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/raid1/www/Hosts/bankrupt/TCR_Public/150929.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, September 29, 2015, Vol. 19, No. 272 Headlines 800 BUILDING: Asks Court to Extend Plan Filing Date to Jan. 12 ACME CAKE: Judge Trims Legal Misconduct Claims in Sabatini Suit ALLIED SECURITY: S&P Affirms 'B' CCR; Outlook Stable ALLY FINANCIAL: Fitch Revises Rating on 2018 Notes to 'BB' AMC ENTERTAINMENT: Moody's Raises CFR to B1; Outlook Stable ANNA'S LINENS: Has Final Authority to Obtain $80MM DIP Loan AOXIN TIANLI: Receives NASDAQ Listing Non-Compliance Notice ARCH COAL: Lenders to Urged to Reach Consensus AUBURN TRACE: Delray Wins Nod to Prosecute Foreclosure AUBURN TRACE: Plan Hearing Deferred Pending Settlement Approval AUBURN TRACE: Plan Unconfirmable, Says Delray Beach BEHAVIORAL SUPPORT: Gupta Directed to Turnover Schwab Account BERNARD L. MADOFF: Picard Seeks to Block Kingate Appeal BERNARD L. MADOFF: Picard Wants Motions to Intervene Blocked BLACK ELK ENERGY: Sullivan & Worcester Files Rule 2019 Statement BOISE COUNTY, ID: Moody's Affirms Ba2 Rating on $1.4MM GO Debt BPZ RESOURCES: Oct. 1 Hearing on Adequacy of Plan Disclosures BULLIONDIRECT INC: Files Bankruptcy Rule 2015.3 Report C WONDER: Admin. Claims, Final Fee Applications Due October C WONDER: Liquidation Plan Confirmed by N.J. Judge CAESARS ENTERTAINMENT: Noteholder Seeks Class Certification CARLSTAR GROUP: Moody's Affirms B1 CFR After Repurchase Offer CARMIKE CINEMAS: Moody's Confirms B2 CFR; Outlook Stable CINEMARK USA: Moody's Confirms B1 CFR; Outlook Stable CONSTAR INT'L: Settles with Lenders in Sham Incentive Pay Deal DIAMONDHEAD CASINO: December Trial on Involuntary Chapter 7 DRD TECHNOLOGIES: Has Until Oct. 30 to Decide on Leases DYNCORP INT'L: S&P Lowers Rating to 'CCC' as Debt Payment Looms DYNEGY INC: Moody's Affirms B2 CFR & Revises Outlook to Positive EAGLE INC: Employs Barrasso Usdin as Local Counsel EAGLE INC: Taps Young Conaway as Bankruptcy Counsel ELDORADO GOLD: S&P Affirms 'BB' CCR; Outlook Stable ENBRIDGE ENERGY: Moody's Affirms Ba1 Rating on Jr. Sub. Bonds ENERGY FUTURE: Unsecured Creditors Seek Delay of Plan Approval FNB CORPORATION: Moody's Rates Non-Cumulative Preferred Stock Ba2 FOOT LOCKER: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Stable G & S METAL: Court Trims Claims Against Continental Casualty GMI USA: Meeting Today to Form Creditors' Committee GOODRICH PETROLEUM: S&P Lowers Rating on 8.875% Sr. Notes to D HERCULES OFFSHORE: Court Confirms Prepackaged Ch. 11 Plan HII TECHNOLOGIES: Hires Stout Risius as Restructuring Advisors HII TECHNOLOGIES: Wants to Reject 21 Executory Contracts IFS FINANCIAL: 5th Circuit Affirms Removal of Chapter 7 Trustee IRACORE INTERNATIONAL: Moody's Lowers CFR to Caa2; Outlook Neg. JDN PROPERTIES: Court Enforces Deal Between Ch. 7 Trustee & Natale KEY ENERGY: S&P Lowers CCR to 'CCC+'; Outlook Stable MANULIFE US REIT: S&P Affirms Prelim. 'BB' CCR; Outlook Stable MIDWAY GOLD: Gavin/Solmonese OK'd as Panel's Financial Advisor MIDWAY GOLD: Has Authority to Use Cash Collateral Until Nov. 6 MOTORS LIQUIDATION: Ignition Switch Suit Remains in Bankr. Court MPF HOLDINGS: Trustee Cannot Sue to Recover Payments to Mustang OCWEN FINANCIAL: S&P Affirms 'B' ICR & Removes from Watch Negative PATRIOT COAL: U.S. Trustee Amends Retiree Panel Appointment PETTERS COMPANY: Trustee Gets Approval to Take Part in Mediation PROPETRO SERVICES: Moody's Lowers CFR to Caa2; Outlook Negative PROPETRO SERVICES: S&P Affirms 'B-' CCR & Revises Outlook to Neg. REGAL ENTERTAINMENT: Moody's Confirms B1 CFR; Outlook Stable RELATIVITY MEDIA: Bid Deadline Passes, Offers for Assets Are Low RELATIVITY MEDIA: Bonus Retention Plans Get Court Approval RELATIVITY MEDIA: Netflix Has Paid $283 Million to Use Films REPUBLIC AIRWAYS: Agrees with Pilots on Tentative Labor Pact RESIDENTIAL FUNDING: MIG Partners' Bid to Withdraw Reference Denied RGIS SERVICES: Moody's Affirms B3 CFR & Changes Outlook to Neg. RKI EXPLORATION: Moody's Withdraws B2 Corporate Family Rating ROBERT DEMAURO: Judge Drills Down on Tuition Payments SABINE OIL: U.S. Trustee to Hold 341 Meeting Today SAMSON RESOURCES: Meeting Tomorrow to Form Creditors' Committee SFX ENTERTAINMENT: Moody's Considers $60MM Funding as Credit Pos. STANDARD REGISTER: Plan, Disclosures Hearing Set for Nov. 16 TRADER CORPORATION: Moody's Raises CFR to B2; Outlook Stable TRANSOCEAN INC: S&P Affirms 'BB+' CCR & Revises Outlook to Neg. WET SEAL: Wants Until Nov. 30 to Solicit Plan Acceptances [] More Smaller US Colleges Expected to Close, Merge [^] Large Companies with Insolvent Balance Sheet ********* 800 BUILDING: Asks Court to Extend Plan Filing Date to Jan. 12 -------------------------------------------------------------- The 800 Building, LLC, asks the U.S. Bankruptcy Court for the Northern District of Illinois to extend the exclusive period to file a chapter 11 plan through and including January 12, 2016, and to solicit votes for that plan through and including March 11, 2016. The Debtor explains that it seeks to maintain exclusivity so that parties with competing interests do not derail its efforts to formulate a consensual plan. Maintaining exclusivity fosters stability and predictability that comes with engaging with the Debtor as the only potential plan proponent, the Debtor asserts. It is worth noting that the proposed extension is relatively short -- only 4 months, the Debtor adds. The Debtor is represented by: David J. Fischer, Esq. Phillip W. Nelson, Esq. LOCKE LORD LLP 111 South Wacker Drive Chicago, Illinois 60606 Tel: (312) 443-0700 Fax: (312) 443-0336 Email: david.fischer@lockelord.com phillip.nelson@lockelord.com About The 800 Building The 800 Building, LLC, owns and operates two adjacent but related rental properties in downtown Louisville, Kentucky: (a) a 246-unit residential apartment building known as The 800 Building, with a street address of 800 South 4th Street; and (b) a 48-slot parking garage, with a street address of 820 South 4th Street. The company is owned by Leon and Helen Petcov and is managed by Leon Petcov. The 800 Building, LLC sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 15-17314) on May 15, 2015. The Debtor disclosed $21,564,298 in assets and $33,706,487 in liabilities as of the Chapter 11 filing. The case is assigned to Judge Pamela S. Hollis. The Debtor tapped Phillip W. Nelson, Esq., at Locke Lord LLP, in Chicago, as counsel. ACME CAKE: Judge Trims Legal Misconduct Claims in Sabatini Suit --------------------------------------------------------------- Bonnie Eslinger at Bankruptcy Law360 reported that a New York federal judge on Sept. 23, 2015, trimmed legal misconduct claims in Sabatini Frozen Foods' $2 million suit accusing attorneys at Weinberg Gross & Pergament LLP of thwarting recovery on a breach of contract judgment, but kept alive a fraudulent initiation of bankruptcy claim. Sabatini Frozen Foods LLC filed its complaint in New York bankruptcy court in April 2014 accusing Weinberg Gross & Pergament and one of its partners, Marc Alan Pergament, of willfully delaying the company's breach of contract case against Acme Cake Co. Inc. Acme Cake Co., Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 08-41965) on April 2, 2008, after a jury verdict was rendered in favor of Sabatini in excess of $1.7 million. The bankruptcy petition was filed prior to entry of the judgment. The Company estimated under $1 million in assets and debts in its petition. Weinberg, Gross & Pergament LLP served as the Debtor's counsel. Stuart, Edelstein, Linderman & Co, Inc., acted as accountants for the Debtor. Finkel Goldstein Rosenbloom & Nash, LLP, served as attorneys for the Committee. Kelley Drye replaced Finkel Goldstein in November 2008. Backenroth, Frankel & Krinsky, LLP replaced Kelley Drye in July 2009. ALLIED SECURITY: S&P Affirms 'B' CCR; Outlook Stable ---------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Conshohocken, Pa.-based Allied Security Holdings LLC. The outlook is stable. "At the same time, we affirmed our 'B+' issue-level rating and '2' recovery rating on the company's first-lien credit facilities, including an $81 million revolving credit facility due 2019 and a $704 million term loan due 2021 ($665 million outstanding). The '2' recovery rating indicates our expectation for lenders to receive substantial (70% to 90%, at the lower end of the range) recovery in the event of a payment default. In addition, we affirmed our 'CCC+' issue-level rating and '6' recovery rating on its $295 million second-lien term loan due 2021. The '6' recovery rating indicates our expectation for lenders to receive negligible (0% to 10%) recovery in the event of a payment default. Our ratings assume the transactions close on substantially the same terms presented to us," S&P said. "The ratings reflect Allied Security's 'highly leveraged' financial risk profile, participation in the fragmented manned security services industry, and narrow business focus," said Standard & Poor's credit analyst Peter Deluca. "We have also factored into the rating the company's good market position, flexible cost structure, diversified client base, and good client retention experience," he added. S&P's assessment of Allied Security's financial risk profile as "highly leveraged" incorporates S&P's belief that capital allocation decisions could restrict the company from materially strengthening its credit measures for an extended time period. S&P's "weak" business risk assessment on Allied Security reflects that the company participates in a highly competitive industry, but has a good market position in the domestic manned-security industry and solid profitability. The stable rating outlook reflects S&P's expectation that Allied Security will be able to support its high debt levels, given its good market position in the growing manned guard sector. S&P expects the company to at least maintain credit measures near current levels, including leverage in the mid-7x area, over the next year to maintain the stable outlook. S&P could lower its ratings if EBITDA interest coverage decreases to below 2x on a sustained basis, which could result from unexpected customer contract losses, leading to cash flow and profit declines. This could occur if EBITDA declines by approximately 20%. Given the company's debt levels and financial sponsor ownership, it is unlikely that S&P would consider an upgrade in the next year. Longer term, S&P would consider an upgrade if the company is able to improve credit measures, which could result from the company adopting a less aggressive financial policy, such that leverage decreases to below 5x on a sustained basis. S&P estimates this could occur if the company pays down approximately $350 million in debt (assuming current debt and EBITDA.) ALLY FINANCIAL: Fitch Revises Rating on 2018 Notes to 'BB' ---------------------------------------------------------- Fitch Ratings has revised the rating assigned to Ally Financial Inc.'s (Ally) $482.9 million 8.0% Subordinated Notes due 2018 (CUSIP: 36186CCA9) to 'BB' from 'BB+'. Fitch previously had mischaracterized these notes as a senior unsecured debt obligation. The rating revision does not reflect any credit concerns with respect to Ally, and Ally's 'BB+' Issuer Default Rating (IDR) and Stable Rating Outlook are unaffected by this action. KEY RATING DRIVERS - SUBORDINATED DEBT The revision of the subordinated debt rating reflects the subordinated nature of the debt class relative to Ally's senior secured and senior unsecured debt obligations. RATING SENSITIVITIES - SUBORDINATED DEBT The rating assigned to the subordinated debt is one-notch below Ally's IDR, and therefore would be expected to move in tandem with any change in Ally's IDR. Additionally, the notching between the subordinated debt and the IDR could widen to the extent that Fitch's view of the recovery prospects for the subordinated debt decreased. Fitch has taken the following rating action: Ally Financial Inc. -- $482.9 million 8.0% Subordinated Notes due 2018 revised to 'BB' from 'BB+'. AMC ENTERTAINMENT: Moody's Raises CFR to B1; Outlook Stable ----------------------------------------------------------- Moody's Investors Service upgraded AMC Entertainment Inc.'s corporate family rating to B1 from B2. The secured credit facilities were upgraded to Ba1 from Ba2 and the subordinate notes due 2020, 2022 and 2025 were upgraded to B2 from B3. The outlook is stable. These actions conclude the review for upgrade initiated on June 16, 2015, upon the adoption of Moody's updated approach for standard adjustments for operating leases, which is explained in the cross-sector rating methodology Financial Statement Adjustments in the Analysis of Non-Financial Corporations, published on June 15, 2015. The upgrade reflects a meaningful improvement in leverage which has fallen steadily and substantially. In addition we observe strength in a number of key credit factors, relative to its peers. This includes high market share, leading returns on its asset base, and strong cash flows. Moody's also recognizes the company's leadership in delivering a high quality experience to its customers with a strong commitment to invest in the business. This is evident in its general bias toward more productive uses of capital, and noticeable results in operating performance. A summary of actions: Issuer: AMC Entertainment Inc. Upgrades: Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Backed Senior Subordinated Notes due 2020 and 2022, Upgraded to B2, LGD5 from B3, LGD5 Senior Subordinated Notes due 2025, Upgraded to B2, LGD5 from B3, LGD5 Senior Secured 1st Lien Bank Credit Facilities due 2018 and 2020, Upgraded to Ba1, LGD2 from Ba2, LGD2 Affirmations: Speculative Grade Liquidity Rating, Affirmed SGL-2 Outlook Actions: Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE AMC's B1 corporate family rating incorporates the company's liberal use of operating cash flow and the constraints imposed by a mature industry experiencing a secular decline in attendance. Additionally, the company is challenged by a dependence on a limited number of movie studios, an unpredictable box office result, and emerging competitive threats. Despite these challenges, the company is one of the four largest operators in the US with a 17% North American market share that has remained steady over the last five years. In addition to size and scale, the company benefits from barriers to entry into the first-run window for theatrical distribution, pricing power, high margins, and good liquidity. Despite prior challenges experienced during early 2000 when the sector overbuilt and several major operators filed for bankruptcy, the industry can be and is a durable business when capital structures are reasonable and capital is allocated at a rational pace for expansion and other uses. Since its founding in 1920, the company has grown in size and scale through multiple recessions, variability in the movie slate, and technological advances, proving the business model is resilient. AMC has moderate leverage at 4.7x (Moody's adjusted at June 30, 2015) and has used a modest 32% of its funds from operations (as reported) to grow through acquisition during the last five years. AMC's liquidity is good, as defined by its SGL-2 speculative grade liquidity rating. Moody's views is supported by strong cash flows, a substantial cash balance, a moderately sized revolver that is likely to be temporarily drawn to partially fund an acquisition, and the value of the company's alternative sources of capital. AMC also benefits from a long dated capital structure, with no meaningful maturities prior to its term loan due in April 2020. The stable outlook reflects our expectation the company will generate positive free cash flow (after dividends), as well as leverage sustained below 5.0 times (Moody's adjusted debt/EBITDA). Given the maturity of the industry, limited opportunities for growth, and the secular decline in attendance driven by the rise in competitive threats, an upgrade is unlikely. The company would need to substantially improve its market position, competitive defenses, and demonstrate sustained free cash to debt in excess of 5%; and leverage of Debt-to-EBITDA sustained under 4.0x. A downgrade could result from sustained negative free cash flow, leverage of debt-to-EBITDA sustained above 5.0x, significant shareholder returns, or a weakening of the business model or strategic position of the company. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. ANNA'S LINENS: Has Final Authority to Obtain $80MM DIP Loan ----------------------------------------------------------- The United States Bankruptcy Court for the Central District of California, Santa Ana Division, authorized Anna’s Linens, Inc., on a final basis, to obtain a senior secured super-priority revolving credit facility from Salus Capital Partners, LLC. The DIP Lender agrees to provide for a non-amortizing revolving credit facility of up to $80,000,000 for revolving advances to the Debtor. The proceeds of which will be used solely to: (a) extinguish certain Pre-Petition Obligations in the amount of approximately $66.425 million, consisting of approximately (1) $63 million in principal and interest, (2) $3.2 million in early termination fees, and (3) $225,000 in credit monitoring fees; (b) pay fees, costs and expenses in connection with the DIP Financing Agreement, including payment of the Agent's and DIP Lender's reasonable attorney's fees and other out of pocket expenses; (c) pay Debtor's postpetition operating expenses incurred in the ordinary course of business; (d) pay costs and expenses of administration of this Chapter 11 Case, including payment of the Debtor's professional fees; and, (e) pay other amounts as specified in the Approved Budget and/or operative documentation and allowed by the Bankruptcy Court, in the case of (c) through (e), in amounts and categories consistent with the Approved Budget. The DIP Facility accrues interest at LIBOR plus 8.5%, with a minimum interest rate of 8.75%, paid monthly in arrears. During an event of default, the applicable rate will increase by 4%. The DIP Facility also provides for a closing fee equal to 0.5% of the aggregate DIP Facility commitment amount of approximately $20 million in excess of the Prepetition Obligations, which fee will be fully earned and due and payable on the Closing Date. An exit fee equal to 1.0% of the aggregate of the aggregate DIP Facility commitment amount of approximately $20 million in in excess of the Prepetition Obligations, which fee will be fully earned on the Closing Date, and concern sale so exit fee will be reduced to 0.5%. The Court overruled all objections to the final approval of the DIP financing request. Shewak Lajwanti Home Fashions, Inc., P & A Marketing, Inc., and Panda Home Fashions, LLC, objected to the DIP financing request. In response, the Debtor asserted that it is disingenuous for the creditors to re-argue their opposition to the financing under a guise of a "Limited Objection" to form of order. Salus joined in the Debtor's response and explained that the Motion was heavily negotiated by the Debtor, the Official Committee of Unsecured Creditors and the DIP Agent. The parties, Salus told the Court, worked hard to reach a compromise that would allow this Chapter 11 Case to proceed in a manner that will maximize value in the assets. A full-text copy of the Final DIP Order with Budget is available at http://bankrupt.com/misc/ANNASdipord.pdf The Debtor is represented by: David B. Golubchik, Esq. Eve H. Karasik, Esq. Juliet Y. Oh, Esq. Lindsey L. Smith, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Tel: (310) 229-1234; Fax: (310) 229-1244 Email: dbg@lnbyb.com ehk@lnbyb.com jyo@lnbyb.com lls@lnbyb.com The DIP Agent, Salus Capital Partners, LLC, is represented by: Howard J. Steinberg, Esq. GREENBERG TRAURIG, LLP 1840 Century Park East, Suite 1900 Los Angeles, California 90067 Tel: (310) 586-7700 Fax: (310) 586-7800 Email: steinbergh@gtlaw.com -- and -- Jeffrey M. Wolf, P.C., Esq. Joseph P. Davis, P.C., Esq. GREENBERG TRAURIG, LLP One International Place Boston, Massachusetts 02110 Tel: (617) 310-6000 Fax: (617) 310-6001 Email: wolf@gtlaw.com davis@gtlaw.com -- and -- Nancy A. Mitchell, P.C., Esq. Paul T. Martin, P.C., Esq. GREENBERG TRAURIG, LLP 200 Park Avenue New York, New York 10166 Tel: (212) 801-9200 Fax: (212) 801-6400 Email: mitchell@gtlaw.com martin@gtlaw.com About Anna's Linens Anna's Linens is a specialty retailer offering home textiles, furnishings and decor at attractive prices. Headquartered in Costa Mesa, California, operates a chain of 268 company owned retail stores throughout 19 states in the United States (including Puerto Rico and Washington, D.C.) generates over $300 million in annual revenue and employs a workforce of over 2,500 associates. Anna's Linens sought Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 15-13008) in Santa Ana, California, on June 14, 2015. The case is assigned to Judge Theodor Albert. The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as counsel. The Debtor estimated assets of $50 million to $100 million and debt of $100 million to $500 million. The U.S. trustee overseeing the Chapter 11 case of Anna's Linens Inc. appointed seven creditors to serve on the official committee of unsecured creditors. AOXIN TIANLI: Receives NASDAQ Listing Non-Compliance Notice ----------------------------------------------------------- Aoxin Tianli Group, Inc., a diversified company with businesses in hog farming and manufacture and marketing of electro-hydraulic servo-valves and optical fiber hardware and software solutions, on Sept. 25 disclosed that on September 21, 2015 the Company received a letter from the NASDAQ Stock Market stating that for the previous 30 consecutive business days, the closing bid price of the Company's stock was below the minimum bid price of $1.00 per share for continued listing on the NASDAQ Capital Market pursuant to NASDAQ Marketplace Rule 5550(a)(2). The NASDAQ letter has no immediate effect on the listing of the Company's shares. In accordance with NASDAQ Marketplace Rule 5810(c)(3)(A), the Company has been provided with a period of 180 calendar days, or until March 21, 2016, to regain compliance with the Minimum Bid Price Rule. If at any time during this 180-day period the closing bid price of the Company's Common Shares is at least $1.00 for a minimum of ten consecutive days, NASDAQ will provide written confirmation of compliance and the matter will be closed. The Company intends to evaluate available options to resolve the deficiency and regain compliance with the Minimum Bid Price Rule. About Aoxin Tianli Group, Inc. Aoxin Tianli Group, Inc., previously known as Tianli Agritech, Inc., is a diversified company with businesses in hog farming and manufacturing and marketing of electro-hydraulic servo-valves and optical fiber hardware and software solutions. Under a New Strategic Development Plan adopted in July 2014, the Company plans to continue to diversify through targeted investments and acquisitions in selected high-growth industries such as equipment manufacturing, optoelectronics, new material & new energy products, electromechanics and healthcare devices. The Company is headquartered in Wuhan City, Hubei Province. ARCH COAL: Lenders to Urged to Reach Consensus ---------------------------------------------- Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review, reported that a state court judge floated the idea of appointing a mediator to help sort out a legal dispute over an Arch Coal Inc. bond-swap deal that advocates say would keep the coal company out of bankruptcy. According to the report, Justice Saliann Scarpulla of the New York State Supreme Court said she had someone in mind who she believed could help resolve litigation brought by an affiliate of GSO Capital Partners, one of Arch's minority lenders. She urged GSO, which supports a proposal to fix Arch's balance sheet by swapping more than $3 billion in bond debt, and the majority lenders that oppose the deal to resolve their issues out of court, the report related. 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+'. 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. AUBURN TRACE: Delray Wins Nod to Prosecute Foreclosure ------------------------------------------------------ Judge Paul G. Hyman, Jr., of the U.S. Bankruptcy for the Southern District of Florida on Sept. 11, 2015, convened a hearing on Sept. 11, 2015, on the City of Delray Beach's motion for relief from stay. Delray on Aug. 14, 2015, asked the Court to lift the automatic stay for cause, saying the Debtor's bankruptcy-exit Plan is patently unconfirmable, and the Forbearance Agreement entered into between the Debtor and IberiaBank more than two years prior to the Petition Date waiving the protections from the automatic stay should be enforced. The Debtor opposed the motion, saying that it should be permitted to use the Bankruptcy Code to confirm its Plan that has already been solicited and accepted by the secured tax claimholders and the general unsecured claimholders. It said that based on its 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 DB relief from the automatic stay pursuant to 11 U.S.C. Sec. 362(d)(1). The Debtor noted that the Plan has a reasonable possibility of being confirmed because, since the Plan has been accepted by both the secured tax claims in Class 1 and the unsecured creditors in Class 5, the Debtor may "cramdown" the Plan on DB's non-consenting impaired classes. Despite the Debtor's objections, Judge Hyman on Sept. 16 entered an order GRANTING IN PART Delray's Motion. The judge ruled that the automatic stay provided by 11 U.S.C. Sec. 362(d) is modified and ordered that Delray shall have relief, effective Oct. 2, 2015, to foreclose on its First Mortgage and Second Mortgage on the Debtor's real property located at: Tract C of the Plat of AUBURN TRACE, according to the Plat thereof on file in the office of the Clerk of the Circuit court in and for Palm Beach County, Florida, recorded in Plat Book 64, 184, Public Records of Palm Beach County, Florida. a/k/a 625 Auburn Circle West, Delray Beach, Florida 33344 with such relief from stay limited for the purpose of allowing Delray to prosecute the foreclosure on both the first mortgage and the second mortgage, to Final Judgment. According to the order, Delray will not proceed to sale of the property without further Court order. About Auburn Trace Auburn Trace Ltd. is a Florida limited partnership that owns and operates a restricted rental housing complex located in Delray Beach, Florida that provides affordable housing to low-income residents along with a freestanding commercial space. It owns the real property located at 625 Auburn Circle W., Delray Beach, Florida 33444. The value of the real property is estimated to be in the range of $9,300,000 to $10,700,000 based on the values of several appraisals. 