceding the resignation of Adams Advisory, LLC, there were no disagreements with the Company on any matter of accounting principles or practices, financial statement disclosure and procedure. On Sept. 24, 2015, the Company retained Cutler & Co., LLC, 9605 West 49th Avenue, Suite 200, Wheat Ridge Colorado 80033 as its new independent principal accountant to audit the Company's financial statements. During the Company's two most recent fiscal years to date, and subsequent interim period through the date of engagement, the Company has not retained or inquired of Cutler & Co., LLC regarding the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the registrant's financial statements. About Plandai Based in Goodyear, Arizona, Plandai Biotechnology, Inc., through its recent acquisition of Global Energy Solutions, Ltd., and its subsidiaries, focuses on the farming of whole fruits, vegetables and live plant material and the production of proprietary functional foods and botanical extracts for the health and wellness industry. Its principle holdings consist of land, farms and infrastructure in South Africa. Plandai Biotechnology reported a net loss of $15.5 million on $266,000 of revenues for the year ended June 30, 2014, compared to a net loss of $2.96 million on $359,000 of revenues for the year ended June 30, 2013. As of March 31, 2015, the Company had $9.86 million in total assets, $15.7 million in total liabilities, $4.28 million stockholders' deficit and $1.52 million in non-controlling interest. Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. "The Company has incurred a deficit of approximately $26 million and has used approximately $44 million of cash due to its operating activities in the two years ended June 30, 2014. The Company may not have adequate readily available resources to fund operations through June 30, 2015. This raises substantial doubt about the Company's ability to continue as a going concern," the auditors noted. PORTER BANCORP: Appoints Two New Board Members ---------------------------------------------- Porter Bancorp, Inc., parent company of PBI Bank, Inc., announced the addition of new members to its board of directors. James M. Parsons was appointed as a board member of Porter Bancorp and PBI Bank, and Dr. Edmond J. Seifried was appointed as a board member of Porter Bancorp. Mr. Parsons is CFO of Ball Homes, LLC, a residential real estate development firm headquartered in Lexington, Ky., that has operations in Kentucky and Tennessee. He previously served as president and CEO of ONB Insurance Group and has held various board positions for a variety of companies and charitable organizations, including serving as an advisory board member for two community banks. He is a CPA and has degrees in business administration and accounting from West Virginia University. Dr. Seifried is co-chairman of Seifried & Brew, LLC, a community bank education center. He is also the executive director of the Sheshunoff Affiliation Program, which provides education and idea exchanges for community bank executives. Dr. Seifried is also Professor Emeritus of Economics and Business at Lafayette College in Easton, Pa. He has taught at numerous banking schools, regularly speaks at banking events, and has prior experience as a community bank director. He is a co-author of the book "The Art of Strategic Planning in Community Banks." Dr. Seifried has a doctorate degree in economics and business from West Virginia University. "We welcome Mr. Parsons and Dr. Seifried to the boards of Porter Bancorp and PBI Bank," said John T. Taylor, Porter Bancorp president and CEO. "Their skill sets and experience in finance and banking will be important additions to our team. We are very fortunate to have their counsel as we position PBI Bank to grow and build shareholder value in the future." About Porter Bancorp Porter Bancorp, Inc., is a bank holding company headquartered in Louisville, Kentucky. Through its wholly-owned subsidiary PBI Bank, the Company operates 18 full-service banking offices in 12 counties in Kentucky. Porter Bancorp reported a net loss of $11.2 million in 2014, a net loss of $1.58 million in 2013 and a net loss of $32.93 million in 2012. As of June 30, 2015, the Company had $979.3 million in total assets, $949.2 million in total liabilities and $30 million in total stockholders' equity. Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred substantial losses in 2014, 2013 and 2012, largely as a result of asset impairments resulting from the re-evaluation of fair value and ongoing operating expenses related to the high volume of other real estate owned and non-performing loans. In addition, the Company's bank subsidiary is not in compliance with a regulatory enforcement order issued by its primary federal regulator requiring, among other things, increased minimum regulatory capital ratios as well as being involved in various legal proceedings in which the Company disputes material factual allegations against the Company. Additional losses, adverse outcomes from legal proceedings or the continued inability to comply with the regulatory enforcement order may result in additional adverse regulatory action. These events raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. PORTER BANCORP: Shareholders Approve Bylaws Amendment ----------------------------------------------------- Porter Bancorp, Inc., parent company of PBI Bank, Inc., announced that shareholders approved an amendment to the Articles of Incorporation as an effort to protect the long-term value of the Company's accumulated tax benefit. The special shareholders' meeting was held on Sept. 23, 2015. In comments made at the meeting, John T. Taylor, president and CEO of Porter Bancorp, Inc., stated, "Porter Bancorp's shareholders overwhelmingly approved an amendment to our Articles of Incorporation that will assist in protecting the long-term value of the Company's accumulated tax benefits. The Amendment is designed to limit transfers of Porter Bancorp's common shares that could result in an "ownership change" under Section 382 of the Internal Revenue of Code and impair those tax benefits." "We have approximately $51.9 million of net deferred tax assets, subject to a 100% valuation allowance, primarily related to our net operating losses (NOLs) that we have generated but not yet realized for federal tax purposes. The approval of this amendment is part of our Board's plan to protect these assets and reduce future federal income taxes to the extent allowed by the Internal Revenue Service." About Porter Bancorp Porter Bancorp, Inc., is a bank holding company headquartered in Louisville, Kentucky. Through its wholly-owned subsidiary PBI Bank, the Company operates 18 full-service banking offices in 12 counties in Kentucky. Porter Bancorp reported a net loss of $11.2 million in 2014, a net loss of $1.58 million in 2013 and a net loss of $32.93 million in 2012. As of June 30, 2015, the Company had $979.3 million in total assets, $949.2 million in total liabilities and $30 million in total stockholders' equity. Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred substantial losses in 2014, 2013 and 2012, largely as a result of asset impairments resulting from the re-evaluation of fair value and ongoing operating expenses related to the high volume of other real estate owned and non-performing loans. In addition, the Company's bank subsidiary is not in compliance with a regulatory enforcement order issued by its primary federal regulator requiring, among other things, increased minimum regulatory capital ratios as well as being involved in various legal proceedings in which the Company disputes material factual allegations against the Company. Additional losses, adverse outcomes from legal proceedings or the continued inability to comply with the regulatory enforcement order may result in additional adverse regulatory action. These events raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. PRINCE PREFERRED: Citizens Bank Awarded $2.7-Mil. ------------------------------------------------- Judge Elizabeth Erny Foote of the United States District Court for the Western District of Louisiana granted Citizens Bank's motion for default judgment against Sharanjit Dhillon and awarded to the Plaintiff the amount of $2,791,889, plus interest at an annual percentage rate of 5.25% on the remaining balance of a loan until paid in full. The court further ordered the Plaintiff to submit until September 30, 2015, sufficient evidence demonstrating its entitlement to costs and fees, as well as the amounts thereof. On August 31, 2007, Shreveport Hospitality, Inc., entered into a Loan Agreement and a Universal Note and Security Agreement with Citizens Bank for a principal sum of $3,241,700. On that same date, Dhillon executed a personal Guaranty in favor of Citizens Bank, in which she guaranteed the full and prompt payment and performance of Shreveport Hospitality's obligations to Citizens Bank. The interest rate applicable to the Loan is 2.00% above the "Prime Rate,". On January 11, 2011, Citizens Bank, Shreveport Hospitality, and Prince Preferred Hotels Shreveport modified the promissory note. Under the Modification of Promissory Note and the Modification and Assumption Agreement, Prince Preferred assumed the Loan and the obligation to pay the Loan. Prince Preferred failed to pay the monthly installment amount of $33,918 due on the Loan on July 1, 2013, August 1, 2013, and September 1, 2013. The Prime Rate on August 31, 2013 was 3.25%, so the interest rate applicable on the Loan at the time of default was 5.25%. The Guarantors also failed to make the installment payments. The case is CITIZENS BANK, V. SUNIL A. TOLANI, ET AL, Magistrate, Civil Action No. 14-CV-215 (W.D. La.). A full-text copy of the Opinion and Order dated September 14, 2015 is available at http://is.gd/4fq25lfrom Leagle.com. Citizens Bank, Plaintiff, is represented by: J Todd Benson, Esq. Curtis R Shelton, Esq. AYRES