/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150930.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, September 30, 2015, Vol. 19, No. 273 Headlines 1526 ROCK SPRING: Case Summary & Largest Unsecured Creditors 4522 KATELLA: Case Summary & 11 Largest Unsecured Creditors ACCUDYNE INDUSTRIES: S&P Lowers CCR to 'B-', Outlook Stable AJ METAL: Case Summary & 20 Largest Unsecured Creditors ALCOA INC: Moody's Affirms Ba1 CFR & Changes Outlook to Developing ALPHA NATURAL: Court Approves Hiring of Jones Day as Counsel ALPHA NATURAL: Court Okays McKinsey RTS as Turnaround Advisor ALPHA NATURAL: Court Okays Rothschild as Financial Advisor ALROSE ALLEGRIA: 3 Creditors Hold $9.3MM Unsecured, Priority Claims AMERICAN LIBERTY: Gets Final Approval to Obtain $100K Loan ARAMID ENTERTAINMENT: Okayed to Conduct Private UCC Foreclsoure Sal ATLANTIC HYDROGEN: Enters Voluntary Bankruptcy in Canada BAHA MAR: Northshore Mainland Remains in Chap. 11 BEHAVIORAL SUPPORT: Amends Schedule F to Add 2 Creditors BUNKERS INTERNATIONAL: Court OKs Joint Administration of Cases CACHE INC.: Chapter 7 Conversion Sought by U.S. Trustee CACHE INC: Opposes Ch. 7, Wants Structured Dismissal CAESARS ENTERTAINMENT: Unit, Bondholders Gear Up for Trial CALIFORNIA RESOURCES: S&P Lowers CCR to 'BB-', Outlook Negative CAMBRIDGE ENDOSCOPIC: Has $3.1M Sale Deal With Lenders CAMBRIDGE ENDOSCOPIC: Lenders Bid $3.1M for Assets CONSTELLATION ENTERPRISES: Moody's Lowers CFR to 'Caa2' COYNE INTERNATIONAL: G&K Services No Longer Member of Committee DAIICHI CHUO: Chapter 15 Case Summary DAIICHI CHUO: Seeks U.S. Recognition of Japan Reorganization DYNAMIC PRECISION: S&P Affirms 'B' CCR, Outlook Stable EL PASO CHILDREN'S: County Objects to Miller Buckfire Employment EL PASO CHILDREN'S: Has Until Dec. 15 to Decide on UMC Lease EL PASO: U.S. Trustee Forms Five-Member Creditors' Committee ENERGY FUTURE: Ballots, Plan Objections Due Oct. 23 ENERGY FUTURE: Hunt Seeks PUCT Approval for Sale of Oncor Stake ENERGY OILFIELD: Case Summary & 20 Largest Unsecured Creditors ENERGY TRANSFER: Fitch Puts 'BB' Ratings on Watch Positive ENERGY TRANSFER: S&P Affirms 'BB' CCR, Placed on CreditWatch Pos. FAIRWAY GROUP: Moody's Lowers CFR to Caa1, Outlook Negative FIRST QUANTUM: Moody's Lowers CFR to B2, Outlook Negative FORBES ENERGY: Moody's Lowers CFR to Caa1, Outlook Negative FRED FULLER: Fine-Tunes Plan Disclosure Statement FTS INTERNATIONAL: S&P Affirms 'B-' CCR & Revises Outlook to Neg. GARLOCK SEALING: Time to Remove Actions Extended to March 31, 2016 GAS-MART USA: BMC Group Approved as Claims Agent GAS-MART USA: Court Okays Freeborn & Peters as Committee Counsel GLEACHER & CO: Makes 3rd Liquidating Distribution to Stockholders GOODRICH PETROLEUM: Moody's Lowers CFR to Caa3, Outlook Negative GRANITE DELLS: Court Enters Final Decree Closing Chapter 11 Case GREEN TREE: SSG Capital Advisors Was Investment Banker in Sale HEI INC: Admin. Claims, Final Fee Applications Deadline Set HUNTER MILL: John T. Donelan Authorized to Perform Legal Services HUNTER MILL: Managing Member Designated as Responsible Person HYPNOTIC TAXI: Joshua Rizack Named Chief Restructuring Officer HYPNOTIC TAXI: Klestadt Winters OK'd as General Bankruptcy Counsel INTERNATIONAL BRIDGE: Hires Robert Steffy as Guam Accountant IVERSON GENETIC: Case Summary & 20 Largest Unsecured Creditors LINCOLN PAPER: Case Summary & 20 Largest Unsecured Creditors LINCOLN PAPER: Files for Chapter 11 Bankruptcy, To Seek Buyer LINCOLN PAPER: Siena Lending Agrees to Provide $6.6-Mil. DIP Loan LOCAL CORPORATION: Court OKs Cash Collateral Use Through Nov. 30 LOCAL CORPORATION: Hires Haskell & White to Provide Audit Services LOCAL CORPORATION: Taps Andrews Kurth as Litigation Counsel LOCAL CORPORATION: Taps BDO USA as Tax and Audit Services Provider MALIBU ASSOCIATES: Stay Relief, Disclosure Hearing Moved to Oct. 22 MET-TEC INC: Case Summary & 20 Largest Unsecured Creditors MFM INC: Voluntary Chapter 11 Case Summary MHH INC: Voluntary Chapter 11 Case Summary MIDWAY GOLD: FTI Consulting Approved as Financial Advisor NET DATA CENTERS: Seeks Dec. 21 Plan Filing Exclusivity Extension NEW YORK LIGHT: Wants January 2016 Plan Filing Deadline NEW YORK LIGHT: Wants Until Dec. 23 to Decide on Loudon Road Lease OAKFABCO INC: Court OKs FrankGecker as Attorneys to Asbestos Panel OAS FINANCE: Provisional Relief in Effect on BVI Proceeding PAGAN & PINTADO: Case Summary & 8 Largest Unsecured Creditors PEANUT CORP: Former Managers Face Sentencing in Salmonella Case PRESTIGE INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors QUINCY NEWSPAPERS: S&P Assigns 'B+' CCR, Outlook Stable RADIOSHACK CORP: Discloses Initial Liquidating Trust Board Members ROMAD REALTY: Voluntary Chapter 11 Case Summary SANCHEZ ENERGY: Moody's Affirms 'B2' Rating on Midstream Asset Sale SB&B OF FLORIDA: Case Summary & 14 Largest Unsecured Creditors SKYLINE CORP: Gets Audit Opinion with Going Concern Qualification SPX CORP: S&P Withdraws 'BB+' Corporate Credit Rating STANDARD PACIFIC: Fitch Hikes Issuer Default Rating to 'BB-' STOCKTON CITY: Moody's Raises Rating on 2006 Revenue Bonds to Ba2 SUNOPTA INC: Moody's Assigns B2 CFR, Outlook Stable SW LIQUIDATION: EisnerAmper's Phillips Named Liquidating Trustee SW LIQUIDATION: Hearing on Plan Deferred to Oct. 28 Amid Mediation SW LIQUIDATION: Objects to Hill Entities' Rule 3018 Motions SW LIQUIDATION: Wants Hill Entities' Plan Objection Overruled TOYS 'R' US: Fitch Affirms 'CCC' Issuer Default Ratings TRANS COASTAL SUPPLY: Can Use Cash Collateral Use Until Oct. 7 TRANS COASTAL: Court Approves AFEC Commodities as Collection Agent TURNBERRY MGM GRAND: Claims Bar Date Set for October 5 UNISYS CORP: S&P Affirms 'B+' CCR, Outlook Negative WORLD MARKETING: Case Summary & 20 Largest Unsecured Creditors WRIGHTWOOD GUEST: Hires Walter & Wilhelm as Bankruptcy Counsel [*] Dentons Launches Greek Desk in Brussels [*] More Companies File Second Bankruptcy After Reforms ********* 1526 ROCK SPRING: Case Summary & Largest Unsecured Creditors ------------------------------------------------------------ Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- 1526 Rock Spring Road LLC 15-23442 112 S. Main Street Bel Air, MD 21014 1528 Rock Spring Road, LLC 15-23443 112 S. Main Street Bel Air, MD 21014-7776 Chapter 11 Petition Date: September 28, 2015 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. James F. Schneider (15-23442) Hon. David E. Rice (15-23443) Debtors' Counsel: Curtis C. Coon, Esq. COON & COLE, LLC Suite 501, 401 Washington Avenue Towson, MD 21204 Tel: (410) 244-8800 Fax: 410-244-8801 Email: ccc@cooncolelaw.com Estimated Estimated Assets Liabilities ---------- ----------- 1526 Rock Spring Road $1MM-$10MM $1MM-$10MM 1528 Rock Spring Road $1MM-$10MM $1MM-$10MM The petition was signed by Joseph F. Snee, Jr., sole member. A. List of 1526 Rock Spring Road's four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Howard Bank $258,028 Manufacturers and Traders $2,116,457 Trust Company Snee, Mahoney, Lutche & Legal Services $63,672 Helmlinger, P.A. Traffic Concepts, Inc. Traffic Study $4,500 B. List of 1528 Rock Spring Road's three Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Manufacturers and Traders $2,116,457 Trust Company Snee, Mahoney, Lutche & Legal Services $63,672 Helmlinger, P.A. Traffic Concepts, Inc. Traffic Study $4,500 4522 KATELLA: Case Summary & 11 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: 4522 Katella Avenue, LLC 1360 Las Altos Avenue Long Beach, CA 90815 Case No.: 15-12107 Chapter 11 Petition Date: September 25, 2015 Court: United States Bankruptcy Court District of Kansas (Wichita) Judge: Hon. Dale L. Somers Debtor's Counsel: David G. Arst, Esq. ARST & ARST, P.A. 555 N. Woodlawn, Bldg. 1, Ste. 115 Wichita, KS 67208 Tel: (316) 265-4222 Email: support@arstarst.kscoxmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James A. Rainboldt, managing member. List of Debtor's 11 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of America Credit Card $9,300 purchases COLFIN MF5 Funding LLC $2,168,000 Eviction One Eviction Services $2,000 GWIRE $12,000 James Rainboldt $164,000 Jeff White $60,000 Midland Loan Services Unknown Pam Carver Bookeeping $3,000 Speedy Amazing Carpet $10,000 Westar Energy Utility Services Unknown Wheatland REM LLC $24,000 ACCUDYNE INDUSTRIES: S&P Lowers CCR to 'B-', Outlook Stable ----------------------------------------------------------- Standard & Poor's Ratings Services said that it has lowered its corporate credit rating on U.S.-based industrial products manufacturer Accudyne Industries Borrower S.C.A. to 'B-' from 'B'. The outlook is stable. At the same time, S&P lowered its issue-level rating on the company's senior secured credit facilities to 'B' from 'B+'. The '2' recovery rating on the debt is unchanged, indicating S&P's expectation of substantial (70%-90%; low end of the range) recovery in the event of a payment default. Additionally, S&P lowered its issue-level rating on Accudyne's senior unsecured notes to 'CCC' from 'CCC+'. The '6' recovery rating on the debt remains unchanged, indicating S&P's expectation of negligible (0%-10%) recovery in the event of a default. "The downgrade reflects our expectation that Accudyne's credit measures will continue to weaken in 2015 because of the deteriorating conditions in the company's oil and gas end markets, the economic slowdown in China, and foreign currency headwinds," said Standard & Poor's credit analyst Svetlana Olsha. "Although we expect that demand for the company's products will stabilize in 2016, we believe that Accudyne's credit measures will remain weak compared with those of its peers that we rate 'B'." Therefore, S&P is revising its comparable ratings adjustment modifier on Accudyne to "negative" from "neutral." Standard & Poor's Ratings Services' stable outlook on Accudyne reflects S&P's expectation that the challenging conditions in energy-related markets and the slowing Chinese economy, coupled with foreign-currency headwinds, will cause the company's leverage levels to increase in 2015 and remain elevated in 2016. Despite the challenging operating conditions, S&P expects the company to maintain its good profitability and to generate free cash flow of about $75 million annually. S&P could raise its rating on Accudyne if S&P expects the company's operating performance to experience a sustained improvement such that its debt-to-EBITDA metric approaches 7x and its FFO-to-total debt ratio remains above 5%. This could occur if Accudyne's revenues increased by the mid-single digits, percentagewise, over the next 12-18 months and the company uses its free cash flow to repay its debt. S&P could lower its rating on Accudyne if S&P come to believe that the company's end markets will likely continue to weaken in 2016 and that Accudyne will not be able to generate positive free cash flow, pressuring its liquidity position. S&P could also lower the rating if it appears likely that the company will draw on its revolver to the extent that it triggers the leverage covenant and S&P expects that Accudyne will not likely have 15% of headroom. AJ METAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: AJ Metal Inc. fka GM Metal Inc. 1634 MLK Jr. Blvd. Wichita Falls, TX 76301 Case No.: 15-70295 Chapter 11 Petition Date: September 28, 2015 Court: United States Bankruptcy Court Northern District of Texas (Wichita Falls) Judge: Hon. Harlin DeWayne Hale Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 Email: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Manohar Mann, president. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Heritage Bank Business Debt $1,346,965 Heritage Bank Business Debt $746,800 Manohar S. Mann Business Debt $375,000 Hardip S. Mann Business Debt $340,850 Heritage Bank Line of Credit $195,506 JP Environmental Recycling LLC Judgment $135,000 Shavinder Madan Business Debt $130,000 Baldev Singh Business Debt $113,000 Jeremias P. Portillo Business Debt $100,000 Marco Carrillo Business Debt $70,000 Tily Mohamad Business Debt $60,000 Internal Revenue Service Taxes $43,658 Praxair Business Debt $38,223 Houston Crushed Concrete Business Debt $32,563 Heritage Bank Business Debt $32,481 NCM Business Debt $24,474 CNH Industrial Business Debt $20,721 Amandeep Sidhu Business Debt $20,000 Harris County Property Tax Property Taxes $18,744 American Express Bank Credit Card $16,343 ALCOA INC: Moody's Affirms Ba1 CFR & Changes Outlook to Developing ------------------------------------------------------------------ Moody's Investors Service changed Alcoa Inc's outlook to developing from positive. At the same time, Moody's affirmed the Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, Ba1 senior unsecured ratings, (P)Ba1 medium term note program rating, (P)Ba1 senior unsecured shelf rating, Ba2 preferred stock rating and SGL-1 Speculative Grade Liquidity rating. The change to a developing outlook follows Alcoa's announcement that it will split the company into two separate companies: a commodity oriented company comprising the bauxite, alumina and primary metals business, and a more value added focused company (the "Value-Add Company") comprising the company's Engineered Products and Solutions (EPS), Transportation and Construction Solutions (TCS) and Global Rolled Products (GRP) businesses. The developing outlook encompasses the uncertainty as to the final capital structure of each of the separate companies, the organizational and management structures and apportionment of other liabilities or legal proceedings that might exist. Ultimate rating outcomes will depend upon clarity with respect to the foregoing and earnings and cash flow generation expectations going forward. Following the closing of the acquisition of RTI International Metals on July 23, 2015, Alcoa realigned its EPS portfolio, creating the TCS business segment which includes the Alcoa Wheel & Transportation Products and Alcoa Building & Construction Systems, previously residing within EPS. The EPS segment will now be principally focused on the aerospace markets. In 2014, the commodity oriented business accounted for roughly 44% of revenues and 54% of EBITDA with GRP and EPS accounting for the balance. This does not include contributions from RTI Metals. RTI generated revenue of approximately $794 million in 2014. Affirmations: Issuer: Alcoa Inc. Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Speculative Grade Liquidity Rating, Affirmed SGL-1 Multiple Seniority Shelf (Local Currency) due 2017, Affirmed (P)Ba1 Senior Unsecured Regular Bond/Debenture (Local Currency), Affirmed Ba1, LGD4 Pref. Stock Preferred Stock (Local Currency), Affirmed Ba2, LGD6 Senior Unsecured Medium-Term Note Program (Local Currency), Affirmed (P)Ba1 Issuer: Chelan County Development Corporation, WA Senior Unsecured Revenue Bonds (Local Currency), Affirmed Ba1, LGD4 Issuer: Iowa Finance Authority Senior Unsecured Revenue Bonds (Local Currency), Affirmed Ba1, LGD4 Outlook Actions: Outlook, Changed To Developing From Positive RATINGS RATIONALE Alcoa's Ba1 CFR considers the company's ongoing transformation to a major player in light weight metals manufacturing and engineering. However, at the same time, the rating incorporates the company's leverage to the volatility in aluminum prices and premiums in its primary segment, particularly in the smelter system. Alcoa holds a commanding and competitive position in the alumina industry, a leading position as a provider of primary aluminum, as well as a leading provider of value added products in a wide variety of markets served by its GRP, EPS and TCS segments. Factored into the rating is the focus the company continues to maintain on cost reduction and cost control, as well as working capital management and productivity improvements. While there have been meaningful smelter capacity curtailments by Alcoa and others in the industry and demand fundamentals, from a physical perspective, remain acceptable, the inventory overhang continues and new capacity and capacity restarts together with weakening global economic conditions continue to pressure the aluminum price. Although Moody's expects cost creep in various input costs, the decrease in oil and natural gas prices as well as currency devaluations in countries in which Alcoa has operations are expected to benefit the overall cost performance in 2015. In addition, a significant portion of savings achieved in recent years, particularly in the smelting system, is believed sustainable, better positioning the company for improved earnings and cash flow generation over the medium to longer term, enhanced by stability and growth in the GRP, EPS and TCS segments. The company continues to focus on productivity improvements and cost savings and through the first six months of 2015 achieved $562 million in productivity gains against its annual target of $900 million. While the rating incorporates Alcoa's focus on increasing the level of value added contributions from its mid-stream and down-stream businesses, it also considers that the upstream businesses need continued success in moving down the cost curve, and a combination of sustained higher aluminum prices and/or premiums to achieve a material and sustainable strengthening in consolidated performance and stronger metrics relative to adjusted debt levels of $12.8 billion at June 30, 2015. The acquisitions of Firth Rixson and RTI International Metals, which primarily serve the aerospace industry and strengthen Alcoa's position in the suite of products offered to this industry, are in line with Alcoa's strategic objective to increase the value added component of its business mix. An additional consideration in the rating is the fact that Alcoa fully consolidates the Alcoa World Alumina and Chemicals (AWAC) joint venture (encompasses bauxite and alumina assets) but only holds a 60% interest. Alcoa's solid liquidity, including its $1.3 billion cash position at June 30, 2015 and manageable near-term debt maturities are also important considerations in the rating. The Ba1 senior unsecured debt rating, at the same level as the CFR, reflects the absence of secured debt in the capital structure. If this were to change, the unsecured rating could be adversely impacted. Given the announcement that Alcoa will be separated into two companies, upward rating action is unlikely prior to the split. Should the Value-Add Company maintain a leverage of no more than 3.25x and interest coverage as measured by EBITA/interest being at least 5x, it could achieve an investment grade rating. The rating could be downgraded should EBIT/interest fall below and be sustained lower than 2.75x and leverage deteriorate such that the debt/EBITDA ratio trends toward and is sustained above 4x. A material contraction in liquidity could also pressure the rating. The principal methodology used in these ratings was Global Mining Industry published in August 2014. Headquartered in New York, New York, Alcoa is a leading global integrated aluminum producer with an increasing focus on lightweight and high performance materials including titanium and nickel in addition to aluminum, and the engineering and manufacturing of value added products in these metals. This is in line with Alcoa's ongoing implementation of its strategic objective to provide higher value added products while at the same time reducing the cost base in its more commodity oriented business. For the twelve months ended June 30, 2015, Alcoa generated revenues of $24.3 billion. ALPHA NATURAL: Court Approves Hiring of Jones Day as Counsel ------------------------------------------------------------ Alpha Natural Resources, Inc. and its debtor-affiliates sought and obtained permission from the Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Jones Day as counsel, effective August 3, 2015 petition date. The Debtors require Jones Day to: (a) advise the Debtors of their rights, powers and duties as debtors and debtors in possession continuing to operate and manage their respective businesses and properties under chapter 11 of the Bankruptcy Code; (b) prepare on behalf of the Debtors all necessary and appropriate applications, motions, proposed orders, other pleadings, notices, schedules and other documents, and review all financial and other reports to be filed in these chapter 11 cases; (c) advise the Debtors concerning, and preparing responses to, applications, motions, other pleadings, notices and other papers that may be filed by other parties in these chapter 11 cases and appear on behalf of the Debtors in any hearings or other proceedings relating to those matters; (d) review the nature and validity of any liens asserted against the Debtors' property and advise the Debtors concerning the enforceability of such liens; (e) advise the Debtors regarding their ability to initiate actions to collect and recover property for the benefit of their estates; (f) advise and assist the Debtors in connection with any asset dispositions; (g) advise and assist the Debtors with respect to employment- related issues; (h) advise and assist the Debtors with respect to issues relating to environmental law and government regulation; (i) advise and assist the Debtors in negotiations with the Debtors' debt holders and other stakeholders; (j) advise the Debtors concerning executory contract and unexpired lease assumptions, assignments and rejections; (k) advise the Debtors in connection with the formulation, negotiation and promulgation of any plan or plans of reorganization, and related transactional documents; (l) assist the Debtors in reviewing, estimating and resolving claims asserted against the Debtors' estates; (m) advise and assist the Debtors in connection with any offers to provide debtor-in-possession financing and/or exit financing; (n) commence and conduct litigation that is necessary and appropriate to assert rights held by the Debtors, protect assets of the Debtors' chapter 11 estates or otherwise further the goal of completing the Debtors' successful reorganization; (o) provide non-bankruptcy services for the Debtors to the extent requested by the Debtors, including, among other services, advice related to mergers and acquisitions and corporate governance; and (p) perform all other necessary and appropriate legal services in connection with these chapter 11 cases for or on behalf of the Debtors. Jones Day will be paid at these hourly rates: Partners $575-$1,200 Counsel $575-$1,050 Associates $300-$850 Paralegals $200-$375 Jones Day will also be reimbursed for reasonable out-of-pocket expenses incurred. On July 1, 2015, the Debtors provided Jones Day with an advance payment of $2,000,000 to establish a retainer for professional services to be rendered and expenses to be incurred by Jones Day on or after such date. On account of such services and expenses, Jones Day (a) issued invoices to the Debtors reflecting applications against the Retainer and (b) received funds from the Debtors in replenishment of the Retainer. As of the Petition Date, the balance of the Retainer was $560,125.54. Carl E. Black, partner of Jones Day, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Jones Day also intends to make a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in the U.S. Trustee Guidelines in connection with the interim and final fee applications to be filed by Jones Day in these chapter 11 cases. In response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines, Jones Day disclosed that: -- the firm represented the Debtors during the 12-month period prior to the Petition Date. During that period, Jones Day charged the Debtors its standard rates. The material financial terms of the Debtors' engagement of Jones Day -- including the hourly rates charged by Jones Day -- have not changed post-petition. -- the firm and the Debtors developed a budget and staffing plan that reflects (a) the estimated number of hours and amount of fees that Jones Day will expend on the Debtors' chapter 11 cases during the first three months after the Petition Date and (b) the estimated type and number of Jones Day professionals and paraprofessionals needed to successfully represent the Debtors during the first three months after the Petition Date (the "Budget and Staffing Plan"). The Debtors approved the Budget and Staffing Plan. The Debtors recognize, however, that in the course of large chapter 11 cases such as these, it is possible that there may be a number of unforeseen fees and expenses that will need to be addressed by the Debtors and Jones Day. As these chapter 11 cases continue to develop, the Debtors and Jones Day will work together to revise the Budget and Staffing Plan as needed. Jones Day can be reached at: Carl E. Black, Esq. JONES DAY North Point 901 Lakeside Avenue Cleveland, OH 44114 Tel: (216) 586-3939 Fax: (216) 579-0212 About Alpha Natural Alpha Natural -- http://www.alphanr.com-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petition was signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the case. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. ALPHA NATURAL: Court Okays McKinsey RTS as Turnaround Advisor ------------------------------------------------------------- Alpha Natural Resources, Inc. and its debtor-affiliates sought and obtained permission from the Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia to employ McKinsey Recovery & Transformation Services U.S., LLC ("McKinsey RTS") as turnaround advisor, effective August 3, 2015 petition date. The Debtors anticipate that McKinsey RTS will provide a range of necessary services related to the Business Plan. Such services include the following: -- Market Outlook - Create a domestic and seaborne metallurgical and thermal coal market analysis including demand, supply and price scenarios (and North America coal basin perspective). Perform an assessment of the Debtors' competitive position. -- Business Plan - Develop/validate a fully integrated business plan for the current and future operating portfolio of the Debtors, including the estimated impact of performance improvement initiatives. It is anticipated that the business plan will include an outlook for key performance indicators, including production and sales tonnage, net realized price per ton, direct and indirect operating expenses, selling, general and administrative expenses, working capital, capital budget and debt capacity. -- Value Creation Plan - Develop a top-down value creation and performance improvement plan for the Debtors' current operating portfolio utilizing McKinsey RTS's industry and market expertise, proprietary operations databases and comprehensive benchmarking tools. -- Operations Footprint Assessment - Prepare a rapid footprint optimization assessment for the Debtors considering product demand and market outlook, cost positions and cost improvement potential, likely evolution of product quality, transport logistics and legacy costs. -- Pennsylvania Land Resources Holding Company, LLC Business Plan - Develop, along with the Debtors' management, a strategic assessment and business plan for PLR. Provide an assessment of PLR's configuration and development plans, prepare a strategic review of forecast operating costs and field performance and support evaluation of potential commercial and asset strategies. -- Constituent Management - Assist in development of supporting diligence materials and presentations for use in various stakeholder meetings, attend diligence sessions and working meetings with various stakeholders and constituents, and provide ad hoc support to the management team, including the development and preparation of analytics to be used in restructuring discussions. -- Other Restructuring Services - As appropriate, assist the Debtors with other restructuring matters as may be requested by the Debtors and that are mutually agreed upon between McKinsey RTS and the Debtors. McKinsey RTS will be paid at these hourly rates: Practice Leader $875-$1,050 Senior Vice President $675-$810 Vice President $525-$675 Senior Associate $435-$525 Associate $375-$435 Analyst $250-$350 Paraprofessional $200-$225 McKinsey RTS will also be reimbursed for reasonable out-of-pocket expenses incurred. Pursuant to the Prepetition Agreement, on June 29, 2015, the Debtors paid McKinsey RTS a $500,000 retainer in connection with services to be performed by McKinsey RTS on or after such date. As of the Petition Date, the Retainer balance was $500,000. Kevin Carmody, practice leader of McKinsey RTS, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. McKinsey RTS can be reached at: Kevin Carmody MCKINSEY RECOVERY & TRANSFORMATION SERVICES U.S., LLC 55 East 52nd Street, 21st Floor New York, NY 10022 Tel: (212) 446-7000 Fax: (212) 446-8575 About Alpha Natural Alpha Natural -- http://www.alphanr.com-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petition was signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the case. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. ALPHA NATURAL: Court Okays Rothschild as Financial Advisor ---------------------------------------------------------- Alpha Natural Resources, Inc. and its debtor-affiliates sought and obtained permission from the Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Rothschild Inc. as financial advisor and investment banker, effective August 3, 2015 petition date. The Debtors require Rothschild to: (a) identify and/or initiate potential Transactions; (b) review and analyze the Debtors' assets and the operating and financial strategies of the Debtors; (c) review and analyze the business plans and financial projections prepared by the Debtors including, but not limited to, testing assumptions and comparing those assumptions to historical company and industry trends; (d) evaluate the Debtors' debt capacity in light of their projected cash flows and assisting in the determination of an appropriate capital structure for the Debtors; (e) assist the Debtors and their other professional advisors in reviewing the terms of any proposed Transactions, in responding thereto and in evaluating alternative proposals for a Transaction; (f) determine, together with the Debtors and, if appropriate, the Debtors' other professional advisors, a range of values for the Debtors and any securities that the Debtors offer or propose to offer in connection with a Transaction; (g) together with, if appropriate, the Debtors' other professional advisors, advising the Debtors on the risks and benefits of considering a Transaction with respect to the Debtors' intermediate and long-term business prospects and strategic alternatives to maximize the business enterprise value of the Debtors; (h) assist the Debtors with the arranging, consummation and implementation of their proposed debtor-in-possession financing; (i) review and analyzing any proposals the Debtors receive from third parties in connection with a Transaction, including, without limitation, any proposals for post-petition financing, as appropriate; (j) assist or participate in negotiations with parties in interest, including, without limitation, any current or prospective creditors of, holders of equity interests in, or claimants against, the Debtors and/or their respective representatives in connection with a Transaction; (k) advise the Debtors with respect to, and attend, meetings of the Board of Directors of the Debtors, creditor groups, official constituencies and other interested parties, as necessary; (l) participate in hearings before the Court and provide relevant testimony with respect to the matters described in the Engagement Letter and issues arising in connection with any proposed chapter 11 plan; and (m) render such other financial advisory and investment banking services as may be agreed upon by Rothschild and the Debtors. The Debtors will compensate Rothschild the following Fee and Expense Structure: -- Monthly Fees: $225,000 per month. -- Completion Fee: $11,500,000, payable once, upon the earlier of (i) confirmation and effectiveness of a Plan or (ii) the closing of a Transaction, provided that Rothschild provided material services to the Debtors within the scope of services set forth in the Engagement Letter with respect to such Plan or Transaction. -- M&A Fee. A fee determined pursuant to Exhibit B to the Engagement Letter, payable if (i) the Debtors sell or acquire, directly or indirectly, through a credit bid or otherwise, assets or equity interests or any securities convertible into, or options, warrants or other rights to acquire, such equity interests, or otherwise consummates any merger, consolidation, sale or other business combination transaction and (ii) Rothschild provides material services in connection with such M&A Transaction, which fee shall be payable at the closing of such M&A Transaction. For the avoidance of doubt, an M&A Transaction shall include, without limitation, any transaction described above that is effected pursuant to section 363 of the Bankruptcy Code, a Plan or otherwise. Notwithstanding the definition of M&A Transaction above, an M&A Transaction shall not include any sale of the assets listed on Exhibit C to the Engagement Letter that is not effected as part of a larger M&A Transaction involving the sale of other assets or equity interests of the Debtors. -- New Capital Fee: A fee equal to (i) 0.75% of the face amount of any senior secured debt raised, including, without limitation, any debtor-in-possession financing raised, (ii) 2.0% of the face amount of any junior secured or senior or subordinated unsecured debt raised and (iii) 5.0% of any equity capital, capital convertible into equity or hybrid capital raised, including, without limitation, equity underlying any warrants, purchase rights or similar contingent equity securities. The New Capital Fee shall be payable upon the closing of the transaction by which the new capital is committed. -- Credits: Rothschild will credit against the Completion Fee: (i) 50% of any M&A Fees previously paid pursuant to a prior M&A Transaction; (ii) 50% of any New Capital Fees paid; and (iii) 50% of any Monthly Fees paid in excess of $1,350,000; provided that the sum of such credits shall not exceed the Completion Fee. -- Expense Reimbursement: Reimbursement of reasonable and documented expenses incurred in connection with the engagement, including reasonable and documented legal expenses, provided that Rothschild shall notify the Debtors if its counsel fees exceed an aggregate of $100,000. Homer D. Parkhill, managing director of Rothschild, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Rothschild can be reached at: Homer D. Parkhill ROTHSCHILD, INC. 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 403-3677 Fax: (212) 403-5454 About Alpha Natural Alpha Natural -- http://www.alphanr.com-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petition was signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the case. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. ALROSE ALLEGRIA: 3 Creditors Hold $9.3MM Unsecured, Priority Claims ------------------------------------------------------------------- Alrose Allegria LLC filed with the U.S. Bankruptcy Court for the Southern District of New York Schedule E disclosing that three creditors hold a total of $9,355,517 unsecured priority claims. A full-text copy of Schedule E is available at http://bankrupt.com/misc/AlroseAllegria_44_SAL_E.pdf The Debtor also filed: -- Schedule A - Real Property, full-text copy of which is available at http://bankrupt.com/misc/AlroseAllegria_41_SAL_A.pdf -- Schedule B - Personal Property, full-text copy of which is available at http://bankrupt.com/misc/AlroseAllegria_42_SAL_B.pdf -- Schedule D - Creditors Holding Secured Claim, full-text copy of which is available at http://bankrupt.com/misc/AlroseAllegria_43_SAL_D.pdf -- Schedule F - Creditors Holdings Unsecured non-Priority Claims, full-text copy of which is available at http://bankrupt.com/misc/AlroseAllegria_50_SAL_F.pdf Alrose Allegria LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-11760) in Manhattan on July 2, 2015, estimating $10 million to $50 million in assets and $1 million to $10 million in debt. Allen Rosenberg, managing member of Alrose Allegria and president of the Alrose Group, signed the bankruptcy petition. The Debtor tapped Richard J. Bernard, Esq., at Foley & Lardner LLP, in New York, as counsel. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due Oct. 30, 2015. The initial case conference was set for Aug. 3, 2015. In July 2011, another unit of the Alrose Group, Alrose King David LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 11-75361) in Brooklyn. Alrose King David LLC was a special entity established by the Alrose Group to own the 143-room, beachfront hotel property called the Allegria Hotel & Spa in Long Beach, Long Island. Alrose King David won approval of its reorganization plan in March 2012. AMERICAN LIBERTY: Gets Final Approval to Obtain $100K Loan ---------------------------------------------------------- A federal judge approved a $100,000 financing to get American Liberty Oil Company LP through bankruptcy. Judge Stacey Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas gave final approval to the loan to be provided by Climbing Tree Holdings LLC. The bankruptcy judge earlier allowed the company to borrow an initial $40,000 from the same lender, court filings show. In exchange for the $100,000 loan, Climbing Tree will get a secured claim and lien against the company's real property. The lender is also entitled to the protections of "good faith credit providers" under Section 364 of the Bankruptcy Code, according to the order. Judge Jernigan's order also authorized American Liberty to get additional loan necessary to support its operations. A copy of the court order is available without charge at http://bankrupt.com/misc/AmericanLiberty_CTHLoanOrder.pdf About American Liberty American Liberty Oil Company, LP filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 15-32019) on May 6, 2015. The petition was signed by Wreno S. Wynne, Jr., as managing partner of ALOC LLC. The Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million in its petition. Quilling, Selander, Lownds, Winslett & Moser, P.C., serves as the Debtor's counsel. The case is assigned to Hon. Stacey G. Jernigan. ARAMID ENTERTAINMENT: Okayed to Conduct Private UCC Foreclsoure Sal ------------------------------------------------------------------- U.S. Bankruptcy Judge Sean H. Lane has granted the motion of Aramid Entertainment Fund Limited to conduct a private Private Uniform Commercial Code Foreclosure Sale. The Debtors notified the U.S. Bankruptcy Court for the Southern District of New York t that there has been no objections or other responsive pleadings to the motion to conduct the sale. The Debtors have entered into an asset purchase agreement to monetize their security interests in most of the motion pictures that were previously subject to the Seer transaction. In consideration for the transfer, delivery, assignment and conveyance of the acquired assets, Content will pay $5,500,000 minus (i) $768,827 allocated to the Guild APA and (ii) subject to adjustments set forth in the APA, all cash received by the Obligors from the Acquired Assets on or after Feb. 28, 2015. About Aramid Entertainment Aramid Entertainment Fund Limited has been engaged in the businesses of providing short and medium term liquidity to producers and distributors of film, television and other media and entertainment content by way of loans and equity investments. On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic Partners (Cayman) Limited were appointed under Cayman law as the joint voluntary liquidators ("JVLs") of AEF and two affiliates. On June 13, 2014, the JVLs authorized AEF and two affiliates to file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11802) in Manhattan on June 13, 2014. The Debtors have tapped James C. McCarroll, Esq., Jordan W. Siev, Esq., Richard A. Robinson, Esq., and Michael J. Venditto, Esq. of Reed Smith, LLP, in New York, as counsel and Kinetic Partners (Cayman) Limited as crisis managers. AEF estimated at least $100 million in assets and between $10 million to $50 million in liabilities. ATLANTIC HYDROGEN: Enters Voluntary Bankruptcy in Canada -------------------------------------------------------- Atlantic Hydrogen Inc. on Sept. 29 disclosed that it has filed for voluntary bankruptcy pursuant to the Bankruptcy and Insolvency Act (Canada). Deloitte has been appointed trustee for the proceedings. The Board of Directors of AHI made the decision to file after they determined it would be in the best interest of the company and its stakeholders. Consistent with proceedings of this nature, AHI's directors have resigned and the employment of the management team and employees has been discontinued. "It's disappointing to take this step, but we think the employees and many stakeholders of AHI have reason to be proud. In 2004, AHI was born out of a bold idea to create a revolutionary clean energy technology. While we were not able to take the idea all the way to commercialization, many people did tremendous work along this journey," said Bill Stanley, Chairman of the AHI Board of Directors. "We give our deepest thanks to our talented employees who have stood by AHI through difficult times. We wish them the very best in their future pursuits." "AHI still believes in the vast potential of the CarbonSaver technology. Although progress has continued, we haven't reached the point of the technology being commercially viable, which has limited our ability to attract additional funding," said Mr. Stanley. "That's why we feel this was the right thing to do." The key focus of AHI's work has been to find an efficient, non-polluting way to decarbonize natural gas to generate hydrogen and carbon. As part of the next steps, Deloitte will initiate a process to find a buyer for the assets of the company. The proceeds from the sale will be used as outlined in the Bankruptcy and Insolvency Act. Atlantic Hydrogen Inc. focuses on sustainable energy and GHG reduction technologies. BAHA MAR: Northshore Mainland Remains in Chap. 11 ------------------------------------------------- Judge Kevin Carey of the United States Bankruptcy Court for the District of Delaware denied CCA Bahamas, Ltd. and Export-Import Bank of China's motions to dismiss Northshore Mainland Services, Inc.'s bankruptcy case but granted the creditors' motions to dismiss the Chapter 11 cases of the remaining Debtors. In a memorandum, Judge Carey explained,"the events leading up to the bankruptcy filing clearly show the Debtors on the edge of a financial precipice. The Debtors preference for reconstructing under the protections of the U.S. Bankruptcy Code is understandable and entitled to some weight. Chapter 11 of the U.S. Bankruptcy Code, with all the stakeholders participating, would be an ideal vehicle for the restructuring of this family of related companies with the ultimate goal of finishing a project said to be 97% complete and, upon its exit from Chapter 11, be in sound financial footing, with appropriate treatment of creditors." Judge Carey admitted he is disappointed that the parties have so far been unable to formulate a consensual exit strategy, whether that would involve taking a plan to confirmation or providing for an agreed dismissal as part of a consensual resolution of their disputes. In conclusion, Judge Carey ordered that the dismissal of the Chapter 11 cases and abstention under section 305(a) is in the best interests of the Debtors and creditors of all the Chapter 11 Debtors, except Northshore. About Baha Mar Orlando, Florida-based Northshore Mainland Services Inc., Baha Mar Enterprises Ltd., and their affiliates sought protection under Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. D.Del., Case No. 15-11402). Baha Mar owns, and is in the final stages of developing, a 3.3 million square foot resort complex located in Cable Beach, Nassau, The Bahamas. The bankruptcy cases are assigned to Judge Kevin J. Carey. The Debtors are represented by Paul S. Aronzon, Esq., and Mark Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz, Esq.,and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York. The Debtors' Delaware counsel are Laura Davis Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The Debtors' Bahamian counsel is Glinton Sweeting O'Brien. The Debtors' special litigation counsel is Kobre & Kim LLP. The Debtors' construction counsel is Glaser Weil Fink Howard Avchen & Shapiro LLP. The Debtors' investment banker and financial advisor is Moelis Company LLC. The Debtors' claims and noticing agent is Prime Clerk LLC. BEHAVIORAL SUPPORT: Amends Schedule F to Add 2 Creditors -------------------------------------------------------- Behavioral Support Services, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida amended Schedule F of its schedules of assets and liabilities to add two creditors to the list. According to the Debtor, its owes Emma Antonios an unliquidated amount in relation to a libel/slander lawsuit and owes Sara Brady Public Relations, Inc., $4,080 for unpaid public relations services. As reported by The Troubled Company Reporter on June 25, 2015, the Debtor disclosed total assets of $13,969,705 and total liabilities of $989,929. The Debtor also filed amended Schedule B Personal Property. Copies of amended schedules are available for free at: http://bankrupt.com/misc/BehavioralSupport_56_ASALsummary.pdf http://bankrupt.com/misc/BehavioralSupport_58_amendedSAL_F.pdf http://bankrupt.com/misc/BehavioralSupport_69_amendedSAL_B.pdf http://bankrupt.com/misc/BehavioralSupport_76_amendedSAL_B.pdf 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. 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. BUNKERS INTERNATIONAL: Court OKs Joint Administration of Cases -------------------------------------------------------------- The Hon. Cynthia C. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida ordered that the Chapter 11 case of Bunkers International Corp., will be consolidated for procedural purposes only and will be jointly administered with the cases of Americas Bunkering, LLC, Atlantic Gulf Bunkering, LLC, and Dolphin Marine Fuels, LLC. The lead case for purposes of the joint administration will be Bunkers International Corp. Case No. 6:15-bk-07397-CCJ (Bankr. M.D. Fla.). As reported by The Troubled Company Reporter on Sept. 3, 2015, the Debtor sought joint administration of its bankruptcy case with the cases of its affiliates: Americas Bunkering, LLC (Case No. 6:15-bk-07400-CCJ); Atlantic Gulf Bunkering, LLC (Case No. 6:15-bk-07402-CCJ); and Dolphin Marine Fuels, LLC (Case No. 6:15-bk-07404-CCJ). Bankruptcy Rule 1015(b) provides, in relevant part: "If a joint petition or two or more petitions are pending in the same court against a debtor and an affiliate, the court may order a joint administration of the estates." The Debtor asserts that joint administration of their Chapter 11 cases will expedite the administration of these cases and reduce administrative expenses without prejudicing any creditor's substantive rights. The Debtor anticipates numerous notices, applications, and other pleadings and motions in their cases. Joint administration will permit counsel for all parties-in-interest to include the Debtors' respective cases in a single caption on the numerous documents that will be filed and served in these cases. Joint administration also will enable parties-in- interest in each of the Chapter 11 cases to be apprised of the various matters before the Court in all of these cases, the Debtor tells the Court. The rights of parties-in-interest will not be prejudiced by the proposed joint administration of these cases, as each creditor may still file its claim against a particular estate. The Debtor has proposed that a docket entry be made in each of their cases substantially as: "An order has been entered in this case for the joint administration of the chapter 11 bankruptcy cases of BUNKERS INTERNATIONAL CORP., Case No. 6:15-bk-07397-CCJ; AMERICAS BUNKERING, LLC (Case No. 6:15-bk-07400-CCJ); ATLANTIC GULF BUNKERING, LLC (Case No. 6:15-bk-07402-CCJ); and DOLPHIN MARINE FUELS, LLC (Case No. 6:15-bk-07404-CCJ) for procedural purposes only and providing for its joint administration in accordance with the terms thereof. The Docket in Case No.: 6:15-bk-07397-CCJ should be consulted for all matters affecting the jointly-administered cases." About Bunkers International Bunkers International Corp. and three affiliates sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Proposed Lead Case No.: 15-07397) on Aug. 28, 2015. The petition was signed by John T. Canal as president/CEO. The Debtors estimated assets of $10 million to $50 million and liabilities of at least $10 million. Latham, Shuker, Eden & Beaudine, LLP represents the Debtors as counsel. The Debtors offer trading services to ship owners, ship operators, charterers, brokers, and traders through its global sales offices located in Lake Mary, Florida, Singapore, South Africa, Greece, New York, the UK, and Turkey. CACHE INC.: Chapter 7 Conversion Sought by U.S. Trustee ------------------------------------------------------- Andrew R. Vara, Acting United States Trustee for Region 3, asks the U.S. Bankruptcy Court for the District of Delaware to convert Cache, Inc. and its affiliated debtors' Chapter 11 cases to cases under Chapter 7. Mr. Vara relates that the wind-down budget provided by lender Salus Capital Partners, while sufficient to pay professional fees, was insufficient to fund the Debtors' pre-termination obligations under its self-funded health insurance plan. He further relates that 840 of the Debtors' former employees whose medical plan contributions were withheld from their paychecks are facing responsibility for medical bills that were covered under the Debtors' self-insured medical plan. Mr. Vara contends that the Debtors deducted medical insurance payments from its employees' final paychecks and failed to turn these insurance payments over to its insurance administrator. Mr. Vara tells the Court that the Debtors have demonstrated that they cannot manage their own bankruptcy cases and that their professionals, officers and lender cannot be depended upon to hold, account for, and pay administrative expenses without converting employee trust fund monies for the Debtors' own use. For this reason, Mr. Vara asserts that the Court should immediately convert the Debtors' cases to Chapter 7 cases. Aetna Life Response Aetna Life Insurance Company relates that although it does not take any position on the U.S. Trustee's motion, it submits its response to provide additional information to the Court regarding the lack of funding with respect to the Debtors' employee welfare benefit plan ("Benefit Plan"). According to Aetna, Cache provided certain medical, dental and prescription drug benefits to its qualified full-time employees or retirees and certain of their dependents under the Benefit Plan. The Medical Benefits were self-insured by Cache and were not in the nature of insured obligations of Aetna. Aetna relates that pursuant to an Administrative Services Agreement between Aetna and Cache, Aetna provided certain services with respect to the administration of claims. Aetna further relates that its typical practice was to advance funds for approved Medical Benefits and to request reimbursement from Cache and that the requests were typically satisfied by same day wire transfer. Aetna adds that it held certain standing advances against Cache obligations for Medical Benefits ("Seed Money") that Aetna could apply to any outstanding balance if Cache failed to meet its obligations to pay Medical Benefits. The Services Agreement included a provision that anticipated that, after termination, Cache would continue to fund Plan benefits for "runoff claims" ("Runout Claims") incurred prior to the termination date but received up to 12 months after termination (“Runout Period"). Aetna tells the Court that to date, it has advanced Medical Benefits to Cache Plan Participants without reimbursement in a total amount well in excess of the Seed Money it is holding. Aetna further tells the Court that it has a substantial administrative claim against Cache's estate. Andrew R. Vara, Acting United States Trustee for Region 3, is represented by: David L. Buchbinder, Esq. Hannah Mufson McCollum, Esq. J. Caleb Boggs Federal Building 844 King Street, Suite 2207, Lockbox 35 Wilmington, DE 19801 Telephone: (302)573-6491 Facsimile: (302)573-6497 Aetna Life Insurance Company is represented by: Katharine L. Mayer, Esq. Matthew Rifino, Esq. MCCARTER & ENGLISH, LLP 405 N. King Street, 8th Floor Wilmington, DE 19801 Telephone: (302)984-6300 Facsimile: (302)984-6399 E-mail: kmayer@mccarter.com mrifino@mccarter.com - and - Aaron McCollough, Esq. Patricia K. Smoots, Esq. MCGUIRE WOODS LLP 77 W. Wacker Drive, Suite 4100 Chicago, IL 60601 Telephone: (312)849-8100 E-mail: amccoullough@mcguirewoods.com psmoots@mcguirewoods.com About Cache, Inc. Cache, Inc., operates 236 women's apparel specialty stores under the trade name "Cache." On Dec. 4, 2014, New York-based Cache announced that it has received an inquiry from a third party regarding a potential sale of the Company. Cache, Inc., and its two affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.15-10172) on Feb. 4, 2015. The case is assigned to Judge Mary F. Walrath. The Debtors are represented by Laura Davis Jones, Esq., Peter J. Keane, Esq., and Colin R. Robinson, Esq., at Pachulski Stang Ziehl& Jones LLP, in Wilmington, Delaware. The Debtors' restructuring advisors is FTI Consulting Inc., while their investment banker and financial advisor is Janney Montgomery Scott LLC. Thompson Hine represents the Debtors in corporate and securities matter, while Jackson Lewis P.C. represents the Debtors in employment matters. The Debtors' communications services provider is Epiq Systems, Inc., while their noticing and claims management services provider is Kurtzman Carson Consultants. A&G Realty Partners, LLC, serves as the Debtors' real estate consultants. The Debtors had total assets of $53.7 million and total liabilities of $51.1 million as of Sept. 27, 2014. In its schedules, the Debtor disclosed $38,793,006 in assets and $84,113,066 in liabilities. The U.S. Trustee for Region 3 has appointed seven members to the Official Committee of Unsecured Creditors in the Debtors' case. The Committee retained Bayard, P.A., as local Delaware counsel, and Otterbourg P.C. as lead bankruptcy counsel. CACHE INC: Opposes Ch. 7, Wants Structured Dismissal ---------------------------------------------------- Cache, Inc., and its affiliated debtors oppose efforts by the U.S. Trustee to convert the Chapter 11 bankruptcy cases to Chapter 7 liquidation. The Debtors tell the Court that over the course of the bankruptcy case, they paid Aetna approximately $1.333 million under the health plan. They contend that the total payments to Aetna under the plan were 4.5 times greater than the approximately $306,000 collected from employees and former employees during that time. The Debtors further contend that while they paid approximately $1.333 million for employee health benefits, and prepared a post-petition operating budget that anticipated employee health benefit expenses consistent with prior experience (plus a cushion), they unexpectedly received much higher claims than they had historically encountered. The Debtors assert that they worked with the main constituents in the case to reach a potential "structured dismissal" solution to satisfy these claims, among other obligations. The Debtors further assert that they fully cooperated with the U.S. Trustee's factual inquiry, and have been candid and forthright with the U.S. Trustee about their desired plan of action and the need for more time to gather information from affected employees. The Debtors tell the Court that without knowing the universe of unpaid claims (information they have had difficulty obtaining), they are simply unable to assess the magnitude of the problem and therefore cannot correct it. Great American Objection Great American Group WF, LLC, tells the Court that the conversion of these Chapter 11 cases at this time would be unfortunate and potentially damaging even to the employees that the U.S. Trustee seeks to protect. While the U.S. Trustee's allegations are serious, Great American believes that precipitous and irreversible action in the form of conversion should not be taken until after the employees have had until September 30, 2015 to submit their claims, and interested parties (including the Debtors and Great American) have had adequate time to evaluate the options, which may include payment of those claims. The Great American Group is represented by: Richard A. Robinson, Esq. REED SMITH LLP 1201 N. Market Street, Suite 1500 Wilmington, DE 19801 Telephone: (302)778-7500 Facsimile: (302)778-7575 E-mail: rrobinson@reedsmith.com The Debtors' attorneys can be reached at: Laura Davis Jones, Esq. David M. Bertenthal, Esq. Colin R. Robinson, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 N. Market Street, 17th Floor Wilmington, DE 19801 Telephone: (302)652-4100 Facsimile: (302)652-4400 E-mail: ljones@pszjlaw.com dbertenthal@pszjlaw.com crobinson@pszjlaw.com About Cache, Inc. Cache, Inc., operates 236 women's apparel specialty stores under the trade name "Cache." On Dec. 4, 2014, New York-based Cache announced that it has received an inquiry from a third party regarding a potential sale of the Company. Cache, Inc., and its two affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.15-10172) on Feb. 4, 2015. The case is assigned to Judge Mary F. Walrath. The Debtors are represented by Laura Davis Jones, Esq., Peter J. Keane, Esq., and Colin R. Robinson, Esq., at Pachulski Stang Ziehl& Jones LLP, in Wilmington, Delaware. The Debtors' restructuring advisors is FTI Consulting Inc., while their investment banker and financial advisor is Janney Montgomery Scott LLC. Thompson Hine represents the Debtors in corporate and securities matter, while Jackson Lewis P.C. represents the Debtors in employment matters. The Debtors' communications services provider is Epiq Systems, Inc., while their noticing and claims management services provider is Kurtzman Carson Consultants. A&G Realty Partners, LLC, serves as the Debtors' real estate consultants. The Debtors had total assets of $53.7 million and total liabilities of $51.1 million as of Sept. 27, 2014. In its schedules, the Debtor disclosed $38,793,006 in assets and $84,113,066 in liabilities. The U.S. Trustee for Region 3 has appointed seven members to the Official Committee of Unsecured Creditors in the Debtors' case. The Committee retained Bayard, P.A., as local Delaware counsel, and Otterbourg P.C. as lead bankruptcy counsel. CAESARS ENTERTAINMENT: Unit, Bondholders Gear Up for Trial ---------------------------------------------------------- Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reported that Caesars Entertainment Operating Co. and the bondholders that sought to force it into bankruptcy are finally ready to square off in court in a battle in which nearly $500 million is at stake. According to the report, beginning Sept. 28, the U.S. Bankruptcy Court in Chicago will preside over a trial over whether the casino company was unable to pay its debts as they came due as of Jan. 12, when a group of junior bondholders filed an involuntary chapter 11 petition against it in a Delaware court. 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. CALIFORNIA RESOURCES: S&P Lowers CCR to 'BB-', Outlook Negative --------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Los Angeles-based exploration and production company California Resources Corp. (CRC) to 'BB-' from 'BB+'. The outlook is negative. At the same time, S&P lowered the rating on CRC's senior unsecured debt to 'BB-' from 'BB', and revised the recovery rating to '3' from '5'. The '3' indicates expectations for meaningful recovery (50% to 70%; upper half of range). Finally, S&P lowered the ratings on CRC's term loan and credit facility to 'BB+' from 'BBB'. The '1' recovery rating on this debt is unchanged. "The ratings downgrade reflects the application of our revised price assumptions for crude oil and natural gas, and resulting reassessment of the company's financial risk profile to 'highly leveraged' from 'aggressive'," said Standard & Poor's credit analyst Paul Harvey. S&P now expects funds from operations (FFO)/debt to average between 7% to 10% and debt/EBITDAX to exceed 5x through 2016, with improvement in 2017. The ratings on CRC reflect S&P's assessment of the company's "satisfactory" business risk profile, "highly leveraged" financial risk profile, and "adequate" liquidity. These assessments incorporate S&P's expectation for high near-term debt leverage, potential for debt repayment from asset monetizations, and adequate liquidity. Ratings also reflect the company's sizable scale of operations; limited geographic diversity (limited to California, albeit in four separate basins); oil-focused reserves and production base; and participation in the capital-intensive and very cyclical exploration and production (E&P) industry. The negative outlook reflects the potential for a downgrade over the next six to 12 months if S&P no longer expects the company's financial performance to show material improvement beyond 2016. S&P could lower the ratings if it expects FFO/debt to remain well below 12% and debt/EBITDAX well above 5x beyond 2016, which would most likely occur if the company fails to announce a definitive transaction that will allow it to repay debt. In addition, weaker-than-expected operating performance or more aggressive-than-expected capital spending could result in a downgrade. S&P could stabilize ratings if it expects debt/EBITDAX to trend downward toward 5x and FFO/debt to improve to around 12%. This would most likely occur if CRC can reduce debt levels by monetizing assets. CAMBRIDGE ENDOSCOPIC: Has $3.1M Sale Deal With Lenders ------------------------------------------------------ Cambridge Endoscopic Devices, Inc., is selling substantially all of its assets, including without limitation, (i) tangible property (including machinery and tooling, fixtures, research equipment, inventory), (ii) intellectual property, consisting chiefly of patents and patent applications, and (iii) regulatory clearances, to White Sand Beach LLC, as agent for CED's secured creditors, or to such other entity that submits the highest and otherwise best offer to acquired the assets. The Proposed Sale is made pursuant to an Asset Purchase Agreement between the Company and WSB, for a purchase price of $3,100,000. Pursuant to Section 363 (f) of the Bankruptcy Code, the Assets will be sold free and clear of liens, claims and encumbrances as set forth in the APA. A more detailed description of the Assets and the terms and conditions of the proposed sale is contained in the APA. Competing offers must comply with the procedures set forth in the Sale Notice. Competing bids for the Assets must be submitted by Nov. 19, 2015 by 5:00pm EST. Any party that is interested in submitting a bid to purchase the Assets or any substantial portion thereof should contact John Schulte, in order to obtain additional information about the Assets and to arrange for execution and delivery to CED of a confidentiality agreement pursuant to which such additional will be provided. To obtain a copy of the Sale Notice or APA please contact CED's counsel, Michael Goldberg of Casner & Edwards, LLP, (617) 426-5900, goldberg@casneredwards.com Cambridge Endoscopic Devices, Inc. has developed and marketed a line of disposable, hand held laparoscopic devices that have full 7 degrees of freedom tip articulation. More than 30 issued patents and additional applications cover this technology for laparoscopic applications as well as other markets. A complete due diligence package is available to prospective bidders. About Cambridge Endoscopic Headquartered in Farmingham Massachusetts, Cambridge Endoscopic Devices, Inc. -- http://www.cambridgeendo.com/-- is a medical device company that designs, develops, and manufactures articulating laparoscopic instruments. Cambridge Endoscopic sought Chapter 11 protection (Bankr. D. Mass. Case No. 15-41706) in Worcester, Massachusetts, on Sept. 3, 2015. The case is assigned to Judge Melvin S. Hoffman. The Debtor is represented by Michael J. Goldberg, Esq., and David Koha, Esq., at Casner & Edwars, LLP, in Boston. The Debtor disclosed $3.1 million in total assets and $17.2 million in debt. CAMBRIDGE ENDOSCOPIC: Lenders Bid $3.1M for Assets -------------------------------------------------- Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review, reported that Massachusetts-based medical device maker Cambridge Endoscopic Devices Inc. has agreed to sell its assets to its lenders for $3.1 million, subject to higher bids at a bankruptcy auction. According to the report, the company, which makes handheld surgical devices, said on Sept. 29 that senior lenders led by White Sand Beach LLC have agreed to serve as the stalking horse, or lead bidder, for the company's equipment, intellectual property and other assets. Cambridge Endoscopic Devices Inc., a Framingham medical device company, sought protection under Chapter 11 of the Bankruptcy Code on Sept. 3, 2015 (Bankr. D. Mass. Case No. 15-41706). The case is assigned to Judge Melvin S. Hoffman. The Debtor is represented by Michael J. Goldberg, Esq., and David Koha, Esq., at Casner & Edwards, LLP, in Boston, Massachusetts. CONSTELLATION ENTERPRISES: Moody's Lowers CFR to 'Caa2' ------------------------------------------------------- Moody's Investors Service downgraded Constellation Enterprises, LLC's Corporate Family Rating to Caa2 from Caa1, Probability of Default Rating to Caa2-PD from Caa1-PD, and the company's rating on senior secured notes due 2016 to Caa2 from Caa1. The rating outlook is negative. The rating action reflects substantial re-financing risk associated with the company's upcoming debt maturities, a constrained liquidity profile, and weak operating performance in a number of its business segments owing to challenging end market demand conditions, particularly in the oil & gas sector. The rating action reflects Moody's concerns about the company's ability to refinance its debt without resorting to a transaction that Moody's would consider a distressed exchange. Constellation's $130 million senior secured notes mature on Feb. 1, 2016, its $22 million revolving credit facility expires on January 28, 2016, and its $13 million term loan is due on Jan. 28, 2016. The company's weak liquidity position is characterized by low cash balances, negative free cash flow generation, and limited availability under its $22 million ABL revolving credit facility. The negative rating outlook reflects Moody's view of the company's heightened refinancing risk. These rating actions have been taken: Issuer: Constellation Enterprises, LLC: Corporate Family Rating, downgraded to Caa2 from Caa1; Probability of Default Rating, downgraded to Caa2-PD from Caa1-PD; Rating on $130 million of 10.625% Senior Secured Notes due Feb. 2016, downgraded to Caa2 (LGD4) from Caa1 (LGD4); Negative rating outlook. RATINGS RATIONALE The Caa2 CFR reflects Constellation's upcoming Q1 2016 debt maturities and Moody's concerns about its ability to refinance in a timely manner given the challenging end market conditions and the company's weak liquidity profile. The rating also reflects the cyclicality of the company's businesses, which are primarily driven by the demand for capital goods in the energy, transportation, and industrial segments of the North American economy, and the associated high degree of volatility of the company's revenues and earnings. The rating also reflects the company's small size and relatively thin operating margins, geographic concentration, relatively high debt leverage, and negative free cash flow. The CFR favorably considers significant barriers to entry provided by a combination of short lead times, specialized equipment, high freight costs and long-term customer relationships. Moody's assesses Constellation's liquidity position as weak, characterized by minimal cash balances and expectations for negative free cash flow over the near term, and exacerbated by the maturity of effectively all of the company's debt within the next few months. The company's liquidity is also constrained by its significant reliance on the $22 million ABL facility, and thus it's limited remaining availability. Net of borrowings outstanding, Moody's estimates revolver availability to be approximately $8 million. Given the minimum liquidity covenant requirement of $5 million, the availability is effectively reduced to approximately $3 million. However, the company's recently established term loan facility provides up to $6 million of additional availability. Ratings could be lowered if the company fails to refinance its debt and improve its liquidity profile over the next few months. Given the upcoming debt maturities, a ratings upgrade is unlikely in the near term. However, over the long term, higher ratings could be considered if the company maintains a sustainable capital structure and healthy liquidity, generates positive free cash flow, and demonstrates steady revenue growth, and margin stability. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Constellation Enterprises, LLC, through its operating subsidiaries, is a manufacturer of custom engineered metal components for various end markets such as rail transportation, oil & gas, general industrial, nuclear, aerospace, and small gas engine markets. The company's operating subsidiaries include Jorgensen Forge, Commercial Metal Forming, Columbus Castings and Zero. Constellation is owned by Protostar Partners LLC. In the LTM period ending June 30, 2015, the company generated approximately $133 million in revenues and $227 million including the discontinued operations of Columbus Castings. COYNE INTERNATIONAL: G&K Services No Longer Member of Committee --------------------------------------------------------------- Minnesota-based G&K Services Co. is no longer a member of Coyne International Enterprises Corp.'s official committee of unsecured creditors, according to a filing with the U.S. Bankruptcy Court for the Northern District of New York. The remaining members of the committee are: (1) NYS Teamsters Conference Pension & Retirement Fund 151 Northern Concourse Syracuse, NY 13212-4047 Attn: Kenneth Stilwell, Executive Administrator Tel: (315) 455-4640 (2) Central States, Southeast and Southwest Areas Pension fund 9377 West Higgins Road Rosemont, IL 60018 Attn: Brad Berliner, Associate General Counsel Tel: (847) 939-2478 The committee members were appointed on August 12 by the U.S. Trustee for Region 2, which oversees the bankruptcy case of Coyne International. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Coyne International Coyne International Enterprises Corp. filed a Chapter 11 bankruptcy petition (Bankr. N.D.N.Y. Case No. 15-31160) on July 31, 2015. The petition was signed by Mark Samson as CEO. Herrick Feinstein LLP serves as the Debtor's general counsel. Phillips Lytle LLP acts as the Debtor's local bankruptcy counsel. Cohnreznick LLP is the Debtor's financial advisor. SSG Capital Advisors LLC is the Debtor's investment banker. Rust Omni serves the Debtor as claims and administrative agent. Raab, Sturm & Ganchrow, LLP acts as labor counsel to the Debtor. Harbridge Consulting Group, LLC serves as the Debtor's pension consultant. Beveridge & Diamond PC is the Debtor's environmental counsel. GZA Geoenvironmental, Inc. represents the Debtor as environmental consultant. DAIICHI CHUO: Chapter 15 Case Summary ------------------------------------- Chapter 15 Petitioner: Masakazu Yakushiji Chapter 15 Debtor: Daiichi Chuo Kisen Kaisha 14-4 Shintomi 2-chome Chuo-ku, Tokyo, 104-8544 Japan Chapter 15 Case No.: 15-12650 Type of Business: Shipping company Chapter 15 Petition Date: September 29, 2015 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Michael E. Wiles Chapter 15 Melanie McLaughlin Kotler, Esq. Petitioner's David A. Rosenzweig, Esq. Counsel: NORTON ROSE FULBRIGHT US LLP 666 Fifth Avenue New York, NY 10103 Tel: 212-318-3000 Email: melanie.kotler@nortonrosefulbright.com david.rosenzweig@nortonrosefulbright.com - and - Kristian W. Gluck, Esq. Gregory M. Wilkes, Esq. Timothy S. Springer, Esq. NORTON ROSE FULBRIGHT US LLP 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201-7932 Tel: (214) 855-8000 Fax: (214) 855-8200 Email: kristian.gluck@nortonrosefulbright.com greg.wilkes@nortonrosefulbright.com tim.springer@nortonrosefulbright.