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. The Debtor tapped Shraiberg, Ferrara & Landau, P.A., as bankruptcy counsel. The Debtor also won approval to hire the Law Offices of Lowenhaupt & Sawyers as special eviction litigation counsel, and Kenneth Dennison, CPA and Dauby, O'Connor & Zeleski, LLC as accountant. The U.S. Trustee notified the U.S. Bankruptcy Court that until further notice, it will not appoint a committee of creditors. * * * The Debtor has filed a motion seeking an order extending the exclusive period to solicit acceptances of the Plan for a period of 45 days, through and including Oct. 19, 2015. The hearing on the exclusivity extension motion has been continued to Oct. 6, 2015, at 10:00 a.m. AUBURN TRACE: Plan Hearing Deferred Pending Settlement Approval --------------------------------------------------------------- As of Sept. 25, 2015, the U.S. Bankruptcy for the Southern District of Florida has yet to approve the proposed plan of reorganization that Auburn Trace Ltd. The Court conducted a hearing to consider approval of the Disclosure Statement on May 19, and later approved the amended Disclosure Statement filed on May 22. The judge set a July 7 deadline for ballots, and a July 16 objection deadline for confirmation objections, and scheduled a July 21 confirmation hearing, but that hearing was continued. On Sept. 1, 2015, the Court conducted an initial hearing on Delray Beach's Motion to Appoint Chapter 11 Trustee and to consider confirmation of the Debtor's Plan. The confirmation hearing was again continued. The Disclosure Statement provides that the Court will rule on the Motion for Approval of Confidential Settlement Agreement Pursuant to Rule 9019 (the "Settlement Motion") and the objection to the same filed by Delray Beach prior to the Confirmation Hearing. The Settlement Motion and Objection have not yet been scheduled for hearing since the parties are in the process of finalizing discovery. In a Sept. 9 filing, the Debtor said that it and Delray have diligently been involved in settlement negotiations in an effort to resolve their various disputes while continuing to complete discovery in the event no resolution is reached. In the event this matter does not settle, the Debtor and Delray estimate that discovery will be concluded in two to three weeks. According to the Debtor, as of Sept. 9, Class 1 (secured tax claims) and Class 5 (general unsecured creditors) voted in favor of the Debtor's Plan. As it relates to the class of unsecured creditors, the Debtor received ten acceptance votes. The only two classes that voted to reject the Plan were the claims of Delray Beach in Classes 2 and 3. Settlement Motion On March 20, 2015, the Debtor filed a motion seeking approval of a settlement agreement with certain affiliates, insiders and former insiders of the Debtor. Counterparties to the settlement are Auburn Development, LLC, Auburn Management, Inc., Village at Delray GP, LLC ("Withdrawn General Partner"), Brian Hinners, Thomas G. Hinners, Village at Delray, Ltd., Columbia Housing SLP Corporation ("Special Limited Partner"), and PNC Institutional Fund 44 Limited Partnership ("Investment Limited Partner"). The dispute being settled relates to a sale of real property by the Debtor to Village at Delray, Ltd. According to the closing statement, $1,000,000 of the purchase price was withheld and was to be paid to the Debtor after the occurrence of certain events. The settlement calls for, among other things, the payment of the Partnership to the trust account of Sweetapple Broeker & Varkas, P.L., counsel for the Withdrawn General Partner, Auburn Development, Auburn Management, Brian Hinners and the Debtor, the total sum of $1,000,075 ("Payment") by wire transfer. The settlement requires the Debtor to execute releases, and a lawsuit involving the parties will be dismissed. The City of Delray Beach filed an objection to the Motion. The basis of the objection include, inter alia, that: (i) the ramifications to the Debtor of the settlement are impossible to discern and that a review of documents that were not included in the filing would be required; (ii) the settlement involves a payment in excess of $1,000,000 that is not being paid to the estate; (iii) the settlement requires the Debtor to execute releases, which is improper because the Debtor is receiving no consideration; (iv) there is no explanation provided as to why the Debtor has agreed to release claims with regard to a scheduled asset for no consideration; (v) there is no discussion attributing a value to the asset or a need for litigation to recover the asset; and (vi) the Debtor needs to provide a more thorough analysis to explain that each of the Justice Oaks factors have been satisfied. The Court will rule on the Motion to Approve Settlement Agreement and the aforementioned objection prior to the Confirmation Hearing. Summary of Reorganization Plan As reported in the April 16, 2015 edition of the TCR, Auburn Trace filed a reorganization plan that allows (i) its owners to retain control of the company in exchange for a $200,000 contribution, and (ii) unsecured creditors to recover 100 cents on the dollar if they wait for payments that begin 2 years from now, or 65 cents on the dollar if they want payment immediately after confirmation. Funds to be used to make cash payments under the Plan will be derived from the Debtor's monthly income, and from the new value payment estimated to range from $192,719 to $219,714 from owners Auburn Trace Joint Venture and Brian J. Hinners. The Debtor estimates the value of its real property ranges between $9.3 million and $10.7 million. According to the Disclosure Statement, dated April 6, 2015, the Plan proposes to treat and claims and interests as follows: * Holders of allowed secured tax claims [Class 1] will be paid 100% of the allowed amount of their claims. They will receive equal monthly payments, with interest at the statutory rate, over a period not to exceed five years from the Petition Date, in accordance with 11 U.S.C. Sec. 1129(a)(9)(D). * The allowed secured claim of Iberia Bank [Class 2] as it relates to the first position mortgage on the Real Property in the amount of $4,221,558 will be paid in full as follows: (i) Commencing on the Effective Date, or as soon thereafter as is reasonably practicable, for a period of 12 months, the Debtor will pay interest only monthly payments to Iberia Bank at a fixed interest rate based at 1 percentage point above the current Prime Rate as published in the Wall Street Journal (3.25% + 1%), amortized over 30 years. (ii) Upon completion of the interest only payments, the Debtor will make equal principal and interest monthly payments for a period of four years at a fixed interest rate based at 1 percentage point above the current Prime Rate as published in the Wall Street Journal (3.25% + 1%), amortized over 30 years. (iii) In addition to the monthly payments, the Class 2 Claimholder will receive an annual payment in the amount equal to the Debtor's Net Annual Profits, less the amounts paid to the Class 1 Claimholder, on Jan. 15th of each year until the Allowed Class 2 Claim is paid in full. (iv) To the extent the Class 2 Claim is not paid in full based on the payments referenced in the preceding paragraphs, the entire outstanding principal balance, together with accrued, but unpaid interest, will be due and payable on the 5th annual anniversary of the Effective Date. * The allowed secured claim of The City of Delray Beach [Class 3] as it relates to the second position mortgage on the Real Property in the amount of $4,231,816 will be satisfied as follow: (1) Auburn Trace Joint Venture and Brian J. Hinner's will make a lump sum payment of $149,244, which amount represents the prepetition cure amount in default, (2) the maturity date of the claim will be reinstated as such maturity existed before such default, and (3) the Class 3 Claimholder will receive an annual payment in the amount equal to the Debtor's Net Annual Profits, less the amounts paid to the Class 1 and Class 2 Claimholders, on Jan. 15th of each year until the Allowed Class 3 Claim is paid in full. * The holder of the allowed secured claim of the US Small Business Administration [Class 4] as it relates to the third position mortgage on the property in the amount of $199,515 will receive interest-only payments in the first 12 months, principal and interest monthly payments in the next four years plus an annual payment in the amount equal to the Debtor's Net Annual Profits, less the amounts paid to the Class 1, 2, and 3 claimholders until the claim is paid in full. * The holders of allowed general unsecured claims [Class 5] expected to total $599,650 will receive payment pursuant to one of the following two options: (1) Election A: Commencing on the date that is the second annual anniversary of the Effective Date, the holders of the claims will be paid 100% of the allowed amount of such Claim, without interest, by receiving equal monthly payments for a period of 36 months. In addition, each claimholder will receive a pro rata annual payment equal to the Debtor's Net Annual Profits, less the amounts paid to the Class 1, 2, 3 and 4 Claimholders, on Jan. 15th of each year until the claims have been in full. (1) Election B: Within 30 days of the Effective Date, the claims will be completely and fully satisfied by the payment in an amount equal to 65% of the allowed amount of the claim to be funded by the New Value Payment. In the event the holder of an Allowed Class 5 Claim fails to make an election on the Ballot, the Class 5 Claimholder will automatically receive the Election A treatment. * Holders of equity interests [Class 6] will receive no distribution under the Plan. But in exchange for providing the funds for the New Value Payment, Auburn Trace Joint Venture (1%) and Brian J. Hinner's (99%) will own the Reorganized Debtor. According to the Amended Disclosure Statement, not later than 10 days prior to the Confirmation Hearing, Auburn Trace Joint Venture and/or Brian J. Hinner's, or their assigns, shall file a notice of filing to demonstrate proof of available funds necessary to make the New Value Payment, as well as the source of funds. A red-lined copy of the Amended Disclosure Statement filed May 22, 2015, is available for free at: http://bankrupt.com/misc/Auburn_T_Am_DS_RL.pdf About Auburn Trace Auburn Trace Ltd. is a Florida limited partnership that owns and operates a restricted rental housing complex located in Delray Beach, Florida that provides affordable housing to low-income residents along with a freestanding commercial space. It owns the real property located at 625 Auburn Circle W., Delray Beach, Florida 33444. The value of the real property is estimated to be in the range of $9,300,000 to $10,700,000 based on the values of several appraisals. 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. The Debtor tapped Shraiberg, Ferrara & Landau, P.A., as bankruptcy counsel. The Debtor also won approval to hire the Law Offices of Lowenhaupt & Sawyers as special eviction litigation counsel, and Kenneth Dennison, CPA and Dauby, O'Connor & Zeleski, LLC as accountant. The U.S. Trustee notified the U.S. Bankruptcy Court that until further notice, it will not appoint a committee of creditors. * * * The Debtor has filed a motion seeking an order extending the exclusive period to solicit acceptances of the Plan for a period of 45 days, through and including Oct. 19, 2015. The hearing on the exclusivity extension motion has been continued to Oct. 6, 2015, at 10:00 a.m. AUBURN TRACE: Plan Unconfirmable, Says Delray Beach --------------------------------------------------- The City of Delray Beach, a secured creditor of debtor Auburn Trace, Ltd., says the Debtor has proposed a reorganization plan that is fatally flawed and not confirmable on its face. Counsel to Delray, Robert C. Furr, Esq., at Furr And Cohen P.A., points out that the Debtor's Plan fails to account for numerous essential expenses associated with the operation of its business, which would result in negative monthly cash flows under the proposed budget, including, but not limited to, future real estate and property taxes. Mr. Furr contends that the Debtor's treatment of Delray in class 2 fails to meet the requirements of 1129(b), where the prepetition amount owed to Delray in Class 2 is greater than the amounts proposed in the Plan, the Debtor does not include postpetition interest due to the Delray, and accordingly the Debtor's interest calculations on Delray's Class 2 claim are understated. Furthermore, Mr. Furr notes that the Debtor and its management fail to make any capital contribution to remediate the Real Property. The Real Property is in poor condition and requires in excess of $2.1 million in remediation to bring the Real Property up to par to meet the requirements under the First Mortgage and Second Mortgage held by Delray. Delray believes that the deterioration of the Real Property is a continuing nonmonetary default. As a result, it contends that the Debtor cannot reinstate the Second Mortgage owed to Delray, as proposed by the Debtor in Class 3, because the Debtor has not and cannot cure the nonmonetary default. As such, according to Delray, the Debtor is required to provide a market rate of interest and market terms to Delray as the second mortgage holder. The market rate of interest for the Second Mortgage would be 8.50%. The Debtor's flat projections do not generate sufficient revenue to cover these costs, according to Delray. The City of Delray Beach is represented by: FURR AND COHEN P.A. Robert C. Furr, Esq. Alvin S. Goldstein, Esq. Jason S. Rigoli, Esq. 2255 Glades Road, Suite 337W Boca Raton, FL 33431 Tel: (561) 395-0500 Fax: (561) 338-7532 E-mail: rfurr@furrcohen.com agoldstein@furrcohen.com jrigoli@furrcohen.com About Auburn Trace Auburn Trace Ltd. is a Florida limited partnership that owns and operates a restricted rental housing complex located in Delray Beach, Florida that provides affordable housing to low-income residents along with a freestanding commercial space. It owns the real property located at 625 Auburn Circle W., Delray Beach, Florida 33444. The value of the real property is estimated to be in the range of $9,300,000 to $10,700,000 based on the values of several appraisals. 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. The Debtor tapped Shraiberg, Ferrara & Landau, P.A., as bankruptcy counsel. The Debtor also won approval to hire the Law Offices of Lowenhaupt & Sawyers as special eviction litigation counsel, and Kenneth Dennison, CPA and Dauby, O'Connor & Zeleski, LLC as accountant. The U.S. Trustee notified the U.S. Bankruptcy Court that until further notice, it will not appoint a committee of creditors. * * * The Debtor has filed a motion seeking an order extending the exclusive period to solicit acceptances of the Plan for a period of 45 days, through and including Oct. 19, 2015. The hearing on the exclusivity extension motion has been continued to Oct. 6, 2015, at 10:00 a.m. BEHAVIORAL SUPPORT: Gupta Directed to Turnover Schwab Account ------------------------------------------------------------- Judge Karen S. Jennemann of the United States Bankruptcy Court for the Middle District of Florida, Orlando Division, signed off an order directing the Gupta Wealth Management, LLC, and/or Charles Schwab to immediately turnover to Peter Perley, Chief Restructuring Officer to Behavioral Support Services, Inc., the Charles Schwab One Account ending in 4291. Pursuant to the Turnover Order, Gupta is also directed to replace Sam Young with Mr. Perley and designate Mr. Perley as sole signatory to the Schwab Account. Moreover, Gupta is directed to provide Mr. Perley with information concerning the Schwab Account, including a current statement for the account and relevant investment information; and provide Mr. Perley an estimate of any fees, costs, or penalties associated with liquidating the contents of the Schwab Account for deposit into BSS's debtor-in-possession operating account. The Debtor asked the Court to direct Gupta to turnover property of the estate, asserting that the Schwab account is property of the estate. The Debtor says neither Gupta nor Schwab are "custodians" within the definition contained in Section 101(11) of the Bankruptcy and although Gupta and Schwab may have physical possession or control over the Schwab Account, that does not render either a "custodian." The Debtor further asserted that there can be no doubt that the cash in BSS's Schwab Account has substantial and consequential value to the estate. Because of the way in which BSS was previously operated, BSS may have a number of contingent and unliquidated claims to provide for in its Chapter 11 plan, the Debtor said. Thus, it is critical that the Schwab Account be immediately turned over to BSS so that BSS has access to the funds it needs to satisfy claims and so that property of the estate is not dissipated by unauthorized third parties, the Debtor added. Behavioral Support Services, Inc., is represented by: Tiffany D. Payne, Esq. BAKER & HOSTETLER LLP 200 South Orange Ave. SunTrust Center, Suite 2300 Post Office Box 112 (32802-0112) Orlando, FL 32801-3432 Tel: (407) 649-4000 Fax: (407) 841-0168 Email: tpayne@bakerlaw.com About Behavioral Support Services Altamonte Springs, Florida-based Behavioral Support Services, Inc., is an operator of an out-patient mental health care facility. The Company sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 15-bk-04855) on June 2, 2015. The Debtor disclosed $13,969,705 in assets and $989,929 in liabilities as of the Chapter 11 filing. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due Sept. 30, 2015. The Debtor tapped Elizabeth A. Green, Esq., at Baker & Hostetler LLP, as counsel. BERNARD L. MADOFF: Picard Seeks to Block Kingate Appeal ------------------------------------------------------- Carmen Germaine at Bankruptcy Law360 reported that the Bernard Madoff liquidation trustee, Irving Picard, urged a New York bankruptcy judge on Sept. 23, 2015, not to allow feeder fund manager Kingate Management Ltd. to appeal a decision finding it must face most of Picard's $825 million clawback suit. Kingate's liquidators have requested leave to appeal an August decision by U.S. Bankruptcy Judge Stuart Bernstein largely denying their motion to dismiss Picard's suit. The suit demands the return of $825 million in Ponzi scheme proceeds that Kingate withdrew in the six years before Madoff's scheme unraveled. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of the end of May 2015, the SIPA Trustee has recovered more than $10.699 billion and has distributed approximately $7.576 billion. When additional settlements awaiting distribution are taken into account, the recovery in the Madoff liquidation proceeding totals $10.734 billion. BERNARD L. MADOFF: Picard Wants Motions to Intervene Blocked ------------------------------------------------------------ Pete Brush at Bankruptcy Law360 reported that the trustee overseeing the distribution of assets tied to Bernard Madoff's defunct brokerage told Manhattan U.S. Bankruptcy Judge Stuart M. Bernstein on Sept. 25, 2015, that defendants in 57 clawback cases must not be allowed to intervene in a similar case that is ready for trial in mid-October, because, among other reasons, the requests are too late. The bid en masse to intervene comes in Irving H. Picard's lawsuit seeking to recover some $1.1 million in alleged fictitious profits realized by former Bernard L. Madoff Investment Securities LLC employee. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of the end of May 2015, the SIPA Trustee has recovered more than $10.699 billion and has distributed approximately $7.576 billion. When additional settlements awaiting distribution are taken into account, the recovery in the Madoff liquidation proceeding totals $10.734 billion. BLACK ELK ENERGY: Sullivan & Worcester Files Rule 2019 Statement ---------------------------------------------------------------- Jeffrey Gleit, Esq., at Sullivan & Worcester LLP, in New York, disclosed in a court filing that his firm represents the ad hoc committee of secured noteholders in the Chapter 11 case of Black Elk Energy Offshore Operations LLC. The ad hoc committee is comprised of institutions that have claims against the company. Its members or the funds they advise are holders of the 13.75% Senior Secured Notes due 2015, issued by the company and Black Elk Energy Finance Corp. The notes are secured by substantially all of the assets of the company. As of August 14, 2014, the aggregate outstanding amount due on the notes is not less than $68.567 million, according to the filing. Mr. Gleit made the disclosure pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern District of Texas placed Black Elk Energy Offshore Operations, LLC under Chapter 11 bankruptcy protection on Sept. 1, converting an involuntary Chapter 7 bankruptcy petition by its creditors. Thereafter, the Company filed with the Court a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 15-34287). Judge Paul later recused herself from the case and the matter was given to Judge Marvin Isgur, according to information posted on the case docket on Sept. 14. Creditors The Grand Ltd.; Gulf Offshore Logistics, LLC; Ryan Marine Services, Inc. and Laredo Construction Inc. launched the involuntary Chapter 7 petition on Aug. 11. An amended Chapter 11 petition was filed Sept. 10. The Debtor is represented by Elizabeth E. Green of Baker & Hostetler. Blackhill Partners' Jeff Jones is the Debtor's Chief Restructuring Officer. BOISE COUNTY, ID: Moody's Affirms Ba2 Rating on $1.4MM GO Debt -------------------------------------------------------------- Moody's Investors Service has affirmed the Ba2 rating on Boise County School District No. 73 (Horseshoe Bend), Idaho's general obligation (G.O.) debt. The rating action affects $1.4 million of debt. The outlook on the rating is stable. Moody's maintains a Aaa enhanced rating on the district's rated debt outstanding. SUMMARY RATING RATIONALE The Ba2 rating affirmation reflects the district's extremely limited financial flexibility evidenced by a negative fund balance, lack of liquidity and further challenged by declining enrollment. The rating also considers the district's practice of using debt service monies to manage cash flow. The rating also incorporates the district's small, concentrated tax base with low wealth levels, small size of the financial operations and a low debt burden and rapid amortization of principal. The Aaa enhanced rating reflects the guaranty of the Idaho School Bond Guaranty Program, which pledges the state's sales tax revenues for debt service when due on qualified school districts' voter-approved general obligation bonds. Additionally, the state's Public School Permanent Endowment Fund is required to provide funds to the state through the purchase of state not issued for payment of districts' debt service to the extent that funds are not available from other state sources. The Aaa-rated program rating reflects the pledge of the State of Idaho (Aa1 Issuer rating with stable outlook), ample sales tax revenue coverage of guaranteed debt service payments, strong state oversight of local school districts, and the programs' mechanics. For more detailed information on the state guarantee program, please refer to Moody's Global Credit Research Rating Update dated July 30, 2001. OUTLOOK The stable outlook reflects our expectation that the rating will remain unchanged until the district demonstrates a trend of structurally balanced operations and eliminates the negative fund balance. The stable outlook also incorporates our view that financial operations are beginning to show improvement and over the near-term will benefit from controlled expenditure growth combined with an improving per-pupil funding environment that should partially offset declining enrollment. WHAT COULD MAKE THE RATING GO UP Trend of structural balance resulting in sustained improvement in reserves and liquidity A sustained trend of taxable value growth WHAT COULD MAKE THE RATING GO DOWN Further weakening of the district's financial position Prolonged contraction in the tax base OBLIGOR PROFILE Located in Boise County, approximately 25 miles north of the City of Boise (Aa1 Issuer Rating), the district encompasses a very rural 1,900 square miles and provides K-12 education to approximately 240 students in the City of Horseshoe Bend (not rated) and unincorporated portions of Boise County (not rated). LEGAL SECURITY The bonds are secured by the district's full faith, credit and unlimited property tax pledge. USE OF PROCEEDS Not applicable. PRINCIPAL METHODOLOGY The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2014. BPZ RESOURCES: Oct. 1 Hearing on Adequacy of Plan Disclosures ------------------------------------------------------------- BankruptcyData reported that BPZ Resources has filed with the U.S. Bankruptcy Court an Amended Chapter 11 Plan of Liquidation and related Disclosure Statement. Under the Disclosure Statement, holders of administrative claims, priority tax claims, Class 1: priority non-tax claims and Class 2: secured claims will receive payment in full, in cash, of the allowed amount of such claim. Holders of Class 3: general unsecured claims shall receive a pro rata share of the liquidating trust interests or a one-time payment in cash of 20% of the allowed amount of such claim. Holders of Class 4: subordinated claims, Class 5: equity interests and Class 6: inter-company claims shall receive no distribution. The Disclosure Statement notes, "The Debtor is proposing the Plan over the alternative of converting the Debtor's bankruptcy case to chapter 7 of the Bankruptcy Code because the Debtor believes that (i) the Plan provides a more orderly liquidation and a greater recovery to Creditors than a chapter 7 liquidation, and (ii) the Plan avoids unnecessary costs to the Debtor's estate which would accrue should the Debtor's bankruptcy case be converted to chapter 7 of the Bankruptcy Code." The Court scheduled an Oct. 1, 2015, hearing to consider the Disclosure Statement. About BPZ Resources BPZ Energy -- http://www.bpzenergy.com/-- is an independent oil and gas exploration and production company which has license contracts covering 1.9 million net acres in offshore and onshore Peru. BPZ Resources maintains an office in Victoria, Texas, and through its subsidiaries maintains offices in Lima and Tumbes, Peru, and Quito, Ecuador. BPZ Resources sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 15-60016) in Victoria, Texas, on March 9, 2015. The case is pending before the Honorable David R. Jones. The Debtor has tapped Stroock & Stroock & Lavan LLP as bankruptcy counsel, Hawash Meade Gaston Neese & Cicack LLP, as local Texas counsel, Houlihan Lokey Capital, Inc., as investment banker, Baker Hostetler, as the audit committee's special counsel; and Kurtzman Carson Consultants as claims and noticing agent. The Debtor disclosed total assets of $364 million and debt of $275 million. The U.S. trustee overseeing the Chapter 11 case of BPZ Resources Inc. appointed five creditors of the company to serve on the official committee of unsecured creditors. Counsel for the Committee are Charles R. Gibbs, Esq., at Akin Gump Strauss Hauer & Feld LLP; and Michael S. Stamer, Esq., and Meredith A. Lahaie, Esq. BULLIONDIRECT INC: Files Bankruptcy Rule 2015.3 Report ------------------------------------------------------ BullionDirect Inc. filed a report with the U.S. Bankruptcy Court for the Western District of