WARREN ET AL 333 Texas St Ste 1400 Shreveport, LA 71101-3697 Phone: 318-227-3319 Fax: 318-227-3819 Email: toddbenson@arklatexlaw.com curtisshelton@arklatexlaw.com Defendant Sharanjit Dhillon, Pro se. Prince Preferred Hotels Shreveport 2 LLC, based in Shreveport, Louisiana, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 13-36337) on December 4, 2013, in Dallas. Judge Barbara J. Houser was first assigned to the case. In its petiton, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Sunil A. Tolani, managing member. The Troubled Company Reporter, on Aug. 11, 2014, reported that Bankruptcy Judge Stephen V. Callaway confirmed the Third Amended Plan of Reorganization of Prince Preferred Hotels Shreveport 2, LLC. RELATIVITY MEDIA: Trustee Balks at Bonus Plans for Sr. Employees ---------------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported that a government watchdog filed an objection on Sept. 23, 2015, to Relativity Media's plan to offer bonuses to the chief of its television production unit and other senior employees, saying the debtor has failed to offer enough evidence showing the bonuses don't run afoul of the Bankruptcy Code. Attorneys representing U.S. Trustee William K. Harrington filed papers challenging bonuses set aside for Thomas Forman, the CEO of Relativity's television unit, and four other senior-level employees. Harrington also is objecting to another incentive plan. About Relativity Fashion Based in New York, Relativity Fashion LLC dba M3 Relativity -- http://relativitymedia.com/-- is a privately-held entertainment company with an integrated and diversified global media platform that provides, among other things, film and television financing, production and distribution. Relativity was founded in 2004 by Ryan Kavanaugh as a films late cofinancier partnering with major studios such as Sony and Universal. In addition, the Company engages in content production and distribution, including movies, television, fashion, sports, digital and music. The Company and its affiliates filed for Chapter 11 protection on July 30, 2015 (Bankr. S.D. N.Y. Lead case No. 15-11989). Judge Michael E. Wiles presides over the Debtors' Chapter 11 cases. Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at SHEPPARD MULLIN RICHTER & HAMPTON LLP, and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at JONES DAY, represent the Debtors in the bankruptcy cases. The Debtors reported total assets of $559.9 million, and total debts: $1.1 billion as of Dec. 31, 2014. RMW SILVER HILL: Case Summary & Largest Unsecured Creditor ---------------------------------------------------------- Debtor: RMW Silver Hill Road, LLC 4025-4077 Silver Hill Road Suitland, MD 20746 Case No.: 15-23294 Nature of Business: Commercial real estate Chapter 11 Petition Date: September 24, 2015 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Hon. Thomas J. Catliota Debtor's Counsel: Erik G. Soderberg, Esq. LAW OFFICE OF ERIK G. SODERBERG 7361 Calhoun Place, Suite 200 Rockville, MD 20855-2779 Tel: (301) 279-0303 Fax: (301) 315-8182 Email: esoderberg@papewelt.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Henry S. Kim, general partner. The Debtor listed U.S. Bank National Association as its largest unsecured creditor holding a claim of $2.92 million. ROTONDO WEIRICH: Court OKs Cash Collateral Use Up to Oct. 16 ------------------------------------------------------------ Judge Eric L. Frank of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized the use of cash collateral by Rotondo Weirich Enterprises, Inc., and its affiliated debtors until Oct. 16, 2015. The cash collateral will be used for paying all reasonable and necessary expenses related to the operation of the Debtors' businesses including all trust fund payroll taxes. The Court granted Univest postpetition replacement liens on each of the respective Debtors' assets which are created, acquired, or arise after the Petition Date, but limited only to the types of collateral in which Univest holds a prepetition lien or security interest. Univest's replacement liens have the same priority and validity as its prepetition security interests and liens. The Court likewise ordered the Debtors to make adequate protection payments to Univest in the as further adequate protection against the diminution in value of any collateral subject to Univest's security interests. The Debtors are to pay Univest the amount of $6,000 on Oct. 2, 2015; $6,000 on Oct. 9, 2015 and $6,000 on Oct. 16, 2015. The schedule for the hearing to consider whether the Debtors' use of cash collateral can be extended beyond Oct. 16, 2015, is set on Oct. 14, 2015 at 11:00 a.m. Zurich's Reservation of Rights Zurich American Insurance Company and its affiliates tell the Court that debtor Rotondo Weirich Enterprises is a party to one or more Design Build Contracts with the County of Sab Mateo, which was assigned to Sundt Layton Joint Venture. Zurich Security further tells the Court that the work on the said contracts is being performed by CML RW Security, LLC, a former subsidiary of the Debtor and that the former subsidiary is being paid by Sundt Layton directly either under California law, the Design Build Trade Contract or a Joint Payment Agreement. Zurich Surety relates that many courts have held that because of the unique rights of subcontractors (and sureties) on public work contracts, proceeds in a situation such as this might not constitute property of the estate or otherwise might not be payable to a debtor. It believes that it is necessary to resolve at this point in time the exact status of the contract proceeds. Zurich Surety contends that it is appropriate for the Court to be aware of how payments are processed on the San Mateo project and be aware that the former subsidiary needs to use the proceeds to perform the work and make payments of its expenses and to its subcontractors and suppliers. Zurich Surety believes that the situation should continue at least for the near term, to prevent problems on the job and possible indemnity claims on payment or performance bonds, which could increase claims against the Estate. CML RW's Reservation of Rights CML RW Security, LLC, relates that Rotondo Weirich Enterprises is a subcontractor on a project for the construction of a prison facility in San Diego, California, commonly referred to as the Donovan Project. CML further relatess that RWE and CML are parties to a subcontract on the Donovan Project pursuant to which, CML is listed as a subcontractor. CML tells the Court that the proceeds of the Donovan Contract payable to CML are not the cash collateral of RWE or any of the Debtors and are not part of any agreed venture between RWE and CML. CML further tells the Court that while it does not object to the Debtors' use of cash collateral, it disputes that moneys due to CML under the Donovan Subcontract or any other contract to which CML is a party are in any way the Debtors' cash collateral. CML adds that while it does not oppose the Debtors having the use of their funds so that they can attempt to reorganize their debts, CML does not consent to the Debtors receiving, depositing or utilizing as cash collateral, moneys due to CML under the Donovan Subcontract or any other contract to which CML is a party, the effect of which would be to cause CML irreparable harm. Zurich American Insurance Company is represented by: Karen Lee Turner, Esq. ECKERT SEAMANS CHERIN & MELLOTT, LLC Two Liberty Place 50 South 16th Street, 22nd Floor Philadelphia, PA 19102 Telephone: (215)851-8400 Facsimile: (215)851-8383 E-mail: kturner@eckertseamans.com CML RW Security is represented by: Edmond M. George, Esq. Michael D. Vagnoni, Esq. OBERMAYER REBMANN MAXWELL & HIPPEL LLP One Penn Center, 19th Floor 1617 John F. Kennedy Blvd. Philadelphia, PA 19103-1895 Telephone: (215)665-3140 Facsimile: (215)665-3165 E-mail: edmond.george@obermayer.com michael.vagnoni@obermayer.com About Rotondo Weirich Enterprises Rotondo Weirich Enterprises and five of its affiliates sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 15-16146 - 15-16151) on Aug. 27, 2015. The petitions were signed by Steven J. Weirich, the president & CEO. RWE estimated assets and liabilities of at least $10 million. The Debtors tapped Maschmeyer Karalis P.C. as counsel; and EisnerAmper LLP as financial advisors. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors of RWE to serve on an official committee of unsecured creditors. SALADWORKS LLC: Judge Sends Former Owners' Dispute to Mediation --------------------------------------------------------------- Cara Salvatore at Bankruptcy Law360 reported that two former equity owners of bankrupt Saladworks LLC were ordered into mediation on Sept. 21, 2015, by a judge who has said the battle over the estate's already delayed Chapter 11 plan boils down to a two-party dispute between the embittered former owners. U.S. Bankruptcy Judge Laurie Selber Silverstein ordered Saladworks and its stakeholders -- minority equity holder JVSW LLC and debt owner WS Finance LLC -- to enter mediation with U.S. Bankruptcy Judge Brendan Shannon over the issues facing its proposed Chapter 11 plan. About Saladworks, LLC Developed in 1986, Saladworks, LLC, is the first and largest fresh-salad franchise concept in the United States. From its beginning in the Cherry Hill Mall, Saladworks quickly expanded to 12 additional locations in area malls and soon thereafter began franchising. The company has franchise agreements with 162 different franchisees. The equity owners are J Scar Holdings, Inc., (70%) and JVSW LLC (30%). Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 15-10327) on Feb. 17, 2015. The case assigned to Judge Laurie Selber Silverstein. The Debtor has tapped Landis Rath & Cobb LLP as counsel; SSG Advisors, LLC, as investment banker; EisnerAmper LLP, as financial advisor; and Upshot Services LLC, as claims and noticing agent. Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in liabilities as of the Chapter 11 filing. SSG Capital Advisors, LLC, acted as the investment banker in the sale of substantially all of its assets to an affiliate of Centre Lane Partners, LLC. SALADWORKS LLC: Seeks to Remove Actions Until December 14 --------------------------------------------------------- SW Liquidation LLC fka Saladworks LLC asks the U.S. Bankruptcy Court for the District of Delaware to further extend the deadline, until Dec. 14, 2015, to file notices of removal with respect to civil actions pending as of its bankruptcy filing. The Court will hold a hearing on Oct. 14, 2015, at 10:00 a.m. (ET) to consider the Debtor's request. Objections, if any, are due Sept. 29, 2015, at 4:00 p.m. (ET). The Debtor tells the Court that it is a party to several prepetition actions pending in various state or federal courts, including, among others, the Chancery Litigation and the Pennsylvania Litigation. The plan provides for the retention of all retained causes of actions, which would include these actions. According to the Debtor, it is prudent to seek an extension of the time period to file notices of removal to preserve the estate's removal rights with respect to litigation by and against the Debtor. The Debtor and its professionals currently are focused on negotiating and achieving a confirmable, if not consensual, plan. The Debtor's current deadline expired on Sept. 15, 2015. About Saladworks, LLC Developed in 1986, Saladworks, LLC, is the first and largest fresh-salad franchise concept in the United States. From its beginning in the Cherry Hill Mall, Saladworks quickly expanded to 12 additional locations in area malls and soon thereafter began franchising. The company has franchise agreements with 162 different franchisees. The equity owners are J Scar Holdings, Inc., (70%) and JVSW LLC (30%). Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 15-10327) on Feb. 17, 2015. The case assigned to Judge Laurie Selber Silverstein. The Debtor has tapped Landis Rath & Cobb LLP as counsel; SSG Advisors, LLC, as investment banker; EisnerAmper LLP, as financial advisor; and Upshot Services LLC, as claims and noticing agent. Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in liabilities as of the Chapter 11 filing. SSG Capital Advisors, LLC, acted as the investment banker in the sale of substantially all of its assets to an affiliate of Centre Lane Partners, LLC. SARATOGA RESOURCES: Equity Committee Wants to File Rival Plan ------------------------------------------------------------- BankruptcyData reported that Saratoga Resources' official committee of equity security holders filed with the U.S. Bankruptcy Court a motion for a Court order terminating the exclusive period during which the Company has the exclusive right to file a plan of reorganization and solicit acceptances thereof. The motion explains, "The lenders' contemplation of taking control over the Debtors dates back to at least December 2014. Since that time, increasing dysfunction on the Debtors' board and skillful maneuvering by the lenders has resulted in (a) an inability of the Debtors to agree on a chapter 11 plan and (b) even if such agreement could be reached, lender 'veto' power over any chapter 11 plan the Debtors might conceive…. Simply put, the Debtors' exclusive period in which to file a plan has been usurped by the Lenders such that the Lenders have the exclusive right to control what chapter 11 plan gets filed. Moreover, even if the lenders consent to a chapter 11, the likelihood of the Debtors' dysfunctional, deadlocked board approving the filing of any chapter 11 plan is remote…. For these estates that are rich in value but light in cash flow, successive solicitation processes by multiple parties-in-interest will put the successful outcome of these cases in jeopardy. The Court should level the playing field by authorizing other parties-in-interest to file plan of reorganization." About Saratoga Resources Saratoga Resources -- http://www.saratogaresources.com-- is an independent exploration and production company with offices in Houston, Texas and Covington, Louisiana. Principal holdings cover approximately 51,500 gross/net acres, mostly held by production, located in the transitional coastline and protected in-bay environment on parish and state leases of south Louisiana and in the shallow Gulf of Mexico Shelf. Most of the company's large drilling inventory has multiple pay objectives that range from as shallow as 1,000 feet to the ultra-deep prospects below 20,000 feet in water depths ranging from less than 10 feet to a maximum of approximately 80 feet. Saratoga Resources, Inc., Harvest Oil & Gas, LLC, and their affiliated debtors sought protection under Chapter 11 of the Bankruptcy Code on June 18, 2015. The lead case is In re Harvest Oil & Gas, LLC, Case No. 15-50748 (Bankr. W.D. La.). The Debtors are represented by William H. Patrick, III, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans, Louisiana. SARATOGA RESOURCES: Wants More Time to File Plan, Negotiate ----------------------------------------------------------- BankruptcyData reported that Saratoga Resources filed with the U.S. Bankruptcy Court a motion to extend the exclusive period during which the Company can file a Chapter 11 plan and solicit acceptances thereof through and including Dec. 15, 2015, and February 15, 2016, respectively. The motion explains, "The Debtors have been in lengthy settlement negotiations with the Noteholders, have included the Unsecured Creditors Committee in those negotiations, and have invited the Equity Committee to join. . . . extension of the exclusivity periods to negotiate with parties-in-interest in a stable environment will benefit the entire reorganization process." The Court scheduled an Oct. 14, 2015 hearing on the motion. About Saratoga Resources Saratoga Resources -- http://www.saratogaresources.com-- is an independent exploration and production company with offices in Houston, Texas and Covington, Louisiana. Principal holdings cover approximately 51,500 gross/net acres, mostly held by production, located in the transitional coastline and protected in-bay environment on parish and state leases of south Louisiana and in the shallow Gulf of Mexico Shelf. Most of the company's large drilling inventory has multiple pay objectives that range from as shallow as 1,000 feet to the ultra-deep prospects below 20,000 feet in water depths ranging from less than 10 feet to a maximum of approximately 80 feet. Saratoga Resources, Inc., Harvest Oil & Gas, LLC, and their affiliated debtors sought protection under Chapter 11 of the Bankruptcy Code on June 18, 2015. The lead case is In re Harvest Oil & Gas, LLC, Case No. 15-50748 (Bankr. W.D. La.). The Debtors are represented by William H. Patrick, III, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans, Louisiana. SCI ENGINEERING: Case Summary & 9 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: SCI Engineering, P.C. 1375 Broadway, 10th Floor New York, NY 10018 Case No.: 15-12624 Chapter 11 Petition Date: September 24, 2015 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Stephen Z. Starr, Esq. STARR & STARR, PLLC 260 Madison Avenue, 17th Floor New York, NY 10016-2401 Tel: (212) 867-8165 Fax: (212) 867-8139 Email: sstarr@starrandstarr.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Shahid Iqbal., P.E., president-principal engineer. List of Debtor's nine largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Adelman Katz & Mond LLP Professional $29,326 Law Office of Jared P. services Turman Alfred Santo Taxes $1,475 Banco Popular N.A. Banco Popular $1,086,848 c/o Newtek Loan PO Box 2140 Hicksville, NY 11802 Chellapa Shanmugan Judgment $588,458 Attn: Jonathan R. Jeremias 260 Madison Avenue 18th fl New York, NY 10016 Dannible Mckee Professional $12,000 Newman & Lickstein services Grassi & Co. Professional $20,929 services Guru Switzoor Judgment $87,382 Internal Revenue Service Taxes $800,000 Centralized Insolvency Ops. PO Box 7346 Philadelphia, PA 19101-7346 New York State Dept of FIN Taxes $184,670 SEANERGY MARITIME: Reports Financial Results for Second Quarter --------------------------------------------------------------- Seanergy Maritime Holdings Corp. reported a net loss of $1.05 million on $1.75 million of net vessel revenues for the three months ended June 30, 2015, compared to a net loss of $759,000 on $0 of net vessel revenue for the same period in 2014. For the six months ended June 30, 2015, the Company reported a net loss of $2.05 million on $1.75 million of net vessel revenue compared to net income of $82.74 million on $2.01 million of net vessel revenue for the same period a year ago. As of June 30, 2015, the Company had $19.57 million in total assets, $10.15 million in total liabilities and $9.42 million in stockholders' equity. Stamatis Tsantanis, the Company's chairman & chief executive officer, stated: "In the second quarter of 2015, Seanergy restored its revenue-generation capacity through the acquisition of its first vessel, the M/V Leadership, in March 2015. The Time Charter Equivalent ("TCE") rate earned by M/V Leadership during the second quarter of 2015 amounted to $9,788, which compares very favorably with the average rate of the 4 T/C routes of the Baltic Capesize Index for the same period of $4,601. Going forward, we expect our TCE rate to strengthen as the dry bulk market gradually recovers. "As recently announced, we entered into a purchase agreement to acquire a fleet of seven modern dry bulk carriers for approximately $183 million. The fleet consists of five Capesize and two Supramax vessels with an average age of six years. Seanergy took delivery of the first of these seven bulkers, the 2010 built Capesize M/V Premiership, on September 11, 2015 and we expect the remaining vessels to be delivered by November 30, 2015. A copy of the press release is available for free at: http://is.gd/GBd6Hz About Seanergy Athens, Greece-based Seanergy Maritime Holdings Corp. is an international company providing worldwide seaborne transportation of dry bulk commodities. The Company owns and operates a fleet of seven dry bulk vessels that consists of three Handysize, two Supramax and two Panamax vessels. Its fleet carries a variety of dry bulk commodities, including coal, iron ore, and grains, as well as bauxite, phosphate, fertilizer and steel products. Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in Athens, Greece, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that following the disposal of the Company's entire fleet in early 2014 in the context of its restructuring plan, the Company was unable to generate sufficient cash flow to meet its obligations and sustain its continuing operations that raise substantial doubt about the Company's ability to continue as a going concern. The Company disclosed net income of $80.3 million on $2.01 million of net vessel revenue for the year ended Dec. 31, 2014, compared with net income of $10.9 million on $23.1 million of net vessel revenue for the year ended Dec. 31, 2013. SENTINEL MANAGEMENT: CFTC Seeks Lifetime Band for Ex-CEO -------------------------------------------------------- Evan Weinberger at Bankruptcy Law360 reported that the U.S. Commodity Futures Trading Commission asked a federal judge to permanently ban former Sentinel Management Group Inc. CEO Eric A. Bloom from the industry even as Bloom appeals a 2014 criminal conviction for running a scheme that ultimately cost investors $665 million. The regulatory agency said that because Mr. Bloom was convicted for leading the scheme that ultimately bankrupted Sentinel, the company's former CEO had no legitimate defense against a lifetime ban from the securities industry, and a nearly $2.5 million civil money penalty. About Sentinel Management Based in Northbrook, Illinois, Sentinel Management Group Inc. -- http://www.sentinelmgi.com/-- was a full service firm offering a variety of security solutions. The Company filed a voluntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on Aug. 17, 2007. Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom & Moritz, Ltd., represented the Debtor. Lawyers at Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented the Official Committee of Unsecured Creditors. When the Debtor sought bankruptcy protection, it estimated assets and debts of more than $100 million. On Aug. 28, 2007, the Court approved Frederick Grede as the Debtor's Chapter 11 Trustee. Marc I. Fenton, Esq., at DLA Piper US LLP, and Vincent E. Lazar, Esq., at Jenner & Block LLP, represent the Chapter 11 Trustee. The Court confirmed the Fourth Amended Chapter 11 Plan of Liquidation for Sentinel on Dec. 15, 2008, which created a Liquidation Trust. The Plan became effective Dec. 17, 2008, and Mr. Grede was appointed Liquidation Trustee. SEQUENOM INC: Dr. van den Boom Promoted to Interim President & CEO ------------------------------------------------------------------ Sequenom, Inc. announced the appointment of Dirk van den Boom, Ph.D. to the position of interim president and chief executive officer. Dr. van den Boom succeeds William J. Welch following his resignation from that role, and as a director, to pursue other interests. In addition, Dr. van den Boom will continue to serve as Sequenom's chief scientific and strategy officer. Prior to his appointment as interim president and CEO, Dr. van den Boom served as chief scientific and strategy officer since June 2014, and before that as executive vice president, Research and Development and chief technology officer beginning in December 2012. Dr. van den Boom joined Sequenom in 1998 at the Company's Hamburg office, subsequently serving in various management roles of increasing responsibility. "We are excited for Dirk to take on the role of interim President and Chief Executive Officer, and believe that he is well positioned to lead our key strategic initiatives to develop and commercialize innovative products and services at Sequenom," said Kenneth F. Buechler, Ph.D., chairman of the Board of Directors. "We are confident that he will successfully lead our efforts to capitalize on our company's future growth opportunities and goals. We thank Bill for his efforts for the Company and wish him well in future endeavors." About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. "If we fail to generate enough cash flow from our operations or otherwise obtain the capital necessary to fund our operations, our financial results, financial condition and our ability to continue as a going concern will be adversely affected and we will have to cease or reduce further commercialization efforts or delay or terminate some or all of our diagnostic testing services or other product development programs," the Company said in its 2014 annual report. As of June 30, 2015, the Company had $136.6 million in total assets, $157.6 million in total liabilities and a $21 million total stockholders' deficit. SITEONE LANDSCAPE: S&P Assigns 'B' CCR & Rates $350MM Loan 'B' -------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B' corporate credit rating to Roswell, Ga.-based landscape supply distributor SiteOne Landscape Supply Inc. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating to the company's proposed $350 million first-lien term loan due 2021. The recovery rating is '3', indicating S&P's expectation of meaningful (50% to 70%; at the lower end of the range) recovery in the event of a payment default. The debt will be held by the company's subsidiaries and co-borrowers JDA Holding LLC (to be renamed SiteOne Holding LLC) and John Deere Landscapes LLC (to be renamed SiteOne Landscape Supply LLC). "The stable outlook reflects our expectation that SiteOne will maintain debt to EBITDA between 5x and 6x over the next 12 months and FFO to debt around 10%," said Standard & Poor's credit analyst Michael Maggi. "Though we assume some improvement in 2016 given our expectations of continued growth in U.S. residential and nonresidential construction, as well as repair and remodeling spending, we forecast adjusted leverage will remain above 5x next year." S&P could raise its ratings on SiteOne if the company proceeds with an initial public offering (IPO) (the company recently filed an S-1 indicating its plans to sell public equity) and uses the proceeds to decrease leverage to below 5x with an intention to keep debt to EBITDA below that level. S&P could also take a positive rating action if CD&R were to trim its ownership to below 40% such that the company's financial risk profile would no longer be constrained by S&P's financial sponsor criteria while at the same time continuing to lower leverage. "Based on our forecast for continued economic growth in the U.S. and additional strength in the repair and remodeling market (as well as the residential and nonresidential construction markets), we consider a negative rating action as unlikely over the next 12 months. However, we could downgrade the company if operating results came in worse than expected or the company experienced integration missteps from recent and future acquisitions, which would likely result in weaker margins and higher leverage. We could also take a negative rating action if the company took on a more aggressive financial policy, incurring additional debt to fund acquisitions, dividends, or share repurchases such that adjusted debt to EBITDA was sustained above 8x," S&P noted. SMF ENERGY: Materially Overstated Financials, SEC Says ------------------------------------------------------ The Securities and Exchange Commission announced financial fraud charges against four former SMF Energy Corp. officers, alleging that former CEO Richard E. Gathright, former chief financial officer Michael S. Shore, former chief accounting officer Laura P. Messenbaugh, and former senior vice president of sales and investor relations officer Robert W. Beard vastly inflated SMF's revenues through a fraudulent billing scheme. The SEC's action, filed in U.S. District Court for the Southern District of Florida, alleges that SMF overbilled certain mobile fueling customers, including the U.S. Postal Service, by charging for fuel that was not delivered and adding surcharges that the customers' contracts did not permit. As a result, the SEC alleges that Fort Lauderdale, Florida-based SMF materially overstated its revenues, profit margins, shareholders' equity and net income, and understated its liabilities in its annual reports for fiscal years 2010 and 2011, its quarterly reports in its fiscal year 2011 and the first half of fiscal year 2012, and other reports filed on Form 8-K over the same time period. According to the SEC's complaint, the overbilling began in 2004 as a minor contributor to SMF Energy's financial performance but later made the difference between the company being profitable and posting net losses. The complaint alleges the four officers participated in the fraudulent scheme and that Gathright, Shore and Messenbaugh overstated SMF's revenues and net income in SMF's public filings. According to the complaint, Gathright, of Pompano Beach, Florida; Shore, of Miami, and Messenbaugh, of Plantation, Florida, each reviewed the allegedly fraudulent annual and quarterly reports that Gathright and Shore signed and certified as accurate. Messenbaugh signed the allegedly fraudulent annual reports and Gathright signed the reports filed on Form 8-K that allegedly contained material misrepresentations and omissions. "Information in a company's public filings provides the foundation on which investment decisions are made," said Eric I. Bustillo, Director of the SEC's Miami Regional Office. "We allege that SMF used fraudulent billing practices to increase its earnings and would have reported losses rather than net profits had it not relied on such practices." The SEC's complaint alleges violations and the aiding and abetting violations of the antifraud provisions, books and records, internal controls, and disclosure and reporting provisions