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million DAIICHI CHUO: Seeks U.S. Recognition of Japan Reorganization ------------------------------------------------------------ Japanese shipper Daiichi Chuo Kisen Kaisha is seeking U.S. recognition of its civil rehabilitation proceeding under Japanese law, currently pending as Case No. Heisei 27 (2015) (Sai) 53 before the 20th Civil Division of the Tokyo District Court, Japan. Masakazu Yakushiji, in his capacity as president and foreign representative of Daiichi Chuo Kisen Kaisha, filed a petition under Chapter 15 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York (Bankr. S.D.N.Y. Case No. 15-12650) on Sept. 29, 2015, "which would permit the Company the breathing room necessary to develop and confirm a rehabilitation plan that maximizes payments to its rehabilitation creditors." The Japanese shipper filed for bankruptcy protection in Tokyo amid a massive drop in cargo movements around the world impacted by the global financial crisis that began in September 2008 with the collapse of Lehman Brothers. Daiichi Chuo intends to reorganize its financial affairs and maximize recoveries for all stakeholders. The Company hasn't been able to post an operating profit from fiscal year 2011. "[I]t became difficult for the Petitioner, who mainly focuses its business on transporting dry bulk using trampers ... to generate profit as its revenue continued to decline due to the market's prolonged stagnation, and the Petitioner has been stuck in the same inextricable situation," according to papers filed with the Court. David A. Rosenzweig, Esq., at Norton Rose Fulbright US LLP, counsel for Mr. Yakushiji, said, "The downturn in the shipping industry greatly impacted Daiichi Chuo given that it relies heavily on voyage charter vessels for a large percentage of its business." Before the collapse of Lehman Brothers, the Company was working on expanding its fleet by entering into many long-term time charter agreements between ship owners that obligated it to pay a substantial amount in charter fees. As a result of high charter fees and very low freight charges, Daiichi Chuo ended up in a "backwardation" in which the charter fees exceeded its freight revenue. Mr. Rosenzweig added that factors such as the increase in debt burden due to newly-built vessels, a lack of funding, the rise of the Japanese yen and the rise of fuel prices contributed to the Company's worsening cash-flow problems. As early as 2009, the Debtor began terminating charter parties in an attempt to reduce vessel expenses. According to the Company's balance sheet as of June 30, 2015, it has JPY 54,502,783,921 in assets and JPY 46,795,310,126 in liabilities. The consolidated operating results for the first quarter of fiscal year 2015 were JPY 5,447,000,000 in operating loss and JPY 5,663,000,000 yen in ordinary loss, and the Company presumed that fiscal year 2015 will once again run a large deficit. The Company said that due to factors such as China's deteriorating economic conditions, it is unlikely that the dry bulk tramper market will take a favorable turn. Therefore, the Company maintained there is a high risk of its financial condition deteriorating and for it to fall into a state of asset deficiency. The Petitioner has hired Norton Rose Fulbright US LLP as counsel. As of Aug. 1, 2015, Daiichi Chuo had 224 employees; all but 26 are located in Japan, and only three are located in the Company's New York office. The Company disclosed that it has 461 general creditors holding an aggregate claim of JPY 6,434,884,040. Star Bulk Carrier Co., S.A., its wholly owned subsidiary, also commenced a civil rehabilitation proceedings in Japan. Tokyo Court Issues TRO The Tokyo Court issued on Sept. 29, 2015, a temporary restraining order and an order appointing Katsuyuki Miyakawa, a Japanese attorney, as Daiichi Chuo's supervisor. Under the Tokyo Court Orders, Daiichi Chuo cannot execute any agreement with any third party, or initiate or pursue any legal proceeding, without the consent of the Supervisor. Under the current status of the Japan Proceeding, the Supervisor does not have the powers to manage the assets of Daiichi Chuo. As a consequence, the current management of the Company remains in place and is allowed to continue to operate its businesses as a debtor-in-possession, subject to the limitations of the supervision order. Contemporaneously with the filing of the petition, the Company seeks entry of a temporary restraining order in the U.S. staying execution against the assets of Daiichi Chuo and applying Section 362 of the Bankruptcy Code in the Chapter 15 Case on a provisional basis. The Petitioner believes that an order staying the execution against the assets of Daiichi Chuo and extending the protections afforded by Section 362 is crucial to prevent irreparable injury to the value of Daiichi Chuo's assets and to preserve the integrity of the Company as a going concern. A copy of the Petition for Recognition is available for free at: http://bankrupt.com/misc/2_DAIICHI_recognition.pdf DYNAMIC PRECISION: S&P Affirms 'B' CCR, Outlook Stable ------------------------------------------------------ Standard & Poor's Rating Services said that it has affirmed all of its ratings on Dynamic Precision Group Inc. (DPG), including S&P's 'B' corporate credit rating. The outlook is stable. "DPG's credit metrics deteriorated in the first half of 2015 -- despite our initial expectation that they would improve -- because of acquisition and integration-related expenses, operational issues, and the company's weak sales mix," said Standard & Poor's credit analyst Christopher Denicolo. "We expect the company's metrics to improve somewhat in the second half of the year, with its debt-to-EBITDA metric falling to 4.0x-4.5x and its funds from operations (FFO)-to-debt ratio increasing to between 15% and 18% from 5.7x and 11.5%, respectively, for the 12 months ended June 30, 2015." Standard & Poor's Ratings Services' stable outlook on DPG reflects that the company's revenues and earnings have been weaker than S&P expected in the first half of 2015 because of reduced orders from certain customers, operational issues at two of the company's largest sites, and acquisition integration-related expenses. S&P expects DPG's credit metrics to improve gradually over its forecast as the company benefits from new growth programs, contract extensions, contributions from its recent acquisitions, and a strong overall commercial aerospace market. It is unlikely that S&P will lower its ratings on DPG over the next year, but S&P could do so if there is a change in the company's business dynamics, if the company engages in a debt-financed acquisition, or if its debt-to-EBITDA metric increases to more than 7x and its EBITDA interest coverage metric declines to less than 1.5x, leading S&P to revise its assessment of DPG's liquidity to "less than adequate" or "weak. It is unlikely that S&P will raise its rating on DPG over the next year, given the potential that the company may take on additional debt to undertake acquisitions and/or dividends. However, S&P could raise the rating if it believes that the company's financial sponsor owners would commit to maintain a debt-to-EBITDA metric of less than 5x (including acquisitions) on an ongoing basis. EL PASO CHILDREN'S: County Objects to Miller Buckfire Employment ---------------------------------------------------------------- El Paso County objects to El Paso Children's Hospital Corporation's application to employ Miller Buckfire & Co., LLS, as investment banker, complaining that the employment of Miller Buckfire serves no useful purpose in the reorganization process. As reported in the Troubled Company Reporter on Aug. 19, 2015, Miller Buckfire has agreed to provide these services: (a) General Services. Miller Buckfire will familiarize itself with the business, operations, properties, financial condition and prospects of the Debtor, and advise and assist the Debtor in structuring and effecting the financial aspects of a restructuring, financing or sale transaction. (b) Restructuring Services. If the Debtors pursue a Restructuring, Miller Buckfire will assist in developing and seeking approval of the Debtor's Plan, assist in structuring any new securities to be issued under the Plan, participate or otherwise assist in negotiations with entities or groups affected by the Plan and participate in hearings before the Bankruptcy Court in connection with Miller Buckfire's other services, including related testimony, in coordination the Debtor's counsel. (c) Financing Services. If the Debtors pursue a Financing, Miller Buckfire will assist in structuring and effecting any Financing, identify and contact potential Investors and participate or otherwise assist in negotiations with Investors. (d) Sale and Joint Operation Transaction Services. If the Company pursues a Sale or Joint Operation Transaction, Miller Buckfire will assist with the Sale or Joint Operation Transaction, identify and contact potential acquirers or joint operators, and participate or otherwise assist in negotiations with acquirers or joint operators. The Debtor has agreed to pay Miller Buckfire: -- Monthly Fee: $50,000; -- DIP Financing Fee: Upon a DIP Financing, 2% of gross Proceeds; -- Financing Fee: Upon a Financing, 2% of gross proceeds or $250,000, whichever is greater' -- Sale Fee: Upon a Sale, 1.5% of Aggregate Consideration or $250,000, whichever is greater; -- Joint Operation Transaction Fee: Upon a Joint Operation Transaction, $250,000; -- Crediting: 50% of the first six Monthly Fees paid will be credited against the Financing Fee, Sale Fee and Joint Operation Transaction Fee. 100% of the seventh and following Monthly Fees paid will be credited against the Financing Fee, Sale Fee and Joint Operation Transaction Fee; -- Multiple Fees: If a single transaction gives rise to more than one of the Financing Fee, Sale Fee and Joint Operation Transaction Fee, only the largest such fee will be due; and -- Expenses: The Debtor agrees to reimburse Miller Buckfire for the expenses incurred by Miller Buckfire in connection with the matters contemplated by the Engagement Letter, including reasonable fees, disbursements, and other charges of Miller Buckfire's counsel. D. Kyle Herman, a director of Miller Buckfire, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About El Paso Children's Hospital El Paso Children's Hospital Corporation operates the El Paso Children's Hospital, the only not-for-profit children's hospital in the El Paso region. The hospital opened its doors in February 2012, features 122 private pediatric rooms, and is located at the campus of El Paso County Hospital District dba University Medical Center of El Paso. The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 15-30784) on May 19, 2015. The case is assigned to Judge H. Christopher Mott, following disputes with UMC. The Debtor tapped Jackson Walker LLP as counsel. The Debtor disclosed $34,907,119 in assets and $14,934,578 in liabilities as of the Chapter 11 filing. The Official Committee of Unsecured Creditors tapped to retain Brinkman Portillo Ronk, APC as its counsel, and Singer & Levick P.C. as its co-counsel. Suzanne Koenig, the patient care ombudsman appointed in the case tapped Greenberg Traurig LLP as his counsel. EL PASO CHILDREN'S: Has Until Dec. 15 to Decide on UMC Lease ------------------------------------------------------------ The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas extended until Dec. 15, 2015, El Paso Children's Hospital Corporation's time to assume or reject a facility lease agreement with the University Medical Center of El Paso, and other agreements between the Debtor and UMC that could constitute an unexpired lease of nonresidential real property. About El Paso Children's Hospital El Paso Children's Hospital Corporation operates the El Paso Children's Hospital, the only not-for-profit children's hospital in the El Paso region. The hospital opened its doors in February 2012, features 122 private pediatric rooms, and is located at the campus of El Paso County Hospital District dba University Medical Center of El Paso. The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 15-30784) on May 19, 2015. The case is assigned to Judge H. Christopher Mott, following disputes with UMC. The Debtor tapped Jackson Walker LLP as counsel. The Debtor disclosed $34,907,119 in assets and $14,934,578 in liabilities as of the Chapter 11 filing. The Official Committee of Unsecured Creditors tapped to retain Brinkman Portillo Ronk, APC as its counsel, and Singer & Levick P.C. as its co-counsel. Suzanne Koenig, the patient care ombudsman appointed in the case tapped Greenberg Traurig LLP as his counsel. EL PASO: U.S. Trustee Forms Five-Member Creditors' Committee ------------------------------------------------------------ Judy A. Robbins, U.S. Trustee for Region 7, appointed five members to serve in the Official Committee of Unsecured Creditors in the Chapter 11 case of El Paso Children's Hospital Corporation. The Committee members are: 1. Blood Systems, Inc. d/b/a United Blood Services d/b/a Bio Care Attn: Bhavi Shah 6210 E. Oak Street Scottsdale, AZ 85257 Tel: (480) 675-5653 E-mail: bshah@bloodsystems.org 2. GeneDX, Inc. Attn: Vaughn R. Klug 207 Perry Parkway Gaithersburg, MD 20877 (800) 229-5227, Ext 8286 E-mail: vklug@bioreference.com 3. MedAssets, Inc. Attn: Natalie Gray 5543 Legacy Drive Plano, TX 75024 Tel: (972) 813-2698 E-mail: ngray@medassets.com 4. Navigant Healthcare Cymetrix Corporation Attn: Monica Weed 30 S. Wacker Dr., Suite 3550 Chicago, IL 60606 Tel: (312) 573-5603 E-mail: monica.weed@navigant.com 5. Nova Biomedical Corporation Attn: Suzy E. Rosov 200 Prospect Street Waltham, MA 02454 Tel: (781) 647-3700, Ext. 547 E-mail: srosov@novabio.com The Committee has sought Court authority to retain Singer & Levick P.C. and Brinkman Portillo Ronk, APC as counsel. About El Paso Children's Hospital El Paso Children's Hospital Corporation operates the El Paso Children's Hospital, the only not-for-profit children's hospital in the El Paso region. The hospital opened its doors in February 2012, features 122 private pediatric rooms, and is located at the campus of El Paso County Hospital District dba University Medical Center of El Paso. The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 15-30784) on May 19, 2015. The case is assigned to Judge H. Christopher Mott, following disputes with UMC. The Debtor tapped Jackson Walker LLP as counsel. The Debtor disclosed $34,907,119 in assets and $14,934,578 in liabilities as of the Chapter 11 filing. The Official Committee of Unsecured Creditors tapped to retain Brinkman Portillo Ronk, APC as its counsel, and Singer & Levick P.C. as its co-counsel. Suzanne Koenig, the patient care ombudsman appointed in the case tapped Greenberg Traurig LLP as his counsel. ENERGY FUTURE: Ballots, Plan Objections Due Oct. 23 --------------------------------------------------- Judge Christopher Sontchi on Sept. 22, 2015 entered an order approving the disclosure statement explaining Energy Future Holdings Corp., et al.'s Fifth Amended Joint Plan of Reorganization, set a Nov. 3 hearing to consider confirmation of the Plan, and approved procedures for soliciting votes on the Plan. The judge set: -- Sept. 4, 2015, as the date for determining holders of claims and interests entitled to receive solicitation procedures. -- Oct. 23, 2015, at 4:00 p.m. as the deadline to submit ballots; and -- Oct. 23, 2015 at 4:00 p.m. as the deadline to submit written objections to the Plan. The hearing to consider confirmation of the Plan will commenced at 11:00 a.m. (Eastern Standard Time) on Nov. 3, 2015. The Reorganization Plan The Debtors' Plan of Reorganization, as amended, contemplates a tax-free spinoff of Texas Competitive Electric Holdings Company LLC (TCEH), and an injection of approximately $7 billion of equity capital and approximately $5 billion of debt to finance a tax-free merger of reorganized EFH Corp., which new capital would fund the payoff of E-side claims. In addition to enjoying broad support among T-side creditors, the Plan contemplates payment in full of all allowed E-side claims. In connection with consummation of the merger, Oncor would be restructured to permit the surviving company to convert to a REIT. Under the Plan, Energy Future's 80% stake in Oncor Electric Delivery Company LLC is to be taken over by a consortium of investors, including an affiliate of Hunt Consolidated Inc., Anchorage Capital Group, Arrowgrass Capital Partners, BlackRock, Centerbridge Partners, the Blackstone Group's GSO Capital Partners LP, Avenue Capital Group and the Teacher Retirement System of Texas. The Debtors have sought and obtained approval of a Plan Support Agreement. The PSA is a key element of the comprehensive settlement reached between the Debtors and the key TCEH creditors, who are parties to the PSA. The PSA may be terminated if the Plan is not confirmed (at least orally) by Jan. 15, 2016. On Aug. 10, 2015, the Debtors filed a motion to approve a Settlement Agreement that includes a global settlement and release of litigation claims. The settlement removes the cloud of potential litigation that has loomed over the Chapter 11 cases for the past year and a half, and is a condition of confirmation of the Plan. On Sept. 21, the Debtors -- after negotiations with various creditor groups and third parties regarding the Debtors' plan of reorganization -- filed a fifth amended joint plan of reorganization and a disclosure statement for the Fifth Amended Plan. The Plan superseded the fourth amended joint plan that were filed by the Debtors on Sept. 18, 2015. The September Disclosure Statement contains or discusses certain projections of TCEH's financial performance for fiscal years 2015 through 2020 and certain projections of Oncor's financial performance for fiscal years 2015 through 2022, which are the same projections that were included in the August Disclosure Statement that was filed on Aug. 10, 2015. Copies of the Fifth Amended Plan and September Disclosure Statement are available for free at: http://is.gd/Tf4yAn http://is.gd/3sCGNT 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 whilereducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their 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. ENERGY FUTURE: Hunt Seeks PUCT Approval for Sale of Oncor Stake --------------------------------------------------------------- Hunt Consolidated, Inc. on Sept. 29 disclosed that its affiliates have jointly filed an application along with Oncor Electric Delivery Company L.L.C. (Oncor) to the Public Utility Commission of Texas (PUCT). This application seeks regulatory approval for the sale of Energy Future Holdings' (EFH) current ownership stake in Oncor as part of EFH's ongoing bankruptcy proceeding. By statute, the PUCT will have 180 days to review and take action on the proposed transaction. If approved, Hunt and its consortium of investors would acquire EFH's current stake in Oncor and restructure it into a Real Estate Investment Trust (REIT), and Hunt would assume full operational control of Oncor by mid-2016. "We believe our proposed plan represents the best path forward for Oncor, its employees and the communities they serve," said Hunter L. Hunt, co-chief executive officer for Hunt Consolidated, Inc., and chief executive officer of Hunt Consolidated Energy. "We are fully committed to working closely with the PUCT Commissioners and their staff, as well as with all interested stakeholders, to ensure our proposed transaction receives a thorough, open, and transparent review over the next six months." Under the plan filed on Sept. 29 with the PUCT, Oncor would be split into two companies -- an asset company and an operating company -- for the purposes of reorganizing it into a Real Estate Investment Trust structure. First, Hunt and its consortium of investors would acquire EFH's 80 percent stake in Oncor and restructure it into an asset company, which would be a subsidiary of a REIT currently known as Ovation Acquisition I, L.L.C. (Ovation). This asset company would continue to own the physical transmission and distribution assets currently owned by Oncor, including substations, transmission and distribution towers and poles, wire conductors, and other assorted components and equipment. The newly restructured asset company would be owned by the consortium of investors and managed by Hunt. Second, a new operating company would be created and would keep the Oncor name, with its headquarters remaining in Oncor's existing office in Dallas, Texas. It would be responsible for the day-to-day operation, maintenance, and construction of Oncor's existing system. Oncor's existing management team, its employees, and its operating assets would transfer to this operating company, which would be owned and controlled by the Hunt family through Shary Holdings, L.L.C., the same entity that owns Sharyland Utilities (the Hunt family's other regulated electric utility in Texas). The newly restructured asset company would lease the transmission and distribution assets to Oncor, who would operate the system on the REIT's behalf. Hunt has successfully operated this REIT structure in the Texas electric utility market since December 2009. Benefits of this proposed transaction include: -- Provides a quicker and more efficient solution to EFH's current bankruptcy proceedings. -- Ensures that operational control of Oncor remains in Dallas, Texas, where it belongs. -- Plans to keep Oncor's existing management and personnel in place. -- Commits there would be no change in rates or service for Oncor customers due to this transaction. -- Maintains Oncor's current plan with a renewed commitment for capital investment. -- Maintains a "ring fence" around Oncor. -- Significantly reduces debt currently located above Oncor. -- Provides benefits of having both a privately-held operator and greater access to various forms of capital. Would be implemented under the current statutory and regulatory framework within Texas, where all interested stakeholders would be able to participate in an open and transparent review. This application was filed under PUCT Docket No. 45188, Joint Report and Application of Oncor Electric Deliver Company, L.L.C., Ovation Acquisition I, L.L.C., Ovation Acquisition II, L.L.C., and Shary Holdings, L.L.C. for Regulatory Approvals Pursuant to PURA 14.101, 37.154, 39.262(l)-(m), and 39.915. About Hunt Consolidated, Inc. (HCI) Hunt Consolidated, Inc. -- http://www.huntconsolidated.com-- is a diversified holding company for a privately-owned group of entities based in Dallas, Texas, and managed by the Ray L. Hunt family. These entities are engaged in oil and gas exploration and production, refining, power, real estate, ranching and private equity investments. Hunt Consolidated Energy, a subsidiary of HCI, is the holding company for HCI's energy activities. Ray L. Hunt is Executive Chairman of HCI, and Hunter L. Hunt and Chris Kleinert each serve as co-CEO of HCI. About Consortium of Investors In addition to Hunt, the consortium members include current creditors of EFH and its subsidiaries who are investing more than $7 billion of additional equity as part of the transaction. Additional members of the consortium include Anchorage Capital Group, L.L.C., Arrowgrass Capital Partners, Avenue Capital Group, BlackRock, Centerbridge Partners, L.P., GSO Capital Partners, L.P., and the Teacher Retirement System of Texas. 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. ENERGY OILFIELD: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Energy Oilfield Services LLC 15425 North Freeway, Ste 140 Houston, TX 77090 Case No.: 15-35003 Chapter 11 Petition Date: September 25, 2015 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Letitia Z. Paul Debtor's Counsel: Reese W Baker, Esq. BAKER & ASSOCIATES 5151 Katy Freeway, Ste 200 Houston, TX 77007 Tel: 713-869-9200 Fax: 713-869-9100 Email: courtdocs@bakerassociates.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Carl T. Mitchell, president. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ PlainsCapital Bank Loan $1,581,017 PlainsCapital Bank Line of Credit $1,081,439 PlainsCapital Bank Loan $195,725 Fluid Systems Inc. Unsecured Debt $174,389 Dynamic Oilfield Services Unsecured Debt $163,452 Rig Site Rental Unsecured Debt $156,371 D&D Power Unsecured Debt $123,136 Kubco Decanter Services Inc Unsecured Debt $119,166 Genesis Services Inc Unsecured Debt $117,806 Kirby-Smith Unsecured Debt $61,761 Chris Burns Welding Unsecured Debt $57,619 McAnear Machinery Unsecured Debt $46,633 Mays Welding Service Inc. Unsecured Debt $40,670 Lightning Oilfield Services Unsecured Debt $30,653 BCR Services, LLC Unsecured Debt $30,420 Advanced Solids Control LLC Unsecured Debt $23,923 GreySun Rental Services Unsecured Debt $21,495 CenTex Centrifuge Rentals Unsecured Debt $20,651 Ford Credit Loan $32,971 Screen Logix Unsecured Debt $18,683 ENERGY TRANSFER: Fitch Puts 'BB' Ratings on Watch Positive ---------------------------------------------------------- Fitch Ratings has placed Energy Transfer Equity, LP's (ETE) ratings on Rating Watch Positive following the announcement that it would merge with Williams Companies (WMB; 'BBB-', Rating Watch Negative) in a $37.7 billion transaction including the assumption of $4.2 billion of WMB debt. The transaction is expected to be funded by a combination of $6.05 billion in cash, generated from a new debt offering, and equity in a newly created up-C corporation Energy Transfer Corp LP (ETC). The transaction is expected to close in the first half of 2016, subject to WMB stockholder vote and receipt of regulatory approvals; no ETE unitholder vote is required. Fitch believes the merger of WMB is positive for ETE. It should benefit from the acquisition of WMB and its controlling ownership interest in Williams Partners, LP (WPZ; 'BBB', /Rating Watch Negative) and WPZ's operating pipelines. The combined ETE/WMB group of companies will become the largest energy infrastructure group in the U.S. It will have a significant amount of geographic diversity, as well as, an advantageous focus on the Northeastern U.S. where there is significant demand for midstream service solutions. The combined family should create greater scale and cash flow diversity including increased cash flows from higher rated subsidiaries up to ETE. From an operational standpoint, Fitch believes WMB's and WPZ's addition to the ETE family of partnerships will have many strategic positives. Generally, bigger is better in the master limited space (MLP) space and the size, scale, and geographic and business line diversity that a combination of WMB with the ETE family would create could provide a significant opportunity for benefits on projects and existing assets from all the affiliated entities, as well as operational and financial synergies. From a financial perspective, Fitch expects ETE's cash flow to diversify and increase, as WPZ limited partner and general partner incentive distributions will become the largest provider of cash flow to ETE. WPZ is expected to make up roughly 54% of ETE's cash flow in 2015 pro forma for the transaction. Absent the transaction, Energy Transfer Partners, LP (ETP; 'BBB-'/Stable Outlook), a lower-rated entity compared to WPZ, was expected to make up 74% of ETE's cash flows. This shift should provide modest credit uplift to ETE's credit profile provided WPZ continues to be managed to 'BBB' business risk profile and credit metrics. Pro forma for the transaction, management expects 2015 cash distributions from subsidiaries of roughly $3.9 billion, which has the potential to grow significantly through 2018 as WMB, ETP, Sunoco Logistics, LP (SXL; 'BBB'/Stable Outlook) and Sunoco, LP (SUN; 'BB'/Stable Outlook) all work through heavy growth-capital spending backlogs. Management also expects to achieve a fair amount of synergies from the transaction. The resolution of the Rating Watch will be determined at or near merger closing. The expected ratings action will ultimately be determined by the credit profiles of ETE's underlying operating partnerships, capital funding and distribution plans at the partnerships and at ETE, and cash flow expectations at ETE in support of its leverage. Fitch would expect ETE to strive to maintain or improve current ratings profiles at each of its operating subsidiary partnerships and to reduce stand-alone parent company leverage in order to achieve a positive rating action. WMB is expected to become a co-obligor on ETE's notes and ETE is expected to become a co-obligor on WMB's notes at merger close. Fitch would equalize the ratings of WMB and ETE upon merger close. KEY RATING DRIVERS Increased Scale and Diversity: Recent mergers and growth projects at and among ETE's subsidiaries have resulted in a larger, more diversified, and generally stronger family of Energy Transfer companies. Pro-forma for the WMB merger the Energy Transfer group is expected to become the largest energy infrastructure company which should offer increased advantages of scale and the potential for a fair amount of synergy savings. Additionally, on a consolidated basis, the percentage of contractually supported fee-based margins has gradually increased and will continue to rise pro-forma for the WMB merger as WPZ's gross margin profile is over 80% fixed fee. ETE should benefit from the slightly improved credit profile of its subsidiaries though it remains structurally subordinate to a significant amount of subsidiary debt. Pro-forma for the merger with WMB, the percentage of cash flows up to ETE from its underlying subsidiaries coming from BBB rated entities is expected to increase, with WPZ (BBB/ RWN) expected to become the largest provider of cash distributions up to the combined ETE/WMB. Continued Growth at Partnerships: Cash flow up to ETE is expected to grow significantly over the next several years as it partnerships work through large organic capital spending backlogs. Current board approved projects at the ETE family of partnerships and the WMB family is over $50 billion. These projects are largely contracted for and should provide solid returns even in the current commodity price environment, which should drive increased distributions up to ETE. Leverage Metrics Expected to Improve: ETE's adjusted debt-EBITDA, which measures ETE parent company debt against distributions it receives from its affiliates less ETE specific general and administrative expenses, was 4.3x at the end of 2014. Standalone leverage at ETE is expected to be maintained in the 3.0x to 4.0x range pro-forma for the acquisition for 2016, but improve to below 3.0x in 2017. Fitch had previously listed that a material weakening in leverage metrics beyond 4.5x could result in a negative rating action and continues to believe this to be appropriate. However, with the increased percentage of cash flow received by ETE coming from higher rated entities Fitch believes that expectations for sustained leverage on a standalone below 3.0x would be catalyst for a positive rating action provided more than 50% of cash distributions are coming from subsidiaries rated 'BBB' or better. Fitch has typically maintained a 0-to-2 notch difference in IDRs between parent and subsidiaries MLPs in cases where subsidiaries MLPs have had stronger credit profiles than their ultimate parent company. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- WTI oil price that trends up from $50/barrel in 2015 to $60/barrel in 2016 and a long-term price of $75/barrel; and Henry Hub gas that trends up from $3/mcf in 2015 to $3.25/mcf in 2016 and a long-term price of $4.50/mcf consistent with Fitch's published Base Case commodity price deck; -- Moderate revenue growth on existing assets at subsidiaries; -- Distribution growth at subsidiaries based on public guidance; -- Balanced funding of projected growth capital spending at subsidiaries with both debt and equity funding of growth capital spending and acquisitions aimed at maintain leverage and coverage metric profiles consistent with current ratings. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- ETE parent company debt to EBITDA maintained below 3.0x provided the majority of distributions up from subsidiaries are coming from 'BBB' rated subsidiaries; -- Improving credit profiles at underlying partnerships. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Increasing ETE parent company leverage above 4.5x; -- Weakening credit profiles or negative ratings actions at underlying partnerships. Fitch would seek to maintain a one to two notch separation between ETE and the entities providing the majority of the cash needed to support ETE's structurally subordinated debt. LIQUIDITY Liquidity is Adequate: ETE has access to a $1.5 billion secured revolving credit facility that matures in December 2018. ETE's operating affiliates have significant operating flexibility with adequate liquidity and the ability to fund their planned growth with capital market transactions. Potential uses of the revolver include: funding stock buybacks, future acquisitions, and to initiate organic growth projects not financed at the MLPs. Pro forma for the transaction maturities remain highly manageable with the combined ETE/WMB having no significant debt maturities until 2018. Approximately $230 million was drawn under ETE's revolver as of June 30, 2014 leaving $1.27 billion in availability. The revolver capacity was increased to $1.5 billion (from $1.2 billion) in February 2015. The ETE revolver and term loans have two financial covenants: a maximum leverage ratio of 6.0x to 1.0x; 7.0x to 1.0x during a specified acquisition period and fixed charge coverage ratio of 1.5x to 1.0x. ETE notes, term loan and credit facility are secured by a first priority interest in all tangible and intangible assets of ETE, including its ownership interests in ETP. ETE was in compliance with all of its covenants as of June 30, 2015. Pro-forma for the transaction ETE is expected to be well within compliance of its covenants. FULL LIST OF RATING ACTIONS Fitch has placed the following ratings on Rating Watch Positive: Energy Transfer Equity, L.P. -- Issuer Default Rating (IDR) at 'BB'; -- Secured senior notes at BB+'; -- Secured term loan at 'BB+'; -- Secured revolving credit facility at 'BB+'. ENERGY TRANSFER: S&P Affirms 'BB' CCR, Placed on CreditWatch Pos. ----------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB' corporate credit rating and other ratings on U.S. midstream energy master limited partnership (MLP) Energy Transfer Equity L.P. (ETE) and placed them on CreditWatch with positive implications after the company announced an agreement to purchase The Williams Cos. Inc. (WMB) for $38 billion. The '4' recovery rating on the senior secured debt is unchanged (the '4' indicates "average" recovery [30% to 50%; higher end of the range] if a default occurs). S&P also affirmed its ratings on WMB, Williams Partners L.P. (WPZ), Northwest Pipeline LLC, and Transcontinental Gas Pipe Line Co. LLC and removed the ratings from CreditWatch with developing implications, where S&P placed them on June 22, 2015. S&P is revising the recovery rating on WMB to '4' from '3'. The outlook on the ratings is stable. The ratings action reflects S&P's expectation that the pro forma weighted average stand-alone credit profile (SACP) of distributions received from ETE's MLPs improves to 'bbb' from 'bbb-'. S&P expects to raise ETE's corporate credit rating to 'BB+' and maintain the two-notch downward revision from the revised SACP at close. The ratings difference between ETE and the underlying entities reflects the structural subordination of ETE's debt relative to the underlying cash flows, and takes into consideration S&P's views on the underlying cash flow stability of ETE's subsidiaries, the risk of distributions being halted, and the level of debt at ETE itself. Several credit factors influence ETE's corporate credit rating. S&P's assessment of ETE's cash flow diversity remains positive. In S&P's view, the combination adds impressive scale and diversity to the Energy Transfer franchise. WPZ's assets more than double gathering and processing throughput and increase natural gas pipeline mileage to 104,000. In S&P's view, the pro forma footprint allows for many organic growth opportunities, particularly related to the buildout of liquids infrastructure in the Northeast and potential expansions of the Transcontinental, Northwest, and Transwestern pipelines. ETE's assets will continue to consist solely of its general partner and limited partner interests. In S&P's view, it do not consider the default characteristics of the underlying MLPs and the Lake Charles LNG regasification facility in Louisiana to be highly correlated. WPZ mainly focuses on gathering and processing and olefins production, Energy Transfer Partners L.P. (ETP) on natural gas and natural gas liquids infrastructure, Sunoco Logistics Partners L.P. on crude oil-based transportation, and Sunoco L.P. on wholesale and retail motor fuel distribution. "We expect to resolve the positive CreditWatch listing of ETE when the transaction closes in the first half of 2016. At closing, we would expect to raise the rating on ETE one notch to 'BB+'," said Standard & Poor's credit analyst Nora Pickens. S&P's outlook on WMB's rating is stable, reflecting S&P's expectation that it will successfully be merged with ETE and maintain corporate credit ratings in line with ETE The stable rating outlook on WPZ and its wholly owned subsidiaries reflect S&P's view that the company will maintain adequate liquidity, fund its sizable organic spending program in a disciplined manner, and have total debt to EBITDA in the upper 4x area at year-end. S&P expects the company's leverage to improve to the low-4x area by 2016 as the company issues equity as appropriate to fund its growth initiatives and it realizes EBITDA from its growing joint ventures and various fee-based organic projects. FAIRWAY GROUP: Moody's Lowers CFR to Caa1, Outlook Negative ----------------------------------------------------------- Moody's Investors Service downgraded Fairway Group Acquisition Company's Corporate Family Rating to Caa1 from B3. Moody's also downgraded the rating for Fairway's $268 million senior secured term loan and $40 million senior secured revolving credit facility to Caa1 from B2. Additionally, Moody's lowered Fairway's speculative grade liquidity rating to SGL- 4 from SGL-2. The outlook is negative. The Probability of Default Rating was affirmed at Caa1-PD. "Fairway's operating performance and liquidity have deteriorated to well below our expectations as competitive store openings and increased promotional activity have resulted in lower profits and declining same store sales," Moody's Senior Analyst Mickey Chadha stated. "At the current levels of profitability and free cash flow, the company's current highly leveraged capital structure is unsustainable and we anticipate that the company will need some form of covenant relief in the next 12 months", Chadha further stated. RATINGS RATIONALE The Caa1 Corporate Family Rating reflects Fairway's continued weak operating results, small scale, weak liquidity, geographic concentration, weak credit metrics, and Moody's expectation that cash flow and profitability will continue to be strained as same store sales continue to decline and competitive pricing pressures continue. Fairway's operations are highly concentrated geographically and the combination of small scale and close proximity of its stores increase vulnerability to competitive openings. For example the Whole Foods store opening on the Upper East Side of Manhattan took market share from the company's flagship Upper East Side location. The company has also had to scale back on its aggressive expansion plans partially due to declining profitability and free cash flow Moody's believes store growth will be limited to one to two stores a year with new stores having a smaller footprint with less SKU's. In the past new store openings have also resulted in cannibalizing sales from older stores, negatively impacting same store sales. Fairway's capital structure remains highly leveraged. Moody's estimates debt to EBITDA (with Moody's standard adjustments) to be over 10.0 times. We expect credit metrics to improve only modestly in the next 12 months as new stores mature and increase their EBITDA contribution and management initiatives start to bear fruit. However, this improvement will be partially offset by margin pressure due to increased competition and promotional activity. Ratings also reflect Fairway's good market presence, attractive market niche, name recognition and strong brand equity. The two notch downgrade in the company's senior secured debt rating is due to Moody's use of a 50% recovery rate in its Loss Given Default Model as opposed to a 65% recovery rate previously used given its all bank debt capital structure. The lower recovery rate is based on the lower estimated valuation of the company as its top line and profitability growth has slowed considerably and is much lower than previously expected. Despite