Texas, disclosing that it holds a substantial or controlling interest in these companies as of July 20, 2015: Companies Interest of Estate --------- ------------------ BDI Trust 100% NBD Holdings LLC 100% Nucleo Development Co., LLC 100% NumisDirect LLC Wholly owned subsidiary of Nucleo Development Co., LLC BullionDirect filed the report pursuant to Bankruptcy Rule 2015.3. The report dated Sept. 9 is available for free at http://is.gd/5CknU1 About BullionDirect BullionDirect, Inc. filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 15-10940) on July 20, 2015. Dan Bensimon signed the petition as president. The Debtor disclosed total assets of $48,107 and total liabilities of $16,955,330 as of the Chapter 11 filing. Joseph D. Martinec, Esq., at Martinec, Winn & Vickers, P.C., represents the Debtor as counsel. Judge Tony M. Davis presides over the case. The U.S. Trustee for Region 7 appointed creditors to serve on an official committee of unsecured creditors. C WONDER: Admin. Claims, Final Fee Applications Due October ----------------------------------------------------------- C. Wonder LLC, et al., declared Sept. 11, 2015, as the effective date of their First Amended Chapter 11 Joint Plan of Liquidation. Brian Ryniker has been selected, and will serve, as Plan Administrator in accordance with the Plan. Requests for payment of Administrative Claims arising on or after Jan. 22, 2015 through and including the Effective Date must be filed with the Clerk of the Bankruptcy Court no later than 45 days after the Effective Date. Any professional requesting allowance and/or payment of a claim for compensation or reimbursement for any period ending on or before the Effective must serve a final fee application no later than 45 days after the Effective Date. If the rejection by a Debtor, pursuant to the Plan, of an Executory Contract or unexpired leases gives rise to a Claim, a Proof of Claim must be filed with the claims agent no later than 30 days after the Effective Date. About C. Wonder Founded by J. Christopher Burch in 2010, C. Wonder was a specialty retailer with retail stores in the United States. With headquarters in New York, the company sold WOMEN'S CLOTHING, jewelry, shoes, handbags and other accessories as well as select home goods under the C. Wonder brand. C. Wonder LLC and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 15-11127) in Trenton, New Jersey on Jan. 22, 2015. The cases are assigned to Judge Michael B. Kaplan. The Debtors tapped Cole, Schotz, Meisel, Forman & Leonard, P.A., As counsel, and Marotta, Gund, Budd & Dzera, LLC, as crisis Management services provider. As of the Filing Date, the Debtors had assets with a book value of $43.7 million and liabilities of $61.0 million. The U.S. Trustee for Region 3 appointed three members to the Official Committee of Unsecured Creditors. The Creditors' Committee has tapped Porzio, Bromberg & Newman, P.C., as counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC, as financial advisors. * * * The Debtors had 29 locations across 13 states in 2014. But due to mounting losses, C. Wonder closed most of its stores and was left with four retail stores in the U.S. (Soho, Flat Iron, Time Warner Center and Manhasset) as of the bankruptcy filing in January 2015. The Debtors sold substantially all of their assets approximately two months after the commencement of the Chapter 11 cases. The Debtors no longer maintain active business operations and have been winding down their affairs for the benefit of the Debtors' creditors. C WONDER: Liquidation Plan Confirmed by N.J. Judge -------------------------------------------------- Early this month, Judge Michael B. Kaplan entered an order confirming the First Amended Chapter 11 Joint Plan of Liquidation for C. Wonder LLC, et al. Women's wear retailer C. Wonder had 29 locations across 13 states in 2014. But due to mounting losses, C. Wonder closed most of its stores and was left with four retail stores in the U.S. (Soho, Flat Iron, Time Warner Center and Manhasset) as of the bankruptcy filing in January 2015. The Debtors sold substantially all of their assets approximately two months after the commencement of the Chapter 11 cases. The Debtors no longer maintain active business operations and have been winding down their affairs for the benefit of the Debtors’ creditors. The Debtors filed their First Amended Plan on July 20, 2015. The Court on July 21 entered an order conditionally approving the explanatory Disclosure Statement and set an Aug. 31 joint hearing to consider approval of the Disclosure Statement and confirmation of the Plan. Judge Kaplan ruled that the Plan complies with all applicable provisions of the Bankruptcy Code, as required by Section 1129(a)(1) of the Bankruptcy Code, including Sections 1122 and 1123 of the Bankruptcy Code. A copy of the judge's Sept. 2, 2015 order confirming the Plan is available for free at: http://bankrupt.com/misc/C_Wonder_Plan_Order.pdf Only holders of general unsecured claims against C. Wonder LLC (Class 2A) and general unsecured claims against CW Holland LLC (Class 2B) were entitled to vote to accept or reject the Plan. No other classes were entitled to vote. Prime Clerk LLC, certified that 61 creditors (98.4%) with total claims of $6.59 million (99.4%) voted to accept the Plan while only one creditor (1.61%) with a claim of $37,600 (0.57%) voted to reject the Plan. No votes were received from Class 2B claimants. Stephen Marotta, the CRO of C. Wonder LLC, said that the Plan -- in contrast to a Chapter 7 liquidation -- would enable holders of claims and equity interests to realize the highest possible recoveries under the circumstances. A copy of the CRO's declaration in support of confirmation: http://bankrupt.com/misc/C_Wonder_Plan_Decl_CRO.pdf The Debtors filed a proposed plan of liquidation that provides that holders of priority claims against C. Wonder (Class 1A) totaling $175,000 to $665,000 will be paid 100% of their claims. Holders of general unsecured claims (Class 2A) estimated at $18.8 million to $22.4 million will split available cash, for a recovery of 7.0% to 20.6%. Holders of equity interests won't receive anything (0%). The original iteration of the Disclosure Statement provided that holders of general unsecured claims (Class 2A) estimated at $18.8 million to $23.3 million will have a recovery of 8.9% to 20.6%. A copy of the Amended Disclosure Statement filed July 20, 2015 is available for free at: http://bankrupt.com/misc/C_Wonder_Am_DS.pdf About C. Wonder Founded by J. Christopher Burch in 2010, C. Wonder was a specialty retailer with retail stores in the United States. With headquarters in New York, the company sold WOMEN'S CLOTHING, jewelry, shoes, handbags and other accessories as well as select home goods under the C. Wonder brand. C. Wonder LLC and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 15-11127) in Trenton, New Jersey on Jan. 22, 2015. The cases are assigned to Judge Michael B. Kaplan. The Debtors tapped Cole, Schotz, Meisel, Forman & Leonard, P.A., as counsel, and Marotta, Gund, Budd & Dzera, LLC, as crisis Management services provider. As of the Filing Date, the Debtors had assets with a book value of $43.7 million and liabilities of $61.0 million. The U.S. Trustee for Region 3 appointed three members to the Official Committee of Unsecured Creditors. The Creditors' Committee has tapped Porzio, Bromberg & Newman, P.C., as counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC, as financial advisors. CAESARS ENTERTAINMENT: Noteholder Seeks Class Certification ----------------------------------------------------------- Jeff Zalesin at Bankruptcy Law360 reported that a Caesars Entertainment Operating Co. noteholder told a New York federal judge on Sept. 28, 2015, that class certification is warranted in his suit alleging a $155 million refinancing deal effectively ensured his claim would be wiped out in the casino company's bankruptcy, since all holders of the notes suffered the same injury. Creditor Frederick Barton Danner claims that parent company Caesars Entertainment Corp.'s elimination of a guarantee on his notes in August 2014 violated the Trust Indenture Act, which broadly prohibits companies from forcibly paring down bonds. 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. CARLSTAR GROUP: Moody's Affirms B1 CFR After Repurchase Offer ------------------------------------------------------------- Carlstar Group LLC's announcement to offer to repurchase up to approximately $134 million of its $250 million senior secured notes is credit positive, according to Moody's Investors Service. At this time, however, until the offer is completed, there is no change to its B1 Corporate Family Rating or negative rating outlook. Should Carlstar get substantial participation of its noteholders in the offer, there could be positive rating implications. Headquartered in Franklin, Tennessee, The Carlstar Group LLC (formerly CTP Transportation Products, "Carlstar") is a leading global supplier of specialty tires and wheels for non-automotive applications. The company has roughly 3,500 employees with 15 manufacturing and distribution facilities. Carlstar is its primary brand for tires and wheels. Reported net revenue for the twelve months ended June 30, 2015, was approximately $746 million. Carlstar is privately owned by American Industrial Partners. CARMIKE CINEMAS: Moody's Confirms B2 CFR; Outlook Stable -------------------------------------------------------- Moody's Investors Service confirmed the Corporate Family Rating and Probability of Default Rating of Carmike Cinemas, Inc. at B2 and B2-PD, respectively. Concurrently, Moody's confirmed the Ba2 rating on the senior secured credit facilities and B1 rating on the senior secured second lien notes. The rating outlook is stable. These actions conclude the review for upgrade initiated on June 16, 2015, upon the adoption of Moody's updated approach for standard adjustments for operating leases, which is explained in the cross-sector rating methodology Financial Statement Adjustments in the Analysis of Non-Financial Corporations, published on June 15, 2015. The confirmation reflects our view that the credit risk for Carmike remains unchanged. A summary of the actions follow: Issuer: Carmike Cinemas, Inc. Confirmations: Corporate Family Rating, Confirmed at B2 Probability of Default Rating, Confirmed at B2-PD Senior Secured 1st Lien Rev Credit Facility due 2020, Confirmed at Ba2, (LGD1) Senior Secured 2nd Lien Notes due 2023, Confirmed at B1, (LGD3) Affirmations: Speculative Grade Liquidity Rating, Affirmed SGL-1 Outlook Actions: Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE Carmike's B2 corporate family rating incorporates the company's smaller market share and higher leverage relative to its peers, as well as a liberal use of operating cash flow and the constraints imposed by a mature industry experiencing a secular decline in attendance. Additionally, the company is challenged by a dependence on a limited number of movie studios, an unpredictable box office result, and emerging competitive threats. Despite these challenges, the company is the one of the largest operators in the US with 4% North American market share that -- although significantly trailing its three larger peers - remained steady over the last five years. The company benefits from barriers to entry into the first-run window for theatrical distribution, pricing power, high margins, and good liquidity. Despite prior challenges experienced during early 2000 when the sector overbuilt and several major operators including Carmike filed for bankruptcy, the industry can be and is a durable business when capital structures are reasonable and capital is allocated at a rational pace for expansion and other uses. Since its founding in 1982, the company has grown in size and scale through multiple recessions, variability in the movie slate, and technological advances, proving the business model can be resilient. Carmike's leverage is elevated at 5.3x (Moody's adjusted at June 30, 2015) and has used a healthy 40% allocation of its funds from operations (as reported) to grow through acquisition during the last five years. In addition, the company is significantly smaller than the industry leaders, and this relative lack of scale limits purchasing power with concession and other vendors, as well as negotiating leverage with the studios. Carmike's reliance on fewer theaters relative to rated peers exposes it to potential erosion in key markets, while its lower audience base constrains potential advertising revenue. Lack of scale in general provides less flexibility to absorb one time legal and financing costs and could reduce the company's ability to access the capital markets, especially in times of market stress. Carmike's liquidity is very good, as defined by its SGL-1 speculative grade liquidity rating. Moody's view is supported by strong cash flows, a substantial cash balance, a moderately sized revolver, and the value of the company's alternative sources of capital. Carmike also benefits from a long dated capital structure, with no meaningful maturities until 2023 when its notes come due. The stable outlook reflects our expectation the company will generate positive free cash flow (after dividends), as well as leverage sustained below 5.75 times (Moody's adjusted debt/EBITDA). Given the maturity of the industry, limited opportunities for growth, and the secular decline in attendance driven by the rise in competitive threats, an upgrade is unlikely. The company would need to substantially improve its market position, competitive defenses, and demonstrate sustained debt-to-EBITDA below 4.5x, and free cash to debt sustained in excess of 5%. A downgrade could result from sustained negative free cash flow, debt-to-EBITDA sustained above 5.75x, or a weakening of the business model or strategic position of the company. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. CINEMARK USA: Moody's Confirms B1 CFR; Outlook Stable ----------------------------------------------------- Moody's Investors Service confirmed the Corporate Family Rating and Probability of Default Rating of Cinemark USA, Inc. at B1 and B1-PD, respectively. Concurrently, Moody's confirmed the Ba1 rating on the secured credit facilities, B2 rating on the unsecured notes, and the B3 rating on the senior subordinated notes. The rating outlook is stable. These actions conclude the review for upgrade initiated on June 16, 2015, upon the adoption of Moody's updated approach for standard adjustments for operating leases, which is explained in the cross-sector rating methodology Financial Statement Adjustments in the Analysis of Non-Financial Corporations, published on June 15, 2015. The confirmation reflects our view that Cinemark's credit risk remains unchanged. A summary of actions follow: Issuer: Cinemark USA, Inc. Confirmations: Corporate Family Rating, Confirmed at B1 Probability of Default Rating, Confirmed at B1-PD Backed Senior Subordinated Notes due 2021, Confirmed at B3, LGD6 Backed Senior Secured Term Loan due 2022, Confirmed at Ba1, LGD2 Senior Secured Revolving Credit Facility due 2017, Confirmed at Ba1, LGD2 Backed Senior Notes due 2022 and 2023, Confirmed at B2, LGD4 Affirmations: Speculative Grade Liquidity Rating, Affirmed SGL-1 Outlook Actions: Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE Cinemark's B1 corporate family rating incorporates the company's liberal use of operating cash flows and the constraints imposed by a mature industry experiencing a secular decline in attendance. Additionally, the company is challenged by a dependence on a limited number of movie studios, an unpredictable box office result, and emerging competitive threats. Despite these challenges, the company is one of the four largest operators in the US with a 12% North American market share that has grown during the last five years, and is diversified with over 27% of its revenues generated overseas. In addition to size and scale, the company benefits from barriers to entry into the first-run window for theatrical distribution, pricing power, high margins, and good liquidity. Despite prior challenges experienced during early 2000 when the sector overbuilt and several major operators filed for bankruptcy, the industry can be and is a durable business when capital structures are reasonable and capital is allocated at a rational pace for expansion and other uses. Since its founding in 1987, the company has grown in size and scale through multiple recessions, variability in the movie slate, and technological advances, proving the business model is resilient. Cinemark has moderate leverage at 3.6x (Moody's adjusted at June 30, 2015,) and has used a modest 20% of its funds from operations (as reported) to grow through acquisition during the last five years. Cinemark's liquidity is very good, as defined by its SGL-1 speculative grade liquidity rating. Moody's view is supported by strong cash flows, a substantial cash balance, a moderately sized undrawn revolver, and the value of the company's alternative sources of capital. Cinemark also benefits from a long dated capital structure, with no meaningful maturities prior to its subordinate notes due in June 2021. Cinemark's stable outlook reflects our expectation the company will generate positive free cash flow (after dividends), as well as leverage sustained below 5 times (Moody's adjusted debt/EBITDA). Given the maturity of the industry, limited opportunities for growth, and the secular decline in attendance driven by the rise in competitive threats, an upgrade is unlikely. The company would need to substantially improve its market position, competitive defenses, and demonstrate sustained free cash to debt in excess of 5%, and sustained leverage below 4x debt-to-EBITDA. A downgrade could result from sustained negative free cash flow, leverage sustained above 5x debt-to-EBITDA, or a weakening of the business model or strategic position of the company. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. CONSTAR INT'L: Settles with Lenders in Sham Incentive Pay Deal -------------------------------------------------------------- Matt Chiappardi at Bankruptcy Law360 reported that Constar's bankruptcy estate now known as Capsule International Holdings LLC, told a Delaware bankruptcy judge on Sept. 28, 2015, that it has reached a settlement with lenders in the lawsuit over an alleged sham incentive pay deal to divert money to the Debtor's executives, but connected accusations aimed at former counsel Dechert LLP remain pending. About Constar International Privately held Constar International Holdings and nine affiliated debtors (nka Capsule International Holdings, et al.) filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on Dec. 19, 2013. Constar, which manufactures plastic containers, is represented by Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert, Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP. Prime Clerk LLC serves as the Debtors' claims and noticing agent, and administrative advisor. Lincoln Partners Advisors LLC serves as the Debtors' financial advisor. Judge Christopher S. Sontchi oversees the 2013 case. This is Constar International's third bankruptcy. Constar first filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan and emerged from bankruptcy in May 2009. Constar and its affiliates returned to Chapter 11 protection (Bankr. D. Del. Case No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11 plan and emerged from bankruptcy in June 2011. The new petition listed assets worth less than $100 million against $123 million on three layers of secured debt. Attorneys at Brown Rudnick LLP represent the official committee of unsecured creditors. The Committee retained Alvarez & Marsal North America LLC as its financial advisor. Counsel to Wells Fargo Capital Finance, LLC, the revolving loan agent, is Andrew M. Kramer, Esq., at Otterbourg P.C. On Feb. 10, 2014, the Bankruptcy Court authorized Constar to sell certain assets to Plastipak Packaging, Inc., a global manufacturer of rigid plastic packaging. The Court determined that Plastipak's $102,450,000 offer for the Debtors' U.S. assets bested the offers from Amcor Rigid Plastics USA, Inc., and Envases Universales De Mexico S.A.P.I. De C.V. during a Feb. 6 auction. Separately, the Court authorized Constar to sell a facility in Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for $3 million. There was no other bidder for the Maryland facility. The sole director of debtor Constar International U.K. Limited appointed Daniel Francis Butters and Nicolas Guy Edwards of Deloitte LLP as administrators. The U.K. Administration Proceeding follows the closing of the sale of the U.K. assets to Sherburn Acquisition Limited. The Delaware Bankruptcy Judge authorized the U.S. Debtors to sell the U.K. Assets to Sherburn for GBP3,512,727, (or US$7,046,000), less the deposit in the sum of US$1,250,000. Secured lender Black Diamond Commercial Finance, LLC, as DIP note agent, and Wells Fargo Capital Finance, LLC, as DIP revolving agent and agent under the revolving loan facility, consented to the administration of Constar U.K. and the appointment of the Joint Administrators. In view of the asset sales in the U.S. and the U.K., the Debtors changed their corporate trade names -- and with the Bankruptcy Court's consent, their bankruptcy case caption -- to Capsule Group Holdings, Inc.; Capsule Intermediate Holdings, Inc.; Capsule Group, Inc.; Capsule International LLC; Capsule DE I, Inc.; Capsule DE II, Inc.; Capsule PA, Inc.; Capsule Foreign Holdings, Inc.; and Capsule International U.K. Limited (Foreign). Christopher R. Murray of Diamond McCarthy LLP, serves as special litigation counsel for the Constar bankruptcy estate. DIAMONDHEAD CASINO: December Trial on Involuntary Chapter 7 ----------------------------------------------------------- David A. Cohen, DDM Holdings, LLC, Robert F. Skaff Jr., F. Richard Stark, Arnold J. Sussman, and David J. Towner ask the U.S. Bankruptcy Court for the District of Delaware to appoint an interim Chapter 7 trustee for Diamondhead Casino Corporation. In the alternative, they ask the Court to name a Chapter 11 trustee should the involuntary bankruptcy case be converted. Cohen, et al., who filed a petition to place Diamondhead Casino in bankruptcy, also filed papers defending their bankruptcy bid, and fight off the Company's bid to dismiss the case. Matt Chiappardi at Bankruptcy Law360 reported that a Delaware bankruptcy judge said on Sept. 24, 2015, she would consider in December a push by creditors to force Diamondhead Casino, which aims to build a potentially lucrative luxury resort in Mississippi, into bankruptcy with a trustee appointed to oversee the case on allegations the company has been "grossly mismanaged. During a hearing in Wilmington, U.S. Bankruptcy Judge Laurie Selber Silverstein said she would allow both sides to go through the discovery process for about two months before hearing arguments. As reported by LLOYDS' LIQUIDITY ALERTS, Diamondhead Casino's working capital deficit was US$5.3 million at June 30, 2015. The deficit was US$4.4 million as of December 31, 2014. At June 30, 2015, the Company had total current assets of US$187,067 and total current liabilities of US$5,470,814. At December 31, 2014, the Company had total current assets of US$879,738 and total current liabilities of US$5,281,884. The Company had total assets of $5,827,131 against total liabilities of $8,397,109 at June 30, 2015. About Diamondhead Casino Largo, Fla.