of the federal securities laws. The SEC is seeking disgorgement of allegedly ill-gotten gains, plus prejudgment interest and penalties, an officer and director bar against the four former officers, and permanent injunctive relief. SEC Miami Regional office staff John T. Houchin, Jonathan M. Grant, and Timothy J. Galdencio conducted the investigation under the supervision of Assistant Regional Director Eric R. Busto. Christopher E. Martin will lead the SEC's litigation efforts. SOUNDVIEW ELITE: Trustee, Fletcher Agree to Extend Bar Date ----------------------------------------------------------- The Chapter 11 trustee of Soundview Elite Ltd. entered into an agreement to extend the deadline for Fletcher International Ltd.'s plan administrator to file claims against the company. The agreement extends the "general bar date" to Oct. 23, 2015, at 5:00 p.m. (Eastern time). The agreement is available for free at http://is.gd/U7Lbp1 This deadline is called a "bar date" because it means that creditors who come forward after that date may be "barred" from ever filing a claim against the company. U.S. Bankruptcy Judge Robert Gerber previously granted the parties' request to extend the general bar date to Sept. 23, 2015, court filings show. About SoundView Elite Ltd. Six mutual funds originally created by Citco Group of Cos., including Soundview Elite Ltd., filed petitions for Chapter 11 protection on Sept. 24, 2013, in Manhattan to avoid undergoing bankruptcy liquidation in the Cayman Islands, where they are incorporated. The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098) Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd. (Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium Designated (Case No. 13-13103); and Star Designated (Case No. 13-13104). The petitions were signed by Floyd Saunders as corporate secretary. By order dated Oct. 16, 2013, the Court directed that the Debtors' bankruptcy cases be procedurally consolidated and jointly administered. SoundView Elite Ltd. and two similarly named funds were the target of a winding-up petitions in the Cayman Islands filed in August by Citco, which had sold its interest in the funds' manager years before. An investor, who was removed from the funds' board in June, filed a different winding-up petition in August, aimed at three funds created later to hold illiquid assets. The Debtor disclosed $20,703,641 in assets and $16,402,671 in liabilities as of the Chapter 11 filing. The funds said in a court filing their total cash assets of about $20 million are held in the U.S., where the funds are managed. Court papers list the funds' total assets as $52.8 million, against debt totaling $28 million. Judge Robert E. Gerber presides over the U.S. cases. Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg & Newman, PC, serve as the Debtors' counsel. CohnReznick LLP serves as financial advisor. Peter Anderson and Matthew Wright, as Joint Official Liquidators of the Debtors, are represented in the U.S. proceedings by John A. Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold, Esq., at Morrison & Foerster LLP. The U.S. Trustee solicited for the formation of an official committee of unsecured creditors, but to date one has not been formed. In April 2014, District Judge J. Paul Oetken affirmed the Bankruptcy Court order appointing a Chapter 11 trustee for SoundView Elite Ltd. and its affiliated debtors, and tossed pro se appeals filed by Alphonse Fletcher, Jr. and George E. Ladner, the sole directors of the mutual funds. SUNTECH AMERICA: Has Until Dec. 9 to Remove Civil Actions --------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware extended the deadline by which Suntech America Inc., et al., may remove civil actions through and including December 9, 2015. The court determined that the legal and factual basis supporting the Debtors' request for extension establish just cause for the relief and that the extension is in the best interest of the Debtors' estates, their creditors and all the other parties in interest. About Suntech America Suntech America, Inc., and Suntech Arizona, Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 15-10054 and 15-10056) on Jan. 12, 2015. Judge Christopher S. Sontchi presides over the case. Mark D. Collins, Esq., Paul Noble Heath, Esq., William A. Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. Upshot Services LLC is the Debtors' claims and noticing agent. The Debtors estimated their assets at between $100 million and $500 million, and their debts at between $100 million and $500 million. Headquartered in San Francisco, California, Suntech America, aka Suntech Power, an affiliate of Wuxi, China-based Suntech Power Holdings Corp., was the main operating subsidiary of the Suntech Group in the Americas and its primary business purpose was acting as an intermediary for marketing, selling and distributing Suntech Group manufactured products. SUPERIOR OFFSHORE: Former CFO's Suit vs. XL Remanded ---------------------------------------------------- The Court of Appeals of Texas, Fourteenth District, Houston, held granted in part a trial court's judgment holding that XL Specialty Insurance Company has not shown that it is entitled to summary judgment on Roger Burks's breach of contract claim and remanded the case to the trial court for further proceedings. Burks was the Chief Financial Officer of Superior Offshore International, Inc., which had obtained a directors and officers insurance policy from XL. Superior Offshore ultimately reorganized through a Chapter 11 bankruptcy, and the plan agent sought to recover property that the company transferred to Burks and to avoid future obligations owed to him. After XL denied Burks's request for defense expenses and coverage under the D&O policy, Burks settled the plan agent's claim. In this case, Burks sued XL for breach of the D&O contract, seeking damages for his defense expenses and the amount of his settlement with the plan agent. XL moved for summary judgment on these grounds: (1) the plan agent's claim was brought outside of the policy period for this claims-made policy, and the claim was not interrelated with other prior shareholder derivative actions; (2) XL had no duty to advance defense expenses because there was no possibility of coverage for the plan agent's claim, which sought disgorgement and was therefore not covered by the policy's definition of "loss"; and (3) XL similarly had no duty to indemnify Burks because the plan agent sought disgorgement, which was not covered under the policy's definition of "loss." The trial court granted a final summary judgment in favour of XL without specifying the grounds which Burks appealed from. The case is ROGER D. BURKS, Appellant, v. XL SPECIALTY INSURANCE COMPANY, Appellee, Case No. 14-14-00740-CV (Tex. App.). A full text copy of the Opinion dated September 15, 2015, is available at http://is.gd/FGuvw3from Leagle.com. About Superior Offshore Headquartered in Houston Texas, Superior Offshore International Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/-- provided subsea construction and commercial diving services to the offshore oil and gas industry. Superior Offshore sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 08-32590) on April 24, 2008. The Debtor disclosed total assets of $67,587,927 and total liabilities of $54,359,884 in its Schedules. David Ronald Jones, Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP, represented the Debtor as counsel. H. Malcolm Lovett, Jr. was appointed as Plan Agent. The U.S. Trustee for Region 7 appointed five creditors to serve on an Official Committee of Unsecured Creditors. Douglas S. Draper, Esq., at Heller Draper Hayden Patrick & Horn LLC, and Michael D. Rubenstein, Esq., at Liskow Lewis, represented the Committee as counsel. The company's chapter 11 plan of liquidation took effect in February 2009 and the United States Court of Appeals blessed the plan in December 2009. TRANEN CAPITAL: Chapter 15 Case Summary --------------------------------------- Chapter 15 Petitioners: Hadley J. Chilton and John J. Greenwood of Baker Tilly (BVI) Limited, as Joint Liquidators Chapter 15 Debtor: Tranen Capital Alternative Investment Fund Ltd. (in liquidation) Chapter 15 Case No.: 15-12620 Type of Business: Insurance Market Chapter 15 Petition Date: September 24, 2015 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Sean H. Lane Chapter 15 Petitioners' Martin G. Bunin, Esq. Counsel: ALSTON & BIRD LLP 90 Park Avenue New York, NY 10016 Tel: 212 210-9492 Fax: 212 922-3892 Email: marty.bunin@alston.com - and - William S. Sugden, Esq. Jonathan T. Edwards, Esq. ALSTON & BIRD LLP 1201 W. Peachtree St. Atlanta, Georgia 30309-3424 Tel: 404-881-7000 Fax: 404-253-8235 Email: will.sugden@alston.com jonathan.edwards@alston.com Estimated Assets: $10 million to $50 million Estimated Debts: $100 million to $500 million VIRTUAL PIGGY: Issues $125,000 Unsecured Note --------------------------------------------- Virtual Piggy, Inc. issued on Sept. 18, 2015, a $125,000 principal amount unsecured promissory note to an accredited investor pursuant to a Promissory Note Agreement. The Investor also received a two-year Warrant to purchase 25,000 shares of Company common stock at an exercise price of $0.90 per share. The Note bears interest at a rate of 10% per annum and matures on the six month anniversary of the issuance date, or on such earlier date that (i) the Company completes the closing of a specified joint venture agreement or (ii) the Company completes the sale of at least an additional $1 million of 10% Secured Convertible Promissory Notes. As an additional inducement, the Investor will receive, on the Maturity Date, a commitment fee equal to 7.5% of the original principal amount. About Oink (Virtual Piggy, Inc.) Virtual Piggy is the provider of Oink, a secure online and in-store teen wallet. Oink enables teens to manage and spend money within parental controls, while gaining valuable financial management