Moody's expectation of modest improvement in the next 12 months, EBITDA will still be significantly lower than Moody's original expectations. These ratings are downgraded: Corporate Family Rating at Caa1 from B3 $40 million senior secured revolving credit facility maturing 2017 at Caa1 (LGD3) from B2 (LGD2) $268 million senior secured term loan maturing 2018 at Caa1 (LGD3) from B2 (LGD2) This rating is lowered: Speculative Grade Liquidity rating at SGL-4 from SGL-2 This rating is affirmed: Probability of default rating at Caa1-PD The negative rating outlook reflects Moody's expectation that the company's profitability and top-line will continue to be pressured and that absent any improvement in operating performance the company will most likely need to issue equity or get some type of relief from its lenders to avoid covenant violations in the next 12 months. Ratings could be upgraded if the company's liquidity profile improves such that it is adequate, financial policies remain benign and same store sales growth is positive. Quantitatively ratings could be upgraded if the company demonstrates the ability to achieve and maintain debt/EBITDA below 7.0 times and maintain EBIT/interest above 1.0 time. Ratings could be downgraded if liquidity deteriorates, financial policies become aggressive or the company is unable to improve its operating performance and avoid covenant violations. Ratings could also be downgraded if debt/EBITDA and EBIT/interest does not demonstrate a sustained improvement from current level. Fairway is a publicly traded grocery store operator with 15 grocery stores and 4 wine stores in New York, New Jersey and Connecticut. Sterling Investment Partners owns about 48% of the company. Revenues totaled $793 million for the LTM period ending June 28, 2015. The principal methodology used in these ratings was the Global Retail Industry published in June 2011. FIRST QUANTUM: Moody's Lowers CFR to B2, Outlook Negative --------------------------------------------------------- Moody's Investors Service has downgraded by one notch the corporate family rating and the probability of default rating (PDR) of First Quantum Minerals Ltd (FQM) to B2 and B2-PD, respectively. Concurrently, the rating agency has downgraded the ratings on all of the senior unsecured notes issued by FQM to B3 from B2. The outlook on all ratings is negative. "Our downgrade of First Quantum Minerals to B2 reflects the deterioration in the company's financial profile and our expectation that their credit metrics are unlikely to realign by the end of 2016 to levels commensurate with a B1 rating, particularly with continuing concerns over the knock on impact of lower copper and nickel prices, which are unlikely to change, on the business", said Douglas Rowlings, Moody's Analyst and local market analyst for FQM. RATINGS RATIONALE Under the rating agency's revised base metal price assumptions and factoring in FQM's locked in prices for production, Moody's does not expect that these credit metrics will realign with a B1 rating by the end of 2016. On Sept. 10, 2015, Moody's revised its 2016 base price assumptions for copper to $2.35/lb from $3/lb and nickel to $4.8/lb from $6.25/lb. Capital expenditure at FQM's Cobre Panama project will continue to weigh on free cash flow generation and FQM's ability to reduce debt levels. At the same time the B2 CFR also factors in the material production exposure that FQM has to Zambia through its mines in the country. Moody's downgraded Zambia to B2 with a stable outlook, from B1 with a negative outlook on Sept. 25, 2015. Moody's is unlikely to rate FQM higher than Zambia's sovereign rating, for now, because of its heavy reliance on mining operations in the country and the strong link between operating performance and government policy. FQM's two Zambian mines, Kansanshi and Sentinel, are expected to generate in the region of 50% of total cash flow until the Cobre Panama mine in Panama (Baa2 stable) reaches full production levels in 2018. Despite these challenges, FQM's credit profile continues to benefit from a number of operational risk mitigants. The company has a natural hedge against a low copper price through its low C1 cash cost that Moody's expects will be close to lower end of 2015 guidance of $1.25-1.4/lb, which compares favorably with its copper mining peers on the global industry cost curve with an average of around $1.5/lb. The company also has a strong demonstrated track record of finding buyers for the production it supplies to the market. The Zambian government has already implemented a number of proactive measures to shore up electricity, which include adding power from alternative sources, along with accelerating start dates for new power generation capacity. This will add to grid supply and electricity distribution to FQM's Kansanshi and Sentinel mines. RATIONALE FOR THE NEGATIVE OUTLOOK The negative outlook factors in the near-term challenges that the FQM's credit profile will continue to face. These include (1) continued electricity supply uncertainty in Zambia and the impact on FQM's production levels and costs should electricity tariffs increase; (2) a weak base metal price environment where under Moody's stress price assessment of a copper price at $2.2/lb and a nickel price of $4.4/lb, FQM's B2 rating would come under pressure; and (3) uncertainty surrounding the ability to meet the 4.5x net debt/EBITDA bank covenant target in second half of 2016, where Moody's assessment of FQM's ability to meet funding needs remains reliant upon availability under its $3 billion senior revolving credit facility. A stable outlook could be considered once there is greater certainty around (1) FQM's ability to prospectively meet bank facility covenants in the second half of 2016; (2) sufficient electricity supply to both Kansanshi and Sentinel mines in Zambia with no meaningful impact on costs if electricity tariffs were to be increased; and (3) realignment of operations and capital expenditure spend to protect against a volatile low copper and nickel price environment. WHAT COULD CHANGE THE RATING -- UP/DOWN FQM's rating could be downgraded to B3 if it appeared likely that the debt to EBITDA ratio above 5x and EBIT to interest ratio below 2x would be sustained over the next 12 to 18 months and should liquidity contract. An upgrade to FQM's ratings is unlikely until such time that there material production diversification away from Zambia (B2 stable), given the linkage of operation performance operating risk profile in the country and Zambia's government policy. The principal methodology used in these ratings was Global Mining Industry published in August 2014. First Quantum Minerals Ltd (FQM), headquartered in Canada and listed on the Toronto Stock Exchange and the London Stock Exchange, is a medium size mining company with a large operation in Zambia (B2 stable), where it manages Kansanshi, a large and low-cost copper and gold deposit. FQM also operates a small copper and gold mine in Mauritania (unrated), a nickel mine in Australia (Aaa stable), a copper-nickel and copper-zinc mine in Finland (Aaa negative), a copper mine in Spain (Baa2 positive) and another one in Turkey (Baa3 negative). FQM has an 80% interest in Cobre Panama one of the world's largest copper deposits in Panama (Baa2 stable). For the last 12 months ended 30 June 2015 FQM reported revenues of $2.966 billion and EBITDA of $998.8 million. The Local Market analyst for this rating is Douglas Rowlings, 971.4.237.9543. FORBES ENERGY: Moody's Lowers CFR to Caa1, Outlook Negative ----------------------------------------------------------- Moody's Investors Service downgraded Forbes Energy Services Ltd.'s Corporate Family Rating to Caa1 from B3, its senior unsecured notes rating to Caa2 from Caa1, and affirmed its SGL-3 Speculative Grade Liquidity Rating. The outlook was changed to negative from stable. "The downgrade reflects Forbes' elevated leverage metrics and weak interest coverage," said John Thieroff, Moody's VP-Senior Analyst. "While Forbes has a measure of flexibility due to its low maintenance capital spending requirements, we expect weak demand for oilfield services to continue through 2016 and Forbes' cash flow metrics to remain pressured." Issuer: Forbes Energy Services Ltd. Ratings Downgraded: Corporate Family Rating, Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Senior Unsecured Notes Rating, Downgraded to Caa2 (LGD4) from Caa1 (LGD4) Ratings Affirmed: Speculative Grade Liquidity Rating, affirmed SGL-3 Outlook Actions: Outlook Changed to Negative from Stable RATINGS RATIONALE The Caa1 Corporate Family Rating reflects Forbes' modest cash flow generation, driven by declining demand from upstream exploration & production (E&P) companies, and elevated financial leverage. A pronounced protracted downturn in oil prices since late 2014 and the resulting diminished demand for its services has materially weakened Forbes' credit metrics. While ratings benefit from the company's low maintenance capital requirements, Forbes' small scale and operational concentration in the Eagle Ford and Permian basins are limiting factors. Although considerable cuts to spending and G&A have helped Forbes preserve liquidity and somewhat limit margin erosion, the steep decline in utilization rates and the pricing of Forbes services has led to a steep decline in EBITDA. Demand for services is expected to remain weak with dim prospects for material cash flow improvement flow through 2016, given our assumption of a WTI price of $52 per barrel for 2016. As a result, adjusted EBITDA to interest coverage is likely to remain below 1.5x through at least 2016, with debt to EBITDA approaching 9.0x. Despite weak cash flow, we expect Forbes to internally fund maintenance level capital spending in 2016, augmented by cash from the balance sheet. The SGL-3 Speculative Grade Liquidity Rating reflects Moody's view of adequate liquidity through 2016. At June 30, Forbes had $75 million of balance sheet cash and $55 million of availability under their secured borrowing base revolving credit facility, net of $7.6 million posted letters of credit. The facility contains two springing covenants, which become effective if utilization exceeds $76.5 million. If initiated, the covenants would require maintenance of a fixed charge ratio greater than 1x, and a secured debt leverage ratio under 2.5x. While Moody's expects that Forbes will not be able to fully comply with these covenants through 2016, Forbes is not expected to utilize the facility to the extent the covenants would become effective. The credit facility matures July 2018. The Caa2 unsecured notes rating reflect the subordination of the notes to Forbes' senior secured revolving credit facility's priority claim to company assets, causing them to be rated one notch below the Caa1 CFR under Moody's Loss Given Default Methodology. The negative outlook reflects Moody's concern about the weak operating environment we expect for Forbes to face in 2016 and the weak cash flow generation that results. A ratings downgrade is likely if liquidity falls below $50 million. While unlikely in 2016, an upgrade could be considered if interest coverage improves to above 2x and leverage is reduced to under 4.5x for a sustained period. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in December 2014. FRED FULLER: Fine-Tunes Plan Disclosure Statement ------------------------------------------------- Fred Fuller Oil & Propane Co., Inc., on Sept. 18 made minor amendments to the disclosure statement that explains a reorganization plan that allows Frederick Fuller will retain ownership of the company. According to the Amended Disclosure Statement, the Plan nominates the following persons to be the initial members of the Oversight Committee: (1) the Chairman of the Committee, George LeCours, (2) Senior Ass't. Attorney General, Peter C.L. Roth or another person designated by the New Hampshire Attorney General, and (3) Peter Tamposi, Esq. or a third person to be designated by the Confirmation Order. Attorney Tamposi may be paid $200 per hour for advice given to the Oversight Committee in his professional capacity. Under the Plan, the Debtor, acting by and through the Plan Administrator, Jeffrey T. Varsalone, in consultation with an Oversight Committee will pay the dividends due creditors holding allowed claims through what is sometimes called a Pot Plan. The Plan Administrator will pay allowed claims on a Class by Class in a series of distributions from the Available Funds from time to time strictly in accordance with this order of preference and priority or waterfall: (i) first and second, Class 1, the non-professional administrative expense claims (estimated at $137,000, and Class 2, the Professional administrative expense claims (estimated at $175,000), which classes are pari passu with respect to each other, (ii) third, Class 3, the priority employee benefit claims (estimated at $24,000), (iii) the priority consumer deposit claims (estimated at $174,000 to $459,000), (iv) fourth, Class 5, the general unsecured claims (estimated at a maximum of $7,025,000), (v) fifth, the subordinated claims (estimated at a maximum of $8,669,000), and (vi) sixth, the equity interests class. No dividends will be paid to any Class until those due the senior Class have been paid in full. Entry of the Confirmation Order also means approval of Jeffrey T. Varsalone, the current CRO, to serve as the Plan Administrator. Following Confirmation, the Debtor will be owned by Frederick Fuller subject to the terms of the Plan, which will be administered by the Debtor in consultation with the Oversight Committee. A copy of the First Amended Disclosure Statement filed Sept. 18, 2015 is available for free at: http://bankrupt.com/misc/Fred_Fuller_1st_Am_DS.pdf Reservation of Rights The State of New Hampshire, by its attorneys, the Office of the Attorney General, informs the Court that it would object to the Debtor's First Amended Disclosure Statement Dated September 18, 2015 for a number of reasons, some of which have been discussed with Debtor's counsel. The State reserves its right to make any and all objections to the proposed Disclosure Statement once proper notice thereof has been given. About Fred Fuller Oil Hudson, New Hampshire-based Fred Fuller Oil & Propane Co., Inc., the largest heating oil company in the state, serving about 30,000 New Hampshire customers. It sought Chapter 11 protection (Bankr. D. N.H. Case No. 14-12188) in Manchester, New Hampshire, on Nov. 10, 2014, without stating a reason. It estimated $10 million to $50 million in assets and debt. The Nov. 10, 2014 court filing shows that the Debtor has about $13.5 million in debts. Jeremy Blackman at Concord Monitor reports that the Debtor owes more than $276,000 to Harvard Pilgrim Health Care and nearly $94,000 to the city of Laconia and the towns of Hudson, Milford and Northfield. According to Concord Monitor, the bankruptcy case was initially filed on Nov. 10 under Chapter 7, but that has since been terminated and replaced with a Chapter 11 restructuring proposal. William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester, serves as counsel to the Debtor. Fredrick J. Fuller, the president, signed the bankruptcy petition. On Feb. 12, 2015, the Office of the United States Trustee appointed an Official Committee of Unsecured Creditors. The Committee selected Brinkman Portillo Ronk, APC, as its counsel with Deming Law Office acting "of counsel." FTS INTERNATIONAL: S&P Affirms 'B-' CCR & Revises Outlook to Neg. ----------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B-' corporate credit rating Fort Worth, Texas-based oilfield services provider FTS International Inc. (FTSI) and revised the outlook to negative from stable. At the same time, S&P affirmed the 'CCC+' issue-level ratings on FTSI's term loan due 2021 and senior secured notes due 2022. The recovery ratings on these debt instruments remain '5', indicating modest (10% to 30%; higher end of range) recovery to creditors if a payment default occurs. S&P also affirmed the 'B+' issue-level rating and '1' recovery rating on the company's $350 million senior secured floating-rate notes. The '1' recovery rating reflects our estimate of very high (90% to 100%) recovery to creditors if a default occurs. "The outlook revision reflects our view of depressed market conditions in the oilfield services industry as a result of the protracted slump in oil prices and our expectation of reduced exploration and production capital spending in 2016," said Standard & Poor's credit analyst Christine Besset. Similar to many of its peers, FTSI'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, and S&P believes that activity levels and prices will remain weak through 2016. S&P now expects EBITDA to be negative in 2015, and it forecasts debt measures to remain very weak in 2016, with funds from operations to debt below 10% and debt to EBITDA in excess of 10x. In addition, although FTSI's liquidity position is currently "strong", liquidity could deteriorate beyond S&P's expectations if the company's cash flows fall below its current forecasts. Nevertheless, FTSI has taken steps to cut costs, which might mitigate the negative impact of falling activity levels and prices. "We base our corporate credit rating on our assessment of FTSI's "vulnerable" business risk and "highly leveraged" financial risk profiles, as defined in our criteria. The company is one of the top three fracturing service providers in the U.S. Fracturing (or fracking) services are primarily pressure-pumping services provided to oil and gas exploration and production companies as part of well completion and are subject to a high degree of demand and price volatility. FTSI is particularly vulnerable to changes in demand because it relies solely on this single product line within the oilfield services industry. About 25% of FTSI's assets are working in the Northeast, about 25% in South Texas, 20% in the Permian Basin, and the remainder in other basins," S&P said. The negative outlook reflects S&P's view that due to challenging market conditions, FTSI's leverage could approach levels S&P views as unsustainable in 2016 and liquidity could deteriorate unless the company can further reduce costs. S&P could lower the rating if it viewed debt leverage as unsustainable or liquidity deteriorated such that S&P viewed it as "less than adequate". S&P could revise the outlook to stable if FTSI can generate annual EBITDA in excess of $150 million on a sustained basis and maintain adequate liquidity for a sustained period. Such a scenario would most likely incorporate a recovery in commodity prices. GARLOCK SEALING: Time to Remove Actions Extended to March 31, 2016 ------------------------------------------------------------------ U.S. Bankruptcy Judge Craig Whitley has granted the motion of Garlock Sealing Technologies LLC to enlarge the time within which they may file notices of removal of related proceedings through March 31, 2016. The Debtors have not determined whether to remove any prepetition actions which may be subject to removal. The number of prepetition actions which may be subject to removal are numerous, and the necessity of their removal cannot be assessed at the moment. The parties' efforts have largely been devoted first to an estimation proceeding and now to plan confirmation proceedings. It would be premature to attempt to conclusively identify any specific prepetition actions that should be removed. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in their Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-counsel. Judge George Hodges of the United States Bankruptcy Court for the Western District of North Carolina on Jan. 10, 2014, entered an order estimating the liability for present and future mesothelioma claims against Garlock Sealing at $125 million, consistent with the positions GST put forth at trial. GAS-MART USA: BMC Group Approved as Claims Agent ------------------------------------------------ Gas-Mart USA, Inc. and its debtor-affiliates sought and obtained permission from the U.S. Bankruptcy Court for the Western District of Missouri to employ BMC Group, Inc. as claims, noticing and solicitation agent of the Bankruptcy Court retroactive to the July 2, 2015 petition date. The Debtors anticipate that BMC may perform the following services as Claims, Noticing and Solicitation Agent, at the request of the Debtors or the Clerk's Office: The Debtors anticipate that BMC may perform the following services as Claims, Noticing and Solicitation Agent, at the request of the Debtors or the Clerk's Office: (a) prepare and serve those notices required in these Cases, including but not limited to: - notice of the claims bar dates; - notices of objections to claims; - notices of any hearings on a disclosure statement and confirmation of a plan of reorganization; and - such other miscellaneous documents as the Debtors or the Court may deem necessary or appropriate for an orderly administration of these Cases; (b) receive, record and maintain copies of all proofs of claim and proofs of interest filed in these Cases; (c) maintain official claims registers in these cases by docketing all proofs of claim and proofs of interest in a claims database that includes the following information for each such claim or interest asserted: - the name and address of the claimant or interest holder and any agent thereof, if the proof of claim or proof of interest was filed by an agent; - the date the proof of claim or proof of interest was received by the Claims, Noticing and Solicitation Agent and/or the Court; - the claim number assigned to the proof of claim or proof of interest; and - the asserted amount and classification of the claims; (d) maintain an up-to-date mailing list for all entities that have filed proofs of claim, proofs of interest and/or requests for notices in these Cases and make such list available upon request to the Clerk's Office or any party- in-interest; (e) implement necessary security measures to ensure the completeness and integrity of the claims registers; (f) record all transfers of claims pursuant to Bankruptcy Rule 3001(e) and provide notice of such transfers as required by Bankruptcy Rule 3001(e), if directed to do so by the Court; (g) assist the Debtors and their counsel with the administrative management, reconciliation and resolution of claims; (h) print, mail and tabulate ballots for purposes of plan voting; (i) assist with the preparation and maintenance of Debtors' Schedules of Assets and Liabilities, Statements of Financial Affairs and other master lists and databases of creditors, assets and liabilities; (j) assist with the production of reports, exhibits and schedules of information or use by the Debtors, their counsel or to be delivered the Court, the Clerk's Office, the Office of the U.S. Trustee or third parties; (k) provide other technical and document management services of a similar nature requested by Debtors, their counsel or the Clerk's office; (l) facilitate or perform plan distributions; and (m) assist the Debtors with all analyses and/or collections of avoidance actions pursuant to Chapter 5 of the Bankruptcy Code. BMC will also be reimbursed for reasonable out-of-pocket expenses incurred. Tinamarie Feil, co-founder and the President of Client Services of BMC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. BMC can be reached at: Tinamarie Feil BMC Group, Inc. 259 W. 30th St., Ste 401 New York, NY 10001 Tel: (206) 499-2169 Fax: (206) 374-2727 E-mail: tfeil@bmcgroup.com About Gas-Mart Gas-Mart USA, Inc., Aving-Rice, LLC, Fran Transport & Oil Company, and G&G Enterprises, LLC, sought Chapter 11 bankruptcy protection (Bankr. W.D. Mo. Lead Case No. 15-41915) in Kansas City, Missouri, on July 2, 2015. Gas-Mart and Aving-Rice own and operate gasoline station/conveniences stores ("C-Stores"). With locations in Iowa, Illinois, Indiana, Nebraska, and Wisconsin, Gas-Mart and Aving Rice operate 22 and 20 stores, respectively, as of the Petition Date. G&G owns and leases ATM's to the 42 Gas-Mart and Aving-Rice locations as well as certain ConocoPhillips locations in the greater Kansas City Area. Fran is a fuel hauling business located in and serving Kansas City. Judge Arthur B. Federman presides over the Chapter 11 cases. The Debtors tapped Stinson Leonard Street LLP as attorneys; Polsinelli PC as special counsel; Brown & Ruprecht, PC as conflicts counsel; and Frank Wendt as special conflicts counsel. The Debtors' Chapter 11 plan and disclosure statement are due Oct. 30, 2015. Gas-Mart estimated $10 million to $50 million in assets and debt. In July, Daniel Casamatta, acting U.S. trustee, appointed seven creditors to serve on Gas-Mart's official committee of unsecured creditors. The committee is represented by Freeborn & Peters LLP, in Chicago, Illinois. GAS-MART USA: Court Okays Freeborn & Peters as Committee Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Gas-Mart USA, Inc. and its debtor-affiliates sought and obtained permission from the U.S. Bankruptcy Court for the Western District of Missouri to retain Freeborn & Peters LLP as counsel to the Committee, effective July 15, 2015. The Committee requires Freeborn & Peters to: (a) advise the Committee on all legal issues as they arise; (b) advise the Committee on all motions and pleadings filed by the Debtors and other parties-in-interest and responding to the same; (c) represent and advise the Committee regarding the terms of any sale of assets or plan of reorganization or liquidation and assisting the Committee in negotiations with the Debtors and other parties; (d) investigate the Debtors' assets and pre-bankruptcy conduct; (e) analyze the perfection and priority of the liens of the Debtors' secured creditors; (f) prepare, on behalf of the Committee, all necessary motions, applications, pleadings, reports, responses, objections, and other papers; (g) represent and advise the Committee in all proceedings in this case; (h) assist and advise the Committee in its administration; and (i) provide such other services as are customarily provided by counsel to a creditors' committee in cases of this kind. Freeborn & Peters will be paid at these hourly rates: Richard S. Lauter, Partner $615 Shelly A. DeRousse, Partner $400 Devon J. Eggert, Partner $370 Elizabeth L. Janczak, Associate $290 Senior Partners $615 New Associates $250 Paraprofessional $200-$280 Freeborn & Peters will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard S. Lauter, partner of Freeborn & Peters, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Freeborn & Peters can be reached at: Richard S. Lauter, Esq. FREEBORN & PETERS LLP 311 South Wacker Drive, Ste 3000 Chicago, IL 60606-6677 Tel: (312) 360-6000 Fax: (312) 360-6520 About Gas-Mart Gas-Mart USA, Inc., Aving-Rice, LLC, Fran Transport & Oil Company, and G&G Enterprises, LLC, sought Chapter 11 bankruptcy protection (Bankr. W.D. Mo. Lead Case No. 15-41915) in Kansas City, Missouri, on July 2, 2015. Gas-Mart and Aving-Rice own and operate gasoline station/conveniences stores ("C-Stores"). With locations in Iowa, Illinois, Indiana, Nebraska, and Wisconsin, Gas-Mart and Aving Rice operate 22 and 20 stores, respectively, as of the Petition Date. G&G owns and leases ATM's to the 42 Gas-Mart and Aving-Rice locations as well as certain ConocoPhillips locations in the greater Kansas City Area. Fran is a fuel hauling business located in and serving Kansas City. Judge Arthur B. Federman presides over the Chapter 11 cases. The Debtors tapped Stinson Leonard Street LLP as attorneys; Polsinelli PC as special counsel; Brown & Ruprecht, PC as conflicts counsel; and Frank Wendt as special conflicts counsel. The Debtors' Chapter 11 plan and disclosure statement are due Oct. 30, 2015. Gas-Mart estimated $10 million to $50 million in assets and debt. In July, Daniel Casamatta, acting U.S. trustee, appointed seven creditors to serve on Gas-Mart's official committee of unsecured creditors. The committee is represented by Freeborn & Peters LLP, in Chicago, Illinois. GLEACHER & CO: Makes 3rd Liquidating Distribution to Stockholders ----------------------------------------------------------------- Gleacher & Company, Inc. on Sept. 28 disclosed that the Board has determined to make a third liquidating distribution to Company stockholders in the amount of $4.00 per share of the Company's common stock (approximately $24.7 million in the aggregate). The record date for this distribution is October 12, 2015. The Company anticipates that the payment date will be on or about October 23, 2015. Total liquidating distributions, including this third distribution, since the filing of the Company's Certificate of Dissolution in July 2014 amount to $8.55 per share of the Company's common stock (approximately $52.9 million in the aggregate). Gleacher & Company, Inc. -- http://www.gleacher.com/-- is a dissolved corporation under the laws of the State of Delaware. GOODRICH PETROLEUM: Moody's Lowers CFR to Caa3, Outlook Negative ---------------------------------------------------------------- Moody's Investors Service downgraded Goodrich Petroleum Corporation's Corporate Family Rating to Caa3 from Caa1 and revised the Probability of Default Rating (PDR) to Caa3-PD/LD from Caa1-PD. Moody's also downgraded Goodrich's senior unsecured notes to Ca from Caa2, and preferred debt to C from Caa3. Speculative Grade Liquidity Rating was changed to SGL-4 from SGL-3. The rating outlook remains negative. Moody's considers Goodrich's debt exchanges announced in September, 2015 as distressed exchanges for its senior unsecured debt (both senior notes and convertible notes). A distressed exchange is effectively a default under Moody's definition of default. On Sept. 25, 2015, the company announced exchange of $158.2 million of rated senior notes (out of the total $275 million originally issued) due 2019 for $75 million of new second lien notes due 2018. On Sept. 8, 2015, it closed a transaction to exchange $55 million of unrated convertible notes due 2032 (out of the roughly $175 million total convertible notes issued) for $27.5 million of new convertible notes due 2032. Goodrich may seek to consummate further exchanges as it seeks to manage its untenable capital structure. Moody's appended Goodrich's revised Caa3-PD PDR with an "/LD" designation indicating limited default, which will be removed after three business days. RATINGS RATIONALE Goodrich's Caa3 CFR reflects its high financial leverage despite the debt exchange, very modest production scale and proved reserve scale, early stage and higher cost operations in the Tuscaloosa Marine Shale, and expectation of negative free cash flow even with a drastically reduced capex program. Goodrich's debt-to-average daily production metric is roughly $80,000 per barrel of oil equivalent (boe) per day. Goodrich's rating also reflects the elevated risk that the company will find it difficult to grow out of its levered capital structure as reduced capital expenditures in 2015-16 and lower commodity prices will impact production and EBITDA. However, the CFR also recognizes the approximately $116 million of proceeds from the sale of Eagle Ford acreage which was partly used to repay borrowings under its senior secured revolving credit facility, and some debt reduction through exchanges. The senior unsecured notes are rated Ca, one notch below Goodrich's Caa3 CFR, reflecting their effective subordination to the senior secured notes and senior secured revolver under Moody's Loss Given Default Methodology. The C preferred stock rating reflects the size of both the secured debt's and senior unsecured notes' priority claims relative to the preferred stock, resulting in the preferred stock being rated two notches beneath the Caa3 CFR. Goodrich has weak liquidity, as indicated by the SGL-4 Speculative Grade Liquidity rating. Although the company will have $75 million undrawn under its borrowing base revolver following the close of the debt exchange announced on September 25 and expected to close on Oct. 1, 2015, Goodrich could generate negative cash flows during the remainder of 2015 and in 2016 as the commodity prices remain weak. The availability under the revolver is expected to decline due to the expected usage. In addition, the company has three financial covenants: minimum current ratio of 1x, minimum EBITDAX/cash interest of 2x, and maximum secured debt/EBITDAX of 2.5x. The company is likely to violate the covenants in 2016 as the trailing EBITDA number continues to reduce. With the majority of Goodrich's assets pledged as security under the credit facility, the company's ability to raise additional liquidity through asset sales and joint ventures may be limited in a depressed commodity price environment. The negative outlook reflects our assumption that leverage will remain at high levels, and further debt exchanges are likely to happen. The rating could be downgraded if asset value further erodes or the company initiates a much broader debt restructuring, e.g. bankruptcy. For consideration of an upgrade, Goodrich would need to substantially reduce financial leverage. In addition, it would need to improve operating performance and liquidity such that Retained Cash Flow to Debt approaches 5% and interest coverage is sustained above 1.5x. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. Goodrich Petroleum Corporation's is an independent exploration and production company headquartered in Houston, Texas. GRANITE DELLS: Court Enters Final Decree Closing Chapter 11 Case ---------------------------------------------------------------- The Hon. Eddward P. Ballinger Jr., of the U.S. Bankruptcy Court for the District of Arizona entered a final decree closing th Chapter 11 case of Granite Dells Ranch Holdings, LLC. As reported by The Troubled Company Reporter on Aug. 6, 2015, Arizona Eco Development LLC, as liquidating agent and assignee of the dissolved debtor asked the Court to close the Chapter 11 case and grant a final decree. As of July 29, 2015, GDRH, by and through AED and the Liquidation Board, has completed all obligations under the Plan, and GDRH has no further distributions to make under the Plan. Donald L. Gaffney, Esq., at Snell & Wilmer L.L.P., in Phoenix, Arizona, asserted that a final decree is appropriate because (1) the Confirmation Order is final; (2) all Estate assets have been transferred pursuant to the Plan; (3) GDRH has been dissolved; (4) all Claims litigation has been fully and finally resolved; (5) GDRH's Estate Causes of Action against the Cavan Group have been settled; (6) all distributions under the Plan have been made; and (7) all motions, contested matters and adversary proceedings in the Bankruptcy Case have been resolved. Leaving the Bankruptcy Case open would needlessly increase administrative expenses, Mr. Gaffney further asserted. About Granite Dells Ranch Holdings Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962) in Phoenix on March 13, 2012. Judge Redfield T. Baum PCT Sr. oversees the case. The Debtor is represented by Alan A. Meda, Esq., at Stinson Morrison Hecker LLP. The Debtor disclosed $2.22 million in assets and $157 million in liabilities as of the Chapter 11 filing. Cavan Management Services, LLC is the Debtor's manager. David Cavan, member of the firm, signed the Chapter 11 petition. Arizona ECO Development LLC, which acquired a $83.2 million 2006 loan by the Debtor, is represented by Snell & Wilmer L.L.P. The resolution authorizing the Debtor's bankruptcy filing says the Company is commencing legal actions against Stuart Swanson, AED, and related entities relating to the purchase by Mr. Swanson of a promissory note payable by the Company to the parties that sold a certain property to the Company. According to Law 360, AED sued Granite Dells on March 6 asking the Arizona court to appoint a receiver. Arizona ECO is foreclosing on a secured loan backed by 15,000 acres of Arizona land. The United States Trustee said that an official committee has not been appointed in the bankruptcy case of Granite Dells because an insufficient number of unsecured creditors have expressed interest in serving on a committee. GREEN TREE: SSG Capital Advisors Was Investment Banker in Sale -------------------------------------------------------------- SSG Capital Advisors, LLC acted as the investment banker to Green Tree School & Services in the sale of all of its outstanding stock and its real estate to affiliates of Salisbury Management, Inc. The real estate transaction closed in June 2015 and the stock transaction closed in August 2015. Green Tree is a non-profit organization that provides education and therapeutic clinical support to children and young adults ages 3-21 who are diagnosed with autism spectrum disorder or with severe emotional disturbance. The Organization was founded in 1957 and serves over 350 children annually on-site at its Philadelphia facility or in schools throughout the region, primarily in Philadelphia County. Green Tree receives revenue directly from school districts, other government-funded organizations and from third-party insurance payers so families do not pay tuition or any fees for services. In 2011, in response to the increased demand for services and faced with facilities that were outdated, Green Tree decided to consolidate operations to one location. In order to fund the construction of a new building, the Organization entered into an agreement with a regional bank for a significant construction loan and utilized a large portion of its reserve fund. While Green Tree's operating cash flow at the time was sufficient to service its debt, its senior management team led by CEO Patricia Wellenbach and COO Julie Alleman, hired in 2013, uncovered a variety of organizational, billing and operational problems. The new management team addressed these issues expeditiously and a number of initiatives were implemented to improve operations and ensure that Green Tree was capable of continuing its mission. However, in the fall of 2014 Community Behavioral Health, which funds the Organization's behavioral health services, announced a major region-wide change that mandated additional staff resources be devoted to the core behavioral health program, decreased the authorization approvals for services and unilaterally decreased the reimbursable rate for the program. The combination of these changes severely impacted Green Tree's liquidity and ability to service its debt on a standalone basis. As a result, management and the board decided to assess other options to help support the Organization. SSG was retained by Green Tree in January 2015 to evaluate strategic alternatives. In addition to contacting a number of potential lenders to attempt to refinance the debt, SSG also conducted a comprehensive marketing process to non-profit and for-profit organizations to determine if there was an interest in creating a partnership. While multiple organizations engaged in discussions regarding an affiliation or acquisition, the ultimate party chosen was Salisbury, a Baltimore based behavioral health and special education organization with operations throughout Pennsylvania and Ohio. SSG's experience in identifying buyers and running a thorough sale process enabled key stakeholders to maximize value while preserving the legacy of Green Tree with its long history of providing services to special needs children in the Philadelphia area. Other professionals who worked on the transaction include: * James M. Matour, Stephen J. Harmelin, Richard L. Fox, Jennifer P. Snyder and Catherine G. Pappas of Dilworth Paxson LLP, counsel to Green Tree School * Leo J. Pound of Pound Consulting Inc., financial advisor to Green Tree School * Brian P. Tierney and Aimee Tysarczyk of Brian Communications, public relations advisor to Green Tree School * Michael J. O'Donoghue of Wisler Pearlstine, LLP, counsel to Salisbury Management, Inc.; and * Scott M. Esterbrook and Brian M. Schenker of Reed Smith LLP, counsel to Green Tree's Lender. About SSG Capital Advisors, LLC SSG Capital Advisors is an independent boutique investment bank that assists middle-market companies and their stakeholders in completing special situation transactions. It provides clients with comprehensive investment banking services in the areas of mergers and acquisitions, private placements, financial restructurings, valuations, litigation and strategic advisory. SSG has a proven track record of closing over 250 transactions in North America and Europe and is a leader in the industry. SSG Capital Advisors, LLC (Member FINRA, SIPC) is a wholly owned broker dealer of SSG Holdings, LLC. SSG is a registered trademark for SSG Capital Advisors, LLC. SSG provides investment banking, restructuring advisory, merger, acquisition and divestiture services, private placement services and valuation opinions. HEI INC: Admin. Claims, Final Fee Applications Deadline Set ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota on Sept. 23, 2015, entered an order confirming HEI, Inc.'s Chapter 11 Plan dated June 3, 2015. The order provided that all applications for award of compensation or expenses to a trustee, examiner, attorney or other professional person, and all other requests to order payment of an administrative expense, will be made by motion and will be served and filed within 30 days after the date of the Plan Confirmation Order (Oct. 23). All objections to claims, except objections to administrative expense claims or objections arising solely under 11 U.S.C. Sec. 502(d), will be made by motion under Local Rule 3007-1, and will be served and filed within 90 days after the Effective Date of the plan, or 30 days after the claim is filed, whichever is later. Any claim objections arising solely under 11 U.S.C. Sec. 502(d) are not subject to the 90 day deadline and may be pursued through an adversary proceeding asserting an avoidance claim. HEI, which made microelectronics, has sold its assets in bankruptcy. The Debtor sold its facility in Victoria, Minnesota, to Industrial Asset Corp. and Maynards Industries Inc. for $1.88 million. It sold its other facility, located in Tempe, Arizona, to Cochlear Manufacturing Corp. for $2.55 million. The Debtor's contemplates the liquidation of remaining assets by a liquidating agent. The liquidating agent will distributes proceeds to creditors in accordance with the terms of the Plan. About HEI Inc. HEI, Inc., an electronic manufacturing service provider, filed a Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 15-40009) in Minneapolis, Minnesota, on Jan. 4, 2015, listing $15 million in assets. It is represented by James L. Baillie, Esq., James C. Brand, Esq. and Sarah M. Olson, Esq. at Fredrikson & Byron, P.A. in Minneapolis, MN; Alliance Management as business and financial consultant; and Winthrop & Weinstine, P.A., as special counsel. The case is assigned to Judge Kathleen H. Sanberg. On Jan. 9, 2015, the Office of the United States Trustee appointed an Official Committee of Unsecured Creditors comprised of: (a) Teamvantage Molding LLC; (b) Watson-Marlow, Inc.; and (c) the Vergent Products. The United States Trustee has designated Cathy Longtin of Teamvantage Molding LLC as acting chairperson, and the Committee selected Ms. Longtin as permanent chairperson. HUNTER MILL: John T. Donelan Authorized to Perform Legal Services ----------------------------------------------------------------- The Hon. Brian F. Kennedy of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized Hunter Mill West, L.C., to employ John T. Donelan and the Law Office of John T. Donelan as counsel. The firm will perform legal services for the Debtor as necessary to assist the Debtor in carrying out its duties, with compensation to be determined by future order of the Court. On July 2, 2015, the Debtor paid a retainer of $25,000. Counsel will charge the Debtor at his usual and customary hourly rate of $450 and his associate at his usual and customary hourly rate of $200 per hour for bankruptcy services rendered and will seek the reimbursement of all out-of-pocket expenses incurred. The firm may receive post petition retainers from cash collateral or otherwise; however, the firm's charges and work will be subject to review by the Court and other interested parties at all times. To the best of the Debtor's knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John T. Donelan, Esq. LAW OFFICE OT JOHN T. DONELAN 125 S. Royal Street Alexandria, VA 22314 Tel: (703) 684-7555 E-mail: donelanlaw@gmail.com Vienna, Virginia-based Hunter Mill West, L.C., filed for Chapter 11 protection (Bankr. E.D. Va. Case No. 15-12305) on July 2, 2015. The petition was signed by John M. Thoburn, managing member. The Hon. Brian F. Kenney presides over the case. John T. Donelan, Esq., at the Law Office of John T. Donelan represents the Debtor in its restructuring effort. The Debtor estimated assets and debts at $10 million to $50 million. HUNTER MILL: Managing Member Designated as Responsible Person ------------------------------------------------------------- The Hon. Brian F. Kennedy of the U.S. Bankruptcy Court for the Eastern District of Virginia designated John Thoburn, managing member of Hunter Mill West, L.C., to perform the duties imposed upon the debtor by the Bankruptcy Code. The designation will remain in effect during the entire pendency of the case until altered by order of the Court. Vienna, Virginia-based Hunter Mill West, L.C., filed for Chapter 11 protection (Bankr. E.D. Va. Case No. 15-12305) on July 2, 2015. The petition was signed by John M. Thoburn, managing member. The Hon. Brian F. Kenney presides over the case. John T. Donelan, Esq., at the Law Office of John T. Donelan represents the Debtor in its restructuring effort. The Debtor estimated assets and debts at $10 million to $50 million. HYPNOTIC TAXI: Joshua Rizack Named Chief Restructuring Officer -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York authorized Hypnotic Taxi LLC, et al., to: (i) employ The Rising Group Consulting, Inc., to provide Debtors with a chief restructuring officer and additional personnel; and (ii) designate Joshua Rizack as CRO effective as of the Petition Date. TRGC and Mr. Rizack is expected to, among other things: a. assume the role of CRO to oversee and manage Client Group during the pendency of its case; b. advise, assist and direct the Debtors in the operation of their business; c. direct the preparation of operating reports in the case as required by applicable bankruptcy rules and US Trustee Guidelines. Pursuant to the terms of the engagement letter, the Debtors agreed to compensate TRGC with a flat fee of $9,750 per week for the first 12 weeks of the cases. Thereafter, the Debtors agreed to compensate TRGC at Mr. Rizack's hourly rate of $400 and additional personnel, if needed, at $300 per hour. On July 21, 2015, TRGC received a retainer from the Debtors in the amount of $39,000. To the best of the Debtors' knowledge, Mr. Rizack and TRGC are a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Hypnotic Taxi Hypnotic Taxi LLC and 21 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 15-43300) on July 22, 2015. The petition was signed by Evgeny Freidman as sole and managing member. Klestadt Winters Jureller Southard & Stevens LLP serves as the Debtors' counsel. Judge Carla E. Craig presides over the case. The Debtors each own either two or three medallions issued by the New York City Taxi and Limousine Commission that permit taxi services to be performed by the Debtors. Hypnotic Taxi LLC disclosed total assets of $1,941,314 and total liabilities of $2,825,401 as of the Petition Date. The U.S. Trustee for Region 2 appointed three creditors to serve on the official committee of unsecured creditors. HYPNOTIC TAXI: Klestadt Winters OK'd as General Bankruptcy Counsel ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of New York authorized Hypnotic Taxi LLC, et al., to employ Klestadt Winters Jureller Southard & Stevens, LLP, as general bankruptcy counsel nunc pro tunc to July 22, 2015. Fred Stevens, Esq. at KWJSS told the Court that the firm received a retainer deposit from Philadelphia Taxi Management LLC, an entity owned in whole or in part by Evgeny Freidman, the sole-owner of the stock or membership interests in the Debtors. On July 17, PTM advanced $75,000 on account of services to be rendered and expenses incurred in connection with the contemplated Chapter 11 filing for the Debtors. In addition, KWJSS received a payment from PTM in the amount of $39,491 on account of filing fees for the 22 debtors. Just prior to filing the Petition, KWJSS drew on its retainer to pay for all prepetition services and pay the filing fees associated with the cases. The remaining retainer balance after payment for prepetition services and filing fees is $47,479. To the best of the Debtors' knowledge, KWJSS is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Fred Stevens, Esq. Sean C. Southard, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 570 Seventh Ave., 17th Floor New York, NY 10018 Tel: (212) 972-3000 Fax: (212) 972-2245 E-mails: fstevens@klestadt.com ssouthard@klestadt.com About Hypnotic Taxi Hypnotic Taxi LLC and 21 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 15-43300) on July 22, 2015. The petition was signed by Evgeny Freidman as sole and managing member. Klestadt Winters Jureller Southard & Stevens LLP serves as the Debtors' counsel. Judge Carla E. Craig presides over the case. The Debtors each own either two or three medallions issued by the New York City Taxi and Limousine Commission that permit taxi services to be performed by the Debtors. Hypnotic Taxi LLC disclosed total assets of $1,941,314 and total liabilities of $2,825,401 as of the Petition Date. The U.S. Trustee for Region 2 appointed three creditors to serve on the official committee of unsecured creditors. INTERNATIONAL BRIDGE: Hires Robert Steffy as Guam Accountant ------------------------------------------------------------ International Bridge Corporation seeks authorization from the U.S. Bankruptcy Court for the District of Kansas to employ Robert J. Steffy as Guam accountant. The Debtor requires Mr. Steffy to prepare the Debtor's 2014 Federal and State income tax returns. Mr. Steffy will charge the Debtor $200 per hour in connection with its representation of the Debtor in the Bankruptcy proceeding, and estimates fees and expenses necessary to prepare the Debtor's 2014 Federal and State tax returns at $1,250. Mr. Steffy assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Int'l Bridge Corp. International Bridge Corporation, a contractor for government projects in the South Pacific and Guam, sought Chapter 11 protection (Bankr. D. Kan. Case No. 15-20951) in Kansas City on May 7, 2015. Robert Toelkes, the sole shareholder and manager, signed the petition. The Debtor disclosed total assets of $17.4 million and total debts of $27.4 million. The case is assigned to Judge Robert D. Berger. The Debtor tapped Stevens & Brand, LLP, as its counsel. Foulston Siefkin, LLP, serves as the Debtor's special litigation counsel. Robert G. Nath, PLLC, represents the Debtor as special tax counsel. IVERSON GENETIC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Iverson Genetic Diagnostics, Inc. 2939 Pacific Drive Norcross, GA 30071 Case No.: 15-51332 Chapter 11 Petition Date: September 25, 2015 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Hon. Bruce T. Beesley Debtor's Counsel: Alan R Smith, Esq. THE LAW OFFICES OF ALAN R. SMITH 505 Ridge St Reno, NV 89501 Tel: (775) 786-4579 Email: mail@asmithlaw.com Total Assets: $993,135 Total Liabilities: $5.7 million The petition was signed by T. Lee Brown, director. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ TRIMGEN CORPORATION Goods/Services $1,468,979 PIONEER CREDIT RECOVERY, INC. Collection Health $916,247 & Human Services X-GENE INC. Goods/Services $615,560 GARVEY SCHUBERT BARER Goods/Services $322,283 LIFE TECHNOLOGIES CORPORATION Goods/Services $215,067 AVEE LABORATORIES, INC. Goods/Services $130,000 AXIO RESEARCH, LLC Goods/Services $126,631 JEFF NYWEIDE Goods/Services $112,500 TIP CAPITAL Goods/Services $107,995 MINTZ, LEVIN, COHN, ETC. Goods/Services $106,567 MEDSOURCE, LLC Goods/Services $88,335 INSTITUTE FOR SYSTEMS BIOLOGY Goods/Services $82,998 BURRILL & COMPANY Goods/Services $74,229 LAW OFFICES OF MORTON TAUBMAN Goods/Services $72,800 FRANCISCAN RESEARCH CENTER Goods/Services $54,148 STOEL RIVES, LLP Goods/Services $44,537 NEBRASKA HEART INSTITUTE Goods/Services $40,206 TRACTUS ASIA LIMITED Goods/Services $40,145 INFOCLINIKA, INC. Goods/Services $40,000 SARASOTA MEMORIAL HOSPITAL Goods/Services $39,545 LINCOLN PAPER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Lincoln Paper and Tissue, LLC 50 Katahdin Avenue P.O. Box 490 Lincoln, ME 04457 Case No.: 15-10715 Type of Business: Manufacturer of white tissue Chapter 11 Petition Date: September 28, 2015 Court: United States Bankruptcy Court District of Maine (Bangor) Judge: Hon. Peter G. Cary Debtor's Counsel: D. Sam Anderson, Esq. BERNSTEIN SHUR SAWYER & NELSON, P.A. 100 Middle St., West Tower Portland, ME 04101 Tel: (207) 774-1200 Fax: (207) 774-1127 Email: sanderson@bernsteinshur.com - and - Timothy J. McKeon, Esq. BERNSTEIN SHUR SAWYER & NELSON, P.A. 100 Middle Street Portland, ME 04101 Tel: (207) 228-7117 Fax: (207) 774-1127 Email: tmckeon@bernsteinshur.com Debtor's SPINGLASS MANAGEMENT GROUP Financial Advisor: Debtor's SSG CAPITAL ADVISORS, LLC Investment Banker: Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Keith Van Scotter, president and CEO. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Constellation Newenergy Utility $1,000,380 P.O. Box 25230 Lehigh Valley, PA 18002-5230 Greenville Colorants Trade Debt $752,308 50 Page Road Clifton, NJ 07012 AV Terrace Bay Inc. Trade Debt $464,733 21 Mill Road Terrace Bay, ON POT 2WO Sibley Transportation Trade Debt $418,194 P.O. Box 1874 Bangor, ME 04402-1874 Woodland Pulp, LLC Trade Debt $373,541 Attn: Andrew Then 144 Main Street Baileyville, ME. 04694-0000 Ekman & Co., Inc. Trade Debt $344,396 8750 Nw 36 St. Ste. 400 Miami, FL 33178 Solenis Trade Debt $311,827 500 Hercules Road Wilmington, Delaware 19808-0000 H.C. Haynes, Inc. Trade Debt $309,845 P.O. Box 96 Winn. ME 04495 Hub Group Trade Debt $162,061 P.O. Box 532083 Atlanta, GA 30353-2083 Bangor Gas Company, LLC Utility $131,563 Sonoco Products Company Trade Debt $124,036 Axchem Usa, Inc. Trade Debt $123,152 Treasurer - State of Maine Taxes $114,225 AFCO Premium Credit LLC Trade Debt $88,079 Shell Energy North America Trade Debt $72,916 (US), L.P. Xpedx Trade Debt $72,687 Honeywell International Trade Debt $71,134 Timberland Trucking Co., Inc. Trade Debt $68,792 Hartt Transportation Trade Debt $61,718 Weavexx Trade Debt $56,031 LINCOLN PAPER: Files for Chapter 11 Bankruptcy, To Seek Buyer ------------------------------------------------------------- Lincoln Paper and Tissue, LLC, filed for Chapter 11 bankruptcy protection with the intention of selling all of its assets as soon as possible. Lincoln Paper's primary assets include its real estate, machinery, equipment, inventory and accounts receivable. The white tissue manufacturer began to sustain cash losses in 2013 as a result of a significant destruction to its pulp mill recovery boiler due to an explosion which resulted to its closure. The idling of the pulp mill forced the Company to reconfigure several processes and layoff 185 mill workers. The Company said insurance proceeds were not enough to rebuild the boiler and as a consequence the Company now purchases all of its pulp from third parties. According to the Company, its cash flow situation worsened in 2014 as the tissue paper market began to experience contraction and energy costs continued to increase. Late last month, the Debtor received a letter from Siena Lending Group LLC alleging its default under the terms of prepetition loan documents with principal amount outstanding of $4.3 million as of the Petition Date. Lincoln Paper also said it is obligated under a collective bargaining agreement with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union to fund significant labor obligations. "[T]he combination of these issues caused cash flow problems that have greatly hindered Lincoln's ability to operate as a going concern," said Keith Van Scotter, president and chief executive office of Lincoln Paper. The Company said an out-of-court restructuring with its current condition would be difficult to achieve. The Finance Authority of Maine holds a secured debt of $950,000, as of the Petition Date under the Economic Recovery Loan Program Loan Agreement dated as of Dec. 9, 2014. Contractors Fastco Corporation and Sullivan and Merritt Constructors, Inc., have asserted liens in connection with various services provided to Lincoln Paper prior to the Petition Date. Fastco asserts that it is owed approximately $337,000 while Sullivan asserts that it is owed approximately $1.1 million. The Debtor listed Constellation Newenergy as its largest unsecured creditor holding a $1 million utility claim. Concurrently with the filing of the bankruptcy petition, the Company is seeking authority obtain up to $6.6 million in debtor-in-possession financing from Siena to fund general operating expenses during the pendency of its case and to operate its business going forward. The Company is also asking Court permission to pay employee obligations and continue using its existing cash management system. About Lincoln Paper and Tissue Lincoln Paper and Tissue, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Maine Case No. 15-10715) on Sept. 28, 2015. Keith Van Scotter, the president and CEO, signed the petition. The Debtor estimated both assets and liabilities of $10 million to $50 million. Judge Peter G. Cary is assigned to the case. The Debtor has engaged Bernstein Shur Sawyer & Nelson as counsel, Spinglass Management Group as financial advisor, and SSG Capital Advisors, LLC, as investment banker. Lincoln Paper claims to have produced 70,000 tons of tissue and 75,000 tons of specialized, high-bulk uncoated free-sheet paper. LINCOLN PAPER: Siena Lending Agrees to Provide $6.6-Mil. DIP Loan ----------------------------------------------------------------- Lincoln Paper and Tissue, LLC, seeks Bankruptcy Court authority to obtain postpetition financing of up to $6,600,000 from Siena Lending Group LLC, with the initial $4,500,000 to be made available as soon as the interim order is entered. The Debtor also seeks to utilize cash collateral of prepetition secured parties. Lincoln Paper said it needs the DIP Loan to continue to operate as a going concern and to conduct a sale of its assets. As of the Petition Date, the Debtor owed Siena approximately $4,300,000. The Company intends to grant Siena a superpriority claim and a senior security interest in substantially all of its assets. Without the DIP Loan and the ability to use cash collateral, the Debtor would likely become unable to pay general operating expenses immediately, including, without limitation, employee payroll and other benefits, rent, utilities and the various other items reflected in the Budget, says Keith Van Scotter, president and chief executive officer of Lincoln Paper. The Revolving Loans will, in part, be subject to an interest rate equivalent to Prime Rate (as defined in the DIP Credit Agreement) plus 6.0%, but not less than 9.25% (with respect to Revolving Loans against accounts receivable and inventory), and, in part, be subject to an interest rate equivalent to Prime Rate plus 7.5%, but not less than 10.75% (with respect to Revolving Loans against machinery and equipment). The Debtor emphasizes it does not have an alternative source of financing, and has been unable to obtain one on equal or better terms than the DIP Loan. The DIP Term Sheet, DIP Credit Agreement and the DIP Loan also contemplate the Debtor timely achieving the following milestones in the case: (a) Identify a stalking horse bidder reasonably acceptable to Siena on or before the Petition Date; (b) File a motion under Section 363 of the Bankruptcy Code for approval of a bidding procedures order by Oct. 13, 2015; (c) Obtain Court approval of proposed bidding procedures, and entry of an order granting those procedures by Oct. 28, 2015; (d) Obtain Court approval of a sale order by Nov. 12, 2015; and (e) Close the proposed sale by Nov. 27, 2015. Fastco Corporation and Sullivan and Merritt Constructors, Inc. have filed suit in state court against the Debtor in relation to work performed on the mill facility prior to the Petition Date. In the state court action, Sullivan is asserting a mechanic lien and seeking to prime the interests of Siena on certain assets pledged to Siena. Fastco is not seeking to prime Siena, however, it is seeking to lien property of the Debtor. Premised on these issues, Siena conditioned the DIP Loan on reaching consensual resolutions of the claims of Fastco and Sullivan. The Debtor has agreed to provide Fastco and Sullivan payments upon the closing of the DIP Loan and grant mechanic liens, provided the liens and interests are subordinated to Siena. Fastco and Sullivan have each entered into subordination agreements with Siena evidencing the subordination. Fastco asserts that it is owed approximately $336,999 while Sullivan asserts that it is owed approximately $1,120,318, both as of the Petition Date. About Lincoln Paper Lincoln Paper and Tissue, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Maine Case No. 15-10715) on Sept. 28, 2015. Keith Van Scotter, the president and CEO, signed the petition. The Debtor estimated both assets and liabilities of $10 million to $50 million. Judge Peter G. Cary is assigned to the case. The Debtor has engaged Bernstein Shur Sawyer & Nelson as counsel, Spinglass Management Group as financial advisor, and SSG Capital Advisors, LLC as investment banker. Lincoln is a manufacturer of white tissue located on approximately 350 acres of land along the Penobscot River in Lincoln, Maine. The Company claims to have produced 70,000 tons of tissue and 75,000 tons of specialized, high-bulk uncoated free-sheet paper. LOCAL CORPORATION: Court OKs Cash Collateral Use Through Nov. 30 ---------------------------------------------------------------- Local Corporation entered into a stipulation with Fast Pay Partners, LLC for the use of cash collateral through Nov. 30, 2015. The Stipulation has been approved by Judge Scott C. Clarkson of the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division. The Court had entered a final order authorizing the Debtor Local Corporation's ongoing use of the Lender Fast Pay Partners, LLC's cash collateral through and including Sept. 21, 2015. The Debtor and the Lender later reached an agreement as to the Debtor's continued use of cash collateral beyond Sept. 21. The salient terms of the agreement, among others, are: (1) Cash Collateral. The Debtor is authorized to continue to use any cash collateral of the Lender through November 30, 2015, pursuant to the terms and conditions set forth in the Final Cash Collateral Order and the cash flow budget. (2) Lender Payment. As a reduction to the balance owing to Lender, the Debtor agrees to remit $150,000 to the Lender on or before the later of: (i) the date that the order approving the Stipulation is entered, or (ii) Sept. 30, 2015. Local Corporation's attorneys can be reached at: Marc J. Winthrop, Esq. Garrick A. Hollander, Esq. Jeannie Kim, Esq. WINTHROP COUCHOT PROFESSIONAL CORPORATION 660 Newport Center Drive, Fourth Floor Newport Beach, CA 92660 Telephone: (949)720-4100 Facsimile: (949)720-4111 E-mail: mwinthrop@winthropcouchot.com ghollander@winthropcouchot.com jkim@winthropcouchot.com About Local Corporation Local Corporation, a publicly traded Delaware corporation (NASDAQ symbol LOCM), is in the business of providing search results to consumers who are searching online for local businesses, products and services. Founded in 1999, the Irvine, California-based company went public in 2004 and has been one of the fastest growing online local media businesses for a number of years, and for the past four years it has been listed by Deloitte on its Technology Fast 500. The Company's search results are provided through the Company's flagship Local.com Web site and through other proprietary Web sites, and they are also delivered to a network of over 1,600 other Web sites that rely on search syndication services to provide local search results to their own users. The Company generates revenue from ad units placed alongside its search results, which include pay-per-click, pay-per-call, and display ad units. The Company reported a net loss of $5.50 million on $83.1 million of revenue for the year ended Dec. 31, 2014, compared with a net loss of $10.4 million on $94.4 million of revenue in the prior year. The Company's balance sheet at March 31, 2015, showed $36.8 million in total assets, $25.7 million in total liabilities, and stockholders' equity of $11.2 million. Local Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 15-13153) in Santa Ana, California, on June 23, 2015. The Debtor disclosed $16,141,222 in assets and $29,519,418 in liabilities as of the Chapter 11 filing. The case is assigned to Judge Scott C. Clarkson. The Debtor tapped Winthrop Couchot as counsel. Robins Kaplan LLP represents as counsel to the Official Committee of Unsecured Creditors. LOCAL CORPORATION: Hires Haskell & White to Provide Audit Services ------------------------------------------------------------------ Local Corporation seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Haskell & White LLP to provide Audit services for the Local.com Corporation (401)k Plan, nunc pro tunc to Aug. 20, 2015. Haskell & White will be paid at these hourly rates: Partners $400-$450 Managers $250-$350 Senior and staff $150-$220 In accordance with the terms and conditions of the Post-Petition Agreement, Haskell & White has agreed to fix its fees for the Audit Services at $14,000, and expenses for travel and other reasonable, documented out-of-pocket costs necessarily incurred in connection with Haskell & White's providing of Audit Services at $200. The Proposed Compensation is inclusive of the $2,800 of services that the Firm already has provided to the Debtor, pre-petition. Patrick Ross, partner of Haskell & White, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Haskell & White can be reached at: Patrick Ross HASKELL & WHITE LLP 300 Spectrum Center Dr., #300 Irvine, CA 92618 Tel: (949) 450-6200 Fax: (949) 450-6201 About Local Corporation Local Corporation, a publicly traded Delaware corporation (NASDAQ symbol LOCM), is in the business of providing search results to consumers who are searching online for local businesses, products and services. Founded in 1999, the Irvine, California-based company went public in 2004 and has been one of the fastest growing online local media businesses for a number of years, and for the past four years it has been listed by Deloitte on its Technology Fast 500. The Company's search results are provided through the Company's flagship Local.com Web site and through other proprietary Web sites, and they are also delivered to a network of over 1,600 other Web sites that rely on search syndication services to provide local search results to their own users. The Company generates revenue from ad units placed alongside its search results, which include pay-per-click, pay-per-call, and display ad units. The Company reported a net loss of $5.50 million on $83.1 million of revenue for the year ended Dec. 31, 2014, compared with a net loss of $10.4 million on $94.4 million of revenue in the prior year. The Company's balance sheet at March 31, 2015, showed $36.8 million in total assets, $25.7 million in total liabilities, and stockholders' equity of $11.2 million. Local Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 15-13153) in Santa Ana, California, on June 23, 2015. The Debtor disclosed $16,141,222 in assets and $29,519,418 in liabilities as of the Chapter 11 filing. The case is assigned to Judge Scott C. Clarkson. The Debtor tapped Winthrop Couchot as counsel. Robins Kaplan LLP represents as counsel to the Official Committee of Unsecured Creditors. LOCAL CORPORATION: Taps Andrews Kurth as Litigation Counsel ----------------------------------------------------------- Local Corporation seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Andrews Kurth LLP as special litigation counsel, effective July 6, 2015. The Debtor required Andrews Kurth to continue to assist the Debtor in connection with the Litigation and enforcement of the Debtor's intellectual property. Andrews Kurth and the Debtor expect that Paul D. Ackerman will be the professional primarily responsible for providing the services. Andrews Kurth will be paid at these hourly rates: Paul D. Ackerman, Partner $670 Ralph Tarr, Of Counsel $525 Greg Miller, Associate $450 Ruth Conley, Paralegal $300 Andrews Kurth will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul D. Ackerman, partner of Andrews Kurth, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Andrews Kurth can be reached at: Paul D. Ackerman, Esq. Andrews Kurth LLP 450 Lexington Avenue New York, NY 10017 Tel: (212) 850-2858 Fax: (212) 813-8148 E-mail: paulackerman@andrewskurth.com About Local Corporation Local Corporation, a publicly traded Delaware corporation (NASDAQ symbol LOCM), is in the business of providing search results to consumers who are searching online for local businesses, products and services. Founded in 1999, the Irvine, California-based company went public in 2004 and has been one of the fastest growing online local media businesses for a number of years, and for the past four years it has been listed by Deloitte on its Technology Fast 500. The Company's search results are provided through the Company's flagship Local.com Web site and through other proprietary Web sites, and they are also delivered to a network of over 1,600 other Web sites that rely on search syndication services to provide local search results to their own users. The Company generates revenue from ad units placed alongside its search results, which include pay-per-click, pay-per-call, and display ad units. The Company reported a net loss of $5.50 million on $83.1 million of revenue for the year ended Dec. 31, 2014, compared with a net loss of $10.4 million on $94.4 million of revenue in the prior year. The Company's balance sheet at March 31, 2015, showed $36.8 million in total assets, $25.7 million in total liabilities, and stockholders' equity of $11.2 million. Local Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 15-13153) in Santa Ana, California, on June 23, 2015. The Debtor disclosed $16,141,222 in assets and $29,519,418 in liabilities as of the Chapter 11 filing. The case is assigned to Judge Scott C. Clarkson. The Debtor tapped Winthrop Couchot as counsel. Robins Kaplan LLP represents as counsel to the Official Committee of Unsecured Creditors. LOCAL CORPORATION: Taps BDO USA as Tax and Audit Services Provider ------------------------------------------------------------------ Local Corporation seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ BDO USA, LLP to provide tax and audit services to the Debtor, effective August 26, 2015. The Debtor requires BDO USA to: (a) provide the following tax compliance services with respect to the year ended December 31, 2014: - Form 1120 - U.S. Corporation Income Tax Return; - Form 100 - California Corporation Franchise or Income Tax Return; - Form CT-1120 - Connecticut Corporation Business Tax Return; - Form 355U - Massachusetts Excise for Taxpayers Subject to Combined Reporting; and (b) review the unaudited condensed quarterly consolidated financial statements of the Debtor, which comprise the unaudited condensed consolidated balance sheet as of June 30, 2015 and the related unaudited condensed consolidated statements of operations, and cash flows for the three and six months then ended, and the related notes to the unaudited condensed consolidated financial statements to be included in Form 10-Q to be filed with the Securities and Exchange Commission. BDO USA will be paid at these hourly rates: David Yasukochi, Tax Office Managing Partner $650 Kevin Jang, Senior Tax Director $630 Brittani Becerra-Agostino, Tax Manager $315 Tax Professionals $165-$250 Kristen McCarthy, Audit Engagement Partner $595 Jamie Mason, Audit Concurring Review Partner $595 Nanda Gopal, Audit SEC Reviewing Partner $650 Nhi Nguyen, Audit Engagement Manager $315 Audit Professionals $175-$240 BDO USA will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor and BDO USA have agreed, subject to Court approval, to the terms of BDO USA's employment as set forth in the Engagement Agreements. Specifically, BDO USA has agreed that its fee for providing tax compliance services will be based on the BDO USA's standard hourly rates, not to exceed $19,500. Based on the limited scope of tax compliance services that the Debtor requires, which BDO USA has agreed to provide, subject to Court approval, the Debtor seeks further authorization from this Court to pay to BDO USA an amount not to exceed $19,500 for tax compliance services, on a final basis, without the need for BDO USA to file with the Court a final fee application. With respect to the independent audit services that BDO USA has agreed to provide to the Debtor, BDO USA estimates that its fee will be between $45,000 and $65,000. David K. Yasukochi, tax office managing partner at BDO USA, and Kristen McCarthy audit engagement partner at BDO USA, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. BDO USA can be reached at: David Yasukochi Kristen McCarthy BDO USA, LLP 3200 Bristol Street Fourth Floor Costa Mesa, CA 92626 Tel: (714) 913-2597 Fax: (714) 957-1080 E-mail: dyasukochi@bdo.com kmccarthy@bdo.com About Local Corporation Local Corporation, a publicly traded Delaware corporation (NASDAQ symbol LOCM), is in the business of providing search results to consumers who are searching online for local businesses, products and services. Founded in 1999, the Irvine, California-based company went public in 2004 and has been one of the fastest growing online local media businesses for a number of years, and for the past four years it has been listed by Deloitte on its Technology Fast 500. The Company's search results are provided through the Company's flagship Local.com Web site and through other proprietary Web sites, and they are also delivered to a network of over 1,600 other Web sites that rely on search syndication services to provide local search results to their own users. The Company generates revenue from ad units placed alongside its search results, which include pay-per-click, pay-per-call, and display ad units. The Company reported a net loss of $5.50 million on $83.1 million of revenue for the year ended Dec. 31, 2014, compared with a net loss of $10.4 million on $94.4 million of revenue in the prior year. The Company's balance sheet at March 31, 2015, showed $36.8 million in total assets, $25.7 million in total liabilities, and stockholders' equity of $11.2 million. Local Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 15-13153) in Santa Ana, California, on June 23, 2015. The Debtor disclosed $16,141,222 in assets and $29,519,418 in liabilities as of the Chapter 11 filing. The case is assigned to Judge Scott C. Clarkson. The Debtor tapped Winthrop Couchot as counsel. Robins Kaplan LLP represents as counsel to the Official Committee of Unsecured Creditors. MALIBU ASSOCIATES: Stay Relief, Disclosure Hearing Moved to Oct. 22 ------------------------------------------------------------------- U.S. Bankruptcy Judge Deborah Saltzman has approved a stipulation between U.S. Bank National Association and Malibu Associates LLC to continue hearings on motion for relief from stay, motion to convert the case to Chapter 7 and the disclosure statement to Oct. 22, 2015, at 10:30 a.m. The deadline to file an objection to the extension of the exclusivity period for obtaining acceptances of the Plan is extended to Oct. 26, 2015. The U.S. Bank previously filed a motion to convert the Debtor's Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. The motion was opposed to by the Debtor. The Debtor filed a motion to extend exclusivity period for obtaining acceptances of the plan on Aug. 6, 2015, which was likewise opposed by the Bank. About Malibu Associates Headquartered in Malibu, California, Malibu Associates, LLC, owns the Malibu Golf Club. The club has a restaurant and clubhouse, in addition to an 18-hole golf course, on its 650-acre property in the Santa Monica Mountains. Malibu Associates sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 15-10477) in Santa Barbara, California, on March 10, 2015, disclosing $76.2 million in total assets and $47.8 million in total liabilities. Thomas Hix, managing member of the Debtor, signed the bankruptcy petition. The Debtor owns real property located at 901 Encinal Canyon Road, Malibu, California. The property secures a $46.8 million debt to U.S. Bank, National Association, which is secured by a first deed of trust on the property. The Los Angeles County Treasurer and Tax Collector is also owed $459,800, secured by a tax lien on the property. The case is assigned to Judge Deborah J. Saltzman. David L. Neale, Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles, serves as counsel to the Debtor. The Debtor previously sought bankruptcy protection on Nov. 3, 2009, in the Central District of California, San Fernando Valley Division (Case No. No. 9-24625). That case was assigned to the Honorable Maureen A. Tighe, but was later dismissed. The real property in Malibu was included in the prior filing. MET-TEC INC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Met-Tec, Inc. PO Box 176 Freeport, PA 16229 Case No.: 15-23527 Chapter 11 Petition Date: September 25, 2015 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Hon. Carlota M. Bohm Debtor's Counsel: Corey J. Sacca, Esq. BONONI & COMPANY, P.C. 20 North Pennsylvania Ave. Greensburg, PA 15601 Tel: 724-832-2499 Fax: 724-836-0370 Email: csacca@bononilaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Margaret Ellen Shotts, president. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ A&M Machining and Fab Supplier $4,870 Alternative Service, Inc. $4,170 Amada America $29,280 American Express $10,355 Dominion Gas $10,331 First National Bank Business Assets $99,996 First National Bank Business Assets $397,873 Freeport Steel Co. $12,059 Greco Gas, Inc. $18,422 Internal Revenue Service $200,000 Keystone Rustproofing $5,303 Mikam CNC $12,842 On Deck Business Assets $81,365 PA Department of Revenue $11,820 Pennsylvania Labor & Industry $25,285 PNC Visa $20,668 Precision Finishes $6,004 SigmaNest $13,015 Verizon Wireless $7,265 West Penn Power $6,902 MFM INC: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: MFM, Inc. 2482 S 3270 W West Valley City, UT 84119 Case No.: 15-29023 Chapter 11 Petition Date: September 25, 2015 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Hon. William T. Thurman Debtor's Counsel: Tyler J. Jensen, Esq. LEBARON & JENSEN, P.C. 476 West Heritage Park Blvd., Suite 230 Layton, UT 84041 Tel: (801) 773-9488 Fax: (801) 773-9489 Email: tylerjensen@lebaronjensen.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Heather Higgins, authorized individual. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. MHH INC: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: MHH, Inc. 2482 S 3270 W West Valley City, UT 84119 Case No.: 15-29024 Chapter 11 Petition Date: September 25, 2015 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Hon. Kimball Mosier Debtor's Counsel: Tyler J. Jensen, Esq. LEBARON & JENSEN, P.C. 476 West Heritage Park Blvd. Suite 230 Layton, UT 84041 Tel: (801) 773-9488 Fax: (801) 773-9489 Email: tylerjensen@lebaronjensen.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Heather Higgins, authorized individual. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. MIDWAY GOLD: FTI Consulting Approved as Financial Advisor --------------------------------------------------------- The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the District of Colorado authorized Midway Gold US Inc., et al., to employ FTI Consulting, Inc. as financial advisor and consultant. FTI is expected to: (a) prepare financial related disclosures required by the Court, including the schedules of assets and liabilities, the statement of financial affairs and monthly operating reports; (b) comply with the information and analysis requirements of the Debtors' postpetition financing arrangements; (c) develop and implement short-term cash management procedures; and (d) develop standardized financial and operational reporting processes. Pursuant to the engagement letter, on June 17, 2015, the Debtors paid to FTI funds in the amount of $150,000 that FTI holds as "cash on account" to secure the payment and reimbursement of FTI's fees and expenses and any disbursements made on behalf of the Debtors. As of the Petition Date, $98,765 of the retainer remained and will be held and applied by FTI going forward as provided for below and subject to any orders of the Court. As of the Petition Date, the Debtors have paid FTI in full for all known fees, expenses, and other disbursements incurred prior to the Petition Date. For professional services, FTI's fees are based primarily on its customary hourly rates less a 10% discount, which rates are periodically adjusted in accordance with FTI's policy. Further, FTI's monthly fees will be capped at $175,000 for the first month of its engagement and $150,000 for each month thereafter. FTI's fees in connection with this matter will be calculated by multiplying (a) the time incurred providing services, by (b) FTI's standard hourly rates, and by (c) 90%. The customary hourly rates charged by FTI professionals anticipated to be assigned to the cases are: Senior Managing Directors $800 - $975 Directors/Managing Directors $595 - $795 Consultants/Senior Consultants $315 - $575 Administrative/Paraprofessionals $125 - $250 To the best of the Debtors' knowledge, FTI is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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. NET DATA CENTERS: Seeks Dec. 21 Plan Filing Exclusivity Extension ----------------------------------------------------------------- Net Data Centers, Inc., asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, to extend its exclusivity periods for 61 days, advancing the plan filing and plan acceptance exclusivity periods to Dec. 21, 2015 and Feb. 19, 2016, respectively. The Debtor tells the Court that it is seeking a 61-day extension of exclusivity solely to resolve the plan critical issues of stabilizing post-sale cash flow and accruing rejection claims to be treated under the proposed plan. It further tells the Court that the extension seeks to retain exclusivity and the status quo, and thereby avoid the cost and expense of competing plans while fundamental case contingencies are in the process of being addressed and resolved. The Debtor's motion is scheduled for hearing on Oct. 14, 2015 at 2:00 p.m. The Debtor's attorneys can be reached at: Paul A. Beck, Esq. Lewis R. Landau, Esq. LAW OFFICES OF PAUL A. BECK, APC 13701 Riverside Drive, Suite 701 Sherman Oaks, CA 91423 Telephone: (818)501-1141 Facsimile: (818)501-1241 E-mail: pab@pablaw.org lew@landaunet.com About Net Data Centers Net Data Centers, Inc., filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 15-12690) on Feb. 23, 2015. Pervez P. Delawalla, the president & CEO, signed the petition. The Hon. Sheri Bluebond is assigned to the case. William F Govier, Esq., at Lesnick Prince & Pappas LLP, serves as counsel to the Debtor. The Debtor disclosed, in its amended schedules, $9,566,908 in assets and $13,352,373 in liabilities. In its original schedules, the Debtor disclosed $9,110,070 in assets and $5,236,687 in liabilities. The U.S. trustee appointed three creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Buchalter Nemer, APC. NEW YORK LIGHT: Wants January 2016 Plan Filing Deadline ------------------------------------------------------- New York Light Energy, LLC and its affiliated debtors ask the U.S. Bankruptcy Court for the Northern District of New York to extend the exclusive periods during which they may file a plan of reorganization, from Sept. 24, 2015 to Jan. 22, 2016, and extend their deadline to solicit acceptances of the plan from Nov. 23, 2015 to March 22, 2016. The Debtors tell the Court that they have been operating under the protection of chapter 11 for approximately three months. They relate that they have made significant progress in administering their Chapter 11 cases. They further relate that because of the size of the Debtors' businesses and the complexity of the restructuring process, they require additional time to complete the restructuring process and determine the most beneficial conclusion and exits from bankruptcy for their estates and creditors. The Debtors further tell the Court that an extension of their exclusive filing period and exclusive solicitation period is necessary to prevent the distraction and additional strain on their limited resources that would be caused if a competing chapter 11 plan were to be filed while the Debtors are determining the most favorable means of exiting bankruptcy. Creditors Committee Objection The Official Unsecured Creditors' Committee contends that the Debtors' motion for a six-month extension in exclusivity does not have any real explanation of what the Debtors are doing. The Committee submits that the Debtors' motion is based on boiler plate allegations of generalities but no specific details on how or why the Debtors will be better able to formulate a Plan in March of 2016 that it can now, and no commitment by the Debtor to reserve proceeds of the Betnr Project for unsecured creditors. The Committee relates that the Debtors have projected a cash surplus of approximately $900,000 arising from the completion of the Betnr Project. It further relates that it had consented to and supported the Debtors' Application to continue with the Betnr Project with the understanding that the proceeds thereof would be used to fund an initial 10% dividend to allowed unsecured claims. The Debtors' attorneys can be reached at: Joseph Zagraniczny, Esq. Sara C. Temes, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, New York 13202 Telephone: (315)218-8000 Facsimile: (315)218-8100 E-mail: jzagraniczny@bsk.com stemes@bsk.com About New York Light Energy Founded in 2009 and based in Latham, New York, New York Light Energy, LLC, designs and installs medium-scale solar arrays in New York State and Massachusetts. The Company has installed solar arrays on more than 180 industrial, commercial, municipal, and residential sites, with a total of over 15 megawatts of capacity to date. NYLE and its affiliates commenced Chapter 11 bankruptcy cases (Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on May 27, 2015. The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel. Judge Robert E. Littlefield Jr. is assigned to the cases. The U.S. Trustee for Region 2, appointed three creditors to serve in an Official Committee of Unsecured Creditors in the Chapter 11 cases of New York Light Energy, LLC, et al. The Committee retains Hodgson Russ LLP as its attorneys and Emerald Capital Advisors Corp. as financial advisor. NEW YORK LIGHT: Wants Until Dec. 23 to Decide on Loudon Road Lease ------------------------------------------------------------------ New York Light Energy, LLC, asks the U.S. Bankruptcy Court for the Northern District of New York, to extend its time to assume or reject a lease of non-residential real property to Dec. 23, 2015. NYLE relates that it is leasing commercial property from 942 New Loudon Road, LLC for the operation of NYLE and its affiliated Debtors' businesses. NYLE further relates that the premises is located at 839 New Loudon Rd, Latham, New York and that the lease is for a period of two years, beginning June 1, 2010. NYLE tells the Court that the Lease is integral to the Debtors' operations, and houses their administrative team and serves as their headquarters. NYLE further tells the Court that under the Lease, NYLE is responsible for paying monthly rent in the amount of $2,500 as well as all real property taxes, leasehold improvements, property insurance and common area maintenance, repairs and utility charges incurred in connection with the Lease. NYLE adds that it is current on all postpetition obligations due under the Lease. NYLE relates that the current statutory deadline for NYLE to assume or reject the Lease is Sept. 24, 2015. It contends that if it is forced to immediately make an assumption or rejection decision with respect to the Lease, it could jeopardize the Debtors' reorganization process. NYLE further contends that if it is required to immediately assume, rather than reject, the Lease, such action could create a substantial administrative claim. The Debtor's attorneys can be reached at: Joseph Zagraniczny, Esq. Sara C. Temes, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, New York 13202 Telephone: (315)218-8000 Facsimile: (315)218-8100 E-mail: jzagraniczny@bsk.com stemes@bsk.com About New York Light Energy Founded in 2009 and based in Latham, New York, New York Light Energy, LLC, designs and installs medium-scale solar arrays in New York State and Massachusetts. The Company has installed solar arrays on more than 180 industrial, commercial, municipal, and residential sites, with a total of over 15 megawatts of capacity to date. NYLE and its affiliates commenced Chapter 11 bankruptcy cases (Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on May 27, 2015. The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel. Judge Robert E. Littlefield Jr. is assigned to the cases. The U.S. Trustee for Region 2, appointed three creditors to serve in an Official Committee of Unsecured Creditors in the Chapter 11 cases of New York Light Energy, LLC, et al. The Committee retains Hodgson Russ LLP as its attorneys and Emerald Capital Advisors Corp. as financial advisor. OAKFABCO INC: Court OKs FrankGecker as Attorneys to Asbestos Panel ------------------------------------------------------------------ The Asbestos Claimants' Committee of Oakfabco, Inc. sought and obtained permission from the Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois to retain FrankGecker LLP as attorneys to the Asbestos Committee, effective August 27, 2015. The Committee requires FrankGecker to: (a) represent the Asbestos Committee in any proceedings and hearings that involve or might involve matters pertaining to the Debtor's asbestos claimants; (b) prepare on behalf of the Asbestos Committee any necessary adversary complaints, motions, Motions, orders and other legal papers relating to such matters; (c) give the Asbestos Committee legal advice with respect to its powers and duties in this case; (d) assist the Asbestos Committee in its investigation of the acts, conduct, assets and insurance, liabilities, financial condition, and operation of the Debtor's business and any other matters relevant to the case, if necessary; (e) advise the Committee with respect to the negotiation and confirmation of a plan of reorganization; (f) perform all other legal services as required. The primary attorneys anticipated to work on this engagement are Joseph D. Frank, Frances Gecker, Dwight B. Palmer, Jr., Micah R. Krohn and Reed Heiligman. FrankGecker will also be reimbursed for reasonable out-of-pocket expenses incurred. Frances Gecker, partner of FrankGecker, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. FrankGecker can be reached at: Frances Gecker, Esq. FRANKGECKER LLP 325 North LaSalle Street, Suite 625 Chicago, Illinois 60654 Tel: (312) 276-1400 Fax: (312) 276-0035 E-mail: fgecker@fgllp.com About Oakfabco, Inc. Oakfabco, Inc, formerly known as Kewanee Boiler Corporation, has not manufactured boilers since 1988 when it sold its Kewanee boiler business in an 11 U.S.C. Section 363 sale to Coppus Engineering Corporation. In early 2009, it sold all of its remaining assets. The Debtor has no employees, and, Frederick W. Stein is the Debtor's sole officer and director. The Debtor's sole remaining asset is its insurance, and it has no known liabilities other than asbestos claims. In January 1970, Kewanee Boiler Corp, then a newly-formed Illinois Corporation, acquired the assets and debt of American Standard, Inc.'s commercial boiler manufacturing division known as "Kewanee Boiler." The boilers manufactured and sold by Kewanee Boiler were insulated with asbestos. Oakfabco sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-27062) on Aug. 7, 2015, to resolve its remaining asbestos claims. Reed Smith LLP serves as counsel to the Debtor. The Debtor estimated $10 million to $50 million in assets and debt. OAS FINANCE: Provisional Relief in Effect on BVI Proceeding ----------------------------------------------------------- U.S. Bankruptcy Judge Stuart Bernstein has ordered that his provisional relief order in the Chapter 15 case of OAS Finance Limited will continue in full force and effect until such time as the court issues a ruling on the petitioners' request for recognition of the BVI Proceeding. As reported in the Troubled Company Reported on May 20, 2015, Marcus Allender Wide and Mark T. McDonald, in their capacities as joint provisional liquidators of OAS Finance Limited, filed a Chapter 15 bankruptcy petition for OAS Finance in New York to: (i) facilitate OAS Finance's provisional liquidation proceeding, which is pending before the Eastern Caribbean Supreme Court, High Court of Justice Commercial Division, British Virgin Islands, prevent attachment of OAS Finance's United States assets (to the extent they exist), (ii) protect OAS Finance's rights and claims in the United States, and (iii) obtain information that will allow them to properly protect the interests of OAS Finance and its creditors and maximize value. Prior to the commencement of the BVI Proceeding, OAS Finance was (and remains) subject to bankruptcy proceedings in Brazil. Renato Fermiano Tavares, a purported foreign representative of those Brazilian proceedings, commenced Chapter 15 cases in the UnitedStates on behalf of the Brazilian Proceeding of OAS Finance and certain of its affiliates. Through the Tavares Chapter 15 Cases, Tavares obtained a limited provisional stay, which halted certain creditor attachment activities with respect to the assets of OAS Finance that are located in the territorial jurisdiction of the United States. On April 16, 2015, one day after the Tavares Chapter 15 Cases were commenced, and at the behest of creditors, the BVI Court issued an order placing OAS Finance into provisional liquidation and appointing Messrs. Wide and McDonald as OAS Finance's joint provisional liquidators. In their role as OAS Finance's joint provisional liquidators, and pending the conversion of the BVI Proceeding into a full liquidation proceeding, Messrs. Wide and McDonald's paramount responsibility is to protect OAS Finance's assets and the interests of OAS Finance's creditors, and to conduct the investigations required to identify the assets, rights, claims, and other interests that accrue to the benefit of OAS Finance's creditors. Their appointment automatically divested OAS Finance's directors, and Tavares whom those directors appointed, of all authority to act for, or cause actions to be taken on behalf of, OAS Finance. Messrs. Wide and McDonald have therefore filed a notice of withdrawal of the petition in the OAS Finance Tavares Chapter 15 case, and have commenced this case in its place. To ensure that their withdrawal of that petition does not expose OAS Finance's United States assets to further attachment risk, Messrs. Wide and McDonald are seeking provisional relief in the form of a substantively identical stay to that imposed in the Tavares Chapter 15 Cases, extending through June 23, 2014 at 10:00 a.m. About OAS Finance The OAS Group is among the largest and most experienced infrastructure companies in Brazil, focusing on heavy engineering and equity investments in infrastructure projects located in and outside Brazil and abroad for both public and private clients. The OAS Group provides services in 22 countries in Latin America, the Caribbean and Africa. OAS Finance, a member of the OAS Group, is special purpose vehicle, the sole purpose of which was to raise financing through the international capital markets to be loaned to other members of the OAS Group. Based in Sao Paulo, Brazil, OAS S.A. is the holding company at the apex of the OAS Group. Its share capital is divided between CMP Participacoes Ltda. (owned by Mr. Cesar de Araujo Mata Pires), which has a 90% stake, and LP Participacoes e Engenharia Ltda (owned by Mr. Jose Adelmario Pinheiro Filho, which has a 10% stake. Amid an investigation into alleged corruption and money laundering, and missed interest payments, OAS S.A. and its affiliates Construtora OAS S.A., OAS Investments GmbH, and OAS Finance Limited on March 31, 2015, commenced judicial reorganization proceedings before the First Specialized Bankruptcy Court of Sao Paulo pursuant to Federal Law No. 11.101 of February 9, 2005 of the laws of the Federative Republic of Brazil. On April 1, 2015, the Brazilian Court entered an order approving the continuation of the joint reorganization proceedings for the Debtors. On April 15, 2015, OAS S.A., et al., filed Chapter 15 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 15-10937) in Manhattan, in the United States to seek U.S. recognition of the Brazilian proceedings. Renato Fermiano Tavares, as foreign representative, signed the petitions. The cases are assigned to Judge Stuart M. Bernstein. White & Case, LLP, serves as counsel in the U.S. cases. OAS S.A. listed at least US$1 billion in assets and liabilities. On April 16, 2015, at the behest of a group of creditors, the Eastern Caribbean Supreme Court, High Court of Justice Commercial Division, British Virgin Islands, issued an order placing OAS Finance into provisional liquidation and appointing Marcus Allender Wide and Mark T. McDonald as OAS Finance's joint provisional liquidators. Messrs. Wide and McDonald on May 18, 2015, submitted a Chapter 15 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-11304) in Manhattan to seek U.S. recognition of the BVI proceeding. Andrew Rosenblatt, Esq., at Chadbourne & Parke LLP, serve as counsel in the new U.S. case. OAS Finance is estimated to have US$500 million to US$1 billion in assets and debt. PAGAN & PINTADO: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Pagan & Pintado Inc. Mendez Vigo 110 East Mayaguez, PR 00680 Case No.: 15-07415 Nature of Business: Health Care Chapter 11 Petition Date: September 25, 2015 Court: United States Bankruptcy Court District of Puerto Rico (Ponce) Debtor's Counsel: Armando Lamourt Rodriguez, Esq. LAMOURT & RIOS LAW FIRM PO BOX 236 Mayaguez, PR 00681-0236 Tel: (787) 632-6241 Email: alamourt@yahoo.com Total Assets: $62,725 Total Liabilities: $143,474 The petition was signed by Samuel Vazquez Gonazalez, authorized individual. List of Debtor's eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ UMECO $54,612 INTERNAL REVENUE SERVICE $36,000 AXISCARE HEALTH LOGISTIC INC $13,696 DEPARTAMENTO DE TRABAJO Y RECURSOS HUMAN $13,500 CARDINAL HEALTH PR $12,941 CRIM $6,700 MUNICIPIO DE MAYAGUEZ $4,300 THE JOINT COMMISSION $1,725 PEANUT CORP: Former Managers Face Sentencing in Salmonella Case --------------------------------------------------------------- The Associated Press reported that two former managers of Georgia peanut plant, Peanut Corp. of America, who were star witnesses who helped convict their old boss in the company's salmonella case, are now facing the prospect of going to prison themselves. According to the report, Sammy Lightsey and Danny Kilgore are scheduled to return on Oct. 1 to a U.S. district court for sentencing by the same judge who sent their ex-employer, former Peanut Corp. owner Stewart Parnell, to prison for 28 years. As previously reported by The Troubled Company Reporter, citing The Wall Street Journal, Mr. Parnell was sentenced to 28 years in prison on Sept. 21 for presiding over a cover-up that led to a deadly salmonella outbreak, marking what legal experts believe to be the most severe punishment yet in a U.S. food-safety case. According to the Journal, a U.S. district judge in Albany, Ga., sentenced Mr. Parnell after a jury found him guilty last year on dozens of felony counts, including conspiracy to conceal that many of the company's products were contaminated with salmonella. The prison sentence -- believed to be by far the harshest ever levied in a food-safety case -- highlights the government's stricter enforcement of food-safety laws following several major outbreaks of foodborne illnesses over the past decade, the Journal said. About Peanut Corp. Peanut Corporation of America sold peanut butter and peanut paste to companies that made products including cookies, crackers and pet food. Following a 2008 nationwide outbreak of Salmonella poisoning that reports say sickened more than 700 people and killed nine, Peanut Corp. -- http://www.peanutcorp.com/-- filed a Chapter 7 bankruptcy petition in February 2009 (Bankr. W.D. Va. Case No. 09-60452). The Company estimated its assets and liabilities in the range of $1 million to $10 million at the time of the filing. In September 2010, Judge Norman Moon of the U.S. District Court for the Western District of Virginia allowed PCA settle tort claims with more than two dozen victims of the 2008 salmonella outbreak at the company's facilities. Under the settlement, the PCA trustee would distribute $12 million to resolve tort claims arising from people who became ill or died after eating salmonella-tainted peanut products. PRESTIGE INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Prestige International Products, Inc. fka Prestige International, Inc. 1393 Dodson Way Riverside, CA 92507 Case No.: 15-19497 Chapter 11 Petition Date: September 26, 2015 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Hon. Meredith A. Jury Debtor's Counsel: D. Edward Hays, Esq. MARSHACK HAYS LLP 870 Roosevelt Ave Irvine, CA 92620 Tel: 949-333-7777 Fax: 949-333-7778 Email: ehays@marshackhays.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by John R. O'Neill, president. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1393 Dodson Way Back Rent $15,756 1393 Dodson Way LLC Judgment $32,287 Bluelinx Business Debt $6,751 Cal Panel Business Debt $5,769 Codysales, Inc. Judgment $675,793 Collins and Company Business Debt $4,435 CR&R Inc Business Debt $653 Decotone Surfaces Business Debt $1,425 E.B. Bradley Co. Business Debt $4,933 Hallmark Building Supplies, Inc. Business Debt $3,884 Kanak Business Debt $8,335 Law Offices of F. Glenn Nichols Attorneys Fees $1,194,694 Leitz Tooling Systems LP Business Debt $458 Professional Plastics, Inc. Business Debt $2,132 R.S. Hughes Business Debt $3,358 Rugby Business Debt $32,548 TMC Financing Guarantee $725,529 Toyota Forklift Services $335 Yeeda International, LLC Judgment $240,598 Zion First National Bank Guarantee $954,764 QUINCY NEWSPAPERS: S&P Assigns 'B+' CCR, Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B+' corporate credit rating to Quincy, Ill.-based TV broadcaster Quincy Newspapers Inc. The rating outlook is stable. "At the same time, we assigned our 'BB' issue-level rating and '1' recovery rating to the company's proposed $30 million first-out senior secured revolving credit facility due 2020. The '1' recovery rating indicates our expectation for very high (90%-100%) recovery of principal for debtholders in the event of default," S&P said. S&P also assigned its 'B+' issue-level rating and '3' recovery rating to the company's proposed $250 million senior secured term loan B. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; upper half of the range) of principal for debtholders in the event of default. "The 'B+' corporate credit rating reflects Quincy's relatively smaller size and scale compared to peers and the secular pressures television advertising is facing, which is somewhat offset by the growing retransmission revenue the company receives from cable and satellite video service providers," said Standard & Poor's credit analyst Jawad Hussain. The rating also reflects the company's "significant" financial risk profile assessment, which results from the increased debt in the capital structure due to Quincy's acquisition of Granite Broadcasting Corp.'s television assets. The stable rating outlook on Quincy reflects S&P's expectation that the company will maintain leverage, based on average trailing-eight-quarter EBITDA, in the 4x area or lower while maintaining "adequate" liquidity. S&P could raise the rating if the company meaningfully increases its size and scale. S&P would expect an increase in size and scale to reduce the company's reliance on a few states to bring in most of its political revenue in election years and result in the company's EBITDA margin profile improving toward the mid-30% area. Additionally, S&P could raise the rating if Quincy commits to a financial policy under which debt to average trailing-eight-quarter EBITDA remains below 3.5x on a sustained basis, which could result, in our view, from better-than-expected EBITDA growth coupled with debt repayment. S&P could lower the rating if the company's debt to average trailing-eight-quarter EBITDA increases to around 5x or higher. This would likely occur due to weaker-than-expected operating performance or if the company pursues an expensive debt-financed acquisition that drives leverage higher. RADIOSHACK CORP: Discloses Initial Liquidating Trust Board Members ------------------------------------------------------------------ RadioShack Corp. disclosed in a court filing the seven initial members of the Liquidating Trust Board. The members are David Dunn of Arrowgrass Capital Partners; James Grudus of AT&T; Ronald Tucker of Simon Property Group; Seth Green of National Distribution Warehouse; Julie Minnick Bowden of General Growth Properties; Richard Salzman of Tracfone Wireless, Inc.; and Martin Moad, a retiree and former employee of RadioShack. The Liquidating Trust Board was formed pursuant to the company's proposed liquidation plan. About RadioShack Corporation Headquartered in Fort Worth, Texas, RadioShack is a retailer of mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. RadioShack Corporation and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge Kevin J. Carey presides over the case. David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners is the Debtors' real estate advisor. Prime Clerk is the Debtors' claims and noticing agent. In their Petitions, the Debtors disclosed total assets of $1.2 billion, versus total debts of $1.3 billion. Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent the Official Committee of Unsecured Creditors as co-counsel. Houlihan Lokey Capital, Inc., serves as financial advisor and investment banker. The bankruptcy case is assigned to Judge Brendan L. Shannon. The First Amended Plan provides that the SCP Agent will recover an estimated 80% to 90% of its allowed claim amount, estimated to total $70 million. General Unsecured Claims, estimated to total $200 to $400 million, will receive a Pro Rata share, with Allowed Claims in Classes 6 and 7, of the Remaining Liquidating Trust Assets. A blacklined version of the Disclosure Statement is available at http://bankrupt.com/misc/RSIds0810.pdf ROMAD REALTY: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Romad Realty Inc. 2201 Davidson Avenue Bronx, NY 10453 Case No.: 15-12644 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: September 28, 2015 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. Genovese & Gluck, P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 Email: amg@robinsonbrog.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Goldwasser, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. SANCHEZ ENERGY: Moody's Affirms 'B2' Rating on Midstream Asset Sale ------------------------------------------------------------------- Moody's Investors Service commented that Sanchez Energy Corporation's (Sanchez, B2 stable) announcement that it will sell its midstream assets in Western Catarina to Sanchez Production Partners, LP (SPP, unrated) is credit positive. Sanchez is expected to receive net cash proceeds of approximately $345 million. The deal enhances its liquidity profile in a period of weak commodity prices, increasing cash balances to above $600 million and supporting its ability to meet its production targets with internal cash flow in 2016. The transaction is expected to close in October 2015. Sanchez is not directly related to SPP which is a publicly-traded MLP, however, both share a common owner. Sanchez Energy Corporation is an independent oil and gas exploration and production (E&P) company with production operations in the Eagle Ford Shale in South Texas. SB&B OF FLORIDA: Case Summary & 14 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: SB&B of Florida L.L.C. 2115 Trescott Drive Tallahassee, FL 32308 Case No.: 15-40500 Chapter 11 Petition Date: September 26, 2015 Court: United States Bankruptcy Court Northern District of Florida (Tallahassee) Judge: Hon. Karen K. Specie Debtor's Counsel: Robert C. Bruner, Esq. 2810 Remington Green Circle Tallahassee, FL 32308 Tel: 850-385-0342 Fax: 850-270-2441 Email: RobertCBruner@hotmail.