-based Diamondhead Casino Corporation, from inception through approximately August of 2000, operated gaming vessels in international waters. The Company eventually divested itself of its gaming operations to satisfy financial obligations to its vendors, lenders and taxing authorities and to focus its resources on the development of a casino resort in Diamondhead, Mississippi. The Company owns, through its wholly-owned subsidiary, Mississippi Gaming Corporation, an approximate 404.5 acre tract of unimproved land in Diamondhead, Mississippi. The property is located at 7051 Interstate 10. The Company intends, in conjunction with unrelated third parties, to develop the site in phases beginning with a casino resort. The casino resort is expected to include a casino, a hotel and spa, pools, a sport and entertainment center, a conference center and a state-of-the-art recreational vehicle park. On August 6, 2015, an involuntary Chapter 7 bankruptcy petition (Bankr. D. Del. 15-11647) was filed in Wilmington, Delaware bankruptcy court by F. Richard Stark, Arnold J. Sussman and A. David Cohen. The three creditors list combined claims of $150,000 in principal, plus interest due on certain promissory notes. On Sept. 17, DDM Holdings filed a joinder to the involuntary petition. The Petitioning Creditors are represented by: William E. Chipman, Jr., Esq. Joseph B. Cicero, Esq. Mark D. Olivere, Esq. CHIPMAN BROWN CICERO & COLE, LLP The Nemours Building 1007 North Orange Street, Suite 1110 Wilmington, DE 19801 Tel: 302-295-0193 Fax: 302-295-0199 E-mail: chipman@chipmanbrown.com Cicero@chipmanbrown.com olivere@chipmanbrown.com - and - John H. Genovese, Esq. GENOVESE JOBLOVE & BATTISTA, PA 100 S.E. Second Street, 44th Floor Miami, FL 33131 Tel: 305-349-2300 Fax: 305-349-2310 E-mail: jgenovese@gjb-law.com Diamondhead Casino Corporation is represented in the involuntary bankruptcy case by: David L. Finger, Esq. FINGER & SLANINA, P.A. One Commerce Center 1201 Orange Street, Suite 725 Wilmington, DE 19801-1155 Tel: 302 884-6766 Fax: 302-984-1294 E-mail: dfinger@delawgroup.com DRD TECHNOLOGIES: Has Until Oct. 30 to Decide on Leases ------------------------------------------------------- Judge Clifton R. Jessup, Jr., of the United States Bankruptcy Court for the Northern District of Alabama, Northern Division, extended the time by which DRD Technologies, Inc., must decide to assume or reject leases until Oct. 30, 2015. The Debtor related that it is currently in the process of marketing its intellectual property to obtain a stalking horse purchaser to facilitate a sale through its plan of reorganization. The Debtor expects to conclude the search by mid-October. The rejection or assumption of any leases or contracts will depend on the effectiveness of the current marketing efforts, the Debtor told the Court. DRD Technologies, Inc., is represented by: Stuart M. Maples, Esq. MAPLES LAW FIRM, PC 200 Clinton Avenue, West, Suite 1000 Huntsville, AL 35801 Tel: (256) 489-9779 Email: smaples@mapleslawfirmpc.com About DRD Technologies Huntsville, Alabama-based logistics provider DRD Technologies, Inc., sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 15-81366) on May 19, 2015, to halt efforts by creditor ServisFirst Bank to appoint a receiver. The Debtor tapped Stuart M. Maples, Esq., at Maples Law Firm, PC, as counsel. The Debtor disclosed $205,849,965 in assets and $4,289,268 in liabilities as of the Chapter 11 filing. DYNCORP INT'L: S&P Lowers Rating to 'CCC' as Debt Payment Looms --------------------------------------------------------------- Standard & Poor's Ratings Services said that it has lowered its corporate credit rating on DynCorp International Inc. to 'CCC' from 'B-' and removed all of its ratings on the company from CreditWatch, where S&P had placed them with negative implications on June 23, 2015. The outlook is developing. At the same time, S&P lowered its issue-level rating on the company's secured credit facility to 'B-' from 'B+'. The '1' recovery rating is unchanged, indicating S&P's expectation for very high recovery (90%-100%) in a payment default scenario. Additionally, S&P lowered its issue-level rating on DI's unsecured notes to 'CC' from 'CCC'. The '6' recovery rating is unchanged, indicating S&P's expectation for negligible recovery (0%-10%). "The downgrade reflects the refinancing risks associated with DI's upcoming debt maturities," said Standard & Poor's credit analyst Chris Mooney. The company faces difficult market conditions, which have weakened its profit margins, increased its competition, and created the possibility that the company may lose a significant contract--known as INL Air Wing--that it has held for 23 years. While S&P believes that the company will generate enough cash over the next 12 months to meet the interest payments on its debt, these factors could make refinancing its $187 million term loan due July 2016 and $455 million of unsecured notes due July 2017 challenging, which could cause DI to undertake what S&P would consider a distressed exchange. The developing outlook on DI reflects the uncertainty surrounding the company's ability to successfully refinance its upcoming debt maturities. S&P believes that a short-term extension under the credit facility is possible; however, refinancing the notes would be challenging in the current business environment, which could ultimately lead the company to undertake what S&P would consider a distressed exchange. S&P could lower its rating on DI in the coming months if S&P believes that a default or distressed exchange appears inevitable. S&P could raise its rating on DI if the company's contract performance improves and it successfully secures a long-term extension on the INL Air Wing program, thus allowing the company to successfully refinance its term loan and notes and extend its near-term maturities beyond 2017. DYNEGY INC: Moody's Affirms B2 CFR & Revises Outlook to Positive ---------------------------------------------------------------- Moody's Investors Service affirmed Dynegy Inc.'s ratings, including its B2 corporate family rating (CFR), Ba3 senior secured term loan and revolving credit facility rating, and B3 senior unsecured note rating and changed the outlook to positive from stable. Affirmations: Issuer: Dynegy Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Senior Secured Bank Credit Facility (Local Currency), Affirmed Ba3, LGD2 Senior Unsecured Regular Bond/Debenture (Local Currency), Affirmed B3, LGD4 Outlook Actions: Outlook, Changed To Positive From Stable RATINGS RATIONALE "The outlook revision reflects the thus far successful process of integrating the assets acquired from Duke Energy Corp. (Duke, A3 negative) and Energy Capital Partners (ECP), higher than expected cost synergies, strong profitability of the acquired gas plants and positive capacity auctions in PJM and ISO-NE", said Swami Venkataraman, Vice President-Senior Credit Officer. "We could raise Dynegy's rating after the company exhibits at least one full year of operating and financial performance with cash flow to debt ratios exceeding 10%", he added. Although the broader merchant power sector continues to suffer on account of low natural gas and power prices, Dynegy's current B2 rating largely reflect its business and financial profile prior to the $6.25 billion acquisition of 12,400 MW of coal and gas fired assets from Duke and ECP. These acquisitions were transformative for Dynegy as they resulted in a substantial increase in scale, geographic diversification, and growth in the well-developed and desirable merchant markets of PJM and ISO-NE, resulting in an improvement in the overall business profile. The improved business risk profile, along with stronger than expected synergies, operating cost reductions, and supportive capacity auction results in PJM and ISO-NE indicate a stronger credit profile. Moody's analysis of Dynegy incorporates the company's substantial exposure to merchant market prices for its energy production, low natural gas prices, and weak merchant market conditions, especially in MISO and California. These risks are offset by the company's scale, diversity, strong presence in the key markets of PJM and ISO-NE, and the fact that capacity revenues alone provide certainty for at least one-third of gross margin for the next three years. Dynegy's cost structure is supported by the use of lower cost Illinois Basin and Powder River Basin coal with an average production cost of about $20-25/MWh, as well as access to cheap shale gas from the Marcellus and Utica basins for 3.6 GW of CCGT capacity. Dynegy's portfolio has strong reliability and, except for the Brayton Point plant in Massachusetts, none of its coal plants are at risk for retirement due to MATS regulations. Outlook The positive outlook reflects our expectation that Dynegy's rating could be upgraded if the company achieves its operational targets for fleet integration and improves its financial profile. WHAT COULD CHANGE RATING -- UP Dynegy's ratings could be upgraded after the company exhibits at least one year of post-acquisition operating and financial performance with Cash from Operations pre-WC (CFO pre-WC) and Free Cash Flow (FCF) coverage of debt in the range of 10-12% and 4-5% respectively, along with the expectation that this profile can be sustained. WHAT COULD CHANGE RATING -- DOWN Dynegy's outlook could be revised back to stable if CFO pre-WC coverage of debt remains in the range of 6-9% or if the company faces new hurdles in completing the integration of the acquired power plants. While unlikely based on our current understanding of management strategy, downside risk could also arise from additional large M&A transactions that weaken the financial profile. Ratings on various debt tranches may also be affected if Dynegy were to adjust its capital structure by issuing significant amounts of secured debt in the future that substantively alters recovery expectations. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in October 2014 EAGLE INC: Employs Barrasso Usdin as Local Counsel -------------------------------------------------- Eagle, Inc., seeks authority from the Bankruptcy Court to employ Barrasso Usdin Kupperman Freeman & Sarver, LLC as its local counsel, nunc pro tunc to the Petition Date. Barraso Usdin was retained by the Debtor pursuant to an engagement agreement dated Sept. 21, 2015. In accordance with the Engagement Agreement, Barrasso Usdin received a retainer of $25,000. The retainer has been applied to all outstanding balances existing as of the Petition Date. Barrasso Usdin will: (a) provide legal advice with respect to the Debtor's powers and duties as a debtor-in-possession in the continued operation of its business and management of its properties; (b) pursue confirmation of a plan and approval of a disclosure statement; (c) prepare, on behalf of the Debtor, necessary applications, motions, answers, orders, reports and other legal papers; (d) appear in Court and protect the interests of the Debtor before the Court; and (e) perform all other legal services for the Debtor that may be necessary and proper in these proceedings. The principal attorney and paralegal designated to represent the Debtor and their current standard hourly rates are: Stephen H. Kupperman (Founding Member) $425 Charlotte Phillips (Paralegal) $125 The Debtor will reimburse the firm for its out-of-pocket expenses. Stephen H. Kupperman, Esq., a partner of Barrasso Usdin, attests to the Court that: * Barraso Usdin has represented the Debtor in other proceedings against various Eagle insurers regarding coverage issues. With one exception, that representation ceased several years ago. The one remaining representation is service as local counsel in a federal suit against certain Eagle insurers. * Barrasso Usdin also represented Global Risk Capital Advisors LLC for a brief period of time in connection with the filing of a UCC-1 financing statement related to a security agreement with Eagle. That representation ended in 2013, and as of that date Barrasso Usdin no longer represents and has not represented Global Risk. * Barrasso Usdin represents Ace America Insurance Company in several personal injury suits in which the company's insured has been sued and the company has been sued in a direct action. The company is a subsidiary of Ace Group, of which Pacific Employers Insurance Company is also a subsidiary. Ace American has not asserted any coverage defense and there is no issue between insured and insurer related to coverage. Barrasso Usdin does not represent PEIC in any matter. Ace American is not a party to any litigation involving Eagle and is not a creditor of Eagle. Mr. Kupperman assures the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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: Taps Young Conaway as Bankruptcy Counsel --------------------------------------------------- Eagle, Inc., seeks permission from the Bankruptcy Court to employ Young Conaway Stargatt & Taylor, LLP as its bankruptcy counsel, nunc pro tunc to the Petition Date. The professional services that Young Conaway will render to the Debtor include: * providing legal advice with respect to the Debtor's powers and duties as a debtor-in-possession in the continued operation of its business and management of its properties; * pursuing confirmation of a plan and approval of a disclosure statement; * preparing, on behalf of the Debtor, necessary applications, motions, answers, orders, reports, and other legal papers; * appearing in the Court and protecting the interests of the Debtor before the Court; and * peforming all other legal services for the Debtor that may be necessary and proper in these proceedings. Young Conaway will seek Court approval of its compensation and reimbursement of its actual, necessary expenses and other charges incurred by it upon the filing of appropriate applications for compensation and reimbursement pursuant to Sections 330 and 331 of the Bankruptcy Code. The principial attorneys and paralegal presently designated to represent the Debtor, and their current standard hourly rates are: James J. Patton, Jr. (Partner) $1,050 per hour Robert S. Brady, Jr. (Partner) $795 per hour Edwin J. Harron (Partner) $725 per hour Laurel D. Roglen (Associate) $335 per hour Elizabeth S. Justison (Associate) $310 per hour Casey Cathcart (Paralegal) $215 per hour Lisa Eden (Paralegal) $190 per hour Young Conaway was retained by the Debtor pursuant to an engagement agreement dated Sept. 9, 2015. In accordance with the Engagement Agreement, Young Conaway received a retainer of $50,000. The Retainer has been applied to outstanding balances existing as of the Petition Date. To the best of the Debtor's knowledge, Young Conaway is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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. ELDORADO GOLD: S&P Affirms 'BB' CCR; Outlook Stable --------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB' long-term corporate credit rating on Vancouver-based gold producer Eldorado Gold Corp. The outlook is stable. At the same time, Standard & Poor's affirmed its 'BB' issue-level rating on the company's senior unsecured notes. Standard & Poor's also revised its liquidity assessment on the company to "strong" from "adequate," with no impact on its rating on the company. "The affirmation reflects our continuing view of Eldorado's business risk profile as weak and financial risk profile as intermediate," said Standard & Poor's credit analyst Jarrett Bilous. "We base our revision of Eldorado's liquidity to strong from adequate primarily on our view that the company will have more than sufficient liquidity to fund development projects over the next two years," Mr. Bilous added. Eldorado's operations primarily consist of five gold mines in Turkey and China, and the company is also developing several gold projects within its existing operating regions. S&P's assessment of Eldorado's business risk profile as "weak" primarily reflects S&P's view of the company's limited operating diversity, operations in higher-risk countries compared with certain peer companies, and exposure to gold price volatility. S&P views Eldorado's financial risk profile as "intermediate," which primarily reflects the company's relatively modest levels of debt and S&P's expectation for earnings and cash flow improvement in 2016. The stable outlook on Eldorado reflects Standard & Poor's view that it will generate adjusted debt-to-EBITDA in the mid-2x area over the next 12 months. S&P also expects the company to maintain strong liquidity over this period despite expected negative free operating cash flow generation related to high discretionary capital expenditures related to its growth projects. S&P could lower the rating in the event the company's adjusted debt-to-EBITDA ratio increases to about 3x and funds from operations-to-debt declines to below 30% on a sustained basis. In S&P's view, this could result from higher-than-expected cash costs or a reduction in its gold price assumption. In addition, cost-overruns at growth projects that result in materially higher free cash flow deficits could also lead to a negative rating action. A positive rating action is unlikely through the next year primarily due to the execution risks associated with Eldorado's ongoing development/expansion projects. However, one could occur if Eldorado makes faster-than-expected progress on its development projects thereby improving its operating profile, resulting in a stronger business risk assessment, while maintaining its "intermediate" financial risk profile. ENBRIDGE ENERGY: Moody's Affirms Ba1 Rating on Jr. Sub. Bonds ------------------------------------------------------------- Moody's Investors Service has affirmed its ratings on Enbridge Energy Partners, L.P., including its Baa3 senior unsecured rating. At the same time, Moody's affirmed the Baa2 senior unsecured rating on Enbridge Energy Limited Partnership (EELP). The rating outlooks on these entities remain stable. RATINGS RATIONALE "Given the extended ongoing weakness in financial metrics we no longer view EEP as a stand-alone investment grade credit," said Gavin MacFarlane, Vice President -- Senior Analyst. "Since EEP's pipeline infrastructure is key to Enbridge Inc the ratings increasingly reflect implied support from its stronger parent." Moody's sees a sustained deterioration in EEP's projected financial metrics, compared to previous expectations, due to delays in its capital program, ongoing high levels of shareholder distributions and higher debt levels. EEP's Baa3 senior unsecured rating reflects: stand-alone credit quality of ba1 and one notch of support provided by its parent, Enbridge Inc (ENB: Baa2/Stable). Underpinning the stand alone credit quality are stable earnings and cash flow from the liquids pipeline assets that generally have a strong competitive position often underpinned by cost of service regulation and/or long term contracts with favorable terms and negligible commodity price risk; and the company's substantial size and scale. Moody's associates more risk with the gas segment, which carries greater volume and commodity price risk; however, its importance is declining with its reduction in size relative to EEP. The company's large capital program will continue to strain the company's balance sheet and execution risk is increasing. Moody's expects debt/EBITDA of at or slightly below 7x before declining into the mid-5x range in 2018 following the expected in service of the delayed Sandpiper pipeline. The ongoing high leverage and distribution coverage below 1x are drivers of a non-investment grade stand-alone credit quality. Moody's assigns a one notch of uplift because of EEP's continuing strategic importance to ENB and we expect ENB to continue to support it. The Enbridge Energy Limited Partnership (EELP) is rated one notch higher than EEP, given its ownership of the key Lakehead system and its very low level of debt. Enbridge Energy Partners, L.P. (EEP: Baa3 stable) is a master limited partnership (MLP) formed by Enbridge Inc. (ENB: Baa2 stable). ENB serves as EEP's general partner and holds a 35.9% combined direct and indirect ownership in EEP as at June 30, 2015. EEP's primary business consists of crude oil transportation and storage assets, and includes the Lakehead System which is the US portion of ENB's principal pipeline transporting over half of Canadian crude exports to the US, which is called the Mainline. This business, referred to as the Liquids segment, represented approximately 80% of EEP's consolidated 2014 EBITDA. EEP also operates a Natural Gas segment, which is engaged in gas transportation, gathering, processing and treatment which represented approximately 20% of EEP's 2014 consolidated EBITDA. Rating Outlook EEP's stable outlook reflects the stable earnings and cash flow profile of its liquids assets. In addition, the stable outlook incorporates an expectation that ENB will provide ongoing support, given EEP's strategic importance to ENB. The stable outlook also reflects an expectation of a reduction in leverage in 2018. What Could Change the Rating - Up An upgrade is unlikely given the ongoing weakness in financial metrics, the duration of large capital projects that stretches out to the end of 2017 and the reliance on support from parent Enbridge Inc. EEP could be upgraded if it achieved proportionately consolidated debt/EBITDA near 4.5-5x on a sustained basis. What Could Change the Rating - Down A reduction in support from or a downgrade of parent ENB could lead to a downgrade of EEP. A further deterioration in financial metrics beyond our projections could lead to a downgrade of EEP. Additional delays to the in-service of key projects could also lead to a downgrade. The principal methodology used in these ratings was Global Midstream Energy published in December 2010. Affirmations: Issuer: Enbridge Energy Limited Partnership Multiple Seniority Shelf, Affirmed (P)Baa3 Multiple Seniority Shelf, Affirmed (P)Baa2 Senior Unsecured Regular Bond/Debenture, Affirmed Baa2 Senior Unsecured Regular Bond/Debenture, Affirmed Baa2 Issuer: Enbridge Energy Partners, L.P. Issuer Rating, Affirmed Baa3 Junior Subordinated Regular Bond/Debenture, Affirmed Ba1 Multiple Seniority Shelf, Affirmed (P)Ba1 Multiple Seniority Shelf, Affirmed (P)Baa3 Senior Unsecured Commercial Paper, Affirmed P-3 Senior Unsecured Regular Bond/Debenture, Affirmed Baa3 Outlook Actions: Issuer: Enbridge Energy Limited Partnership Outlook, Remains Stable Issuer: Enbridge Energy Partners, L.P. Outlook, Remains Stable ENERGY FUTURE: Unsecured Creditors Seek Delay of Plan Approval -------------------------------------------------------------- Matt Chiappardi at Bankruptcy Law360 reported that the unsecured creditors committee on the so-called E-side of Energy Future Holdings Corp. asked the Delaware bankruptcy court on Sept. 24, 2015, to delay the power giant's long-awaited Chapter 11 confirmation hearing set for November, arguing it doesn't have time to respond to a recent change to the Debtor's reorganization strategy. In a letter to the court, the official committee of unsecured creditors for EFH and subsidiary Energy Future Intermediate Holding Co. LLC said that the Debtor has submitted an altered Chapter 11 plan. Amended & Restated Plan Support Agreement On September 11, 2015, each of the Debtors entered into an Amended & Restated Plan Support Agreement -- filed with the Bankruptcy Court on September 17 -- with various of their respective creditors, the Sponsors, the statutory committee of unsecured creditors of the TCEH Debtors and EFH Corporate Services, and other third parties, which effected, among other matters, changes to the August Plan Support Agreement relating to intercreditor arrangements among certain of the creditor parties. On September 17, 2015, the Bankruptcy Court approved the entry by the Debtors into the Amended & Restated Plan Support Agreement. Settlement Agreement On September 11, 2015, the so-called Settling Parties entered into an amended and restated settlement agreement -- filed with the Bankruptcy Court on September 17 -- which effected, among other matters, amendments to the August Settlement Agreement relating to intercreditor arrangements among certain of the creditor parties. The Debtors expect to seek Bankruptcy Court approval of the Amended & Restated Settlement Agreement at the confirmation hearing for the plan of reorganization. A full-text copy of the Amended & Restated Plan Support Agreement is available at no extra charge at http://is.gd/iVd267 A full-text copy of the Amended & Restated Settlement Agreement is available at no extra charge at http://is.gd/n4I7wF 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. FNB CORPORATION: Moody's Rates Non-Cumulative Preferred Stock Ba2 ----------------------------------------------------------------- Moody's Investors Service has assigned prospective ratings to F.N.B. Corporation's most recent shelf registration. The shelf was rated (P)Baa3 for senior unsecured, (P)Baa3 for subordinate, (P)Ba1 for cumulative preferred stock, and (P)Ba2 for non-cumulative preferred stock. RATINGS RATIONALE The assigned shelf ratings follow Moody's normal notching practices for US regional banks. FNB has existing Baa3 issuer and Ba2 non-cumulative preferred stock ratings. What Could Change the Ratings - Up A substantial improvement in FNB's capital position and lower growth aspirations could lead to upward movement of FNB's ratings, but we don't currently envision management pursuing these strategic objectives. What Could Change the Rating - Down A sizable acquisition or an acquisition in a non-contiguous market that presents integration challenges or significant asset risk could create downward pressure. S igns of weakening underwriting standards would also lead to negative pressure on FNB's ratings. The principal methodology used in these ratings was Banks published in March 2015. FOOT LOCKER: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Stable ------------------------------------------------------------------ Standard & Ratings Services affirmed all of its ratings, including its 'BB+' corporate credit rating, on New York-based Foot Locker Inc. The outlook is stable. At the same time, S&P revised the recovery rating on the company's senior unsecured debt to '3' from '4', which results in the issue-level rating remaining at 'BB+'. The '3' recovery rating indicates S&P's expectation for meaningful recovery in the event of default at the low end of the 50% to 70% range. "We revised our assessment of Foot Locker's business risk profile to "satisfactory" from "fair", reflecting the company's track record of growing market share and its ability to consistently deliver products that resonate with consumers. The business risk profile reflects Foot Locker's leading market position in a highly competitive and fragmented specialty footwear industry," said credit analyst Andrew Bove. "The company enjoys good brand recognition, improving store productivity metrics, and has a solid track record of offering merchandise that resonates with the consumer. These factors are partially offset by the company's exposure to a fickle young male demographic who is highly sensitive to fashion trends, as well as a high supplier concentration with Nike Inc." The stable rating outlook reflects S&P's expectation that the company will continue to demonstate solid performance gains, with consistently positive comparable sales and margin improvement. S&P also believes the company will continue returning most cash to shareholders in the form of share repurchases and dividends over the next 12 months. Although unlikely, S&P could lower the rating in the next year if Foot Locker performs meaningfully worse than S&P's expectations because of material weakening of consumer demand, merchandise missteps, or increased competition. Under this scenario, leverage would approach the 3.0x area resulting from a double-digit percentage decline in sales and a 600-bp gross margin decline. S&P could consider a positive rating action if the company achieves continued good operating performance and demonstrates a committed and transparent financial policy, with target credit metrics that support investment-grade ratings. These sorts of actions would lead S&P to compare the company's credit prospects more favorably with peers in the 'BBB-' rating category. G & S METAL: Court Trims Claims Against Continental Casualty ------------------------------------------------------------ Emily Field at Bankruptcy Law360 reported that an Indiana federal judge on Sept. 18, 2015, trimmed claims from a metal company's $33 million suit alleging Continental Casualty Co.'s delay in paying out a policy after a plant explosion led to the company's bankruptcy, saying no reasonable jury could conclude the insurer breached its contractual obligations. U.S. District Judge Jon E. DeGuilio granted partial summary judgment to Continental. G&S Metal Consultants Inc. argued that the insurer took too long to pay what it owed under its building and personal property coverage. GMI USA: Meeting Today to Form Creditors' Committee --------------------------------------------------- William K. Harrington, United States Trustee for Region 2, will hold an organizational meeting on September 29, 2015, at 10:00 a.m. in the bankruptcy case of GMI USA Management, Inc., et al. The meeting will be held at: 80 Broad Street 4th Floor New York, NY 10004 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. GOODRICH PETROLEUM: S&P Lowers Rating on 8.875% Sr. Notes to D -------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its issue-level rating on U.S.