skills. The technology company also delivers payment platforms designed for the Under 21 age group in the global market, and enables online businesses the ability to function in a manner consistent with the Children's Online Privacy Protection Act and similar international children's privacy laws. The company, based in Hermosa Beach, CA, is on the Web at: http://www.oink.com/and holds three technology patents, US Patent No. 8,762,230, 8,650,621 and 8,812,395. Virtual Piggy reported a net loss of $9.65 million in 2014, a net loss of $16 million in 2013 and a net loss of $12.03 million in 2012. As of June 30, 2015, the Company had $1.6 million in total assets, $5.2 million in total liabilities, all current, and a stockholders' deficit of $3.5 million. Morison Cogen LLP, in Bala Cynwyd, PA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's losses from development stage activities raise substantial doubt about its ability to continue as a going concern. WAFERGEN BIO-SYSTEMS: Amends 2,000 Class A Units Prospectus ----------------------------------------------------------- Wafergen Bio-Systems, Inc. has filed an amendment to its Form S-1 registration statement relating to the firm commitment public offering of 2,000 Class A Units, with each Class A Unit consisting of 3,077 shares of common stock and 1,538 warrants to purchase shares of the Company's common stock (based on an assumed offering price per common share of $3.25, which was the last reported sale price of the Company's common stock on Sept. 21, 2015), together with the shares of common stock underlying those warrants, at a public offering price of $10,000 per Class A Unit. Each warrant included in the Class A Units entitles its holder to purchase one share of common stock at an exercise price of $[*]. The Company amended the Registration Statement to delay its effective date. The Company is also offering to those purchasers, whose purchase of Class A Units in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 9.98% of the Company's outstanding common stock following the consummation of this offering, the opportunity to purchase, in lieu of Class A Units that would result in ownership in excess of 9.98%, Class B Units, with each Class B Unit consisting of one share of Series 2 Convertible Preferred Stock, par value $0.001 per share, convertible into 3,077 shares of common stock and 1,538 warrants to purchase shares of our common stock (based on an assumed offering price per common share of $3.25, which was the last reported sale price of the Company's common stock on Sept. 21, 2015), together with the shares of common stock underlying those shares of Series 2 Convertible Preferred Stock and warrants, at a public offering price of $10,000 per Class B Unit. Each warrant included in the Class B Units entitles its holder to purchase one share of common stock at an exercise price of $[*]. The Company's common stock is currently traded on the Nasdaq Capital Market under the symbol "WGBS." On Sept. 21, 2015, the closing price of the Company's common stock was $3.25 per share. The Company does not intend to apply for listing of the shares of preferred stock or warrants on any securities exchange or other trading system. The preferred stock and the warrants will be issued in book-entry form pursuant to a preferred stock agency agreement between the Company and Continental Stock Transfer & Trust Company, as preferred stock agent, and a warrant agreement between us and Continental Stock Transfer & Trust Company, as warrant agent, respectively. A copy of the Form S-1/A is available for free at: http://is.gd/jAoe0Y About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WaferGen Bio-systems reported a net loss of $10.7 million in 2014, a net loss of $16.3 million in 2013 and a net loss of $8.97 million in 2012. As of June 30, 2015, the Company had $13.2 million in total assets, $6.9 million in total liabilities and $6.3 million in total stockholders' equity. WALTER ENERGY: Bankruptcy Administrator Wants Fee Examiner ---------------------------------------------------------- BankruptcyData reported that Walter Energy and J. Thomas Corbett, bankruptcy administrator for the Northern District of Alabama, filed with the U.S. Bankruptcy Court a joint motion for order appointing Direct Fee Review as the case's independent fee examiner. The motion explains, "The movants respectfully request that the Court authorize the appointment of the fee examiner to audit the professionals' fee applications. These Chapter 11 Cases are large and complex, with two statutory committees, and require the retention of numerous Professionals. As of the date hereof, the Court has approved the retention of at least 12 professionals already. As a result, a significant number of fee applications will be filed and will require review on a monthly, quarterly and final basis. Appointment of an experienced and objective fee examiner will ensure uniformity and efficiency of review, and will assist the Bankruptcy Administrator and the Court with the compensation approval process." About Walter Energy Walter Energy -- http://www.walterenergy.com/-- is a publicly traded "pure-play" metallurgical coal producer for the global steel industry with strategic access to steel producers in Europe, Asia and South America. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 2,700 employees, with operations in the United States, Canada and the United Kingdom. For the year ended Dec. 31, 2014, the Company reported a net loss of $471 million following a net loss of $359 million in 2013. Walter Energy, Inc., and its affiliates sought Chapter 11 protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama on July 15, 2015. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree Deakins LLP, as labor and employment counsel; Maynard, Cooper & Gale, P.C., as special counsel; Blackstone Advisory Services, L.P., as investment banker; AlixPartners, LLP, as financial advisor, and Kurtzman Carson Consultants LLC, as claims and noticing agent. Walter Energy disclosed total assets of $5.2 billion and total debt of $5 billion as of March 31, 2015. J. Thomas Corbett, the bankruptcy administrator for the Northern District of Alabama, has appointed 13 members to the official committee of unsecured creditors, including Pension Benefit Guaranty Corp. and Nelson Brothers, LLC. XZERES CORP: Paul DeBruce Increases Stake to 28.5% -------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Paul DeBruce disclosed that as of Sept. 22, 2015, he beneficially owned 22,321,212 shares of common stock of Xzeres Corp., which represents 28.48 percent of the shares outstanding. To increase his ownership interest in the Company, Mr. DeBruce acquired a total of 1,498,594 shares of Common Stock from other shareholders of the Xzeres in a private transaction for an aggregate purchase price of $107,898 ($0.072 per share), which purchase price was paid by the reporting person in cash out of his personal funds. A copy of the regulatory filing is available for free at: http://is.gd/hibBTV About XZERES Corp. Headquartered in Wilsonville, Oregon, XZERES Corp. designs, develops, and markets distributed generation, wind power systems for the small wind (2.5kW-100kW) market as well as power management solutions. Xzeres reported a net loss of $10.7 million on $4.4 million of gross revenues for the year ended Feb. 28, 2015, compared to a net loss of $9.5 million on $4 million of gross revenues for the year ended Feb. 28, 2014. As of May 31, 2015, the Company had $6.80 million in total assets, $18.2 million in total liabilities, and a stockholders' deficit of $11.4 million. KLJ & Associates, LLP, in Edina, MN, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2015, citing that the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. XZERES CORP: Ravago Holdings Reports 19.9% Stake as of Sept. 22 --------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Ravago Holdings America Inc. disclosed that as of Sept. 22, 2015, it beneficially owned 14,551,478 shares of common stock of Xzeres Corp, which represents 19.99 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/COiUF4 About XZERES Corp. Headquartered in Wilsonville, Oregon, XZERES Corp. designs, develops, and markets distributed generation, wind power systems for the small wind (2.5kW-100kW) market as well as power management solutions. Xzeres reported a net loss of $10.7 million on $4.4 million of gross revenues for the year ended Feb. 28, 2015, compared to a net loss of $9.5 million on $4 million of gross revenues for the year ended Feb. 28, 2014. As of May 31, 2015, the Company had $6.80 million in total assets, $18.2 million in total liabilities, and a stockholders' deficit of $11.4 million. KLJ & Associates, LLP, in Edina, MN, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2015, citing that the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. YRC WORLDWIDE: Amends Credit Agreements with Credit Suisse & RBS ---------------------------------------------------------------- YRC Worldwide Inc. and certain of its subsidiaries entered into the following two amendments: (a) Amendment No. 2 to Credit Agreement, which amends the Credit Agreement, dated as of Feb. 13, 2014, as amended, by and among the Company, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch as administrative agent; and (b) Amendment No. 1 to Loan and Security Agreement, which amends the Loan and Security Agreement, dated as of Feb. 13, 2014, by and among the Company, certain of the Company's subsidiaries party thereto, the lenders party thereto and RBS Citizens Business Capital, a division of RBS Asset Finance, Inc., a subsidiary of RBS Citizens, N.A., as agent. The Amendments amend the relevant definition of "Change of Control" in each applicable agreement to provide that the Company's board members who are approved or nominated by incumbent directors will be treated as continuing directors for purposes of whether there has been a Change of Control of the Company. About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. YRC Worldwide reported a net loss attributable to common shareholders of $85.8 million in 2014, a net loss attributable to common shareholders of $83.6 million in 2013 and a net loss attributable to common shareholders of $140.4 million in 2012. As of June 30, 2015, the Company had $1.9 billion in total assets, $2.4 billion in total liabilities and a $445.2 million total shareholders' deficit. * * * As reported by the TCR on Feb. 18, 2014, Moody's Investors Service had upgraded the Corporate Family Rating for YRC Worldwide Inc. ("YRCW") from Caa3 to B3, following the successful closing of its refinancing transactions. In the Jan. 31, 2014, edition of the TCR, Standard & Poor's Ratings Services said that it raised its ratings on Overland Park, Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc. (YRCW), including the corporate credit rating to 'CCC+' from 'CCC', and removed them from CreditWatch negative, where they were placed on Jan. 10, 2014. "The upgrades reflect YRCW's improved liquidity position and minimal debt maturities as a result of its proposed refinancing," said Standard & Poor's credit analyst Anita Ogbara. ZACHRY HOLDINGS: Moody's Affirms B1 Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service changed Zachry Holdings Inc.'s (Zachry) outlook to positive from stable. At the same time, Moody's affirmed the B1 corporate family rating, B1-PD probability of default rating and the B2 rating on Zachry's senior unsecured notes. The change in outlook reflects the recent improvement in Zachry's operating results and credit metrics and the expectation this trend will continue due to the company's substantial backlog of work. The following ratings were affected in this rating action: Outlook Actions: Changed To Positive From Stable Affirmations: Probability of Default Rating, Affirmed B1-PD Corporate Family Rating, Affirmed B1 $250 Million Senior Unsecured Notes due 2020, Affirmed B2 (LGD5) RATINGS RATIONALE The B1 corporate family rating reflects Zachry's relatively small size, low margins and lack of geographic and end-market diversification versus other rated engineering and construction companies. The company is primarily focused on the cyclical domestic energy sector and has little exposure to other end-markets and geographic regions. Zachry's ratings are supported by the company's relatively conservative financial policies, modest leverage, ample interest coverage and strong backlog of work. Zachry's adequate liquidity profile also supports its rating along with a lack of near-term debt maturities. Zachry's operating results are expected to improve substantially in 2015 as the company works on its $6.3 billion backlog of work. The backlog is relatively secure since a few key large projects are already in progress including two gas turbine power generating units for Exelon Corporation (Baa2 stable) and joint venture projects constructing three LNG liquefaction trains for Freeport LNG and two polyethylene units for Chevron Phillips Chemical Company (A2 stable). These projects have enabled the company to achieve significantly improved operating results during the first half of 2015 with revenues up about 45% to $1.6 billion and adjusted EBITDA rising by around 33% to $92 million. As a result, the company's credit metrics have strengthened with its adjusted leverage ratio (Debt/EBITDA) declining to 2.6x and its interest coverage ratio (EBITA/Interest Expense) rising to 3.3x as of June 2015. Moody's expects the positive trends in Zachry's business to continue as work progresses on key projects and for the company to produce full year 2015 revenues of about $3 billion and adjusted EBITDA in the range of $170 million to $190 million versus $2.4 billion in revenues and $134 million of adjusted EBITDA in 2014. This should lead to a further strengthening in Zachry's credit metrics with its adjusted leverage ratio declining to about 2.3x and its interest coverage rising to about 4.0x. These metrics will be strong for the company's rating and above our upside rating triggers for leverage and coverage. Zachry will also be approaching the upgrade thresholds of at least $3 billion in revenues and $125 million of EBITA, and could exceed these levels in 2016 if projects progress as anticipated with no meaningful execution issues. Zachry has a good liquidity profile and no debt maturities until 2018. The company had $406 million of cash and $108 of borrowing availability on its $450 million senior secured revolving credit facility as of June 2015. Zachry had $342 million of letters of credit outstanding and no borrowings on the revolver, which is mainly used for financial and performance letters of credit. The company's cash balance rose by about $200 million during the first half of 2015 due to advance payments on its large projects. Its cash balance should remain elevated throughout 2015, but will fluctuate based on the timing of payments. An upgrade of Zachry's ratings could occur if the company maintains a leverage ratio (Debt/EBITDA) below 4.0x and an interest coverage ratio (EBITA/Interest Expense) above 2.5x while increasing its scale by growing its revenues to at least $3 billion and its EBITA to at least $125 million. Negative rating pressure is unlikely in the near term, but could develop if deteriorating operating results, debt financed acquisitions or shareholder dividends result in funds from operations (CF from operations before working capital changes) declining below 20% of outstanding debt or cash & marketable securities dropping below 40% of outstanding debt. A significant reduction in borrowing availability or liquidity could also result in a downgrade. Headquartered in San Antonio, Texas, Zachry Holdings is a domestically focused provider of engineering, procurement, construction, turnaround and maintenance services. The company's EPC business provides engineering, procurement and construction services to the domestic midstream and downstream energy and power sectors on both a cost reimbursable and lump sum basis. The Turnarounds and Maintenance business performs maintenance, overhaul and repair services for the refinery, chemical and petrochemical sectors. The company generated $2.9 billion in revenues for the trailing 12-month period ended June 30, 2015. [*] Gaming Industry Continues to Face Challenges, Fitch Says ------------------------------------------------------------ Investors should view the recovery in the year-to-date gaming across regional markets with caution, according to Fitch Ratings. Fitch believes that regional gaming remains secularly challenged and long-term growth will largely be flat and possibly slightly negative despite the 2.2% gaming revenue growth year-to-date through July. Secular challenges include millennials' lower propensity to gamble, baby boomers' less certain retirement prospects, less robust growth in median wages, and a proliferation of gambling alternatives. Easy year-over-year comparisons along with more affordable gas prices are masking these secular headwinds. Looking at more static states in terms of supply (PA, MI, MS, IA, and MO) gaming revenues are up 3.2% year-to-date through July over 2014 same-period revenues but are down 0.7% relative to the 2013 same-period revenues. The decline relative to 2013 would likely be steeper if not for the lower gasoline prices, which declined by about one-third in the first-half 2015 relative to first-half 2014 and full-year 2013 prices. (Gasoline makes up 3%-4% of personal consumption spending.) Positive U.S. economic indicators are encouraging despite our longer term cautious view. The improving indicators, should they be sustained, will support the credit profiles of regional gaming issuers given their relatively healthy operator balance sheets and free cash flows (FCFs). Gaming operators continue to sound optimistic on their earnings calls saying that the consumer is looking stronger and are finding further efficiencies resulting in solid EBITDA flow throughs. However, another downturn could be especially problematic for operating companies that sold or spun off their assets and now are obligated to make lease payments for right to operate these assets. The lease payments taken together with maintenance capex increase these companies' operating leverage, making their FCF especially susceptible to operating pressure. Slot suppliers are more of a focus versus operators given the former's more acute exposure to regional secular pressures relative to the operators and, in some instances, higher leverage. Still, we believe slot suppliers' positive FCFs, good liquidity, and increased diversification should keep defaults at bay, at least in the near-to-medium term. Additional information can be found in Fitch Ratings' Gaming, Lodging, and Leisure (GLL) electronic newsletter including brief sector comments, recent/upcoming events, and links/summaries to rating actions and detailed reports. [*] GAO Report Tackles Atty. Fee Guidelines, Venue for Large Cases ------------------------------------------------------------------ What GAO Found GAO's analysis of U.S. Trustee Program (USTP) data and interviews with bankruptcy stakeholders including Assistant U.S. Trustees (AUST), selected bankruptcy judges, and attorneys indicate that attorneys' fee applications for cases subject to the USTP's 2013 fee guidelines (cases involving assets and liabilities each of $50 million or more) have generally contained the information requested by the guidelines. This information is intended to assist the courts in determining whether requested fees are reasonable and necessary. Specifically, in the data GAO reviewed, the USTP identified no issues in submitted fee applications in 47 of the 94 cases filed since the guidelines went into effect in November 2013. Attorneys resolved almost all of the issues in the other 47 cases by providing an explanation or additional