-based exploration and production (E&P) company Goodrich Petroleum Corp.'s 8.875% senior unsecured notes due 2019 to 'D' from 'CCC' following the company's announcement that it has entered into an agreement with a portion of holders under which the company will exchange approximately $158.2 million of those notes due 2019 for $75 million in a new series of 8.875% second-lien senior secured notes due 2018. The recovery rating remains '6', indicating negligible (0%-10%) recovery in the event of a default. The company's corporate credit rating was recently lowered to 'SD' (selective default) following an announcement that it reached an agreement with holders of portions of its senior unsecured convertible notes to exchange the notes for new senior unsecured convertible notes. S&P expects to review the corporate credit rating and issue-level ratings when it assess the likelihood of further exchanges as low. S&P's analysis will incorporate the company's modestly improved liquidity and leverage position, while still taking into account the challenging operating environment. RATINGS LIST Goodrich Petroleum Corp. Corporate credit rating SD/--/-- Issue-Level Ratings Lowered; Recovery Rating Unchanged To From Goodrich Petroleum Corp. Sr unsecd 8.875% notes due 2019 D CCC Recovery rating 6 6 HERCULES OFFSHORE: Court Confirms Prepackaged Ch. 11 Plan --------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware on Sept. 24, 2015, confirmed Hercules Offshore, Inc., et al.'s Joint Prepackaged Plan of Reorganization and approved the disclosure statement explaining the Plan. The Plan provides, among other things, that the Debtors will convert approximately $1.2 billion of debt into equity, raise $450 million of new capital and provide an opportunity for existing equity holders to receive a distribution if they do not opt out of the releases under the Plan. Holders of Allowed General Unsecured Claims have been and will continue to be paid in the ordinary course of business in accordance with ordinary course terms under the Plan subject to any non-bankruptcy rights or defenses the Debtors may have to all or any portion of the Claims. Effectively, the Plan will reinstate General Unsecured Claims and leave them unimpaired. The class of claims entitled under the Plan to vote to accept or reject he Plan is Class 3 - Senior Notes Claims. As reflected in the Voting Report, holders of more than 99% in amount of Class 3 Senior Notes Claims voted to accept the Plan. The objection of Harris County has been resolved on the record at the Sept. 24 confirmation hearing. Harris County, a secured creditor holding a prepetition claim in the approximate amount of $40,120, complained that the Plan failed to provide for the retention of its tax liens on the Debtors' property located in Harris County. At the Confirmation Hearing, the Court sustained the objection of Andrew R. Vara, Acting U.S. Trustee for Region 3, to the scope of the Plan's definition of "Exculpated Parties." In addition, the Court ruled that it would not approve retention of "exclusive" jurisdiction. The U.S. Trustee complained that the Plan's definition of "Exculpated Parties" goes beyond estate fiduciaries by including the holders of the Debtors' note debt who signed the Restructuring Support Agreement. The Debtors, according to the U.S. Trustee, have not established that those noteholders or their professionals or other representatives owe any fiduciary duty to these bankruptcy estates. The definition of Exculpated Parties should be limited to estate professionals and the Debtors' officers and directors, in accordance with Washington Mutual and related case law in the district, the U.S. Trustee asserted. The Debtors, in support of confirmation of the Plan, maintain that the restructuring transactions contemplated by the Plan will significantly deleverage the Debtors' balance sheet, eliminating the Debtors' funded debt obligations by converting the entire $1.2 billion in principal amount of their Senior Notes into 96.9% of the New HERO Common Stock. According to the Debtors, the amount of their liabilities significantly exceeds their enterprise value -- by more than $500 million -- and thus, the Debtors' existing equity holders are substantially out of the money. Despite this fact, the Plan provides that 3.1% of the New HERO Common Stock and 100% of the New HERO Warrants, which provide holders the opportunity to purchase their pro rata share of up to an additional 20.0% of the New HERO Common Stock at a price per share price based upon a $1.55 billion total enterprise value, will be allocated to existing equity holders in exchange for cancellation of their existing stock and consent to the voluntary third-party releases set forth in the Plan, the Debtors asserted. Troy L. Carson, the senior vice president and chief financial officer of HERO, filed a declaration in support of confirmation. Mr. Carson stated that the Chapter 11 cases and the related transactions have been negotiated and implemented in good faith and with a high degree of transparency and public dissemination of information. Additionally, each day the Debtors remain in chapter 11 they incur significant administrative and professional costs, Mr. Carson told the Court. In response to the U.S. Trustee's objection, the steering group of holders of Senior Notes issued by HERO argued that the U.S. Trustee's Objection is premised on an overly restrictive reading of case law from the Court's jurisdiction regarding the permissible scope of plan exculpation provisions. In particular, the U.S. Trustee argues that Washington Mutual and other similar precedent establishes a blanket rule that the scope of plan exculpation provisions must be limited to estate fiduciaries. The Steering Committee asserted that in the context of the Debtors' pre-packaged Chapter 11 cases, however, the U.S. Trustee's simplistic application of the case law leads to an inappropriate result that is inconsistent with the purpose and goals of the Bankruptcy Code. A full-text copy of Judge Carey's Plan Confirmation Order is available at http://bankrupt.com/misc/HERCplanmemo.pdf Prior to the Confirmation Hearing, the Debtors submitted additional Plan Supplements, full-text copies of which are available at http://bankrupt.com/misc/HEROplansupp0920.pdf The Debtors are represented by Robert J. Dehney, Esq., Eric D. Schwartz, Esq., Matthew B. Harvey, Esq., and Tamara K. Minott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware; Emanuel C. Grillo, Esq., and Christopher Newcomb, Esq., at Baker Botts LLP, in New York; and James Prince II, Esq., C. Luckey McDowell, Esq., and Meggie S. Gilstrap, Esq., at Baker Botts LLP, in Dallas, Texas. Andrew R. Vara, the Acting United States Trustee for Region 3, is represented by Benjamin A. Hackman, Esq., and Timothy J. Fox, Jr., Esq., trial attorneys at United States Department of Justice, Office of the United States Trustee, in Wilmington, Delaware. Harris County is represented by John P. Dillman, Esq., and Tara L. Grundemeier, Esq., at Linebarger Goggan Blair & Sampson, LLP, in Houston, Texas. The Steering Committee is represented by: Karen B. Skomorucha Owens, Esq. Stacy L. Newman, Esq. ASHBY & GEDDES, P.A. 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19899 Tel: (302) 654-1888 Fax: (302) 654-2067 Email: kowens@ashby-geddes.com snewman@ashby-geddes.com -- and -- Michael S. Stamer, Esq. Arik Preis, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park Bank of America Tower New York, NY 10036-6745 Tel: (212) 872-1000 Fax: (212) 872-1002 E-mail: mstamer@akingump.com apreis@akingump.com -- and -- Kevin M. Eide, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP Robert S. Strauss Building 1333 New Hampshire Avenue, N.W. Washington, DC 20036-1564 Tel: (202) 887-4000 Fax: (202) 887-4288 E-mail: keide@akingump.com 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: Hires Stout Risius as Restructuring Advisors -------------------------------------------------------------- HII Technologies, Inc., et al., seek permission from the Bankruptcy Court to retain Stout Risius Ross, Inc. to provide management and restructuring services to the Debtors, and also to employ Loretta Cross, a managing director of SRR, as the Debtors' chief restructuring officer, effective as of the Petition Date. The Debtors anticipate that SRR and Ms. Cross may render the following management and restructuring services: * Manage the day-to-day operation of the Debtors. * Manage the Debtors' financial and treasury functions. * Assist the Debtors in (i) cash management, planning, general accounting and financial reporting information management, and (ii) formulation and negotiation with respect to a plan of liquidation or reorganization. * Assist with the preparation of the statement of financial affairs, schedules and other regular reports required by the Bankruptcy Court or which are customarily issued by the Debtors' chief financial officer as well as providing assistance in those areas as testimony before the Bankruptcy Court on matters that are within SRR's areas of expertise. * Assist with financing issues during the bankruptcy case. * Lead negotiations with stakeholders and their representatives. * Coordinate and provide support for the bankruptcy cases and develop a plan of reorganization or other appropriate case resolution, if necessary. * Assist in negotiations with potential acquirers of the Debtors' assets. * Manage the "working group" professionals who are assisting the Debtors in the reorganization process to improve coordination of their effort and individual work product to be consistent with the Debtors' overall restructuring goals. * Work with the Debtors and management to further identify and implement both short-term and long-term liquidity generating initiatives, including collection of existing accounts receivable and sale of assets. * Manage claims and claims reconciliation processes. * Assist with other matters as may be requested by the board of directors or necessitated by the bankruptcy process that fall within SRR's expertise and that are mutually agreed upon. Under the Engagement Letter, SRR is paid weekly, but SRR will file with the Court and provide notice to the United States Trustee and all official committees, reports of compensation earned and expenses incurred on at least a quarterly basis. Those reports will summarize the services provided, identify the compensation earned by each executive officer and staff employee provided, and itemize the expenses incurred. The notice will provide a 14 day time period for objections. All compensation paid remains subject to review by the Court in the event an objection is timely filed. The Debtors employed SRR as financial advisor from June 30, 2015, until the Petition Date. During that time, Ms. Cross was one of several SRR personnel assisting the Debtors in this role. SRR's current hourly rates are: Managing Director $400 - $750 Director $325 - $500 Manager $250 - $450 Senior Analyst $200 - $325 Analyst $175 - $275 Paraprofessional $125 The Debtors will also reimburse SRR for its out-of-pocket expenses. In connection with the retention of SRR for financial and restructuring advisory services in regard to restructuring matters, SRR received a retainer of $25,000. Within the 90 days prior to the Petition Date, SRR was paid approximately $177,00 for financial advisory and other services rendered during that same time period, excluding the retainer. To the best of the Debtors' knowledge and based upon the affidavit of Loretta Cross, SRR and Ms. Cross are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy Code. 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: Wants to Reject 21 Executory Contracts -------------------------------------------------------- HII Technologies, Inc., et al., are seeking permission from the Bankruptcy Court to reject 21 executory contracts that they no longer require estates. The executory contracts include: (1) automobile leases for vehicles that are not being utilized by the Debtors; (2) certain field office and yard lease space that is no longer necessary for the Debtors' operations; and, (3) certain equipment leases with these counterparties: * Craig Hamilton * S&M Assets, LLC * Shirley Staples * BiTerra Quarter Horses * 7H Oil Field Services, LLC * Stacy Smith * Jon and Marla Box * Axis Capital, Inc. * BCL-Equipment Leasing, LLC * Nations Fund I, LLC * Power Reserve Corp. * Enterprise FM Trust The Debtors relate they conducted a comprehensive review of their executory contracts to determine which contracts to assume and which to reject and such review continues. Because the Debtors have reduced operations and anticipate selling substantially all of their physical assets, the Debtors said they no longer require certain executory contracts. 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. IFS FINANCIAL: 5th Circuit Affirms Removal of Chapter 7 Trustee --------------------------------------------------------------- Alex Wolf at Bankruptcy Law360 reported that the U.S. Court of Appeals for the Fifth Circuit on Sept. 25, 2015, affirmed an order removing a Chapter 7 trustee from several cases after the lawyer billed an estate nearly $3,500 for his family's four-night trip to New Orleans that he said was necessary "to prepare" for a hearing, saying proper legal standard was applied. W. Steve Smith, formerly of McFall Breitbeil & Smith PC, asked the Fifth Circuit to reverse a district court order affirming his removal and denial of stay as a trustee for IFS Financial Corp. IRACORE INTERNATIONAL: Moody's Lowers CFR to Caa2; Outlook Neg. --------------------------------------------------------------- Moody's Investors Service downgraded Iracore International Holdings, Inc.'s corporate family rating to Caa2 from Caa1, probability of default rating to Caa2-PD from Caa1-PD, and senior secured rating to Caa2 from Caa1. The company's speculative grade liquidity was lowered to SGL-4 from SGL-3. Iracore's ratings outlook remains negative. RATINGS RATIONALE The rating action reflects Moody's expectation that Iracore's operating results will remain very weak through at least 2016 due to the low oil price and related restrained capital spending by its main customers in the Canadian oil sands. Iracore's Caa2 CFR is driven by the company's very high financial leverage (in excess of 10x) and weak liquidity. Iracore's pipe-lining system has historically been sold mainly to a few large Canadian oil sands customers for use in critical applications. However, demand from these customers has weakened materially and is likely to weaken further in Moody's opinion in response to the continuing low price of oil and as they seek alternatives to the Iracore system for their near term needs. These alternatives include uncoated steel pipes, which have higher ongoing costs, but require reduced upfront capital. Iracore's liquidity is weak (SGL-4). The company's cash position at June 30, 2015 totaled $24 million pro-forma for a term loan obtained in July 2015 although Moody's views this amount as insufficient to fund potential negative free cash flow and maintain compliance with a minimum liquidity covenant in a stress scenario. Iracore does not have a committed revolver and its debt matures in 2018. The negative rating outlook reflects the elevated risk that the company may not have sufficient liquidity to meet its obligations. Iracore's ratings could be upgraded if Moody's expected stronger sustained demand for the company's products enabling its financial leverage to remain below 6x with adequate liquidity. The ratings could be lowered if Moody's believes Iracore is unlikely to fund its obligations as they become due over the next 12 to 15 months. Iracore International Holdings, Inc. primarily manufactures pipe-lining systems for the oil sands mining industry. Revenues in 2014 totaled roughly $46 million. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in December 2014. JDN PROPERTIES: Court Enforces Deal Between Ch. 7 Trustee & Natale ------------------------------------------------------------------ Stacey L. Meisel, the Chapter 7 for the estate of JDN Properties at Florham Park, LLC, filed a motion to enforce a settlement of an adversary proceeding which she filed against the Debtor's principal, Joseph D. Natale, various entities owned or controlled by Mr. Natale, and four professionals previously associated with the Debtor, to recover fraudulent transfers and preferences under Sections 544, 547, 548, 549 and 550 of the Bankruptcy Code. The Settlement was never reduced to a final, agreed-upon writing, although numerous drafts were exchanged among the parties. Natale objects to the enforcement of the Settlement. Co-defendant Donna Conroy Esq., supports the enforcement of the Settlement. The primary basis of the dispute is the parties' disagreement over the scope of the releases included as part of the Settlement and whether an enforceable Settlement Agreement exists between and among the parties. Judge Vincent F. Papalia of the United States Bankruptcy Court for the District of New Jersey, in an opinion dated Aug. 31, 2015, found that the parties reached the Settlement on October 1, 2014, and that the releases apply to any and all claims asserted in the Adversary Proceeding or in the Bankruptcy Case. Claims that were not asserted in the Adversary Proceeding or Bankruptcy Case are not released, Judge Papalia ruled. Accordingly, Judge Papalia approved the Settlement and Settlement Agreement and issued an implementing Order. The adversary case is STACEY L. MEISEL, Chapter 7 Trustee, Plaintiff, v. JOSEPH D. NATALE, JDN PROPERTIES, LLC, JDN PROPERTIES II, LLC, JDN PROPERTIES III, LLC, JDN PROPERTIES IV, LLC, JDN PROPERTIES@SPRING LAKE, LLC, JDN PROPERTIES@LEBANON, LLC, JDN PROPERTIES@24 MOUNTAIN, LLC, TOSCA RESTAURANT, LLC, CAFÉ EMILIA, INC., and JDN PROPERTIES@WESTFIELD, LLC, FERNANDO ROQUE, JENNIFER GRAMBOR, CHRIS TSAMUTALIS, DONNA CONROY, JOHN DOES 1-10 and ABC CORPORATIONS 1-10, Defendants, ADV. PRO. NO. 11-1863 (VFP)(Bankr. D.N.J.). The bankruptcy case is In re: JDN PROPERTIES AT FLORHAM PARK, LLC, Chapter 7, Debtor, CASE NO. 10-11697 (VFP)(Bankr. D.N.J.). A full-text copy of Judge Papalia's Decision is available at http://is.gd/weFwg4from Leagle.com. Becker Meisel LLC, Michael E. Holzapfel, Esq. -- meholzapfel@beckermeisel.com -- Livingston, NJ Attorneys for Chapter 7 Trustee, Stacey L. Meisel. Podvey, Meanor, Catenacci, Hildner, Cocoziello & Chattman, PC, Robert L. Podvey, Esq. -- rpodvey@podvey.com -- Newark, NJ Attorneys for Defendant, Chris Tsamutalis. Meyner and Landis LLP, Rosaria A. Suriano, Esq. -- RSuriano@Meyner.com -- Newark, NJ, Attorneys for Defendant, Joseph D. Natale. Graham Curtin P.A., Patrick J. Galligan, Esq., Caitlin M. Hillenbrand, Esq. -- chillenbrand@grahamcurtin.com -- Morristown, NJ, Attorneys for Defendant, Donna Conroy, Esq. KEY ENERGY: S&P Lowers CCR to 'CCC+'; Outlook Stable ---------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on U.S.-based Key Energy Services Inc. to 'CCC+' from 'B'. The outlook is stable. At the same time, S&P lowered its issue-level ratings on the company's senior secured term loan to 'B' from 'BB-'. The recovery rating on the term loan remains '1', indicating a very high (90% to 100%) recovery in the event of a payment default. S&P also lowered its issue-level ratings on the company's senior unsecured notes to 'CCC+' from 'B', and maintained a '4' recovery rating, indicating average (30% to 50%, high end of the range) recovery in the event of a payment default. Capital spending in the U.S. oil and natural gas exploration and production (E&P) industry has sharply deteriorated in 2015 in response to low oil and natural gas prices. Consequently, S&P has reduced its revenue and EBITDA margin assumptions for U.S. oilfield services provider Key Energy Services Inc., and expect debt leverage to materially increase from S&P's previous forecast. S&P now estimates funds from operations (FFO) to debt will fall below 5% and debt to EBITDA will exceed 10x over the next two years, which S&P considers inconsistent with a 'B' rating. Standard & Poor's views Key's business profile as "vulnerable." S&P revised its assessment to "vulnerable" from "weak" to reflect the weaker-than-expected operating performance despite Key's good geographic diversity across all major plays in the U.S. and midsize scale of operations. S&P views Key's financial risk as "highly leveraged," reflecting our expectation that average FFO to debt will fall to less than 5% over the next three years. Additionally, S&P expects debt to EBITA above 10x in 2015 and 2016. S&P expects that any improvement will require industry conditions to materially strengthen, supported by a sustained improvement in crude oil prices. "The stable outlook reflects our expectation that Key's liquidity position will remain 'adequate' for the next 12 to 18 months despite challenging market conditions," said Standard & Poor's credit analyst David Lagasse. S&P could lower the rating if liquidity deteriorates to "less than adequate," most likely due to higher capital spending or higher-than-expected costs related to the ongoing FCPA investigation. S&P could revise the outlook to positive if market conditions in the onshore North American oil and gas industry improve such that we expect Key's credit measures to sustainably improve as well as maintenance of adequate liquidity. MANULIFE US REIT: S&P Affirms Prelim. 'BB' CCR; Outlook Stable -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB' preliminary long-term corporate credit rating on Manulife US REIT. The outlook is stable. S&P also affirmed its preliminary 'axBBB-' long-term ASEAN regional scale rating on the REIT. The preliminary rating is contingent on Manulife US REIT successfully listing on the Singapore stock exchange. S&P could assign a final rating with the next 90 days if the IPO is successful during that period. "The rating reflects our view that the REIT will benefit from its high-quality asset portfolio and well-known brand name, despite its small asset base," said Standard & Poor's credit analyst Kah Ling Chan. Manulife US REIT's business strategy is to grow its portfolio by acquiring office assets in the U.S. from third parties. The company's existing portfolio consists of three office buildings in Los Angeles, Orange County, and Washington D.C. in the U.S. S&P believes the office market in Orange County is favorable, given the stable job growth and minimal new supply. In comparison, Downtown Los Angeles has an oversupply of office space, while growth in Washington. D.C. turned weak due to the uncertainty of government spending. Overall, the REIT's portfolio's occupancy is high at above 97% as of March 2015, with a diversified tenant base where the biggest tenant occupies about 10% space. The average lease expiry by area is 5.1 years, with 85.5% of leases having annual rental escalation provisions of 2.0%-3.5%. In S&P's view, Manulife US REIT will benefit from the expertise of its sponsor, Manufacturer Life Insurance Co., in managing commercial properties. In addition, the shared brand name with the sponsor helps the REIT in the highly competitive U.S. office market. Manulife US REIT's sponsor is part of the Canada-based financial services group, Manulife Financial Corp. Through its real estate management platform, the group has about US$13.2 billion in real estate assets under management globally, with US$6.6 billion assets in the U.S. About 61% of the group's assets are in office real estate. S&P believes that Manulife US REIT's small asset base constrains its competitive position. The REIT starts with a small portfolio valued at US$723 million, smaller than that of S&P's rated US REITs. Manulife US REIT is therefore not well positioned to weather any unexpected downturn in the U.S. economy, which could translate into a weak office leasing market and lower the REIT's net operating income. S&P assess Manulife US REIT's business risk profile as "weak" based on the above factors. S&P expects Manulife US REIT's EBITDA interest coverage to stay about 3.5x over the next 18-24 months, a level S&P considers commensurate with an "intermediate" financial risk profile. S&P anticipates that the ratio of funds from operations (FFO) to debt will likely remain about 9% over the period. S&P anticipates that Manulife US REIT's leverage (as measured by a ratio of debt to total assets) will remain at about 38% over the next 18-24 months, compared with the company's targeted leverage of below 40%. This leverage level leaves Manulife US REIT with limited debt headroom within its current financial risk profile category. S&P believes that the REIT is unlikely to gear up for acquisitions in the near future, given that a sizable portion of its equity funding would be utilized. "The stable outlook reflects our expectation that Manulife US REIT will operate within its financial policy, such that its leverage will stay below 40% over the next 12-18 months. We believe the REIT's portfolio will continue to generate stable income owing to its high occupancy, long lease expiry, and diversified tenant base," said Ms. Chan. S&P may lower the rating if the REIT manager undertakes a debt-funded acquisition program that keeps its leverage above 40% for a prolonged period. At those levels, S&P would expect the EBITDA interest coverage to fall below 2.4x and the FFO-to-debt ratio to be below 9% on a sustained basis. Rating pressure could also arise if the REIT's cash flow weakens, which could be because of a decline in net operating income owing to higher vacancies or lower rents on renewed leases. S&P don't expect an upgrade over the next 12 months, given Manulife US REIT's current asset portfolio mix. However, S&P may raise the rating if the REIT grows its asset portfolio while managing its lease expiry in 2017 (representing about 18% of the total lease expiry), such that its profits are stable. S&P may also raise the rating if Manulife US REIT articulates a more conservative financial policy, such that its EBITDA interest coverage improves to more than 3.8x or its FFO-to-debt ratio is above 15% on a sustained basis. MIDWAY GOLD: Gavin/Solmonese OK'd as Panel's Financial Advisor -------------------------------------------------------------- The Hon Michael E. Romero of the U.S. Bankruptcy Court for the District of Colorado authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Midway Gold US Inc., et al., to retain Gavin/Solmonese LLC as its financial advisor. Gavin/Solmonese is expected to, among other things: (a) review and analyze the businesses, management, operations, properties, financial condition and prospects of the Debtors; (b) review and analyze historical financial performance, and transactions between and among the Debtors, their creditors, affiliates and other entities; and (c) review the assumptions underlying the business plans and cash flow projections for the assets involved in any potential asset sale or plan of reorganization. Wayne P. Weitz, a managing director of Gavin/Solmonese, told the Court that Gavin/Solmonese has agreed to a 10% reduction from its customary base hourly rates. The firm will also charge the Committee for all other services provided and for other charges and disbursements incurred in rendering services to the Committee. To the best of the Committee's knowledge, Gavin/Solmonese has no interest which is adverse to the estates. About Midway Gold Midway Gold Corp., incorporated on May 14, 1996 under the laws of the Province of British Columbia, Canada, is engaged in the acquisition, exploration and development of mineral properties located in the state of Nevada and Washington. Midway Gold operates primarily through its wholly-owned subsidiary located in the United States, Midway Gold US Inc. The executive offices are in Englewood, Colorado. Midway US currently has one gold producing property: the Pan gold mine located in White Pine County, Nevada. Midway also has gold properties which are exploratory stage projects where gold mineralization has been identified, such as the Tonopah project in Nye County, Nevada, the Gold Rock project in White Pine County, Nevada, and the Golden Eagle project in Ferry County, Washington. Out of these projects, a permitting process has been undertaken only for the Gold Rock project. Finally, Midway's Spring Valley property, another gold property located in Pershing County, Nevada, is subject to a joint venture with Barrick Gold Exploration Inc. On June 22, 2015, Midway Gold US Inc. and 12 related entities, including parent Midway Gold Corp. each