information. Bankruptcy stakeholders had mixed perspectives of the overall value of the guidelines and of their potential effect on the efficiency and transparency of the Chapter 11 bankruptcy process, or the fees awarded. Similarly, opinions regarding the effect of specific provisions of the 2013 guidelines also varied by group. For example, 15 of 18 AUSTs said the provision requesting that attorneys provide budgets was likely to have a positive effect on the fee review process, while 10 of 14 attorneys said it was unlikely to have an effect. For example, stakeholders with a positive view said the budgeting provision encourages early communication in a case, while those with a negative view said that the unpredictability of bankruptcy cases limit the value of a budget. Bankruptcy attorneys and judges GAO interviewed and academic research identify several factors that contribute to venue selection -- the process of choosing where to file. Companies filing for bankruptcy have several options available to them when determining the venue, or court, in which to file their case, including their place of incorporation, principal place of business or assets, or where an affiliate has filed a Chapter 11 case. The most frequently cited factors -- prior court rulings, the preferences of lenders, and judge experience -- all contribute to overall predictability in a case and can provide some insights into what to expect from a court as a case proceeds through the bankruptcy process. For example, knowing a judge's level of experience with large cases and how a court has ruled on certain matters can help an attorney advise a client about how a court is likely to respond to issues in a specific case. Eight of the 39 attorneys and judges GAO interviewed cited perceived court attitudes on professional fees as a significant factor in venue selection. Approximately 61 percent of large Chapter 11 bankruptcy cases filed since October 2009 were filed in two jurisdictions -- the Southern District of New York (SDNY) and the District of Delaware (Delaware). Bankruptcy attorneys and judges and academic research identified both positive and negative effects of the concentration of cases in these two jurisdictions. The positive effect most commonly cited by attorneys and judges was the significant large case experience developed by judges in the SDNY and Delaware. In contrast, the negative effects most commonly cited by attorneys were the difficulty local bankruptcy firms face in maintaining a bankruptcy practice outside of the SDNY and Delaware and the lack of opportunity for courts outside of these jurisdictions to develop precedent and expertise. Why GAO Did This Study Since 2010, there have been at least 765 Chapter 11 bankruptcy filings by large companies. The associated fees for bankruptcy professionals, including attorneys, can run into the hundreds of millions of dollars. The size of these fees has raised questions about whether professionals have charged a premium for large bankruptcies and used the venue selection process to file in courts where they believed they would receive higher fees. The USTP, a Department of Justice component, is responsible for, among other things, reviewing whether fees requested by professionals in bankruptcy cases are reasonable and necessary in accordance with the Bankruptcy Code. In 2013, the USTP issued new guidelines governing its review of attorney fee applications in large Chapter 11 cases. GAO was asked to review the USTP's 2013 guidelines. This report examines (1) the extent to which fee applications observed the 2013 guidelines and bankruptcy stakeholders' opinions regarding the guidelines' key provisions and their effects, and (2) what bankruptcy stakeholders and available research identify as contributing factors and effects of venue selection in large Chapter 11 cases. GAO conducted 57 nongeneralizable interviews with bankruptcy judges, attorneys, and AUSTs in 15 bankruptcy court jurisdictions responsible for large Chapter 11 cases. GAO also reviewed USTP data and court documents on cases subject to the 2013 guidelines, and relevant academic literature on professional fees and venue selection. The USTP generally agreed with GAO's findings. A copy of the GAO report is available at http://is.gd/wDzrAl For more information, contact David C. Maurer at (202) 512-9627 or MaurerD@gao.gov. [*] Iron Horse to Conduct Bankruptcy Auction Assets Until Oct. 19 ----------------------------------------------------------------- Iron Horse Auction Company of Rockingham, NC, on Sept. 25 disclosed that it is conducting an online bankruptcy auction of the real property, personal property, fixtures, guns, pawn contracts, layaway and gun loans for two area Charlotte Pawn Shops that ends Monday, Oct. 19, 2015 at 1:00 p.m. for the Real Estate, Fixtures, Layaways & Pawn Contracts & 2:00 p.m. for all other Personal Property. The Commercial Building and some of the pawn contracts to be sold is located at 4001 Tuckaseegee Rd., Charlotte, NC and is Subject to Bankruptcy Court Approval. The location of the other pawn contracts and all other personal property is 1413 Central Ave., Charlotte, NC. The personal property includes; Firearms, Tools, Jewelry, Televisions, Bikes, Knives, Ammo, Sporting Goods, Video Gaming Systems, Computers and Much More. The real estate and all other properties are selling for the U.S. Bankruptcy Court for The Western District of North Carolina Division – Case 15-31328. Sonny Weeks of Iron Horse states, "Exceptional opportunity to purchase Commercial Real Estate, Pawn Loans, Firearms and Assorted Personal Property in Charlotte, NC. Pawn Dealers and Commercial Real Estate Investors may never get this rare opportunity again." For further information or see the current bids, go to http://www.ironhorseauction.com/or call: 800-997-2248 For interviews, contact: Sonny Weeks at 704-200-3201 Iron Horse Auction Company, Inc. 174 Airport Road Rockingham, NC 28379 Tel: 910-997-2248 http://www.ironhorseauction.com [^] BOND PRICING: For the Week from Sept. 21 to 25, 2015 -------------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- ACE Cash Express Inc AACE 11.000 36.000 2/1/2019 ACE Cash Express Inc AACE 11.000 38.500 2/1/2019 AM Castle & Co CAS 7.000 59.000 12/15/2017 Affinion Investments LLC AFFINI 13.500 50.000 8/15/2018 Alpha Appalachia Holdings Inc ANR 3.250 4.000 8/1/2015 Alpha Natural Resources Inc ANR 6.000 4.000 6/1/2019 Alpha Natural Resources Inc ANR 9.750 4.250 4/15/2018 Alpha Natural Resources Inc ANR 6.250 4.000 6/1/2021 Alpha Natural Resources Inc ANR 7.500 7.250 8/1/2020 Alpha Natural Resources Inc ANR 3.750 3.000 12/15/2017 Alpha Natural Resources Inc ANR 4.875 3.000 12/15/2020 Alpha Natural Resources Inc ANR 7.500 7.000 8/1/2020 Alpha Natural Resources Inc ANR 7.500 25.500 8/1/2020 American Eagle Energy Corp AMZG 11.000 18.875 9/1/2019 American Eagle Energy Corp AMZG 11.000 18.875 9/1/2019 Arch Coal Inc ACI 7.000 6.520 6/15/2019 Arch Coal Inc ACI 7.250 6.035 6/15/2021 Arch Coal Inc ACI 9.875 10.000 6/15/2019 Arch Coal Inc ACI 7.250 12.750 10/1/2020 Arch Coal Inc ACI 8.000 12.750 1/15/2019 Arch Coal Inc ACI 8.000 9.600 1/15/2019 BPZ Resources Inc BPZR 8.500 8.000 10/1/2017 BPZ Resources Inc BPZR 6.500 8.000 3/1/2015 BPZ Resources Inc BPZR 6.500 10.625 3/1/2049 Caesars Entertainment Operating Co Inc CZR 10.000 32.500 12/15/2018 Caesars Entertainment Operating Co Inc CZR 12.750 32.500 4/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 28.250 2/1/2016 Caesars Entertainment Operating Co Inc CZR 6.500 36.660 6/1/2016 Caesars Entertainment Operating Co Inc CZR 10.000 34.375 12/15/2018 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Inc SD 7.500 29.253 2/16/2023 SandRidge Energy Inc SD 8.125 29.976 10/16/2022 SandRidge Energy Inc SD 7.500 24.000 3/15/2021 SandRidge Energy Inc SD 7.500 24.000 3/15/2021 Savient Pharmaceuticals Inc SVNT 4.750 0.225 2/1/2018 Sequa Corp SQA 7.000 52.250 12/15/2017 Sequa Corp SQA 7.000 52.000 12/15/2017 SquareTwo Financial Corp SQRTW 11.625 61.845 4/1/2017 Swift Energy Co SFY 7.875 26.000 3/1/2022 Swift Energy Co SFY 7.125 28.191 6/1/2017 Swift Energy Co SFY 8.875 27.053 1/15/2020 TMST Inc THMR 8.000 16.500 5/15/2013 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 39.500 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 15.500 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 15.250 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 41.800 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 15.000 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 13.875 11/1/2016 US Shale Solutions Inc SHALES 12.500 20.500 9/1/2017 Venoco Inc VQ 8.875 20.500 2/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 21.887 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 29.900 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 16.625 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.375 49.250 8/1/2016 Verso Paper Holdings LLC / Verso Paper Inc VRS 13.000 13.500 8/1/2020 Verso Paper Holdings LLC / Verso Paper Inc VRS 8.750 14.000 2/1/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 13.000 13.500 8/1/2020 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 27.250 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 16.000 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 79.000 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 27.250 1/15/2019 Walter Energy Inc WLTG 9.500 37.125 10/15/2019 Walter Energy Inc WLTG 9.875 1.250 12/15/2020 Walter Energy Inc WLTG 9.500 49.500 10/15/2019 Walter Energy Inc WLTG 9.500 36.750 10/15/2019 Walter Energy Inc WLTG 9.500 36.750 10/15/2019 Warren Resources Inc WRES 9.000 30.250 8/1/2022 Warren Resources Inc WRES 9.000 27.625 8/1/2022 Warren Resources Inc WRES 9.000 27.625 8/1/2022 iHeartCommunications Inc IHRT 10.000 55.590 1/15/2018 iHeartCommunications Inc IHRT 10.000 74.438 1/15/2018 iHeartCommunications Inc IHRT 10.000 57.375 1/15/2018 ********* 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 ***