filed a petition in the U.S. Bankruptcy Court for the District of Colorado seeking relief under Chapter 11 of the U.S. Bankruptcy Code. The Debtors' cases have been assigned to Judge Michael E. Romero. Judge Michael E. Romero directed the joint administration of the cases under Case No. 15-16835. The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy and restructuring counsel; DLA Piper (Canada) LLP, as Canadian bankruptcy counsel; Ernst & Young Inc., as information officer of Canadian court; RBC Capital Markets, as investment banker; FTI Consulting as financial advisor; and Epiq Solutions, as claims and noticing agent. Midway Gold Corp. disclosed $184 million in assets and $62.4 million in liabilities as of March 31, 2015. Midway Gold US Inc., disclosed total assets of $2,461,673 and total liabilities of $122,448,181 as of the Chapter 11 filing. In July, the U.S. Trustee overseeing the Debtors' cases appointed seven creditors to serve on the official committee of unsecured creditors. The creditors are American Assay Laboratories, EPC Services Company, InFaith Community Foundation, Jacobs Engineering Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart Longyear. Gavin/Solmonese LLC serves as its financial advisor. MIDWAY GOLD: Has Authority to Use Cash Collateral Until Nov. 6 -------------------------------------------------------------- Judge Michael E. Romero of the United States Bankruptcy Court for the District of Colorado signed off a third interim order authorizing Midway Gold Corp. postpetition use of cash collateral until Nov. 6, 2015, or the occurrence of any event of default. The Debtor will continue to provide adequate protection to Senior Secured Parties. The Cash Collateral will be used for: (a) working capital requirements; (b) general corporate purposes; and (c) the costs and expenses (including making adequate protection payments) of administering the Chapter 11 Cases. The Debtor may not use the Cash Collateral to (1) pay fees or expenses (i) in excess of $40,000 per month on account of Professional Persons retained by the the Official Committee of Unsecured Creditors, (ii) in excess of $40,000 for the Committee to investigate Claims and Defenses against the Secured Parties before the termination of the Challenge Period, or (2) to initiate or prosecute proceedings or actions on account of any Claims or Defenses against the Secured Parties. The Debtor told the Court that they have an immediate need to use the Cash Collateral to permit among other things, the orderly continuation of its businesses, to maintain and generate the confidence of its customers and vendors, and to preserve its going concern value. Absent the ability to use Cash Collateral, the continued operation of the Debtor's businesses would not be possible and irreparable harm would occur, the Debtor further told the Court. The Debtor related that use of Cash Collateral has been negotiated in good faith and at arms' length with the Senior Agent and the Subordinate Agent, and both Agents consented to the Debtor's use of Cash Collateral on an interim basis. The bankruptcy court will convene a hearing on November 6, 2015 at 9:30 a.m., to consider any request for further use of the cash collateral. Objection deadline will be no later than October 30. Midway Gold US Inc., et al. are represented by: Stephen D. Lerner, Esq. SQUIRE PATTON BOGGS (US) LLP 221 E. Fourth Street, Suite 2900 Cincinnati, OH 45202 Tel: (513) 361-1200 Fax: (513) 361-1201 Email: Stephen.lerner@squirepb.com -- and -- Nava Hazan, Esq. SQUIRE PATTON BOGGS (US) LLP 30 Rockefeller Plaza, 23rd Floor New York, NY 10112 Tel: (212) 872-9800 Fax: (212) 872-9815 Email: Nava.hazan@squirepb.com -- and -- Harvey Sender, Esq. SENDER WASSERMAN WADSWORTH, P.C. 1660 Lincoln Street, Suite 2200 Denver, CO 80264 Tel: (303) 296-1999 Fax: (303) 296-7600 Email: dvw@sendwass.com About Midway Gold Midway Gold Corp., incorporated on May 14, 1996 under the laws of the Province of British Columbia, Canada, is engaged in the acquisition, exploration and development of mineral properties located in the state of Nevada and Washington. Midway Gold operates primarily through its wholly-owned subsidiary located in the United States, Midway Gold US Inc. The executive offices are in Englewood, Colorado. Midway US currently has one gold producing property: the Pan gold mine located in White Pine County, Nevada. Midway also has gold properties which are exploratory stage projects where gold mineralization has been identified, such as the Tonopah project in Nye County, Nevada, the Gold Rock project in White Pine County, Nevada, and the Golden Eagle project in Ferry County, Washington. Out of these projects, a permitting process has been undertaken only for the Gold Rock project. Finally, Midway's Spring Valley property, another gold property located in Pershing County, Nevada, is subject to a joint venture with Barrick Gold Exploration Inc. On June 22, 2015, Midway Gold US Inc. and 12 related entities, including parent Midway Gold Corp. each filed a petition in the U.S. Bankruptcy Court for the District of Colorado seeking relief under Chapter 11 of the U.S. Bankruptcy Code. The Debtors' cases have been assigned to Judge Michael E. Romero. Judge Michael E. Romero directed the joint administration of the cases under Case No. 15-16835. The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy and restructuring counsel; DLA Piper (Canada) LLP, as Canadian bankruptcy counsel; Ernst & Young Inc., as information officer of Canadian court; RBC Capital Markets, as investment banker; FTI Consulting as financial advisor; and Epiq Solutions, as claims and noticing agent. Midway Gold Corp. disclosed $184 million in assets and $62.4 million in liabilities as of March 31, 2015. Midway Gold US Inc., disclosed total assets of $2,461,673 and total liabilities of $122,448,181 as of the Chapter 11 filing. In July, the U.S. Trustee overseeing the Debtors' cases appointed seven creditors to serve on the official committee of unsecured creditors. The creditors are American Assay Laboratories, EPC Services Company, InFaith Community Foundation, Jacobs Engineering Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart Longyear. Gavin/Solmonese LLC serves as its financial advisor. MOTORS LIQUIDATION: Ignition Switch Suit Remains in Bankr. Court ---------------------------------------------------------------- Judge Jesse M. Furman of the United States District Court for the Southern District of New York denied the motions to withdraw reference filed by plaintiffs in multi-district litigation proceedings, the State of Arizona, and the People of the State of California. In 2014, General Motors LLC ("New GM"), which purchased majority of old General Motors' assets pursuant to Section 363 of the Bankruptcy Code, filed several motions to enforce the bankruptcy court's July 5, 2009 sale order and injunction seeking to enjoin many of the cases and claims in the multi-district litigation proceedings against it and elsewhere. Judge Robert E. Gerber of the United States Bankruptcy Court for the Southern District of New York ruled that certain claims and allegations were barred by the sale order, and established a procedure by which parties could file pleadings to determine whether and how their claims were subject to that ruling. The Plaintiffs filed those pleadings and thereafter moved to withdraw the reference, asking the district court to resolve whether and to what extent their complaints are affected by Judge Gerber's rulings on the motions to enforce. Judge Furman denied the motions to withdraw the reference, stating that the claims involve core proceedings and that withdrawal of the reference will not enhance judicial efficiency, for example, because Judge Gerber is already fully versed in the Plaintiffs' claims, the sale order, and his ruling on the motions to enforce. Judge Furman further found that failing to withdraw the reference is unlikely to cause delay or increase the costs to the parties. The case is IN RE: MOTORS LIQUIDATION COMPANY, NOS. 15-CV-4685 (JMF), 15-CV-5056 (JMF) (S.D.N.Y.). A full-text copy of Judge Furman's August 27, 2015 opinion and order is available at http://is.gd/K9TrPEfrom Leagle.com. GM Ignition Switch is represented by: Elizabeth J. Cabraser, Esq. LIEFF, CABRASER, HEIMANN & BERNSTEIN 275 Battery Street, 29th Floor San Francisco, CA 94111-3339 Tel: (415) 956-1000 Fax: (415) 956-1008 Email: ecabraser@lchb.com -- and -- Robert Hilliard, Esq. HILLIARD MUNOZ GONZALES LLP 719 S Shoreline Blvd, # 500 Corpus Christi, TX 78401 Tel: (361) 882-1612 Fax: (361) 882-3015 -- and -- Steve W. Berman, Esq. HAGENS BERMAN SOBOL SHAPIRO LLP 1918 Eighth Ave., Suite 3300 Seattle, WA 98101 Tel: (206) 623-7292 Fax: (206) 623-0594 Email: steve@hbsslaw.com -- and -- Daniel Fayne Dotson, Esq. LAW OFFICE OF DANIEL F. DOTSON 178 Main Street Suite 1 Whitesburg, KY 41858 Tel: (606) 633-4467 -- and -- Mark Parker Robinson, Esq. ROBINSON CALCAGNIE ROBINSON SHAPIRO DAVIS, INC. 19 Corporate Plaza Drive Newport Beach, CA 92660 Tel: (949) 720-1288 Fax: (949) 720-1292 Shenyesa Henry, Madelaine Koppelman, Frances Ann Fagans, Wayne Wittenberg, David Young, Nathaniel Fagans are represented by: Steve W. Berman, Esq. HAGENS BERMAN SOBOL SHAPIRO LLP 1918 Eighth Ave., Suite 3300 Seattle, WA 98101 Tel: (206) 623-7292 Fax: (206) 623-0594 Email: steve@hbsslaw.com GM Ignition Switch is represented by: Andrew Baker Bloomer, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: andrew.bloomer@kirkland.com About Motors Liquidation Company General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. As of March 31, 2015, Motors Liquidation had $1.01 billion in total assets, $69.2 million in total liabilities and $945 million in net assets in liquidation. MPF HOLDINGS: Trustee Cannot Sue to Recover Payments to Mustang --------------------------------------------------------------- Judge Lynn N. Hughes of the United States District Court for the Southern District of Texas affirmed the bankruptcy court's dismissal of the litigation trust's suit against Mustang Engineering Ltd. In June 2008, MPF Holdings US LLC became the assignee of a contract with Mustang for the design of a ship for oil exploration. After MPF filed for bankruptcy and as part of the reorganization, Mustang's contract with MPF was acquired by COSCO (Dalian) Co. Ltd. The exchange was essentially that Dalian paid cash for MPF's rights in the Mustang contract and the partially built ship. A litigation trust created as part of the reorganization plan of MPF later sued Mustang to recover as preferences payments by MPF to Mustang. The bankruptcy court dismissed the suit, holding that (a) the suit was barred by the assumption of Mustang's contract and (b) the preference claim against Mustang was released by the reorganization. In affirming the bankruptcy court, Judge Hughes held that because MPF assumed and assigned Mustang's contract to another company, the trustee may not now recover for preferential payments related to the contract. The judge also found that under the plan and the novation, the estate clearly relinquished its claims against Mustang. Judge Hughes noted that the novations say that each agreement is a settlement and compromise of all claims among the parties and that such claims are excluded from those retained by the litigation trust. The adversary case is Jeff Compton, Appellant, v. Mustang Engineering Ltd., Appellee, ADVERSARY NO. 10-3477 (Bankr. S.D. Tex.). The district court case is Jeff Compton, Appellant, v. Mustang Engineering Ltd., Appellee, CIVIL ACTION NO. H-13-1964 (S.D. Tex.). The bankruptcy case is In Re: MPF Holdings US LLC, et al., Debtors, BANKRUPTCY NO. 08-36084-H4-11 (Bankr. S.D. Tex.). A full-text copy of Judge Hughes' August 29, 2015 opinion on appeal is available at http://is.gd/Cp0Wh8from Leagle.com. MPF Holdings US LLC is represented by: Courtney Smart Lauer, Esq. D Bobbitt Noel, Jr, Esq. VINSON & ELKINS LLP 1001 Fannin Street Suite 2500 Houston, TX 77002 Tel: (713) 758-2222 Fax: (713) 758-2346 Email: bnoel@velaw.com MPF Holdings US LLC, In Re is represented by: Ginny Maslin, Esq. Harry Allen Perrin, Esq. VINSON ELKINS, LLP 1001 Fannin Street Suite 2500 Houston, TX 77002 Tel: (713) 758-2222 Fax: (713) 758-2346 Email: hperrin@velaw.com -- and -- Matthew Okin, Esq. OKIN & ADAMS LLP 1113 Vine St. Suite 201 Houston, TX 77002 Tel: (713) 228-4100 Fax: (888) 865-2118 Email: mokin@okinadams.com Jeff Compton is represented by: Brooke Bornick Chadeayne, Esq. Joseph Brooks DiRago, Esq. Philip G Eisenberg, Esq. LOCKE LORD LLP 2800 JPMorgan Chase Tower 600 Travis Houston, TX 77002 Tel: (713) 226-1200 Fax: (713) 223-3717 Email: bchadeayne@lockelord.com peisenberg@lockelord.com Mustang Engineering, Ltd. is represented by: Trey Andrew Monsour, Esq. K&L GATES LLP 1000 Main St. Suite 2550 Houston, TX 77002 Tel: (713) 815-7300 Fax: (713) 815-7301 Email: trey.monsour@klgates.com -- and -- Benjamin L Mesches, Esq. HAYNES BOONE LLP 2323 Victory Avenue Suite 700 Dallas, TX 75219 Tel: (214) 651-5000 Fax: (214) 651-5940 Email: ben.mesches@haynesboone.com About MPF Corp. Bermuda-based MPF Corp. Ltd. -- http://www.mpf-corp.com/-- engaged in deep water oil and gas exploration. The Company was established on April 25, 2006. The company and debtor-affiliate MPF Holding US LLC filed separate petitions for Chapter 11 relief on Sept. 24, 2008 (Bankr. S.D. Tex. Case Nos. 08-36086 and 08-36084). MPF-01 followed on Sept. 25, 2008. D. Bobbitt Noel, Jr., Esq. at Vinson & Elkins LLP, represented the Debtors as counsel. MPF estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. The Bermuda Proceedings and the Chapter 11 cases in the U.S. ran as parallel proceedings. On June 16, 2010, the Court entered an order approving the Debtors' amended disclosure statement and confirming the Debtors' amended joint plan of reorganization. The Plan was declared effective August 9, 2010. The Plan provided for the sale of the acquired assets to Cosco Dalian Shipyard Co. Ltd., MPF's largest vendor, pursuant to the assignment and purchase agreement. The essential terms of the agreement includes: a) a cash payment of $104,000,000 to MPF and MPF-01 on the closing date, in full; b) assumption of certain liabilities; and c) release MPF-01 from its obligation to pay the cure amount under a contract with Cosco. The Plan allows for the appointment of a litigation trustee to oversee and administer a post-confirmation litigation trust. The purpose of the trust is to liquidate claims to pay allowed unsecured claims pursuant to the Plan. OCWEN FINANCIAL: S&P Affirms 'B' ICR & Removes from Watch Negative ------------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'B' issuer credit rating on OCWEN Financial Corp. (OCN) and removed the rating from CreditWatch, where S&P had placed it with negative implications on April 20, 2015. The outlook is negative. "Our affirmation reflects the resolution of the 2014 audit opinion in May 2015, the refinancing of OCN's largest servicing advance facility in September 2015, and our expectation that our downgrade of Ocwen Loan Servicing's servicer ranking to BELOW AVERAGE will not result in the termination of a meaningful amount of servicer contracts, thus providing some stability to cashflow," said Standard & Poor's credit analyst Richard Zell. On Sept. 18, 2015, OCN completed the refinancing of its largest servicing advance financing facility that was set to mature in October 2015. The facility consists of $300 million of one-year term notes and $1.35 billion of variable funding notes. The renewal of this facility somewhat removes the uncertainty around OCN's ability to execute on its business strategy. On May 11, 2015, OCN filed its 2014 audit with an unqualified opinion from its auditors. The company had previously announced the possibility of "going concern" language being included in the audit. A "going concern" is an indication that the auditor has questions about the firm's ability to remain financially viable over the next 12 months. S&P's belief is that the inclusion of this language in the audit would likely have negatively affected both funding capacity and revenue because banking partners, clients, and other stakeholders would have reexamined their business relationships with Ocwen. Despite the challenges that have recently plagued OCN, the company has retained servicing contracts even when mortgage investors have had the ability to move servicing to a competing provider because of ratings triggers. Given the lack of client movement historically, even during some of the most challenging periods of the company's history, we believe that these clients are likely to stay with OCN as the firm resolves much of its legacy compliance and reporting issues, thus protecting a material portion of the firm's cash flow. OCN is continuing to execute on its strategy of liquidating agency servicing portfolios. S&P expects that the remainder of the transactions that have been announced will be completed by year-end and additional deals will be announced in 2016. OCN will use proceeds from the mortgage servicing rights (MSR) sales and excess cash flows from operations primarily to reduce the senior secured term loan (SSTL). S&P expects that by year-end 2015 the company will reduce the SSTL to approximately $450 million, from the current $709 million. However, S&P expects that EBITDA will decline throughout the coming quarters as servicing assets are sold and replaced organically by OCN's origination efforts and through broker and wholesale channels. A potential offset to S&P's expectation for reduced revenues could be OCN's aggressive cost reduction initiatives announced during the second quarter earnings call. S&P will monitor the progress of the cost savings efforts and any potential impact on servicing quality and production capabilities. Given both the expected reduction in debt and EBITDA, S&P believes that leverage will remain in the 3.0x-4.0x range. The negative outlook reflects the uncertainty surrounding OCN's ability to generate sufficient revenue to support debt levels. S&P believes that OCN faces increased strategic and operational risks as it reduces its servicing portfolio and grows its residential mortgage origination capabilities to generate servicing assets and supplement fee revenue. S&P could lower the rating on OCN if the company is unable to successfully execute its current strategic plans, thus risking its ability to generate recurring cash flow sufficient to support even the projected levels of reduced debt. For example, if debt to EBITDA breaches 4.0x, with no plan for reducing it below the 4.0x threshold, S&P could lower the rating. S&P could revise the outlook to stable if OCN uses proceeds from the sale of government-sponsored entity servicing assets to reduce the firm's leverage, or if cash flow generated by the stabilized operating model results in an improved leverage profile, such that the projected debt-to-EBITDA ratio is sustainably below 3.0x, in conjunction with supplementary leverage ratios consistent with an "intermediate" assessment. Along with the debt-to-EBITDA ratio, S&P will also consider the firm's debt to equity given the quality of the firm's primary asset, MSRs. If OCN's debt-to-equity ratio declines below 1.0x, S&P would consider revising the outlook to stable even if debt to EBITDA exceeds 4.0x. As of June 30, 2015, the firm's debt-to-equity ratio was 1.7x. PATRIOT COAL: U.S. Trustee Amends Retiree Panel Appointment ----------------------------------------------------------- Judy A. Robbins, U.S. Trustee for Region 4, filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a Second Amended Official Appointment of Committee of Retired Employees. The U.S. Trustee appointed these persons to serve on the Committee: 1. James R. Gillenwater 2. Elizabeth Wills 3. Carl Egnor, UMWA Representative The Retiree Committee retains Stahl Cowen Crowley Addis LLC as it counsel and Zolfo Cooper, LLC, as its bankruptcy consultants and financial advisors. About Patriot Coal Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. Patriot Coal estimated more than $1 billion in assets and debt. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. The U.S. trustee overseeing the Chapter 11 case of Patriot Coal Corp. appointed seven creditors of the company to serve on the official committee of unsecured creditors. The Committee is represented by Morrison & Foerster LLP as its counsel, and Tavenner & Beran, PLC, as its local counsel. Jefferies LLC serves as its investment banker. * * * Patriot Coal has filed with the Bankruptcy Court a letter of intent for a proposed sale of a substantial majority of its operating assets to Blackhawk Mining, LLC, as well as a motion outlining bidding procedures. Under the terms of the letter of intent, Blackhawk would issue to Patriot's secured lenders new debt securities totaling approximately $643 million plus Class B Units providing them an ownership stake in Blackhawk. In addition, Blackhawk would assume or replace surety bonds supporting reclamation and related liabilities associated with the purchased assets. PETTERS COMPANY: Trustee Gets Approval to Take Part in Mediation ---------------------------------------------------------------- The Chapter 11 trustee of Petters Company Inc. received court approval to enter into mediation with the defendants of over 200 lawsuits tied to a multibillion-dollar Ponzi scheme allegedly operated by the company's owner. The order, issued last week by U.S. Bankruptcy Judge Gregory Kishel, allowed Douglas Kelley to take part in mediation with over 300 defendants who received money from companies owned by Minnesota businessman Thomas Petters through fraudulent transfers. The lawsuits seek to recover that money not only from investors but also from employees and charitable organizations that received donations from the businessman. Mr. Petters, who has been accused of laundering more than $40 billion, allegedly used money from newer investors to repay the notes held by older investors. The new investors were made to believe that their money would be used to purchase consumer electronic goods for resale to big-box retailers, according to court filings. Mr. Kelley previously obtained court approval to enter into mediation with creditors holding larger claims against the company. The order issued last month allowed the trustee to pay the fees and expenses of former bankruptcy judge Ralph Mabey of Kirton McConkie, who served as mediator. About Petters Company Based in Minnetonka, Minn., Petters Group Worldwide LLC is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Founder and chairman Tom Petters formed the company in 1988. Petters Company, Inc. is the financing and capital-raising unit of Petters Group Worldwide. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. Petters Company, Petters Group Worldwide and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters Company estimated its debts at $500 million and $1 billion. Parent Petters Group Worldwide estimated its debts at not more than $50,000. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc. and MN Airline Holdings, Inc. filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct. 6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun Country's parent company. The Official Committee of Unsecured Creditors is represented by David E. Runck, Esq., Lorie A. Klein, Esq., at Fafinski Mark & Johnson, P.A. Trustee Douglas A. Kelley is represented by James A. Lodoen, Esq., Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam C. Ballinger, Esq., at Lindquist & Vennum LLP. PROPETRO SERVICES: Moody's Lowers CFR to Caa2; Outlook Negative --------------------------------------------------------------- Moody's Investors Service downgraded ProPetro Services, Inc.'s Corporate Family Rating (CFR) to Caa2 from B3, Probability of Default Rating (PDR) to Caa2-PD from B3-PD and the senior secured credit facility to Caa2 from B3. The Speculative Grade Liquidity (SGL) Rating was also downgraded to SGL-4 from SGL-2 and the rating outlook was changed to negative from stable. "The rating downgrades were driven by the expected steep decline in ProPetro's EBITDA and cash flow generation through 2016 due to the decreased demand and severe margin compression for pressure pumping services in the highly competitive Permian Basin," said Arvinder Saluja, Moody's Senior Analyst. "There is a higher likelihood of a covenant breach necessitating either covenant negotiations or an equity infusion from ProPetro's financial sponsors." RATINGS RATIONALE The downgrade of ProPetro's CFR to Caa2 from B3 was driven primarily by the expectations for a sharp decline in EBITDA margins due to the weakened demand for pressure pumping services in the Permian Basin. With no immediate signs of a commodity price recovery or a meaningful increase in 2016 upstream capital budgets, ProPetro's credit metrics will deteriorate materially and will lead to a covenant breach in the first quarter 2016, if not sooner. ProPetro's modest scale within the broader oilfield services industry, concentrated operations in the Permian Basin, and significant reliance on a highly volatile oilfield services sub-segment (pressure pumping/hydraulic fracturing) for cash flow generation constrains ratings. Pressure pumping providers have seen dramatic declines in demand for their services and this segment represents over 90% of ProPetro's EBITDA. The rating also considers the highly cyclical and competitive nature of onshore drilling and completion services demand, the short duration of ProPetro's service contracts, and its private ownership. The rating benefits from ProPetro's good-quality fracturing (frac) fleet, operating track record in one of the most active hydrocarbon basins in North America, and established customer relationships. The Caa2 rating on both the $40 million senior secured revolver and senior secured term loan due 2019 ($200 million outstanding as of June 30, 2015) is the same as the Caa2 CFR as they comprise most of the funded debt. Ratings of the revolver and term loan are supported by the first lien on all assets and equity of the company. Terms of the credit facility include an excess cash flow recapture based on the total leverage level. The Caa2-PD Probability-of-Default Rating reflects Moody's expectation for an average recovery in a distressed scenario. The SGL-4 rating reflects ProPetro's weak liquidity at least through 2016. There is $15 million available under the company's $40 million revolving credit facility as of June 30, 2015, which along with cash on hand of $17 million brought total liquidity to $32 million. The company is expected to generate $40 million - $50 million of EBITDA in 2015 and less than $40 million of EBITDA in 2016. That level of EBITDA generation will not be sufficient to cover the cash interest needs of $18 million - $22 million, maintenance capital expenditure of $25 million - $30 million and working capital swings. The revolver commitment expires in 2018, and the term loan matures in 2019. The credit facility is subject to a maximum debt / EBITDA ratio of 3.5x, stepping down to 3.25x on March 31, 2016, 3.0x on March 31, 2017 and 2.75x on March 31, 2018. Moody's do not expect the company to comply with this covenant beyond 2015, needing covenant relief from lenders or an equity infusion from the financial sponsors to cure any violation of the covenant. The company has few alternate liquidity sources of liquidity as all assets are encumbered and any net proceeds from asset sales have to be used to repay revolver borrowings outstanding and the term loan balance within 180 days. The negative outlook reflects the likelihood for even weaker financial performance and the high likelihood of a covenant breach. The outlook could be changed to stable if covenant relief is obtained and annual EBITDA will be sustained above $70 million. Ratings could be downgraded if the company does not get any needed covenant relief or an equity infusion to cure a potential covenant breach. A downgrade could also occur if earnings deteriorate more than expected resulting in EBITDA/interest coverage of less than 1x. Ratings are not likely to be upgraded at least through 2016, given the weak commodity price environment and softness in the drilling and oilfield services sectors. Should dayrates start rising and lead to EBITDA of at least $85 million and debt/EBITDA sustained below 4.5x, combined with at least adequate liquidity, ProPetro's ratings could be upgraded. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in December 2014. ProPetro Services, Inc. is a Midland, Texas based private oilfield services (OFS) company.v PROPETRO SERVICES: S&P Affirms 'B-' CCR & Revises Outlook to Neg. ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on oilfield services company ProPetro Services Inc. and revised the outlook to negative from stable. In addition, S&P affirmed the 'B' issue-level rating on ProPetro's $220 million senior secured term loan and $40 million revolving credit facility. The recovery ratings on the debt remain '2', indicating substantial (higher end of the 70%-90% range) recovery in a default scenario. "The outlook revision reflects our view of challenging market conditions in the oilfield services industry as a result of the drop in oil and natural gas prices and the reduction in E&P companies' capital spending budgets," said Standard & Poor's credit analyst John Rogers. "Similar to many of its peers, ProPetro's utilization and pricing for completion and fracking services have declined materially in the first half of 2015 due to shrinking demand and fierce market competition," he added. The ratings on Midland, Texas-based ProPetro Services Inc. reflects S&P's assessment of the company's "vulnerable" business risk profile, "highly leveraged" financial risk profile, and "adequate" liquidity, as per S&P's criteria. ProPetro is a privately-held oilfield service company headquartered in Midland, Texas. The company provides a variety of services to E&P operators, including oil and gas well drilling, stimulation, cementing, coiled tubing, and flowback services. The negative outlook reflects S&P's view that due to challenging market conditions, ProPetro's leverage could approach levels S&P would view as unsustainable and liquidity could deteriorate unless the company is able achieve expected cost reductions. S&P expects the company's credit measures to deteriorate in 2015, with FFO/debt in the 12% to 15% range and debt/EBITDA approaching 5x by year-end. S&P could lower the rating if liquidity deteriorated such that it viewed it as "less than adequate" or if S&P viewed debt leverage as unsustainable. S&P could revise the outlook to stable if ProPetro is able to maintain FFO/debt above 12% and adequate liquidity for a sustained period. Such a scenario would most likely incorporate the company's expected cost reductions and stabilization in commodity prices. REGAL ENTERTAINMENT: Moody's Confirms B1 CFR; Outlook Stable ------------------------------------------------------------ Moody's Investors Service confirmed the Corporate Family Rating and Probability of Default Rating of Regal Entertainment Group (Regal) at B1 and B1-PD, respectively. Concurrently, Moody's confirmed the B3 rating on the unsecured notes. Moody's also confirmed the Ba1 senior secured credit facility rating of Regal Cinemas Corporation, a subsidiary of Regal Entertainment Group. The rating outlook is stable. These actions conclude the review for upgrade initiated on June 16, 2015, upon the adoption of Moody's updated approach for standard adjustments for operating leases, which is explained in the cross-sector rating methodology Financial Statement Adjustments in the Analysis of Non-Financial Corporations, published on June 15, 2015. The confirmation reflects our view that Regal's credit risk remains unchanged. A summary of actions follow: Issuer: Regal Entertainment Group Confirmations: Corporate Family Rating, Confirmed at B1 Probability of Default Rating, Confirmed at B1-PD Senior Notes, Confirmed at B3, LGD5 Affirmations: Issuer: Regal Entertainment Group Speculative Grade Liquidity Rating, Affirmed SGL-1 Outlook Actions: Issuer: Regal Cinemas Corporation Outlook, Changed To Stable From Rating Under Review Confirmations: Issuer: Regal Cinemas Corporation Backed Senior Secured Bank Credit Facilities, Confirmed at Ba1, LGD2 Outlook Actions: Issuer: Regal Entertainment Group Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE Regal's B1 corporate family rating incorporates the company's liberal use of operating cash flow and the constraints imposed by a mature industry experiencing a secular decline in attendance. Additionally, the company is challenged by a dependence on a limited number of movie studios, an unpredictable box office result, and emerging competitive threats. Despite these challenges, the company is the largest operator in the US with 19% North American market share which has remained steady over the last five years. In addition to its size and scale, the company benefits from barriers to entry into the first-run window for theatrical distribution, pricing power, high margins, and good liquidity. Despite prior challenges experienced during early 2000 when the sector overbuilt and several major operators including Regal filed for bankruptcy, the industry can be and is a durable business when capital structures are reasonable and capital is allocated at a rational pace for expansion and other uses. Since its founding in 1989, the company has grown in size and scale through multiple recessions, variability in the movie slate, and technological advances, proving the business model is resilient. Regal has moderate leverage at 4.8x (Moody's adjusted at June 30, 2015,) and has used a modest 18.5% of its funds from operations (as reported) to grow through acquisition during the last five years. Regal's liquidity is very good, as defined by its SGL-1 speculative grade liquidity rating. Moody's view is supported by strong cash flows, a substantial cash balance, a moderately sized revolver, and the value of the company's alternative sources of capital. Regal also benefits from a long dated capital structure, with no meaningful maturities until 2022 when its term loan and senior notes come due. The stable outlook reflects our expectation the company will generate positive free cash flow (after dividends), as well as leverage sustained below 5 times (Moody's adjusted debt/EBITDA). Given the maturity of the industry, limited opportunities for growth, and the secular decline in attendance driven by the rise in competitive threats, an upgrade is unlikely. The company would need to substantially improve its market position, competitive defenses, and demonstrate: sustained debt-to-EBITDA below 4x, and free cash to debt in excess of 5%. A downgrade could result from sustained negative free cash flow, debt-to-EBITDA sustained above 5.0x or a weakening of the business model or strategic position of the company. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. RELATIVITY MEDIA: Bid Deadline Passes, Offers for Assets Are Low ---------------------------------------------------------------- None of the bids for Relativity Media's assets has come close to the $250 million offer from creditors informally known as stalking horse bidders, Kinsey Lowe at Deadline.com reports, citing a person familiar with the matter. "All bids are quite low," the report quoted the source as saying. According to Deadline.com, the period for the acceptance of bids to take the Company out of Chapter 11 bankruptcy protection ended on Sept. 25, 2015. Deadline.com relates that the Company is also seeking permission from the U.S. Bankruptcy Court for the Southern District of New York to sell all of its rights and other interests in the film "Collide" pka Autobahn to IM Global Film Fund, LLC, or $200,000 and additional possible payments of up to $630,000 in exchange for IMG dropping objections to the Company's bankruptcy plan. Court documents say that the Company is proposing that: a. no later than March 1, 2016, the Purchaser will pay $200,000 to the Relativity Fashion, LLC, et al.; b. the Purchaser will pay to the Debtors, no later than the fifth business day of each month, an amount of cash equal to 50% of 100% of Purchaser's gross receipts for the prior month, until the amount paid to the Debtors equals $630,000 in the aggregate; c. the Purchaser waive its right to file a proof of claim against any of the Debtors in any of their bankruptcy cases; and d. the Purchaser will withdraw the rejection motion, obviating the need for the Debtors to incur any further litigation expense related to the contract. The Purchaser is a contractual counterparty to an executory contract entitled "'Autobahn' - Exclusive License Deal Memo," dated Oct. 17, 2014, entered into between the Purchaser, as licensor, and Debtor RML DR Films, LLC, as distributor. Open Road Films, according to court filings, would distribute "Collide" and would be required to provide quarterly accounting statements concerning gross receipts for the picture until amounts due to the Company have been paid. 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. RELATIVITY MEDIA: Bonus Retention Plans Get Court Approval ---------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported that a New York bankruptcy judge said on Sept. 28, 2015, he will approve Relativity Media's plans for paying bonuses and incentives to some of the Debtor's key executives and employees who the company has argued are needed to keep the production house running as it restructures. U.S. Bankruptcy Judge Michael Wiles said at a hearing in Manhattan that he would sign an order approving the plans later that day after attorneys for Relativity told the court that it had resolved objections brought by U.S. Trustee William Harrington. As reported by the Troubled Company Reporter, the U.S. Trustee filed an objection 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. Law360's Randles reported that 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. RELATIVITY MEDIA: Netflix Has Paid $283 Million to Use Films ------------------------------------------------------------ Tom Corrigan, writing for The Wall Street Journal, reported that new court filings reveal Netflix Inc. has paid bankrupt film and television studio Relativity Media LLC $283 million in licensing fees since 2010 for exclusive rights to offer Relativity's films on its video-streaming service, fees that the companies have previously sought to keep confidential. According to the report, in court papers filed on Sept. 24 in U.S. Bankruptcy Court in Manhattan, Netflix joined more than 20 networks, directors and others that have objected to the film and television studio's upcoming sale. The objectors, which include HBO, Univision, Viacom and A&E Television Networks, say they are worried Relativity's new owner won't be able to fulfill commitments the studio made before it filed for bankruptcy, the Journal said. Of the $283 million paid as of August with regard to its U.S. license, Netflix this year has paid $55 million to Relativity, court papers show, the Journal related. 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. REPUBLIC AIRWAYS: Agrees with Pilots on Tentative Labor Pact ------------------------------------------------------------ Susan Carey, writing for Dow Jones' Daily Bankruptcy Review, reported that regional carrier Republic Airways Holdings Inc., which has been warning for several months that it could be forced to file for bankruptcy-court protection if it can't solve its pressing pilot hiring and retention challenges, on Sept. 28 said it reached consensual agreement with its 2,100 pilots on a new three-year contract. According to the report, Republic stock jumped 73% on Sept. 28 on the news to trade at $5.04. Its shares plunged to a low of $2.12 in late August and have been trading in the $3 range since, the report noted. Republic Airways Holdings Inc. is the holding company of Chautauqua Airlines, Inc., Shuttle America Corporation and Republic Airline Inc. The Republic-owned airlines offer scheduled passenger services on 1,253 flights daily to 105 cities in the U.S. and Canada. RESIDENTIAL FUNDING: MIG Partners' Bid to Withdraw Reference Denied ------------------------------------------------------------------- Judge J. Paul Oetken of the United States District Court for the Southern District of New York denied the motion filed by Mortgage Investors Group to withdraw the reference to the Bankruptcy Court in the Southern District of New York and to transfer venue to the United States District Court for the District of Minnesota. On May 13, 2014, ResCap Liquidating Trust filed a suit for breach of contract and indemnification as an adversary proceeding against Mortgage Investors Group, Inc. On January 9, 2015, ResCap filed an Amended Complaint, adding MIG Partnership and American Real Estate Corporation as defendants. MIG Partnership later filed a motion to withdraw the reference and a motion to transfer, asserting that the action is non-core. Judge Oetken agreed that ResCap's breach of contract and indemnification claims are not core to the bankruptcy proceeding. However, the judge was persuaded by the analysis of other judges in nearly identical ResCap cases that keeping ResCap's contract claims in bankruptcy court "conserves judicial resources and promotes judicial economy." The case is RESCAP LIQUIDATING TRUST, Plaintiff, v. MORTGAGE INVESTORS GROUP, INC; MORTGAGE INVESTORS GROUP, a general partnership; and AMERICAN REAL ESTATE CORPORATION, Defendants, NO. 15-CV-1902 (JPO) (S.D.N.Y.). A full-text copy of Judge Oetken's September 11, 2015 opinion and order is available at http://is.gd/nVSrDBfrom Leagle.com. ResCap Liquidating Trust is represented by: Alex J.B. Rossmiller, Esq. Isaac Nesser, Esq. John Patrick Sullivan, Esq. Peter E. Calamari, Esq. QUINN EMANUEL URQUHART & SULLIVAN, LLP 51 Madison Avenue, 22nd Floor New York, NY 10010 Tel: (212) 849-7000 Fax: (212) 849-7100 Email: isaacnesser@quinnemanuel.com johnsullivan@quinnemanuel.com petercalamari@quinnemanuel.com Mortgage Investors Group, Inc. and American Real Estate Corporation are represented by: Robert Fryd, Esq. WARSHAW BURSTEIN, LLP 555 Fifth Avenue New York, NY 10017 Tel: (212) 984-7700 Fax: (212) 972-9150 Email: rfryd@wbcsk.com -- and -- Roland Paul Reynolds, Esq. PALMER, LOMBARDI & DONOHUE LLP 515 South Flower Street, Suite 2100 Los Angeles, CA 90071 Tel: (213) 688-0430 Fax: (213) 688-0440 Email: rreynolds@pldlawyers.com Mortgage Investors Group is represented by: Roland Paul Reynolds, Esq. PALMER, LOMBARDI & DONOHUE LLP 515 South Flower Street, Suite 2100 Los Angeles, CA 90071 Tel: (213) 688-0430 Fax: (213) 688-0440 Email: rreynolds@pldlawyers.com About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.7 billion in assets and $15.3 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. RGIS SERVICES: Moody's Affirms B3 CFR & Changes Outlook to Neg. --------------------------------------------------------------- Moody's Investors Service changed the ratings outlook of RGIS Services, LLC's to negative from stable. At the same time, Moody's affirmed the B3 Corporate Family Rating, Caa1-PD Probability of Default Rating, and the B3 rating on the senior secured credit facilities. The change in outlook to negative reflects the risk that after several years of earnings declines RGIS may not be able to demonstrate stabilization in its operating performance and position itself to refinance its approaching debt maturities in 2017 without principal impairment. The decline in management-adjusted EBITDA accelerated to 19% in 2014 and continued in 1H 2015, as wage increases and foreign currency translation added to the impact of price declines. Moody's affirmed the company's ratings based on good liquidity supported by positive free cash flow generation, credit metrics that are in line with the B3 rating, and opportunities to reduce operating costs. The new management team is implementing productivity and cost reduction initiatives, which combined with continued international growth, could stabilize the business and reverse its earnings declines. Moody's took these rating actions: Issuer: RGIS Services, LLC -- Corporate Family Rating, affirmed at B3 -- Probability of Default Rating, affirmed at Caa1-PD -- $60 million senior secured revolver due 2017, affirmed at B3 (LGD3) -- $6 million senior secured term loan B due 2016, affirmed at B3 (LGD3) -- $525 million senior secured term loan C due 2017, affirmed at B3 (LGD3) -- Outlook, changed to Negative from Stable RATINGS RATIONALE RGIS' B3 CFR primarily reflects the company's ongoing earnings contraction and approaching maturities. The company has experienced pricing pressure on domestic and, to a lesser extent, international inventory counting services, which has resulted in EBITDA contraction since 2011. Beginning in 2014, RGIS has also been challenged by U.S. labor cost increases, reflecting minimum wage legislation and slowly improving labor conditions. The company's foreign operations are growing but the currency translation impact of the strong US dollar has diminished its reported profitability. In addition, RGIS' revenues are vulnerable to the secular decline of retail customers' inventory levels as a result of the shift to ecommerce. These risks are partly mitigated by the mandated nature of inventory counting services, RGIS' long-standing relationships with its largest customers, leading market share and national footprint in the U.S., and meaningful international diversification. RGIS' historically positive (although substantially diminished) free cash flow generation provides a key support to the rating. Credit metrics have only modestly weakened over the past several years, supported by approximately $280 million of debt repayment, with debt/EBITDA in the high-5 times range and EBITA/interest expense in the low-2 times (Moody's-adjusted) as of June 2015. The ratings could be downgraded if the company does not undertake meaningful productivity initiatives, continue strong growth in its international operations, and stabilize its US operating performance in the next several quarters. A deterioration in liquidity, such as lower free cash flow generation or revolver borrowings, could also pressure the rating. In addition, the ratings could be downgraded if the company fails to refinance its debt at par in a timely or economical manner. The outlook could revert back to stable if the company demonstrates a sustained reversal in its operating performance and maintains good liquidity, including full availability on the revolver and covenant compliance. An upgrade in the near term is unlikely based on the company's declining earnings performance and upcoming maturities. RGIS Services, LLC, a wholly-owned subsidiary of RGIS Holdings, LLC, provides inventory counting services primarily to retailers throughout North America, South America, Asia, Australia, and Europe. Revenues for the twelve months ended June 30, 2015 were approximately $637 million, with about 39% of annual revenues generated outside the US. The company has been majority-owned by the Blackstone Group since 2007. The principal methodology used in these ratings was Business and Consumer Services Industry published in December 2014. RKI EXPLORATION: Moody's Withdraws B2 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service has withdrawn all ratings of RKI Exploration & Production, LLC (RKI). The ratings withdrawal follows the acquisition of RKI by WPX Energy, Inc. (WPX, Ba1 negative) in August 2015. WPX fully repaid RKI's notes as part of the transaction. Ratings Withdrawn: List of ratings Corporate Family Rating: B2 Probability of Default: B2-PD Senior Unsecured: B3 Speculative Grade Liquidity Rating: SGL-3 ROBERT DEMAURO: Judge Drills Down on Tuition Payments ----------------------------------------------------- Katy Stech, writing for The Wall Street Journal, reported that Judge Julie Manning of the U.S. Bankruptcy Court in New Haven, Conn., asked lawyers representing bankrupt Robert and Jean DeMauro and Johnson & Wales to file more documents to determine who exactly paid the tuition of the Demauro's daughter in the couple's bid for the return of the tuition money. According to the Journal, in a lawsuit filed by the couple, a bankruptcy trustee argued that tuition payments to Johnson & Wales, a private Rhode Island university, should be clawed back because the couple didn't benefit from making the payments -- their daughter did. The tuition money didn't come from the DeMauros' pockets but rather from the U.S. Department of Education's Parent PLUS loan program, which is available for undergraduate student who have maxed out borrowing on other federal loans, the Journal said. The Journal related that according to a recording of the Sept. 16 hearing, Judge Manning questioned the bankruptcy trustee's attempt to take back the money by asking: "How is it the debtor's property then if it's made by a third party?" SABINE OIL: U.S. Trustee to Hold 341 Meeting Today -------------------------------------------------- The U.S. trustee overseeing the Chapter 11 case of Sabine Oil & Gas Corp. will hold a meeting of creditors today, Sept. 29, 2015, at 2:00 p.m. The meeting will take place at the Office of the U.S. Trustee for the Southern District of New York, 4th Floor, 80 Broad Street, in New York. 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 Sabine Oil & Gas Sabine Oil & Gas Corp. is an independent energy company engaged in the acquisition, production, exploration, and development of onshore oil and natural gas properties in the U.S. The Company's current operations are principally located in the Cotton Valley Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in South Texas, the Granite Wash in the Texas Panhandle, and the North Louisiana Haynesville. The Company operates, or has joint working interests in, approximately 2,100 oil and gas production sites (approximately 1,800 operating and approximately 315 non-operating) and has approximately 165 full-time employees. Sabine Oil and its affiliated entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15, 2015. The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as counsel; Lazard Freres & Co. LLC, as investment banker and Prime Clerk LLC as notice, claims and balloting agent. The Debtors also tapped Zolfo Cooper Management, LLC, to provide Jonathan A. Mitchell as CRO and other additional personnel. The U.S. Trustee for Region 2 appointed five creditors to serve on the official committee of unsecured creditors. The Committee is represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq., and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel. The Committee is also hiring Blackstone Advisory Partners L.P. as investment banker; and Berkeley Research Group, LLC as financial advisor. SAMSON RESOURCES: Meeting Tomorrow to Form Creditors' Committee --------------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on September 30, 2015, at 10:00 a.m. in the bankruptcy case of Samson Resources Corporation, et al. The meeting will be held at: Sheraton Suites Wilmington Downtown 422 Delaware Ave. Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. SFX ENTERTAINMENT: Moody's Considers $60MM Funding as Credit Pos. ----------------------------------------------------------------- Moody's Investors Service said SFX Entertainment, Inc.'s (SFXE; Caa3 negative) $60 million in preferred share funding is credit positive because the company has access to much needed additional funding. That said, because the company's future cash flow requirements continue to be uncertain, the incremental funding has no rating or outlook implications. Potential positive rating and outlook adjustments will depend on clarity of forward-looking operational results, as well as clarity of operational results translating into cash flow. Headquartered in New York, New York, SFXE, with approximately $312 million in pro-forma revenues, is a leading producer of live events and media and entertainment content focused exclusively on electronic music culture. STANDARD REGISTER: Plan, Disclosures Hearing Set for Nov. 16 ------------------------------------------------------------ Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware will convene a hearing on Nov. 16, 2015, at 10:00 a.m. (ET) to consider approval of the disclosure statement explaining SRC Liquidation Company, f/k/a The Standard Register Company, et al.'s First Amended Chapter 11 Plan of Liquidation and confirmation of the Plan. Objections, if any, to approval of the Disclosure Statement and/or confirmation of the Plan must be submitted on or before Nov. 2. The Debtors' Plan proposes to pay 1% of the allowed claims of general unsecured creditors. According to the explanatory Disclosure Statement, the Debtors' assets were sold to Taylor Corp., a privately held company in the same business as the Debtors. The proceeds from the Taylor Sale were used to (i) repay the Debtors' Postpetition DIP Financing, (ii) pay the Claims of the First Lien Term Lenders, (iii) pay a portion of the Claims of the Second Lien Term Lenders, and (iv) fund the $5 million GUC Cash Payment. Taylor also assumed certain limited obligations of the Debtors and advanced approximately $15.076 million to the Debtors to be used by the Debtors for the payment of claims related to the wind-down of the Debtors and their Chapter 11 Cases. The Debtors used a portion of the Wind-Down Amount to loan $600,000 to the GUC Trust as the GUC Trust Seed Funding Amount. Any portion of the Wind- Down Amount that is not used to pay claims related to the wind- down of the Debtors and to wind down the Chapter 11 Cases will be returned to Taylor, although it is not currently anticipated that there will be any excess Wind-Down Amount to return to Taylor. A full-text copy of the Disclosure Statement dated Sept. 22 is available at http://bankrupt.com/misc/SRCds0921.pdf About Standard Register Standard Register provides market-specific insights and a compelling portfolio of workflow, content and analytics solutions to address the changing business landscape in healthcare, financial services, manufacturing and retail markets. The Company has operations in all U.S. states and Puerto Rico, and currently employs 3,500 full-time employees and 16 part-time employees. The Standard Register Company and 10 affiliated debtors sought Chapter 11 protection in Delaware on March 12, 2015, with plans to launch a sale process where its largest secured lender would serve as stalking horse bidder in an auction. The cases are pending before the Honorable Judge Brendan L. Shannon and are jointly administered under Case No. 15-10541. The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors; and Prime Clerk LLC as claims agent. The Official Committee of Unsecured Creditors tapped Lowenstein Sandler LLP as its counsel and Jefferies LLC as its exclusive investment banker. TRADER CORPORATION: Moody's Raises CFR to B2; Outlook Stable ------------------------------------------------------------ Moody's Investors Service upgraded Trader Corporation's corporate family rating to B2 from B3, probability of default rating to B2-PD from B3-PD, secured revolver rating to Ba2 from Ba3, and secured notes rating to B1 from B3. Moody's also upgraded the company's speculative grade liquidity rating to SGL-2 from SGL-3 and changed the ratings outlook to stable from positive. "The upgrade of the CFR reflects Trader's demonstrated improvement in operating performance and expectations that the company's credit metrics will continue to improve through the next 12 to 18 months," said Peter Adu, a Moody's analyst. "The two notch upgrade of the secured notes rating reflects the loss absorption capacity provided by the $110 million subordinated shareholder loans, which we now treat as 100% debt" Adu added. "The upgrade of the SGL rating reflects expectations for good free cash flow generation" Adu further added. Ratings Upgraded: Corporate Family Rating, to B2 from B3 Probability of Default Rating, to B2-PD from B3-PD C$30M Senior Secured Bank Credit Facility, to Ba2 (LGD1) from Ba3 (LGD1) US$290M Senior Secured Notes, to B1 (LGD3) from B3 (LGD3) Speculative Grade Liquidity Rating, to SGL-2 from SGL-3 Outlook: Changed to Stable from Positive RATINGS RATIONALE Trader's B2 CFR primarily reflects Moody's expectation of mid-4x leverage (adjusted Debt/EBITDA) through the next 12 to 18 months (was 5.3x at LTM Q2/2015), the company's very small size and narrow-focus, risk of new entrants, and competitive pressures, offset by the company's successful transition to digital from print, strong position in the Canadian used automobile advertising market and demonstrated ability to de-lever. The rating also assumes that the company would not increase leverage to fund a dividend to its private equity owner. As well, the rating considers the company's well recognized brand in Canada, good subscription-based recurring revenue, and strong EBITA margins. Trader has good liquidity (SGL-2), supported by cash of $40 million at Q2/15 and Moody's expectation for annual free cash flow in excess of $30 million. Trader's undrawn $30 million committed revolving credit facility is due in July 2016 and Moody's does not assume its renewal in the liquidity analysis. Trader is subject to leverage and interest coverage covenants and Moody's expects cushion above 45% through the next 4 to 6 quarters. The company's ability to generate liquidity from asset sale proceeds is limited as its assets secured the revolver and the notes. The outlook is stable to reflect Moody's expectation that the company will improve its credit metrics further to compensate for its scale/diversity limitations and thereby firmly position itself in the B2 rating. The stable outlook also assumes that the company will not increase leverage to fund a dividend payment to its private owner. An upgrade would be considered if Trader sustained adjusted Debt/EBITDA below 3.5x and EBITA/Interest above 3x. Trader's rating would be downgraded if revenue growth remains negative for an extended period or if competitive pressures cause a deterioration in its earnings such that adjusted Debt/ EBITDA is sustained above 5.5x and EBITA/Interest below 1.5x. Shareholder return activity may also result in a ratings downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Trader Corporation is a provider of advertising and digital marketing services for Canadian automotive dealers. Revenue for the last twelve months ended June 27, 2015 was C$188 million. The company is wholly-owned by Apax Partners and is headquartered in Toronto, Ontario, Canada. TRANSOCEAN INC: S&P Affirms 'BB+' CCR & Revises Outlook to Neg. --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB+' corporate credit rating on Transocean Inc. and revised the outlook to negative from stable. At the same time, S&P affirmed the 'BB+' issue-level rating on the company's senior unsecured debt. The recovery rating on the debt remains '3', indicating S&P's expectations for meaningful (high end of the 50% to 70% range) recovery in the event of a default. "The outlook revision follows our review of Transocean's ratings in the context of lower expectations for demand for offshore drilling services," said Standard & Poor's credit analyst Ben Tsocanos. "We forecast that credit measures will be weak for the 'BB+' rating despite the company's progress reducing expenses, retiring drilling rigs, and deferring capital spending," he added. The company has also recommended that shareholders approve a suspension of its dividend, which would save about $55 million in 2015 and $220 million per year thereafter. S&P expects dayrates on new contracts and fleet utilization levels to be weak in 2016 and 2017 because of an oversupply of offshore drilling rigs and weak demand, due in large part to low oil prices. S&P forecasts lower internal cash flow generation at a time when Transocean has high committed capital spending for new rigs that will result in limited free operating cash flow over the next two years. The company has significant debt maturities over the period that would be challenging to refinance on attractive terms under current market conditions, though its significant liquidity decreases refinancing risk. S&P also believes that Transocean has largely resolved its financial exposure to the Macondo disaster, reducing uncertainty regarding future liquidity requirements. The ratings on Transocean reflect S&P's assessment of the company's "satisfactory" business risk and "aggressive" financial risk profiles. S&P assess Transocean's liquidity as "adequate." The negative outlook reflects S&P's expectation that Transocean's credit measures will weaken as contracts roll off and weak demand results in difficulty replacing them. S&P projects that leverage will deteriorate in 2016 and 2017, with FFO to debt falling into the area of 15%. S&P would consider a downgrade if credit measures deteriorate further than it currently forecasts, such that FFO to debt declined to less than 12% on a sustained basis. Such a scenario could occur if the company fails to achieve its cost-reduction goals, or if demand for offshore contract drilling services does not materialize in 2017. S&P could consider a stable outlook if it expected Transocean's credit measures to improve such that FFO to debt is closer to 20% on a sustained basis. Improvement would likely require recovery in offshore contract drilling market conditions. WET SEAL: Wants Until Nov. 30 to Solicit Plan Acceptances --------------------------------------------------------- BankruptcyData reported that Wet Seal filed with the U.S. Bankruptcy Court a motion for a second extension of the exclusive period during which the Company can solicit acceptances for its Chapter 11 Plan until Nov. 30, 2015. The motion explains, "In the approximately nine months the chapter 11 cases have been pending, the Debtors have been required to navigate an entirely different course from that contemplated on the Petition Date. Indeed, the Debtors commenced the chapter 11 cases intending to pursue an internal plan of reorganization. However, after Mador Lending, LLC (buyer) prevailed at an auction on March 12, 2015, with a proposed sale transaction; the Debtors were forced to quickly reorder the cases. The sale of the Debtors' business to buyer closed on April 15, 2015, after which the Debtors, the Committee and buyer successfully negotiated and documented the Plan. The Debtors submit that the complexity and limited duration of the chapter 11 cases warrant the extension of the solicitation period. The motion also notes, "The Debtors seek to extend the solicitation period until Nov. 30, 2015, a month after the hearing on confirmation of the Plan, without prejudice to the Debtors' right to seek a further extension of the Solicitation Period, as may be appropriate under the circumstances." The Court scheduled an Oct. 30, hearing, with objections due by Oct. 9, 2015. About Wet Seal The Wet Seal, Inc., et al., are retailers selling fashion apparel and accessory items designed for female customers aged 13 to 24 years old. The Company, and three affiliates -- The Wet Seal Retail, Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed for separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to 15-10084) on Jan. 15, 2015. The Wet Seal, Inc., disclosed $215,254,952 in assets and $60,598,968 in liabilities as of the Chapter 11 filing. The Hon. Christopher S. Sontchi presides over the jointly administered cases. Maris J. Kandestin, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R. Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP; and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel. FTI Consulting serves as the Debtors' restructuring advisor. The Debtors' investment banker is Houlihan Lokey. The Debtors tapped Donlin, Recano & Co., Inc. as claims and noticing agent. The petitions were signed by Thomas R. Hillebrandt, interim chief financial officer. B. Riley, the original DIP lender and plan sponsor, is represented by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP. Versa Capital Management, LLC, and its affiliate, Mador Lending, LLC, which was selected as the successful bidder at an auction, is being advised by Greenberg Traurig LLP, Klehr Harrison Harvey Branzburg LLP, and KPMG LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors. The Committee retained Pachulski Stang Ziehl & Jones LLP as its counsel and Province Inc. as its financial advisor. The Wet Seal, Inc., changed its name to "Seal123, Inc." on April 17, 2015, in accordance with the asset purchase agreement with Mador Lending, LLC, an affiliate of Versa Capital Management, LLC, as buyer. [] More Smaller US Colleges Expected to Close, Merge ---------------------------------------------------- Closures and mergers among small US colleges are poised to rise in the next few years amid continued revenue declines, but the overall number will remain low, limiting significant disruptions to the broader higher education sector, says Moody's Investors Service. Closures among four-year public and private not-for-profit colleges averaged five per year from 2004-14, while mergers averaged two to three. The closure rate will likely triple by 2017, while the merger rate will more than double, according to the report. Still, schools affected by both measures will remain below 1% of the 2,300 four-year, not-for-profit private and public colleges. Small private colleges are defined as those with fiscal 2014 operating revenue below $100 million and small public colleges as those with revenue below $200 million, according to the report, "Small College Closures Poised to Increase." "Enrollment declines and lost market share for smaller colleges continue to spur closures and mergers, as students increasingly opt for larger colleges with greater academic resources," says Dennis Gephardt, a Moody's Vice President - Senior Credit Officer. "However, the low total number of closures and mergers suggests a muted impact on the sector, especially given the small size of these colleges." Moody's notes that most small colleges will fail to achieve sustained revenue growth above 2% per year, which puts them at a disadvantage in a highly competitive higher education environment. Furthermore, small colleges will continue to lose market share to larger ones, hurting their ability to invest in academic programs, student life and facilities. Inefficient cost structures are also hampering the ability of small colleges to invest in their programs and facilities. By relying on falling tuition revenue to fund the majority of their rising fixed costs, small colleges without endowment or gift revenue will be increasingly challenged to properly fund ongoing operations. "But amid deep financial distress, small colleges can prove to be steadfast," adds Gephardt. "Some colleges can be bolstered by extraordinary donor support, balance sheet strength, or by specializing in a specific niche that is attractive to students." [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ABT CN 149.9 (13.1) (8.1) ABSOLUTE SOFTWRE OU1 GR 149.9 (13.1) (8.1) ABSOLUTE SOFTWRE ALSWF US 149.9 (13.1) (8.1) ADV MICRO DEVICE AMD* MM 3,381.0 (141.0) 1,052.0 ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3) ADVENT SOFTWARE ADVS US 424.8 (50.1) (110.8) AEROJET ROCKETDY GCY GR 1,898.1 (95.6) 143.6 AEROJET ROCKETDY GCY TH 1,898.1 (95.6) 143.6 AEROJET ROCKETDY AJRD US 1,898.1 (95.6) 143.6 AIR CANADA AC CN 12,374.0 (388.0) (53.0) AIR CANADA ACDVF US 12,374.0 (388.0) (53.0) AIR CANADA ADH2 TH 12,374.0 (388.0) (53.0) AIR CANADA ACEUR EU 12,374.0 (388.0) (53.0) AIR CANADA ADH2 GR 12,374.0 (388.0) (53.0) AK STEEL HLDG AKS* MM 4,335.4 (463.0) 863.4 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANGIE'S LIST INC 8AL TH 176.1 (21.6) (26.0) ANGIE'S LIST INC ANGI US 176.1 (21.6) (26.0) ANGIE'S LIST INC 8AL GR 176.1 (21.6) (26.0) ARIAD PHARM ARIAEUR EU 543.0 (13.8) 209.9 ARIAD PHARM ARIA US 543.0 (13.8) 209.9 ARIAD PHARM ARIACHF EU 543.0 (13.8) 209.9 ARIAD PHARM ARIA SW 543.0 (13.8) 209.9 ARIAD PHARM APS TH 543.0 (13.8) 209.9 ARIAD PHARM APS GR 543.0 (13.8) 209.9 ASPEN TECHNOLOGY AZPN US 315.4 (48.5) (32.8) ASPEN TECHNOLOGY AST GR 315.4 (48.5) (32.8) AUTOZONE INC AZO US 8,032.4 (1,643.2) (742.6) AUTOZONE INC AZOEUR EU 8,032.4 (1,643.2) (742.6) AUTOZONE INC AZ5 TH 8,032.4 (1,643.2) (742.6) AUTOZONE INC AZ5 GR 8,032.4 (1,643.2) (742.6) AUTOZONE INC AZ5 QT 8,032.4 (1,643.2) (742.6) AVID TECHNOLOGY AVID US 276.2 (338.1) (147.2) AVID TECHNOLOGY AVD GR 276.2 (338.1) (147.2) AVINTIV SPECIALT POLGA US 1,991.4 (3.9) 322.1 BARRACUDA NETWOR CUDA US 400.4 (31.3) 36.9 BARRACUDA NETWOR 7BM GR 400.4 (31.3) 36.9 BARRACUDA NETWOR CUDAEUR EU 400.4 (31.3) 36.9 BERRY PLASTICS G BERY US 5,011.0 (74.0) 634.0 BERRY PLASTICS G BP0 GR 5,011.0 (74.0) 634.0 BLUE BUFFALO PET B6B GR 459.5 (33.7) 258.1 BLUE BUFFALO PET BUFF US 459.5 (33.7) 258.1 BLUE BUFFALO PET B6B TH 459.5 (33.7) 258.1 BRINKER INTL EAT US 1,435.9 (78.5) (228.8) BRINKER INTL BKJ GR 1,435.9 (78.5) (228.8) BRP INC/CA-SUB V B15A GR 2,223.5 (31.1) 255.8 BRP INC/CA-SUB V DOO CN 2,223.5 (31.1) 255.8 BRP INC/CA-SUB V BRPIF US 2,223.5 (31.1) 255.8 BURLINGTON STORE BUI GR 2,673.6 (40.6) 166.6 BURLINGTON STORE BURL* MM 2,673.6 (40.6) 166.6 BURLINGTON STORE BURL US 2,673.6 (40.6) 166.6 CABLEVISION SY-A CVCEUR EU 6,712.1 (4,951.2) 61.0 CABLEVISION SY-A CVY TH 6,712.1 (4,951.2) 61.0 CABLEVISION SY-A CVY GR 6,712.1 (4,951.2) 61.0 CABLEVISION SY-A CVC US 6,712.1 (4,951.2) 61.0 CABLEVISION-W/I 8441293Q US 6,712.1 (4,951.2) 61.0 CABLEVISION-W/I CVC-W US 6,712.1 (4,951.2) 61.0 CAMBIUM LEARNING ABCD US 156.6 (75.1) (16.2) CASELLA WASTE WA3 GR 657.5 (18.9) (1.2) CASELLA WASTE CWST US 657.5 (18.9) (1.2) CEDAR FAIR LP 7CF GR 2,076.3 (3.5) (89.1) CEDAR FAIR LP FUN US 2,076.3 (3.5) (89.1) CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHARTER COM-A CHTR US 17,319.0 (31.0) (1,180.0) CHARTER COM-A CKZA TH 17,319.0 (31.0) (1,180.0) CHARTER COM-A CKZA GR 17,319.0 (31.0) (1,180.0) CHOICE HOTELS CZH GR 702.6 (385.5) 195.9 CHOICE HOTELS CHH US 702.6 (385.5) 195.9 CINCINNATI BELL CBB US 1,509.6 (403.5) (0.2) CINCINNATI BELL CIB GR 1,509.6 (403.5) (0.2) CLEAR CHANNEL-A CCO US 6,188.4 (263.3) 386.6 CLEAR CHANNEL-A C7C GR 6,188.4 (263.3) 386.6 CLIFFS NATURAL R CLF* MM 2,609.4 (1,740.2) 623.8 COLLEGIUM PHARMA COLL US 5.1 (12.2) (5.9) CORIUM INTERNATI 6CU GR 59.3 (5.4) 31.2 CORIUM INTERNATI CORI US 59.3 (5.4) 31.2 CRIUS ENERGY TRU KWH-U CN 307.3 (53.4) (69.5) CYAN INC CYNI US 112.1 (18.4) 56.9 CYAN INC YCN GR 112.1 (18.4) 56.9 DELEK LOGISTICS DKL US 352.0 (15.8) 5.5 DELEK LOGISTICS D6L GR 352.0 (15.8) 5.5 DIRECTV DTV US 25,321.0 (3,463.0) 1,360.0 DIRECTV DTVEUR EU 25,321.0 (3,463.0) 1,360.0 DIRECTV DTV CI 25,321.0 (3,463.0) 1,360.0 DOMINO'S PIZZA DPZ US 597.9 (1,245.7) 135.3 DOMINO'S PIZZA EZV GR 597.9 (1,245.7) 135.3 DOMINO'S PIZZA EZV TH 597.9 (1,245.7) 135.3 DUN & BRADSTREET DB5 GR 2,092.7 (1,217.9) (412.7) DUN & BRADSTREET DNB US 2,092.7 (1,217.9) (412.7) DUN & BRADSTREET DB5 TH 2,092.7 (1,217.9) (412.7) DUN & BRADSTREET DNB1EUR EU 2,092.7 (1,217.9) (412.7) DUNKIN' BRANDS G DNKN US 3,358.7 (87.9) 269.5 DUNKIN' BRANDS G 2DB GR 3,358.7 (87.9) 269.5 DUNKIN' BRANDS G 2DB TH 3,358.7 (87.9) 269.5 DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7 DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7 DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7 EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 ENERGIZER HOLDIN ENR US 1,117.1 (296.9) 316.4 EOS PETRO INC EOPT US 1.2 (25.4) (26.6) EXELIXIS INC EXEL US 248.8 (188.2) 31.5 EXELIXIS INC EXELEUR EU 248.8 (188.2) 31.5 EXELIXIS INC EX9 GR 248.8 (188.2) 31.5 EXELIXIS INC EX9 TH 248.8 (188.2) 31.5 EXTENDICARE INC EXE CN 2,167.5 (10.8) (47.7) EXTENDICARE INC EXETF US 2,167.5 (10.8) (47.7) FERRELLGAS-LP FEG GR 1,592.9 (103.4) 23.7 FERRELLGAS-LP FGP US 1,592.9 (103.4) 23.7 FREESCALE SEMICO 1FS GR 3,165.0 (3,173.0) 1,257.0 FREESCALE SEMICO FSLEUR EU 3,165.0 (3,173.0) 1,257.0 FREESCALE SEMICO 1FS TH 3,165.0 (3,173.0) 1,257.0 FREESCALE SEMICO FSL US 3,165.0 (3,173.0) 1,257.0 GAMING AND LEISU 2GL GR 2,516.0 (135.8) 5.9 GAMING AND LEISU GLPI US 2,516.0 (135.8) 5.9 GARDA WRLD -CL A GW CN 1,401.9 (325.2) 39.5 GARTNER INC GGRA GR 1,861.0 (170.2) (138.5) GARTNER INC IT US 1,861.0 (170.2) (138.5) GENESIS HEALTHCA GEN US 6,103.4 (244.5) 228.5 GENESIS HEALTHCA SH11 GR 6,103.4 (244.5) 228.5 GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0 GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GOLD RESERVE INC GRZ CN 16.3 (28.8) (39.0) GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 GYMBOREE CORP/TH GYMB US 1,243.7 (378.0) 32.7 HCA HOLDINGS INC HCA US 31,710.0 (5,955.0) 2,983.0 HCA HOLDINGS INC 2BH TH 31,710.0 (5,955.0) 2,983.0 HCA HOLDINGS INC HCAEUR EU 31,710.0 (5,955.0) 2,983.0 HCA HOLDINGS INC 2BH GR 31,710.0 (5,955.0) 2,983.0 HD SUPPLY HOLDIN 5HD GR 6,505.0 (393.0) 1,466.0 HD SUPPLY HOLDIN HDS US 6,505.0 (393.0) 1,466.0 HERBALIFE LTD HLF US 2,415.1 (196.4) 363.2 HERBALIFE LTD HOO GR 2,415.1 (196.4) 363.2 HERBALIFE LTD HLFEUR EU 2,415.1 (196.4) 363.2 HOVNANIAN-A-WI HOV-W US 2,549.3 (151.5) 1,595.3 HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) IEG HOLDINGS COR IEGH US - (3.8) (0.6) IHEARTMEDIA INC IHRT US 13,626.9 (10,240.8) 816.5 INFOR US INC LWSN US 6,778.1 (460.0) (305.9) INVENTIV HEALTH VTIV US 2,154.4 (613.8) 84.5 IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU 1JE GR 1,229.2 (528.2) (6.6) JUST ENERGY GROU JE CN 1,229.2 (528.2) (6.6) JUST ENERGY GROU JE US 1,229.2 (528.2) (6.6) L BRANDS INC LBEUR EU 6,804.0 (647.0) 928.0 L BRANDS INC LB US 6,804.0 (647.0) 928.0 L BRANDS INC LTD TH 6,804.0 (647.0) 928.0 L BRANDS INC LTD GR 6,804.0 (647.0) 928.0 L BRANDS INC LB* MM 6,804.0 (647.0) 928.0 LANTHEUS HOLDING 0L8 GR 233.6 (195.6) 41.4 LANTHEUS HOLDING LNTH US 233.6 (195.6) 41.4 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LORILLARD INC LLV GR 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LO US 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LLV TH 4,154.0 (2,134.0) 1,135.0 MAJESCOR RESOURC MJXEUR EU 0.1 (3.2) (3.2) MALIBU BOATS-A MBUU US 189.1 (11.3) 6.7 MALIBU BOATS-A M05 GR 189.1 (11.3) 6.7 MANNKIND CORP MNKD US 352.6 (115.5) (196.4) MARRIOTT INTL-A MAQ TH 6,321.0 (3,033.0) (1,611.0) MARRIOTT INTL-A MAQ GR 6,321.0 (3,033.0) (1,611.0) MARRIOTT INTL-A MAR US 6,321.0 (3,033.0) (1,611.0) MCBC HOLDINGS IN MCFT US 91.6 (44.8) (38.2) MCBC HOLDINGS IN 1SG GR 91.6 (44.8) (38.2) MDC COMM-W/I MDZ/W CN 1,848.6 (273.8) (394.7) MDC PARTNERS-A MDZ/A CN 1,848.6 (273.8) (394.7) MDC PARTNERS-A MD7A GR 1,848.6 (273.8) (394.7) MDC PARTNERS-A MDCA US 1,848.6 (273.8) (394.7) MDC PARTNERS-EXC MDZ/N CN 1,848.6 (273.8) (394.7) MERITOR INC MTOR US 2,453.0 (591.0) 360.0 MERITOR INC AID1 GR 2,453.0 (591.0) 360.0 MERRIMACK PHARMA MP6 GR 105.0 (143.1) (33.7) MERRIMACK PHARMA MACK US 105.0 (143.1) (33.7) MICHAELS COS INC MIM GR 1,864.0 (1,992.6) 501.0 MICHAELS COS INC MIK US 1,864.0 (1,992.6) 501.0 MIDSTATES PETROL MPO1EUR EU 1,796.2 (322.8) 117.4 MONEYGRAM INTERN MGI US 4,464.6 (248.7) (40.4) MOODY'S CORP MCOEUR EU 4,999.5 (103.4) 1,939.2 MOODY'S CORP DUT TH 4,999.5 (103.4) 1,939.2 MOODY'S CORP DUT GR 4,999.5 (103.4) 1,939.2 MOODY'S CORP MCO US 4,999.5 (103.4) 1,939.2 MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) - NATHANS FAMOUS NFA GR 85.6 (62.7) 59.1 NATHANS FAMOUS NATH US 85.6 (62.7) 59.1 NATIONAL CINEMED NCMI US 1,010.5 (221.6) 73.0 NATIONAL CINEMED XWM GR 1,010.5 (221.6) 73.0 NAVIDEA BIOPHARM NAVB IT 22.2 (44.6) 13.9 NAVISTAR INTL NAV US 6,769.0 (4,809.0) 873.0 NAVISTAR INTL IHR GR 6,769.0 (4,809.0) 873.0 NAVISTAR INTL IHR TH 6,769.0 (4,809.0) 873.0 NEW ENG RLTY-LP NEN US 177.2 (29.6) - NORTHWEST BIO NWBO US 64.2 (76.2) (95.3) NORTHWEST BIO NBYA GR 64.2 (76.2) (95.3) NTELOS HOLDINGS NTLS US 700.2 (14.3) 185.6 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) PACE HOLDINGS CO PACEU US 0.4 (0.0) (0.2) PALM INC PALM US 1,007.2 (6.2) 141.7 PBF LOGISTICS LP PBFX US 417.8 (199.9) 18.7 PBF LOGISTICS LP 11P GR 417.8 (199.9) 18.7 PHILIP MORRIS IN PM1CHF EU 32,713.0 (11,798.0) (1,614.0) PHILIP MORRIS IN 4I1 GR 32,713.0 (11,798.0) (1,614.0) PHILIP MORRIS IN PM US 32,713.0 (11,798.0) (1,614.0) PHILIP MORRIS IN PM FP 32,713.0 (11,798.0) (1,614.0) PHILIP MORRIS IN PMI SW 32,713.0 (11,798.0) (1,614.0) PHILIP MORRIS IN 4I1 QT 32,713.0 (11,798.0) (1,614.0) PHILIP MORRIS IN 4I1 TH 32,713.0 (11,798.0) (1,614.0) PHILIP MORRIS IN PM1 TE 32,713.0 (11,798.0) (1,614.0) PHILIP MORRIS IN PM1EUR EU 32,713.0 (11,798.0) (1,614.0) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PGEM US 1,312.8 (119.6) 258.1 PLY GEM HOLDINGS PG6 GR 1,312.8 (119.6) 258.1 POLYMER GROUP-B POLGB US 1,991.4 (3.9) 322.1 PROTALEX INC PRTX US 1.0 (12.6) 0.4 PROTECTION ONE PONE US 562.9 (61.8) (7.6) PUREBASE CORP PUBC US 0.4 (0.9) (1.2) PURETECH HEALTH PRTCGBX EU - - - PURETECH HEALTH PRTC LN - - - PURETECH HEALTH PRTCL B3 - - - PURETECH HEALTH PRTCL PO - - - QUALITY DISTRIBU QLTY US 413.0 (22.9) 102.9 QUALITY DISTRIBU QDZ GR 413.0 (22.9) 102.9 QUINTILES TRANSN Q US 3,341.8 (701.7) 866.0 QUINTILES TRANSN QTS GR 3,341.8 (701.7) 866.0 RAYONIER ADV RYQ GR 1,261.0 (51.1) 188.6 RAYONIER ADV RYAM US 1,261.0 (51.1) 188.6 REGAL ENTERTAI-A RGC* MM 2,590.9 (890.9) (107.2) REGAL ENTERTAI-A RETA GR 2,590.9 (890.9) (107.2) REGAL ENTERTAI-A RGC US 2,590.9 (890.9) (107.2) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTECH NITROGEN 2RN GR 328.0 (73.5) 43.7 RENTECH NITROGEN RNF US 328.0 (73.5) 43.7 RENTPATH INC PRM US 208.0 (91.7) 3.6 REVLON INC-A RVL1 GR 1,926.6 (629.2) 322.1 REVLON INC-A REV US 1,926.6 (629.2) 322.1 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 RYERSON HOLDING 7RY TH 1,855.4 (114.9) 681.2 RYERSON HOLDING RYI US 1,855.4 (114.9) 681.2 SALLY BEAUTY HOL S7V GR 2,189.6 (190.2) 819.6 SALLY BEAUTY HOL SBH US 2,189.6 (190.2) 819.6 SANCHEZ ENERGY C SN US 1,935.3 (53.1) 206.7 SANCHEZ ENERGY C SN* MM 1,935.3 (53.1) 206.7 SANCHEZ ENERGY C 13S TH 1,935.3 (53.1) 206.7 SANCHEZ ENERGY C 13S GR 1,935.3 (53.1) 206.7 SBA COMM CORP-A SBACEUR EU 7,751.9 (1,133.2) 30.4 SBA COMM CORP-A SBJ TH 7,751.9 (1,133.2) 30.4 SBA COMM CORP-A SBAC US 7,751.9 (1,133.2) 30.4 SBA COMM CORP-A SBJ GR 7,751.9 (1,133.2) 30.4 SCIENTIFIC GAM-A SGMS US 9,486.5 (260.1) 741.2 SCIENTIFIC GAM-A TJW GR 9,486.5 (260.1) 741.2 SEARS HOLDINGS SEE GR 13,186.0 (906.0) 2,092.0 SEARS HOLDINGS SEE TH 13,186.0 (906.0) 2,092.0 SEARS HOLDINGS SHLD US 13,186.0 (906.0) 2,092.0 SECTOR 5 INC SECT US 0.0 (0.0) (0.0) SILVER SPRING NE 9SI GR 517.9 (104.9) (38.1) SILVER SPRING NE 9SI TH 517.9 (104.9) (38.1) SILVER SPRING NE SSNI US 517.9 (104.9) (38.1) SIRIUS XM CANADA SIICF US 297.1 (132.8) (177.9) SIRIUS XM CANADA XSR CN 297.1 (132.8) (177.9) SLEEP COUNTRY CA ZZZ CN 1.5 (0.9) (1.2) SLEEP COUNTRY CA 1S2 GR 1.5 (0.9) (1.2) SPIN MASTER -SVC TOY CN 280.5 (52.3) (156.7) SPIN MASTER -SVC SP9 GR 280.5 (52.3) (156.7) SPORTSMAN'S WARE SPWH US 325.9 (24.2) 81.4 SPORTSMAN'S WARE 06S GR 325.9 (24.2) 81.4 STINGRAY - SUB V RAY/A CN 128.2 (17.8) (41.0) STINGRAY DIG-VSV RAY/B CN 128.2 (17.8) (41.0) SUPERVALU INC SJ1 GR 4,491.0 (561.0) (77.0) SUPERVALU INC SVU US 4,491.0 (561.0) (77.0) SUPERVALU INC SJ1 TH 4,491.0 (561.0) (77.0) SYNERGY PHARMACE S90 GR 164.8 (21.9) 147.2 SYNERGY PHARMACE SGYPEUR EU 164.8 (21.9) 147.2 SYNERGY PHARMACE SGYP US 164.8 (21.9) 147.2 THERAVANCE HVE GR 462.1 (294.0) 231.7 THERAVANCE THRX US 462.1 (294.0) 231.7 THRESHOLD PHARMA THLD US 73.9 (26.3) 46.6 THRESHOLD PHARMA NZW1 GR 73.9 (26.3) 46.6 TRANSDIGM GROUP TDG US 8,350.4 (1,169.0) 1,349.8 TRANSDIGM GROUP T7D GR 8,350.4 (1,169.0) 1,349.8 TRINET GROUP INC TN3 GR 1,557.0 (7.9) 50.7 TRINET GROUP INC TN3 TH 1,557.0 (7.9) 50.7 TRINET GROUP INC TNETEUR EU 1,557.0 (7.9) 50.7 TRINET GROUP INC TNET US 1,557.0 (7.9) 50.7 UNISYS CORP UIS US 2,163.6 (1,455.9) 177.2 UNISYS CORP UISCHF EU 2,163.6 (1,455.9) 177.2 UNISYS CORP UIS1 SW 2,163.6 (1,455.9) 177.2 UNISYS CORP USY1 TH 2,163.6 (1,455.9) 177.2 UNISYS CORP UISEUR EU 2,163.6 (1,455.9) 177.2 UNISYS CORP USY1 GR 2,163.6 (1,455.9) 177.2 VECTOR GROUP LTD VGR GR 1,462.8 (1.7) 514.4 VECTOR GROUP LTD VGR QT 1,462.8 (1.7) 514.4 VECTOR GROUP LTD VGR US 1,462.8 (1.7) 514.4 VENOCO INC VQ US 598.9 (151.0) 207.6 VERISIGN INC VRSN US 2,570.7 (994.3) (15.0) VERISIGN INC VRS TH 2,570.7 (994.3) (15.0) VERISIGN INC VRS GR 2,570.7 (994.3) (15.0) VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8) VERSEON CORP VSN LN - - - VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) VTV THERAPEUTI-A VTVT US 19.0 (80.9) (60.3) W&T OFFSHORE INC WTI US 2,085.0 (0.8) (95.1) WEIGHT WATCHERS WW6 GR 1,341.2 (1,347.5) (207.2) WEIGHT WATCHERS WTWEUR EU 1,341.2 (1,347.5) (207.2) WEIGHT WATCHERS WW6 TH 1,341.2 (1,347.5) (207.2) WEIGHT WATCHERS WTW US 1,341.2 (1,347.5) (207.2) WEST CORP WSTC US 3,549.9 (625.9) 265.3 WEST CORP WT2 GR 3,549.9 (625.9) 265.3 WESTERN REFINING WR2 GR 441.6 (27.7) 66.8 WESTERN REFINING WNRL US 441.6 (27.7) 66.8 WESTMORELAND COA WME GR 1,777.6 (422.8) 40.1 WESTMORELAND COA WLB US 1,777.6 (422.8) 40.1 WINGSTOP INC EWG GR 117.4 (17.4) 6.0 WINGSTOP INC WING US 117.4 (17.4) 6.0 WINMARK CORP GBZ GR 45.3 (41.5) 11.5 WINMARK CORP WINA US 45.3 (41.5) 11.5 WYNN RESORTS LTD WYNN SW 9,283.0 (110.7) 860.6 WYNN RESORTS LTD WYR TH 9,283.0 (110.7) 860.6 WYNN RESORTS LTD WYNN* MM 9,283.0 (110.7) 860.6 WYNN RESORTS LTD WYNNCHF EU 9,283.0 (110.7) 860.6 WYNN RESORTS LTD WYNN US 9,283.0 (110.7) 860.6 WYNN RESORTS LTD WYR QT 9,283.0 (110.7) 860.6 WYNN RESORTS LTD WYR GR 9,283.0 (110.7) 860.6 XERIUM TECHNOLOG XRM US 578.2 (95.4) 75.9 XERIUM TECHNOLOG TXRN GR 578.2 (95.4) 75.9 YRC WORLDWIDE IN YEL1 TH 1,968.6 (445.2) 200.4 YRC WORLDWIDE IN YRCW US 1,968.6 (445.2) 200.4 YRC WORLDWIDE IN YEL1 GR 1,968.6 (445.2) 200.4 ********* 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 ***