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by L. Blair Bailey, manager. List of Debtor's 14 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Barbara Ford-Coates Tax Real Estate Taxes $16,517 Collector of Sarasota County, Florida Bay Cities Bank Office Building $2,216,088 BB&T Commercial Note $500,000 Coastal States Realty & Managment Trade Debt $347 Custom Air & Plumbing Inc. Trade Debt $5,004 Florida Department of Revenue Sales Tax $551 L. Blair Bailey Promissory Notes $9,500 Natural Designs Trade Debt $150 Landscaping Management Perimeter Investments Inc. Promissory Notes $349,054 Premium Assignment Corporation Trade Debt $2,171 Prister & Company CPA Trade Debt $4,492 Sally Huey Bailey Promissory Notes $146,876 Union Investment Properties Inc. Promissory Notes $104,518 Verizon Wireless Trade Debt $121 SKYLINE CORP: Gets Audit Opinion with Going Concern Qualification ----------------------------------------------------------------- Skyline Corporation's audited consolidated financial statements for the fiscal year ended May 31, 2015, included in the Corporation's Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on August 26, 2015, contains an audit opinion from its independent registered public accounting firm which includes a going concern qualification. This announcement is made pursuant to NYSE MKT Company Guide Section 610(b), which requires separate disclosure of receipt of an audit opinion containing going concern explanatory language. Skyline Corporation, together with its subsidiaries, designs, produces, and markets manufactured housing, modular houses, and recreational vehicles to independent dealers and manufactured housing communities in the United States and Canada. The company was founded in 1951 and is headquartered in Elkhart, Indiana. SPX CORP: S&P Withdraws 'BB+' Corporate Credit Rating ----------------------------------------------------- Standard & Poor's Ratings Services said that it has withdrawn its 'BB+' corporate credit rating on SPX Corp. -- which S&P had placed on CreditWatch with negative implications on Oct. 29, 2014 -- at the issuer's request. SPX Corp. has reassigned its $600 million senior unsecured notes due 2017 to SPX FLOW Inc. As a result, S&P removed the notes from CreditWatch, where it had placed them with negative implications on Oct. 29, 2014. At the same time, S&P lowered its issue-level rating on the $600 million notes to 'BB' from 'BB+' and revised the recovery rating to '4' from '3'. The '4' recovery rating indicates S&P's expectation of average recovery (30%-50%; lower half the range) in a default scenario. "Following SPX Corp.'s recently completed spin-off transaction, wherein the company transferred its flow technology assets and obligations to another rated legal entity, SPX FLOW Inc., we are withdrawing our corporate credit rating on the company at the issuer's request," said Standard & Poor's credit analyst Liley Mehta. STANDARD PACIFIC: Fitch Hikes Issuer Default Rating to 'BB-' ------------------------------------------------------------ Fitch Ratings has upgraded the ratings of Standard Pacific Corp. (NYSE: SPF), including the company's Issuer Default Rating (IDR), to 'BB-' from 'B+'. The Rating Outlook is Stable. On June 16, 2015, Fitch placed the company's ratings on Rating Watch Positive following a definitive agreement designating that Standard Pacific and The Ryland Group (NYSE: RYL) will combine in a merger of equals that will create the fourth-largest homebuilder in the U.S. The shareholders of both companies approved the merger agreement on Sept. 28, 2015 and the transaction is expected to close on Oct. 1, 2015. At the time of the merger, Standard Pacific will implement a 1-for-5 reverse stock split. After giving effect to the reverse stock split, Ryland shareholders will receive 1.0191 shares of Standard Pacific common stock for each share of Ryland common stock. Upon closing of the transaction, Standard Pacific shareholders will own approximately 59% and Ryland shareholders will own about 41% of the combined company. At the closing of the merger, Ryland will be merged into Standard Pacific. Concurrent with the closing, the name of the combined company will be changed to CalAtlantic Group, Inc. (NYSE: CAA). KEY RATING DRIVERS The rating upgrade reflects the following: -- Lower leverage: Fitch projects a decrease in financial leverage (debt-to-EBITDA) for the combined company versus Standard Pacific's leverage of 4.5x on a stand-alone basis for the latest 12 months (LTM) ended June 30, 2015. Fitch estimates that initial pro forma leverage will be about 4.0x, based on the two companies' EBITDA and debt levels for the June 30, 2015 LTM period. Fitch expects leverage will be below 4.0x by the end of 2016. -- Geographic Diversity: The combination with Ryland will expand Standard Pacific's geographic presence to 10 additional states and 15 new metropolitan statistical areas (MSAs). The combined company's total MSAs served will increase from 26 to 41. More importantly, the combined company will have less reliance on the state of California. Revenues directed to this state will decline from 46% (on a stand-alone basis for Standard Pacific) to 27% pro forma for the combined company. -- Larger Size: CalAtlantic will be the fourth-largest homebuilder based on LTM revenues. For the June 30, 2015 LTM period, the pro forma combined company delivered more than 12,750 homes in the aggregate with combined pro forma revenues of almost $5.2 billion. Importantly, both management teams have had experience managing large companies in the past. In 2005, Standard Pacific delivered 11,411 homes with total homebuilding revenues of almost $4 billion. Similarly, in 2005, Ryland had revenues of $4.7 billion on 16,673 home deliveries. -- Leading Market Share: CalAtlantic will have a top 10 position in 29 MSAs, including a top five market share in 15 of the largest 25 MSAs. -- Land Supply: CalAtlantic will control roughly 76,000 lots, 72% of which will be owned and the remaining 28% will be optioned. Total land supply will decrease to 6 years for the combined company compared with 7.2 years for Standard Pacific on a stand-alone basis. -- Debt Structure: All existing senior notes and convertible notes are expected to remain in place. CalAtlantic will have total debt of about $3.5 billion. In addition, the combined company's debt maturities are well laddered, with about $280 million in 2016 and $483 million in 2017 (including $253 million of convertible senior notes). LAND STRATEGY During 2014, Standard Pacific spent $943 million on land and development ($586 million for land and $357 million for development activities). This compares with $808 million spent during 2013 and $711 million during 2012. For the first six months of 2015, Standard Pacific expended $350 million on land and development activities. Earlier in the year, management expected to spend between $800 million and $1.2 billion on land and development during 2015. In the case of Ryland, land and development spending totalled $913 million ($538 million for land and $375 million for development) during 2014 and roughly $950 million during 2013. For the first half of 2015, Ryland's land acquisitions totalled $274 million while development spending was $201 million. On a standalone basis, the company expected to spend about $900 million on land and development during 2015. For 2016, Fitch expects land and development spending will approximate 2015 projected levels of about $2 billion on a combined basis. At this level of spending, Fitch expects CalAtantic will be slightly cash flow positive for the year. LIQUIDITY As of June 30, 2015, Standard Pacific had unrestricted homebuilding cash of $77.1 million and $420 million of borrowing availability under its $450 million unsecured revolving credit facility that matures in July 2018. As of June 30, 2015, Ryland had $213.7 million available under its $300 million revolver that matures in 2018. Ryland also had $280 million of cash and $17.8 million of marketable securities at the end of the second quarter. Fitch expects the combined company will increase its unsecured revolving credit facility to $750 million to provide additional liquidity. Fitch expects CalAtlantic will have liquidity of at least $500 million from a combination of unrestricted homebuilding cash and equivalents and revolver availability. IMPROVING HOUSING MARKET Housing metrics increased in 2014 due to more robust economic growth during the last three quarters of the year (prompted by improved household net worth, industrial production and consumer spending), and consequently acceleration in job growth (as unemployment rates decreased to 6.2% for 2014 from an average of 7.4% in 2013), despite modestly higher interest rates, as well as more measured home price inflation. Single-family starts in 2014 improved 4.8% to 648,000 as multifamily volume grew 15.6% to 355,000. Thus, total starts in 2014 were 1.003 million. New home sales were up a modest 1.6% to 436,000, while existing home volume was off 2.9% to 4.940 million largely due to fewer distressed homes for sale and limited inventory. New home price inflation moderated in 2014, at least partially because of higher interest rates and buyer resistance. Average new home prices, as measured by the Census Bureau, rose 6.4% in 2014, while median home prices advanced approximately 5.4%. Housing activity is likely to ratchet up more sharply in 2015 with the support of a steadily growing, relatively robust economy throughout the balance of the year. Considerably lower oil prices should restrain inflation and leave American consumers with more money to spend. The unemployment rate should continue to move lower (average 5.3% in 2015). Credit standards should steadily, moderately ease throughout 2015. Demographics should be more of a positive catalyst. More of those younger adults who have been living at home should find jobs and these 25-35 year olds should provide some incremental elevation to the rental and starter home markets. Through the first eight months of the year, total housing starts are 11.3% higher versus the same period last year, while existing home sales and new home sales are up 7.8% and 21.1%, respectively. Single-family starts are forecast to rise about 12.5% to 729,000 as multifamily volume expands 7.3% to 381,000. Total starts would be in excess of 1.1 million (up 10.7%). New home sales are projected to increase 20% to 523,000. Existing home volume is expected to approximate 5.152 million, up 4.3%. New home price inflation should further taper off with higher interest rates and the mix of sales shifting more to first time homebuyer product. Average and median home prices should increase 3%-3.5%. Fitch expects further improvement in 2016, with total housing starts projected to rise 12.2%, new home sales to advance 18%, and existing home sales to grow 5% for the year. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Standard Pacific include: -- The merger agreement between Standard Pacific and Ryland is consummated; -- Debt-to-EBITDA falls below 4.0x for the combined company by the end of 2016; -- Interest coverage above 4.5x in 2016; -- CalAtlantic expends approximately $2 billon on land and development activities during 2016; -- The combined company will be cash flow neutral to slightly cash flow positive during 2016; -- CalAtlantic maintains at least $500 million of liquidity from a combination of cash and revolver availability; -- Industry single-family housing starts improve 12.5%, while new and existing home sales grow 20% and 4.3%, respectively, in 2015. Housing metrics continue to improve in 2016. RATING SENSITIVITIES Future ratings and Outlooks will be influenced by broad housing market trends as well as company specific activity, such as trends in land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates on such activity), gross and net new order activity, debt levels, free cash flow trends and uses, and the company's cash position. Further positive rating actions may be considered if the recovery in housing is maintained and is meaningfully better than Fitch's current outlook, the combined company shows continuous improvement in credit metrics (particularly debt to EBITDA consistently below 3.5x and interest coverage above 5x). The company would be expected to maintain a healthy liquidity position consisting of unrestricted homebuilding cash and revolver availability (above $500 million) through the cycle with a bias towards unrestricted homebuilding cash component into the next downturn. A negative rating action could be triggered if the industry recovery dissipates; 2016/2017 revenues each drop at roughly a mid-teens pace while EBITDA margins fall below 12% and debt to EBITDA consistently remains above 5.0x; and the company's liquidity position falls sharply, perhaps below $300 million as the company maintains an overly aggressive land and development spending program. FULL LIST OF RATING ACTIONS Fitch has upgraded the following ratings with a Stable Outlook: Standard Pacific Corp. -- Long-term IDR to 'BB-' from 'B+'; -- Senior unsecured notes to 'BB-/RR4' from 'B+/RR4'; -- Unsecured revolving credit facility to 'BB-/RR4' from 'B+/RR4'. In accordance with Fitch's updated Recovery Rating (RR) methodology, Fitch is now providing RRs to issuers with IDRs in the 'BB' category. The Recovery Rating of '4' for Standard Pacific's unsecured debt supports a rating of 'BB-', and reflects average recovery prospects in a distressed scenario. Following the closing of the merger, Fitch also expects to assign a 'BB-/RR4' rating to Ryland's existing senior unsecured and senior convertible notes. STOCKTON CITY: Moody's Raises Rating on 2006 Revenue Bonds to Ba2 ----------------------------------------------------------------- Moody's Investors Service has upgraded to Ba2 from Ba3 the City of Stockton's (CA) series 2006 lease revenue bonds and affirmed the city's 2007 pension obligation bonds at Ca. Moody's has also assigned a stable outlook to the Series 2006 and 2007 bonds. This rating action affects approximately $71 million of bonds. SUMMARY RATINGS RATIONALE Moody's rating actions on the city's 2006 lease revenue bonds and 2007 pension obligation bonds reflect in part, the treatment of these bonds' creditors as outlined in the city's plan of adjustment, which the bankruptcy court confirmed on October 30, 2014. Under Chapter 9 of the bankruptcy code, a municipality must issue and have confirmed a plan of adjustment before it can emerge from bankruptcy. Unless the confirmation is overturned on appeal, the confirmation locks into place Stockton's proposed treatment of its various creditors. Even though one creditor is appealing the confirmation with respect to the city's series 2009 certificates of participation, which series we do not rate, the holders of the series 2006 COPs and 2007 POBs agreed to the terms of the confirmation. As a result, the proposed treatment of these bonds is unlikely to change, although the uncertainty surrounding the outcome of the appeal is a significant factor in our rating. For the series 2007 pension obligation bonds, the plan imposes significant losses to Assured Guaranty Municipal Corp ("Assured", A2 stable), the bond insurer. Moody's estimates these losses to be approximately 59% of principal from the date the city first defaulted on the series 2007 bonds. Investor recovery of at least 41% of principal is consistent with the Ca-rating recovery range of between 35%-65% of principal. Under the plan, Assured will receive annual payments from the city from various sources. The city has deemed these payments "non-contingent." Assured may receive additional, "contingent" payments tied to the performance of the city's future revenues, which would increase bondholder recovery. Moody's analysis only considers these "non-contingent" payments, although Assured could receive a higher recovery if the city exceeds certain performance benchmarks beginning in FY 2018. For the Series 2006 lease-revenue bonds, the bankruptcy did not have an impact either on investor debt service payments or principal repayment and the payment of debt service has continued uninterrupted. The plan of adjustment treats this obligation as unimpaired. Therefore, the Ba2 rating reflects our forward-looking evaluation of the city's credit fundamentals, tax base, financial position and debt, including the lease-revenue pledge versus California's general obligation pledge, and the city's recent bankruptcy. The city's actions taken in connection with its bankruptcy filing to impair a significant portion of its debt raises the risk that it would consider impairing the Series 2006 debt in the event of a subsequent bankruptcy filing, although the risk of such a bankruptcy is becoming increasingly more remote with the city's much improved financial position. The debt service reductions and other actions to reduce expenditures, including the elimination of retiree medical benefits, have had and will continue to have a positive effect on the city's budget. The city has posted budget surpluses each year since 2011, despite declaring bankruptcy in 2012, and credibly projects surpluses at least through 2016. Fund balances and cash reserves are also growing. The city's economy is improving, with key revenues increasing as a result of asset appreciation and increases in underlying economic activity. The city's pre-bankruptcy debt levels were high. The vast majority of the debt consists of lease-revenue or pension-obligation debt, which, before the bankruptcy, were unconditional promises of the city. Going forward, the majority of the city's debt that has not been discharged by the bankruptcy plan will paid from dedicated sources; if those sources are insufficient to repay the new obligations, the city will not be obligated to repay those obligations. The Ba2 rating for the city's 2006 lease-revenue debt reflects a significantly weaker assessment than under a general obligation pledge. Under California law, a city's GO pledge is an unlimited ad valorem pledge of the city's tax base. The city must raise property taxes by whatever amount necessary to repay the obligation, irrespective of its underlying financial position. A lease pledge is a contractual obligation, on parity with a city's other unsecured obligations, backed by the city's available financial resources. The difference between a GO and lease-revenue pledge also reflects the additional risk to investors from the city's financial, operational and economic condition over the more secure GO pledge A California municipality's lease revenue pledge is relatively less secure than our prior estimates, both in terms of probability of default and likely losses in the event of default. OUTLOOK The stable outlook on the city's lease revenue bonds reflects likely improvements in the credit profile of the city over the next two years, given the improving local economy and the city's commitment to maintaining fund balance levels that are well above median reserve levels for the rating category. If Stockton prevails in the pending appeal of its plan of adjustment, this would also remove a significant source of uncertainty and result in further upward pressure on the rating. The stable outlook on the city's 2007 POBs reflects the likelihood that the rating will not change over the next 2-3 years since we do not expect a significant change in the expected rate of recovery in the short term. The city's agreement with Assured Guaranty provides that the city may be liable for additional debt service payments to Assured beginning in FY 2018, which could increase bondholder recovery if the city's financial position improves materially. Therefore, the rating currently reflects the recovery level to bondholders for the near- to medium-term. WHAT COULD MAKE THE RATING GO UP -- Trend of operating surpluses and increasing reserve levels -- Continuing improvements in the local economy, including a significant increase in key socio-economic indicators -- Further increases in the city's tax base WHAT COULD MAKE THE RATING GO DOWN -- Return to recession of the local economy, resulting in declines in key revenue sources -- A trend of operating deficits and further narrowing of reserve levels -- Declines in key socio-economic indicators OBLIGOR PROFILE With a population of approximately 300,000, Stockton is California's thirteenth's largest city and the largest city in San Joaquin County. LEGAL SECURITY For both the lease-revenue and pension obligation bonds, the city's obligation consists of an unconditional obligation to make the underlying lease or pension obligation payment from all legally available sources. USE OF PROCEEDS Not applicable PRINCIPAL METHODOLOGY The principal methodology used in these ratings was US Local Government General Obligation Debt published in January 2014. An additional methodology used in these ratings was The Fundamentals of Credit Analysis for Lease-Backed Municipal Obligations published in December 2011. SUNOPTA INC: Moody's Assigns B2 CFR, Outlook Stable --------------------------------------------------- Moody's Investors Service assigned ratings to SunOpta Inc., consisting of a B2 corporate family rating, B2-PD probability of default rating, B3 rating to its proposed second lien notes, and SGL-3 speculative grade liquidity rating. The ratings outlook is stable. This is the first time Moody's has assigned ratings to SunOpta. Net proceeds from the new US$330 million notes together with $65 million of drawings under the company's North American ABL facilities and $100 million of new equity issuance will be used to fund the $445 million acquisition of Sunrise Holdings (Delaware) Inc. (Sunrise), a supplier of private label non-genetically modified conventional (non-GMO) and organic frozen fruit in the US. The transaction is expected to close in Q4/2015. Ratings Assigned: Corporate Family Rating, B2 Probability of Default Rating, B2-PD US$330 million Second Lien Notes due 2022, B3 (LGD4) Speculative Grade Liquidity, SGL-3 Outlook: Assigned as Stable RATINGS RATIONALE SunOpta's B2 CFR primarily reflects its weak margins, and integration risks with the transformational Sunrise acquisition, but mitigated by the company's good positions in private label organic and non-GMO food and beverage categories and attractive long-term sector growth prospects. The rating anticipates that acquisitions, which have supported the company's growth over time, will slow until integration of the Sunrise deal is completed. Pro forma leverage (adjusted Debt/EBITDA), excluding non-recourse Opta Minerals debt, will start at 5.3x and the rating assumes the company will grow EBITDA and apply free cash flow to repay debt in order to reduce leverage towards 4.5x over the next 12 to 18 months. SunOpta has adequate liquidity (SGL-3), supported by pro forma cash of $4 million, Moody's expectation for annual free cash flow of at least $20 million and $80 million of availability (after funding Sunrise) under its $165 million and C$10 million North American ABL facilities due in January 2017. SunOpta also has four European ABL facilities totaling EUR92.5 mil. (US$104 mil), with $80M outstanding, which are uncommitted and on-demand: Moody's assumes the outstandings will be a use of liquidity over the next year. The North American ABL facilities are subject to one covenant and Moody's assumes cushion in excess of 50%. The company has certain assets (e.g. Opta Minerals) that could be sold to boost liquidity. The stable outlook assumes the company will successfully integrate the Sunrise acquisition and reduce leverage towards 4.5x over the next 12 to 18 months, although integration risk exists. A rating upgrade to B1 would require SunOpta to sustain EBIT margins towards 8%, Debt/EBITDA towards 4x and EBIT/Interest above 2x. A rating downgrade to B3 could occur if the company has difficulty integrating Sunrise, if free cash flow were to turn negative for an extended period or if Debt/EBITDA was sustained above 6x and EBIT/Interest below 1x. The principal methodology used in these ratings was Global Packaged Goods published in June 2013. SunOpta Inc. is a global company focused on both procuring and processing non-genetically modified and organic ingredients and manufacturing healthy packaged beverages, fruit and snacks. Revenue for the twelve months ended July 4, 2015 from the core food business was $1.1 billion. The company is headquartered in Brampton, Ontario, Canada. SW LIQUIDATION: EisnerAmper's Phillips Named Liquidating Trustee ---------------------------------------------------------------- SW Liquidation LLC on Sept. 10, 2015 filed a plan supplement in connection with its Amended Plan of Liquidation filed on Aug. 8, 2015. Included in the plan supplement are the form of the liquidating trust agreement, the identity of the liquidating trustee and the identity of the retained causes of action. Serving as liquidating trustee under the Plan would be: Edward A. Phillips Partner EisnerAmper LLP Two Logan Square, Suite 1101 100 North 18th street Philadelphia, PA 19103 Tel: (215) 881-8800 Fax: (215) 881-8802 According to the Debtor, the liquidating trustee will retain all causes of action against, but not limited to, these individuals and entities: (i) Vernon W. Hill, II, (ii) WS Finance, LLC; (iii) JVSW, LLC; (iv) Metro Bank; (v) InterArch, Inc; (vi) Site Development, Inc.; (vii) HSS Leasing, LLC); (viii) all general unsecured creditors who opted out of the General Unsecured Claim Settlement; and (ix) all individuals and entities who are not (a) holders of General Unsecured Claims who did not opt out of the General Unsecured Claim Settlement, (ii) Exculpated Persons or (iii) Released Parties. A copy of the Plan Supplement is available free of charge at: http://bankrupt.com/misc/SW_Liq_534_Plan_Supplement.pdf About Saladworks, LLC Developed in 1986, Saladworks, LLC, is the first and largest fresh-salad franchise concept in the United States. From its beginning in the Cherry Hill Mall, Saladworks quickly expanded to 12 additional locations in area malls and soon thereafter began franchising. Then with franchise agreements with 162 different franchisees, Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 15-10327) on Feb. 17, 2015. The dispute between Saladworks founder and CEO Anthony Scardapane and Vernon W. Hill, II prompted the bankruptcy filing. Scardapane's J Scar Holdings, Inc., held a 70% stake in the company while Hill's JVSW LLC held 30%. The bankruptcy case is assigned to Judge Laurie Selber Silverstein. Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in liabilities as of the Chapter 11 filing. The Debtor tapped Adam G. Landis, Kerri K. Mumford and Kimberly A. Brown of Landis Rath & Cobb LLP, as counsel; SSG Advisors, LLC, as investment banker; and Edward A. Phillips and Ryan W. Farley of EisnerAmper LLP, as financial advisor. The Debtor engaged Upshot Services LLC, as claims and noticing agent. The Official Committee of Unsecured Creditors tapped Richard M. Beck and Sally E. Veghte of Klehr Harrison Harvey Branzburg LLP, counsel to the Official Committee of Unsecured Creditors. D. Stephen Antion, Paige E. Barr, John P. Sieger, Logan J. Dolph and Scott C. Cutrow of Katten Muchin Rosenman LLP, serves as counsel to Centre Lane Partners, LLC, the buyer of most of the Debtor's assets. Saladworks, LLC, sought and obtained authority from the U.S. Bankruptcy Court for the District of Delaware to sell substantially all of its assets to SW Acquisition Company, LLC, an affiliate of Centre Lane for $16.9 million, and, pursuant to the purchase agreement, will no longer be able to use the name "Saladworks" following the closing of the sale. The Debtor changed its name to SW Liquidation LLC following the closing of the sale. The Debtor has proposed a plan of liquidation that's backed by the Creditors Committee and Scardapane but opposed by the Hill Entities. SW LIQUIDATION: Hearing on Plan Deferred to Oct. 28 Amid Mediation ------------------------------------------------------------------ The hearing to consider confirmation of SW Liquidation LLC's Amended Plan of Liquidation has been continued to Oct. 28 at 10:00 a.m. after Bankruptcy Judge Laurie Selber Silverstein directed the Debtor and its equity owners to participate mediation. The Debtor has proposed a liquidating plan that is backed by the Official Committee of Unsecured Creditors, and founder Anthony Scardapane and related entities. Vernon W. Hill, II and related entities, however, have opposed confirmation of the Plan. The Hill Entities have asserted that since the Debtor's business was sold for an amount sufficient to pay all of the non-insider general unsecured creditors in full with interest, the Amended Plan is really a battle between the insiders and their respect entities over the excess funds. Other pleadings disputed by the parties include the Debtor's objections to claims filed by Hill's JVSW, LLC, motions by WS Finance and other parties for temporary allowance of claims, objections of and JVSW to claims of J Scar (collectively, "Pending Motions/Objections"). In a Sept. 21 order, Judge Silverstein appointed the Honorable Brendan L. Shannon as mediator to mediate the Plan issues and any other claims, affirmative defenses, counterclaims or issues that are otherwise connected to the Plan. The mediator will determine the date and location of the mediation and those persons who will attend the mediation. Depositions previously scheduled in connection with the Plan issues may be rescheduled at any date during reasonable business hours by agreement between the parties and the representatives of the deponent commencing on Oct. 13, 2015 but will b e scheduled so as to be completed on or before Oct. 19, 2015. Additional depositions may be noticed prior to Oct. 7, 2015 regarding objections or responses to the Pending Motions/Objections to be scheduled at any date during treasonable business hours by agreement between the parties and representatives of the deponent commencing on Oct. 12 but will be scheduled so as to be completed on or before Oct. 19, 2015. To the extent not already produced, the parties will complete their respective document productions on a rolling basis, but will complete such productions on or before Oct. 9. The Pending Motions/Objections are continued and will be heard in connection with the Plan on Oct. 28, 2015 at 10:00 a.m. prevailing Eastern Time, and to the extent the deadline to respond to a Pending Motion/Objection has not already expired, the response deadline to any Pending Motions/Objections is extended to Oct. 21, 2015 at 4:00 p.m. prevailing Eastern Time. The Claims Objections are continued to the next omnibus hearing date following the last hearing on the confirmation of the Plan. About Saladworks, LLC Developed in 1986, Saladworks, LLC, is the first and largest fresh-salad franchise concept in the United States. From its beginning in the Cherry Hill Mall, Saladworks quickly expanded to 12 additional locations in area malls and soon thereafter began franchising. Then with franchise agreements with 162 different franchisees, Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 15-10327) on Feb. 17, 2015. The dispute between Saladworks founder and CEO Anthony Scardapane and Vernon W. Hill, II prompted the bankruptcy filing. Scardapane's J Scar Holdings, Inc., held a 70% stake in the company while Hill's JVSW LLC held 30%. The bankruptcy case is assigned to Judge Laurie Selber Silverstein. Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in liabilities as of the Chapter 11 filing. The Debtor tapped Adam G. Landis, Kerri K. Mumford and Kimberly A. Brown of Landis Rath & Cobb LLP, as counsel; SSG Advisors, LLC, as investment banker; and Edward A. Phillips and Ryan W. Farley of EisnerAmper LLP, as financial advisor. The Debtor engaged Upshot Services LLC, as claims and noticing agent. The Official Committee of Unsecured Creditors tapped Richard M. Beck and Sally E. Veghte of Klehr Harrison Harvey Branzburg LLP, counsel to the Official Committee of Unsecured Creditors. D. Stephen Antion, Paige E. Barr, John P. Sieger, Logan J. Dolph and Scott C. Cutrow of Katten Muchin Rosenman LLP, serves as counsel to Centre Lane Partners, LLC, the buyer of most of the Debtor's assets. Saladworks, LLC, sought and obtained authority from the U.S. Bankruptcy Court for the District of Delaware to sell substantially all of its assets to SW Acquisition Company, LLC, an affiliate of Centre Lane for $16.9 million, and, pursuant to the purchase agreement, will no longer be able to use the name "Saladworks" following the closing of the sale. The Debtor changed its name to SW Liquidation LLC following the closing of the sale. The Debtor has proposed a plan of liquidation that's backed by the Creditors Committee and Scardapane but opposed by the Hill Entities. SW LIQUIDATION: Objects to Hill Entities' Rule 3018 Motions ----------------------------------------------------------- Various pleadings have been filed by parties in connection with SW Liquidation LLC's proposed Amended Plan of Liquidation. In early September, the Hill Entities -- namely, Site Development, Inc., and WS Finance LLC -- filed separate motions pursuant to Fed. R. Bankr. P. 3018(A) for allowance of their claims for voting purposes in Class 3 (SDI's general unsecured claim of $128,000 and WS Finance's general unsecured claim for $1.41 million). HSS Leasing, LLC, filed a motion for permission to vote Proof of Claim no. 76 in the amount of $475,000 in Class 3 of the Amended Plan. The Debtor and the Official Committee of Unsecured Creditors filed objections to the motions. On Sept. 9, WS Finance, HSS, and SDI filed an expedited motion to designate and NOT COUNT any of the ballots of the members of the Official Committee of Unsecured Creditors and of any general unsecured creditor that voted in Class 3 of the Amended Plan to accept and did not opt out of the Settlement ("Hill Entities' Designation Motion"). Stradely Ronon Stevens & Young, LLP filed an objection to the motion. The Debtor on Sept. 10 filed its motion to designate the votes of HSS, SDI and WS as being cast in bad faith. The Committee supported the Debtor's motion. The Debtor claims that the Hill Entities have not voted to reject the Plan in good faith because (i) the votes cast were without regard to the treatment of the Hill Entities' claims nor was in their economic interests to vote to reject and (ii) their votes were cast out of malice to further Hill's interests in destroying Saladworks and Hill's inappropriate efforts to have all of JVSW's claims and/or interest paid prior to the tax distribution claims. As to the Hill Entities' Designation Motion, the motion alleges that the Committee letter date Aug. 6, 2015, that was included in solicitation materials was inaccurate and misleading in that, among other things, it fails to explain that a creditor who votes to accept the Plan but fails to opt out on the ballot is agreeing to waive postpetition interest on its claim and thereby agreeing to accept a smaller payment. The Committee says that the Letter simply sets forth that, the Committee reached a settlement embodied in the Amended Plan and urged the GUCs to vote in favor of the Amended Plan. It noted that if the GUCs do not support the Amended Plan and it is not confirmed, payment of the claims will be subject to significant additional delay since no other plan is currently proposed. The Debtor joined in the Committee's objection to the Hill Entities' Designation Motion. In response to WS Finance's motion to temporarily allow their claims, the Debtor and the Committee pointed out that WS Finance's Claim No. 38 is included in the definition of the WS Finance Claims. If allowed, the WS Finance Claims are to be reinstated and paid pursuant to the requirements of the loans. As a result, the WS Finance Claims are unimpaired. As to the SDI claim, the Debtor noted that SDI has elected to opt out of the General Unsecured Claims Settlement and, as such, has rendered itself unimpaired. In response to HSS's to vote on Claim No. 76, the Official Committee of Unsecured Creditors says that HSS, one of the Hill Entities, is requesting permission to cast ballots rejecting the Amended Plan even though the treatment provided to HSS under the Plan would ensure a full recovery on the allowed amount of its claims, plus postpetition interest. According to Debtor and the Committee, the Hill Entities cannot show the required excusable neglect required in order to extend the voting record deadline to accommodate its negative ballot. The Committee says that permitting HSS to vote at this late date would inflict significant prejudice upon the Committee and the Debtor since they would be required to initiate yet another round of litigation with the Hill Entities. * * * In its Sept. 21 order sending the parties to mediation, the Court ruled that the Pending Motions/Objections are continued and will be heard in connection with the Plan on Oct. 28, 2015 at 10:00 a.m. prevailing Eastern Time, and to the extent the deadline to respond to a Pending Motion/Objection has not already expired, the response deadline to any Pending Motions/Objections is extended to Oct. 21, 2015 at 4:00 p.m. prevailing Eastern Time. About Saladworks, LLC Developed in 1986, Saladworks, LLC, is the first and largest fresh-salad franchise concept in the United States. From its beginning in the Cherry Hill Mall, Saladworks quickly expanded to 12 additional locations in area malls and soon thereafter began franchising. Then with franchise agreements with 162 different franchisees, Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 15-10327) on Feb. 17, 2015. The dispute between Saladworks founder and CEO Anthony Scardapane and Vernon W. Hill, II prompted the bankruptcy filing. Scardapane's J Scar Holdings, Inc., held a 70% stake in the company while Hill's JVSW LLC held 30%. The bankruptcy case is assigned to Judge Laurie Selber Silverstein. Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in liabilities as of the Chapter 11 filing. The Debtor tapped Adam G. Landis, Kerri K. Mumford and Kimberly A. Brown of Landis Rath & Cobb LLP, as counsel; SSG Advisors, LLC, as investment banker; and Edward A. Phillips and Ryan W. Farley of EisnerAmper LLP, as financial advisor. The Debtor engaged Upshot Services LLC, as claims and noticing agent. The Official Committee of Unsecured Creditors tapped Richard M. Beck and Sally E. Veghte of Klehr Harrison Harvey Branzburg LLP, counsel to the Official Committee of Unsecured Creditors. D. Stephen Antion, Paige E. Barr, John P. Sieger, Logan J. Dolph and Scott C. Cutrow of Katten Muchin Rosenman LLP, serves as counsel to Centre Lane Partners, LLC, the buyer of most of the Debtor's assets. Saladworks, LLC, sought and obtained authority from the U.S. Bankruptcy Court for the District of Delaware to sell substantially all of its assets to SW Acquisition Company, LLC, an affiliate of Centre Lane for $16.9 million, and, pursuant to the purchase agreement, will no longer be able to use the name "Saladworks" following the closing of the sale. The Debtor changed its name to SW Liquidation LLC following the closing of the sale. The Debtor has proposed a plan of liquidation that's backed by the Creditors Committee and Scardapane but opposed by the Hill Entities. SW LIQUIDATION: Wants Hill Entities' Plan Objection Overruled ------------------------------------------------------------- SW Liquidation LLC, then known as Saladworks, LLC, before selling most of its assets to Centre Lane Partners, LLC, said in a document filed Sept. 15 that its Amended Plan of Liquidation meets the requirements under the Bankruptcy Code and Bankruptcy Court should overrule the objections of Vernon W. Hill, II and related entities. Facing imminent catastrophic damage to the enterprise as a result of litigation orchestrated by the Hill entities, the Debtors commenced its bankruptcy case in February 2015. Following an extensive marketing process, the Debtor in June 2015 sold most of its assets to SW Acquisition Company an affiliate of Centre Lane Partners, LLC. Despite the efforts of the Debtor, the Official Committee of Unsecured Creditors, and founder Anthony Scardapane and related entities to achieve a global settlement, the Hill Entities continue to seek the Debtor's ruin. Given the option to have their claims paid in full (if and to the extent ultimately allowed), the Hill Entities nonetheless seek to vote against the Plan, void the Scardapane Settlement, and burden the estate with costly litigation. The Creditors Committee says that the dispute between two equity owners (Scardapane vs. Hill) must not be allowed to defeat the successful conclusion of the Chapter 11 case for creditors. It points out that the Debtor has proceeded with the Amended Plan in good faith to provide a prompt distribution of 100% of principal on unsecured claims. Plan Filing The Debtor filed its proposed plan of liquidation on July 1, 2015, and amended the Plan on Aug. 3. The plan term sheet negotiated with the Creditors Committee and Scardapane formed the basis of the Plan. The Court approved the Disclosure Statement on Aug. 5 and set a hearing to consider confirmation of the Plan on Sept. 16. The Debtor and other parties objected to a move by the Hill Entities to adjourn the Plan hearing to a later date. The hearing was continued to Sept. 18. The judge later entered an order sending outstanding plan issues to mediation. The hearing on the Plan has again been continued to Oct. 28. If confirmed, the Plan will distribute net sale proceeds to creditors, settle litigation that chased the Debtor into bankruptcy and create a liquidating trust to wind down the estate. The Plan divides holders of claims and interests into nine classes: -- Class 1 (Priority Non-Tax Claims, Class 2 (Secured Claims), Class 4 (WS Finance Claims), Class 5 (Guaranteed Payment Claims), and Class 6 (Tax Distribution Claims) will receive treatment that renders holders of these claims unimpaired. -- Class 3 (General Unsecured Claims) are impaired and entitled to vote in favor of or against the Plan. -- Class 7 (Class C Claim) are objected to by the Debtor based on the treatment of Class 8 as equity and such claims are deemed disallowed. -- Class 8 (Class C Interests) and Class 9 (Class A Interests) are unimpaired and are deemed to accept the Plan. Plan Objections The Hill Entities, namely WS Finance, LLC, and JVSW, LLC, have filed an objection to the Amended Plan, asserting, among other things, that: -- WS Finance Claim for Note 1 should be treated as a Class 3 general unsecured claim; -- Class 3 is artificially impaired, and the Class 3 treatment is defective because it is unclear how and when a general unsecured claim will get paid. -- Class 4 - WS Finance Claims cannot be reinstated "in light of the fact that certain of the Loans were payable on-demand." -- The Plan was proposed in bad faith because of, among other things, the separate classification of WS Finance Claims and Class C Claims from other general unsecured creditors. -- The Scarpadane Settlement is not permissible. The U.S. Trustee also filed an objection, saying, among other things, that the exculpation provision is overbroad. Response to Objections The Debtor explained that the third party releases are appropriately tailored under the facts and circumstances of the case and are supported by ample consideration. The releases, according to the Debtors represent an integral part of the Plan. As to the Hill Entities' objection, the Debtor explained that given the nature of the WS Finance Claim, the Debtor and the Committee recognized that absent separate classification of the WS Finance Claim, all other general unsecured creditors would be left without a voice in the case. Without the separate classification -- a classification that is intended to leave WS Finance unimpaired and paid in full -- a plan could not be confirmed as WS Finance would have rejected the Plan. As to the reinstatement of the WS Finance claims, the Debtor says reinstatement is expressly allowed pursuant to Section 1124(2). The Debtor says that the Hill Entities provide no legal support for their contention that "good faith" of the Debtor is lacking because of the entry into the Scardapane Settlement. The Debtor says that the Scardapane Settlement is fair and reasonable and the releases are appropriate. As to JVSW's Class C Claims, the Debtor contends that the claims should be disallowed because they are not "claims" under the Bankruptcy Code; rather JVSW holds 300 Class C Shares. To the extent the Court does not sustain the Class C Claim Objection, Class 7, which consists solely of Class C Claims, is the sole impaired, non-accepting Class under the Plan. However, if the Court rules that the Class C Claims are "claims" under the Bankruptcy Code and are properly subordinated as argued infra, the Debtor will modify the Plan and the treatment of Class C Claims to provide that such claims will receive all remaining cash after the establishment of the reserved funds, and payment in full of all Class 1-6 claims, leaving the Class C Claims unimpaired. A copy of the Debtor's Sept. 15 memorandum of law in support of confirmation of the Plan is available for free at: http://bankrupt.com/misc/SW_Liq_572_Plan_Conf_Memo.pdf A copy of the Committee's Sept. 14 brief in support of confirmation is available for free at: http://bankrupt.com/misc/SW_Liq_567_Plan_UCC_Memo.pdf The Committee's attorneys can be reached at: KLEHR HARRISON HARVEY BRANZBURG LLp Richard M. Beck, Esq. Sally E. Veghte, Esq. 919 Market Street, Suite 1000 Wilmington, Delaware 19801 Tel: (302) 426-1189 Fax: (302) 426-9193 E-mail: rbeck@klehr.com sveghte@klehr.com The Debtor's attorneys can be reached at: LANDIS RATH & COBB LLP Adam G. Landis Kerri K. Mumford Kimberly A. Brown, Esq. 919 N. Market Street, Suite 1800 Wilmington, DE 19801 Tel: 302-467-4400 Fax: 302-467-4450 E-mail: landis@lrclaw.com mumford@lrclaw.com brown@lrclaw.com The Hill Entities' are represented by: WEIR & PARTNERS LLP Kenneth E. Aaron, Esq. Jeffrey C. Cianciulli, Esq. 824 N. Market Street, Suite 800 Wilmington, Delaware 19899 Tel: (302) 652-8181 Fax: (302) 652-8909 About Saladworks, LLC Developed in 1986, Saladworks, LLC, is the first and largest fresh-salad franchise concept in the United States. From its beginning in the Cherry Hill Mall, Saladworks quickly expanded to 12 additional locations in area malls and soon thereafter began franchising. Then with franchise agreements with 162 different franchisees, Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 15-10327) on Feb. 17, 2015. The dispute between Saladworks founder and CEO Anthony Scardapane and Vernon W. Hill, II prompted the bankruptcy filing. Scardapane's J Scar Holdings, Inc., held a 70% stake in the company while Hill's JVSW LLC held 30%. The bankruptcy case is assigned to Judge Laurie Selber Silverstein. Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in liabilities as of the Chapter 11 filing. The Debtor tapped Adam G. Landis, Kerri K. Mumford and Kimberly A. Brown of Landis Rath & Cobb LLP, as counsel; SSG Advisors, LLC, as investment banker; and Edward A. Phillips and Ryan W. Farley of EisnerAmper LLP, as financial advisor. The Debtor engaged Upshot Services LLC, as claims and noticing agent. The Official Committee of Unsecured Creditors tapped Richard M. Beck and Sally E. Veghte of Klehr Harrison Harvey Branzburg LLP, counsel to the Official Committee of Unsecured Creditors. D. Stephen Antion, Paige E. Barr, John P. Sieger, Logan J. Dolph and Scott C. Cutrow of Katten Muchin Rosenman LLP, serves as counsel to Centre Lane Partners, LLC, the buyer of most of the Debtor's assets. Saladworks, LLC, sought and obtained authority from the U.S. Bankruptcy Court for the District of Delaware to sell substantially all of its assets to SW Acquisition Company, LLC, an affiliate of Centre Lane for $16.9 million, and, pursuant to the purchase agreement, will no longer be able to use the name "Saladworks" following the closing of the sale. The Debtor changed its name to SW Liquidation LLC following the closing of the sale. The Debtor has proposed a plan of liquidation that's backed by the Creditors Committee and Scardapane but opposed by the Hill Entities. TOYS 'R' US: Fitch Affirms 'CCC' Issuer Default Ratings ------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating (IDR) and individual issue ratings for Toys 'R' Us, Inc. (Toys), Toys 'R' Us - Delaware, Inc., Toys 'R' Us Property Co. II, LLC, and Toys 'R' Us Property Co. I, LLC. KEY RATING DRIVERS Secular/Competitive Pressures Dampen Revenue Growth: Secular issues in the baby and entertainment product categories, which comprise roughly 40% of Toys' revenues, underpin Fitch's expectations for generally flat to modestly negative consolidated comparable store sales (comps) growth through the medium term. Domestic comps have been positive in only two of the last 12 quarters, hampered by the company's increased (41%) exposure to the secularly challenged baby (newborns and children up to four years old) and entertainment (video game software, systems and accessories) categories. Internationally these categories are less than 30% of revenues. On a constant currency basis, international comps have been positive in the 1% to 3% range in each of the past six quarters, benefitting from exposure to action figures and construction toys within the core toy and learning categories as well as net sales from new locations. These two categories comprise more than 50% of international revenues. For the most part, Toys is a slow growth developed market story with less than 10% of revenues in markets with high birth rates and relatively rapid increases in per capita income. More than 80% of sales are in the U.S., Europe and Japan. The population is shrinking in continental Europe and Japan (21% of 2014 revenues) with fertility rates under the 2.1 times needed to maintain a stable population. The U.S. growth rate is also shrinking, helping to limit the market for categories dependent on this population such as Toys' baby category (baby clothes, joggers, diapers etc.). Competitive intensity and channel shift adds to the secular issues. The ongoing encroachment by discount formats and the rise of ecommerce, particularly in the U.S., has contributed to a channel shift from traditional specialty brick and mortar toy retailers eating into this shrinking category. Additionally, there is a global secular decline in the video game market from physical purchases in the brick and mortar retailers to subscription and digital downloads. Per the NPD Group (NPD), dollar sales for U.S. computer and videogames purchased at physical retail stores have dwindled to 34% in 2014 from 44% in 2012. Toys has also been disadvantaged by having to maintain a large physical footprint year-round and bearing high levels of inventory risk compared to most competitors. With this, Fitch's expectation for sustained positive top line momentum is muted. Comp Variability Modest So Far: Fitch expects comps to be flat to down 2% in the near term. Despite the secular pressure on revenue growth (except for 2013 when discounting, inventory clearance and write-downs had an outsized negative impact on revenues), consolidated comps on a constant currency basis has been modest thus far. Comps have been between -2.1% and +2.1% over the past five years. While the first half is not representative of this highly seasonal company's performance, first half 2015 consolidated performance has been in line with historical levels with -1% or less. Positively, annual comp store sales have improved sequentially from -5.2% in 2012 to flat at 2014. Domestic comps have been a trouble spot with negative results in each of the past four quarters. That is not expected to abate, though there could be a modest uptick in 4Q2015 as the NPD Group expects robust 6.2% growth for traditional toys this year after many years at essentially flat levels. This should be helpful even if the company does not grow as fast - signifying market share loss - but it should still enjoy some part of the category lift. If the company can keep comps essentially flat to modestly negative and with costs declining at a much faster pace, margins and FCF should improve. Highly Seasonal Profits and FCF: Almost all of Toys' profits and FCF are generated in the fourth quarter. As with all seasonal companies, including the traditional toymakers, poor performance in one or more holiday seasons can begin a cascade of negative impacts including discounting through vendors tightening trade terms. Toys' leveraged capital structure limits its financial flexibility. Periodic Foreign Exchange Volatility: A side effect of Toys' 40% geographic diversity will be periods of currency volatility with translation creating moderate short-term swings in revenues and margins. The U.S. Dollar's strength has negatively impacted revenue growth and reduced profits in each of the past three years and through the first half of 2015. Translation negatively impacted EBITDA margins by almost 100bps in 2014 and 150bps in the first half of this year. Translation increased leverage (Total Adjusted Debt/EBITDAR) by approximately a half of a turn up to the 8x seen in 2014. The spread is even wider at the LTM. Based on current Bloomberg forecasts, average exchange rates for the Euro, Yen and Sterling are expected to be flat in 2016, which should minimize the currency impact on Toys' next year. There is also potential for an upside to gross margins with the August 2015 3.5% devaluation of the Chinese Yuan, but it would be modest next year as Toys' private label brands sourced and manufactured in China account for only 14% of products sold. EBITDA/Leverage to Improve: Despite the pressure on revenues the firm has taken two key actions, which Fitch anticipates should result in improved profitability if holiday revenues increase to the 2% range in 4Q2015. The first is a more rational approach to promotional activity, although it has meant some decline in comp store sales growth domestically. The second is reducing costs by $196 million to date with a goal of $325 million with the Fit For Growth program. As a result, Fitch expects EBITDA margins to improve to the 6% range over the next two years from the 4.5% average of the past two years. EBITDA is also anticipated to be in the $700 million range over the next two years from an average of $560 million. EBITDA growth based on cost savings further buttressed by less F/X translation in 2016 and less demand for growth based CAPEX as major projects such as side by side and flat debt is expected to result in lower leverage of around half a turn to the 7.5x range. KEY ASSUMPTIONS -- Flat to modestly negative comps to the -2% range; -- F/X will be in the -5% range in 2015, after tracking at -5.5% in the first half of this year, leading to overall revenue declines of nearly the same amount before moderating in 2016; -- EBITDA margin improvement to the 6% range over the next two years with FCF steady in the $70 million range over the comparable period. RATING SENSITIVITIES Positive Rating Action: A positive rating action could result if there is sustainable improvement in Toys' domestic comp and online traffic, which indicates stable and/or improved market share. The company's ability to maintain the benefits of cost savings is also required. Toys would need sustainable positive FCF in the $100 million range to enable it to fund moderate to meaningful levels of its financing requirements (including working capital) from internally generated cash flow. These steps are viewed as base requirements to comfortably refinance its debt maturity wall in 2017. Negative Rating Action: Toys' inability to extend or refinance its $450 million 10.375% million senior notes and the $725 million 8.25% senior secured notes before they become current in August and December 2015 would be of concern, potentially prompting a negative rating action. Additionally, a negative rating action could result if comps trends in the U.S. and international businesses revert to mid-single digit declines and/or gross margins decline meaningfully without any offset from cost reductions. This would indicate more severe market share losses and lead to tighter liquidity than Fitch's current expectation over the next 18-24 months. LIQUIDITY Adequate Near-Term FCF: FCF has been uneven over the past four years but has averaged approximately $90 million but was as high as $269 million last year. Toys was able to wring out significant improvements in working capital over the past two years, but those benefits are not expected to remain high going forward. FFO from operations will improvement strongly from the -$28 in 2013 and $215 million in 2014 to $235 million. However, lower working capital benefits are likely to leave FCF steady in the $70 million range over the next two years. The company's liquidity remains adequate under a scenario of flat to positive FCF which is expected in the next two years barring a marked under-performance from Fitch's forecasts during holiday 2015. At Aug. 1, 2015 Toys' liquidity was $914 million comprised of $417 million in cash, which Fitch views as unrestricted and available to pay down debt and $497 million in availability under the $1.85 billion ABL. However, in 2017 Toys has a $450 million 10.375% senior note and a $725 million, 8.5% senior secured notes maturing. Refinancing prospects may be heavily contingent upon holiday performance. ISSUE RATINGS BASED ON RECOVERY ANALYSIS For issuers with IDRs at 'B+' and below, Fitch performs a recovery analysis for each class of obligations of the issuer. Issue ratings are derived from the IDR and the relevant Recovery Rating and notching based on the expected recoveries in a distressed scenario of each of the company's debt issues and loans. Toys' debt is at three types of entities: operating companies (OpCo); property companies (PropCo); and HoldCo, with a summary structure highlighted below: Toys 'R' Us, Inc. (HoldCo) (I) Toys 'R' Us-Delaware, Inc. (Toys-Delaware) is a subsidiary of HoldCo. (a) Toys 'R' Us Canada (Toys-Canada) is a subsidiary of Toys-Delaware. (b) Toys 'R' Us Property Co. II, LLC (PropCo II) is a subsidiary of Toys-Delaware. (II) Toys 'R' Us Property Co. I, LLC (PropCo I) is a subsidiary of HoldCo. OpCo Debt Fitch takes the higher of liquidation value or enterprise value (based on 5.0x-5.5x multiple applied to the stressed EBITDA) at the OpCo levels - Toys-Delaware and Toys-Canada. The 5.0x-5.5x is consistent with the low end of the 10-year valuation for the public retail space and Fitch's average distressed multiple across the retail portfolio. The stressed enterprise value (EV) is adjusted for 10% administrative claims. Toys-Canada Toys has a $1.85 billion ABL revolver with Toys-Delaware as the lead borrower, and this contains a $200 million subfacility in favor of Canadian borrowers. Any assets of the Canadian borrower and its subsidiaries secure only the Canadian liabilities, besides 65% of Canadian real estate which secures the whole facility (with 50% toward the Canadian subfacility and 15% applied toward the domestic ABL and FILO term loan). The $200 million subfacility is more than adequately covered by the EV calculated based on stressed EBITDA at the Canadian subsidiary. Therefore, the fully recovered subfacility is reflected in the recovery of the consolidated $1.85 billion revolver discussed below. The residual value of approximately $200 million is applied toward the ABL revolving facility and term loan. Toys-Delaware At the Toys-Delaware level, the recovery on the various debt tranches is based on the: liquidation value of the domestic assets at the Toys-Delaware level estimated at over $1.5 billion; estimated value for Toys' trademarks and IP assets, which are held at Geoffrey, LLC as a wholly owned subsidiary of Toys-Delaware; equity residual from Toys-Canada; and the benefit to the B-4 term loan from an unsecured guarantee from the indirect parent of PropCo I. The $1.85 billion revolver is secured by a first lien on inventory and receivables of Toys-Delaware. In allocating an appropriate recovery, Fitch has considered the liquidation value of domestic inventory and receivables at the seasonal peak at the end of the third quarter, and has applied advance rates of 75% and 80%, respectively. Fitch assumes $1.3 billion, or approximately 70%, of the facility commitment is drawn under the revolver. The facility is fully recovered and is therefore rated 'B/RR1'. The FILO term loan is secured by the same collateral as the $1.85 billion ABL facility and ranks second in repayment priority relative to the ABL. The FILO tranche is governed by the residual borrowing base within the ABL facility and benefits from a lien against 15% of the estimated value of real estate at Toys-Canada. The facility is rated 'B/RR1' based on outstanding recovery prospects (91%-100%) as it benefits from the excess liquidation value of domestic inventory and A/R and the recovery on the Canadian real estate. The $1,025 million B-4 term loan benefits from the same credit support as the existing B-2 and B-3 term loans, which includes a first lien on all present and future IP, trademarks, copyrights, patents, websites and other intangible assets and a second lien on the ABL collateral. It also benefits from an unsecured guaranty by the indirect parent of PropCo I and is secured by a first priority pledge on two-thirds of the Canadian subsidiary stock. After prorating the ascribed value of the IP assets (estimated at $350 million), the residual equity in Toys-Canada and applying the benefit from the guaranty by the indirect parent of PropCo I, the B-4 term loan is expected to have good recovery prospects (51%-70%), and is therefore rated 'CCC+/RR3'. The $200 million in remaining B-2 and B-3 term loans are rated 'CCC/RR4' as they are expected to have average recovery prospects (31%-50%) mainly from their prorated claim against the IP assets. The $22 million 8.75% debentures due Sept. 1, 2021, have poor recovery prospects (0%-10%) and are therefore rated 'CC/RR6'. PropCo Debt At the PropCo levels - PropCo I, PropCo II and other international PropCos - LTM net operating income (NOI) is stressed at 20%. PropCo I and PropCo II are set up as bankruptcy-remote entities with a 20-year master lease through 2029 covering all the properties within the entities, which requires Toys-Delaware to pay all costs and expenses related to leasing these properties from these two entities. The ratings on the PropCo debt reflect a distressed capitalization rate of 12% applied to the stressed NOI of the properties to determine a going-concern valuation. The stressed rates reflect downtime and capital costs that would need to be incurred to re-tenant the space. Applying these assumptions to the $725 million 8.50% senior secured notes at PropCo II and the $985 million senior unsecured term loan facility at PropCo I results in recovery in excess of 90%. Therefore, these facilities are rated 'B/RR1'. The PropCo II notes are secured by 125 properties. The PropCo I unsecured term loan facility benefits from a negative pledge on all PropCo I real estate assets, which includes around 340 properties. Fitch typically limits the recovery rating on unsecured debt at 'RR2' or two notches above the Issuer Default Rating (IDR) level (under its criteria Recovery Ratings and Notching Criteria for Non-Financial Corporate Issuers, dated June 12, 2015). However, in the few instances where the recovery waterfall suggests an 'RR1' rating and such a recovery rating is supported by the structural and legal characteristics of the debt, unsecured debt may qualify for an 'RR1' rating. In addition, the rating also benefits from the structural consideration that Toys 'R' Us has limited capacity to secure debt using real estate given that there is a limitation on principal property of domestic subsidiaries at 10% of consolidated net tangible assets under the $400 million of 7.375% notes due 2018 issued by HoldCo. As described above, the residual value of $300 million after fully recovering the $985 million term loan at PropCo I is applied towards the Delaware B-4 term loan via an unsecured guaranty by the indirect parent of PropCo I. Toys 'R' Us, Inc. - HoldCo Debt The $450 million 10.375% unsecured notes due Aug. 15, 2017, and the $400 million 7.375% unsecured notes due Oct. 15, 2018, no longer benefit from the residual value at PropCo I and there is no residual value ascribed from Toys-Delaware or other operating subsidiaries. Therefore the HoldCo debt and the $577 million senior notes due to Toys-Delaware that are considered pari passu with the publicly traded HoldCo notes have poor recovery prospects (0%-10%) and are rated 'CC/RR6'. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Toys 'R' Us, Inc. -- IDR at 'CCC'; -- Senior unsecured notes at 'CC/RR6' Toys 'R' Us - Delaware, Inc. -- IDR at 'CCC'; -- Secured revolver at 'B/RR1'; -- Secured FILO term loan at 'B/RR1' -- Secured B-4 term loan at 'CCC+/RR3' -- Secured B-2 and B-3 term loans at CCC/RR4'; -- Senior unsecured notes at 'CC/RR6'. Toys 'R' Us Property Co. II, LLC -- IDR at 'CCC'; -- Senior secured notes at 'B/RR1'. Toys 'R' Us Property Co. I, LLC -- IDR at 'CCC'; -- Senior unsecured term Loan facility at 'B/RR1'. TRANS COASTAL SUPPLY: Can Use Cash Collateral Use Until Oct. 7 -------------------------------------------------------------- Judge Mary P. Gorman of the U.S. Bankruptcy Court for the Central District of Illinois authorized debtor Trans Coastal Supply Company, Inc., to use the cash collateral of lender U.S. Bank National Association through Oct. 7, 2015. Judge Gorman authorized the Debtor to use the following cash collateral of the Lender: (i) Cash Collateral constituting the proceeds of a settlement between the debtor and Lansing Trade Group-Kansas, in an amount up to $100,000, to pay operating expenses incurred by the Debtor in the ordinary course of business; and. (ii) Cash collateral constituting proceeds of accounts receivable that are subject to the prepetition liens, to the extent such accounts receivable proceeds are collected by Global Altus Trade Solutions ("GATS"), in an amount up to 15% of such accounts receivable proceeds that are collected by GATS, which shall be used to pay GATS for such collection services. As adequate protection for the Debtor's use of the cash collateral, the Debtor will: (i) use the cash collateral only in accordance with the manner set by the Court and (ii) will, within two business days following the Debtor's receipt thereof, remit to the Lender (A) all cash collateral and (B) all other cash proceeds of the prepetition collateral. As additional adequate protection, the Court granted the Lender a valid, binding, enforceable and duly perfected security interest in and lien and mortgage on the real property and improvements located at 2803 No. 22nd Street, Decatur, Macon County, Illinois and all proceeds, products, leases, rents and profits thereof. The Debtor's right to use the cash collateral will expire on the earliest to occur of: (i) Oct. 7, 2015; (ii) the entry by the Court of an order reversing, amending, supplementing, staying, vacating or otherwise modifying the terms of its Interim Order; (iii) the conversion of the Debtor's bankruptcy case to a case under chapter 7 of the Bankruptcy Code; (iv) the appointment of a trustee or examiner or other representative with expanded powers for the Debtor; (v) the occurrence of the effective date or consummation of a plan of reorganization, (vi) the Debtor's non-compliance with any term or provision of the Court's Interim Order, or (vii) the filing of an adversary proceeding by any party-in-interest against the Lender for any reason during the Investigation Period. The hearing to consider entry of a final order on the Debtor's Motion is scheduled on Oct. 6, 2015 at 9:30 a.m. About Trans Coastal Supply Headquartered in Decatur, Illinois, Trans Coastal Supply Company Inc ships grain and other agricultural products like the ethanol byproduct distillers dried grains (DDGS) in containers to overseas buyers. Trans Coastal Supply Company Inc. filed for Chapter 11 bankruptcy protection (Bankr. C.D. Ill. Case No. 15-71147) on July 23, 2015. Judge Mary P. Gorman presides over the Debtor's case. Jeffrey D Richardson, Esq., at Richardson & Erickson, represents the Debtor. The Debtor estimated both assets and liabilities between $10 million and $50 million. TRANS COASTAL: Court Approves AFEC Commodities as Collection Agent ------------------------------------------------------------------ Trans Coastal Supply Company, Inc. sought and obtained authorization from the Hon. Mary P. Gorman of the U.S. Bankruptcy Court for the Central District of Illinois to employ AFEC Commodities Services & Solutions, Inc. as collection agent to collect certain overseas accounts receivable. These collection efforts relate to prepetition accounts which are pledged to US Bank, N.A. which has agreed to allow the 10% commission to be deducted from its net receivables and to apply the net receivable balance to the amount the Debtor owes US Bank, N.A. Teun Baas of AFEC Commodities assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. AFEC Commodities can be reached at: Mr. Teun Baas AFEC COMMODITIES SERVICES & SOLUTIONS, INC. 205 E. Honda Bow Road Phoenix, AZ 85086 Tel: (832) 477-8842 About Trans Coastal Headquartered in Decatur, Illinois, Trans Coastal Supply Company Inc ships grain and other agricultural products like the ethanol byproduct distillers dried grains (DDGS) in containers to overseas buyers. Trans Coastal Supply Company Inc. filed for Chapter 11 bankruptcy protection (Bankr. C.D. Ill. Case No. 15-71147) on July 23, 2015. Judge Mary P. Gorman presides over the Debtor's case. Jeffrey D Richardson, Esq., at Richardson & Erickson, represents the Debtor. The Debtor estimated both assets and liabilities between $10 million and $50 million. TURNBERRY MGM GRAND: Claims Bar Date Set for October 5 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Nevada set Oct. 5, 2015, at 5:00 p.m. (prevailing Pacific Time) as deadline for creditors of Turnberry/MGM Grand Towers LLC and its debtor-affiliates to file proofs of claim against the Debtors. The Court fixed Dec. 23, 2015, at 5:00 p.m. (prevailing Pacific Time) as last day for all governmental units to file claims against the Debtors. Each proof of claim must be filed by United States mail or other hand delivery system at: Turnberry/MGM Grand Tower LLC Claims Processing c/o Prime Clerk LLC 830 3rd Avenue, 9th Floor New York, New NY 10022 Based in Las Vegas, Nevada, Turnberry/MGM Grand Towers LLC and two of its affiliates filed for bankruptcy protection under Chapter 11 on June 26, 2015 (Bankr. D. Nev. Lead Case No. 15-13706). Judge August B. Landis presides over the Debtors' cases. Gregory E Garman, Esq., at Garman Turner Gordon LLP, represents the Debtors in their cases. The Debtors estimated both assets and liabilities between $1 million and $10 million. UNISYS CORP: S&P Affirms 'B+' CCR, Outlook Negative --------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B+' corporate credit rating on Blue Bell, Pa.-based Unisys Corp. The outlook is negative. At the same time, S&P lowered the issue-level rating on the firm's existing $210 million of senior unsecured notes to 'B+' from 'BB', and revised the recovery rating on the notes to '4' from '1'. The '4' recovery rating indicates S&P's expectation for average (30%-50%; lower end of the range) recovery in the event of payment default. "Our affirmation of the corporate credit rating reflects our expectation that the firm will continue to need to seek external financing to fund announced restructuring plans," said Standard & Poor's credit analyst James Thomas. S&P believes that weak cash flow generation and the high level of upfront cash required to achieve expense reduction goals in its European operations will cause the firm to issue debt in some form over the next six months, and that leverage will broadly remain in line with our prior expectations. "Our rating on Unisys incorporates its "weak" business risk profile, reflecting our view of the company's second-tier position in the global information technology (IT) services market, the highly competitive conditions in the IT services industry, and the volatile earnings from the firm's technology hardware business. Unisys's significant base of contractually recurring service revenues partly offsets these factors. Our "aggressive" financial risk profile assessment of Unisys reflects our expectations that the company's EBITDA interest coverage will exceed 3x in the coming year and that it will be challenging for the firm to reduce its debt to EBITDA to less than 5x during the next 24 months despite its plans for expense reductions," S&P said. S&P bases its negative outlook on Unisys on S&P's expectation that it will be challenging for the company to generate free cash flow as a result of high restructuring charges and weakened margins in a highly competitive IT services environment. S&P would consider a downgrade if Unisys is unable to make headway in its cost reduction plans as a result of regulatory or other challenges and if free cash flow turns persistently negative. S&P would consider revising the outlook to stable if Unisys is able to demonstrate progress in reducing operating expenses and assumes a trajectory to raise its adjusted free cash flow to debt ratio over 5%. WORLD MARKETING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- World Marketing Chicago, LLC 15-32968 1301 W. Canal Street, Suite 100 Milwaukee, WI 53233 World Marketing Atlanta, LLC 15-32975 1301 W. Canal Street, Suite 100 Milwaukee, WI 53233 World Marketing Dallas, LLC 15-32977 1301 W. Canal Street, Suite 100 Milwaukee, WI 53233 Chapter 11 Petition Date: September 28, 2015 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Timothy A. Barnes (15-32968) Hon. Jacqueline P. Cox (15-32975) Hon. Janet S. Baer (15-32977) Debtors' Counsel: Jeffrey C Dan, Esq. CRANE HEYMAN SIMON WELCH & CLAR 135 S Lasalle St Ste 3705 Chicago, IL 60603 Tel: 312 641-6777 Fax: 312 641-7114 Email: jdan@craneheyman.com Estimated Estimated Assets Liabilities ---------- ----------- World Marketing Chicago $1MM-$10MM $1MM-$10MM World Marketing Atlanta $1MM-$10MM $1MM-$10MM World Marketing Dallas $1MM-$10MM $1MM-$10MM The petitions were signed by Robert W. Kraft, authorized individual. A. List of World Marketing Chicago's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Advance Mailing Services, Inc. $11,263 Alternative Staffing, Inc. $65,803 Bell & Howell, LLC $11,346 Continental Envelope $26,860 Continuous Printing Solutions, Inc. $25,472 Dahlgren Buckley Dement $8,779 Essentra $8,823 General Electric Capital Corp $6,882 Integrated Print & Graphics, Inc. $76,837 Jet Lithocolor, Inc. $30,587 Label Source, Inc. $16,206 Landsberg Chicago $16,954 Lindenmeyr Munroe $17,621 MCS Inc. $52,286 Pitney Bowes $21,287 RR Donnelley Logistics $322,537 RR Donnelley Presort Solutions $29,331 Think Ink $9,299 Window Book, Inc. $6,500 Xerox Corporation $28,418 B. List of World Marketing Atlant's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Accu Tek Imaging Resource, Inc. $20,916 Bid to Print, Inc. $9,463 Cobb County Tax $14,858 Continuous Printing Solutions, Inc. $40,836 CoWorx Staffing Services $15,918 Custom Graphic Services $7,077 Eastman Kodak Co. $16,799 Ennis, Inc. $21,775 Essentra $12,831 First Edge Solutions, Inc. $33,615 GE Capital $10,389 Goelzer Industries $16,586 Mac Papers $89,843 Micro Computer Solutions, Inc. $64,491 RR Donnelley Logistics Services $195,852 Sull Graphics $53,311 Three Z Printing $18,331 U.S. Tape and Label Corp. $5,118 Unisource Worldwide, Inc. $3,632 Window Book, Inc. $4,000 C. List of World Marketing Dallas's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ AC Printing $34,718 ALG Worldwide Logistics, LLC $38,533 Ameritas Life Insurance Corp. $50,533 Bridgeport Capital Funding LLC $39,750 Clampitt Paper Company $37,027 Continuous Printing Solutions, Inc. $30,862 Direct Energy $20,622 Electronics for Imaging, Inc. $27,478 Goelzer Ind/env Manufactures $34,272 InfoSeal, LLC $26,168 Label Source Ltd. $32,664 MCS Services, Inc. $51,909 Micro Computer Solutions, Inc. $17,100 MSI Worldwide Mail $51,790 RR Donnelley Logistics $83,691 Staff Force Inc. $21,391 Tension Envelope Corporation $24,158 United Parcel Service $20,088 US Postmaster $18,050 Xerox Corp $55,074 WRIGHTWOOD GUEST: Hires Walter & Wilhelm as Bankruptcy Counsel -------------------------------------------------------------- Wrightwood Guest Ranch, LLC asks for permission from the Hon. Scott C. Clarkson of the U.S. Bankruptcy Court for the Central District of California to employ Walter & Wilhelm Law Group as general bankruptcy counsel. The Debtor requires Walter & Wilhelm to: (a) take all necessary actions to protect, preserve and represent the Debtor, including if required by the facts and circumstances, the prosecution of actions and adversary or other proceedings on the Debtor's behalf; the defense of any actions and adversary or other proceedings against the Debtor; negotiations concerning all disputes and litigation in which the Debtor is involved, and, where appropriate, the filing and prosecution of objections to claims filed against the Debtor; (b) prepare on behalf of the Debtor, all necessary applications, motions, answers, orders, briefs, reports and other papers in connection with the administration of the estate; (c) develop, negotiate and promulgate a plan; and (d) perform other legal services as requested. Walter & Wilhelm will be paid at these hourly rates: Riley C. Walter $450 Michael L. Wilhelm $395 Holly Estes $225 Danielle Bethel $150 Nicole A. Medina $130 Natalie Cox $85 Melissa Ruzicka $85 Walter & Wilhelm will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to filing the petition, the Debtor paid a retainer of $30,000 to Walter & Wilhelm. The Debtor drew down $16,530.55 leaving a retainer on hand on August 31, 2015 of $13,469.45. Riley C. Walter, member of Walter & Wilhelm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Peter C. Anderson, the U.S. Trustee for Region 16 objects to the employment of Walter Wilhelm as general bankruptcy counsel. The U.S. Trustee indicated that the application does not establish Walter & Wilhelm's right to an evergreen retainer. Walter & Wilhelm can be reached at: Riley C. Walter, Esq. WALTER & WILHELM LAW GROUP 205 E. River Park Circle, Suite 410 Fresno, CA 93720 Tel: (559) 490-0949 E-mail: rileywalter@W2LG.com The U.S. Trustee is represented by: Jason Schrader, Esq. 3801 University Ave., Suite 720 Riverside, CA 92501-2804 Tel: (951) 276-6990 Fax: (951) 276-6973 E-mail: Jason.K.Schrader@usdoj.gov Masterpiece Marketing, Larry Rundle, and Snyder Dorenfeld, filed an involuntary petition against Wrightwood Guest Ranch LLC (Bankr. C.D. Calif., Case No. 15-17799) on Aug. 5, 2015. The case is assigned to Judge Scott C. Clarkson. The Petitioners' counsel is Douglas A Plazak, Esq., at Reid & Hellyer, APC, in Riverside, California. The Bankruptcy Court later granted Wrightwood Guest Ranch's request for relief under Chapter 11 and vacated the Involuntary Petition filed against the Debtor. [*] Dentons Launches Greek Desk in Brussels ------------------------------------------- Dentons announced the launch of its Greek Desk operating from the Firm's Brussels office to provide Greek, other European, US and other clients with innovative cross-border business and legal solutions on a broad range of practices including core corporate and financial regulatory legal services, expert counseling on energy, EU competition, privatization, infrastructure, debt restructuring, bank reorganization, international dispute resolution, restructuring, insolvency and bankruptcy. The wide scale reforms and the Greek Government's impending privatizations, set to be one of the largest undertaken in recent times, will see increased interest from international companies looking to establish a presence in Greece. Dentons' Greek Desk will operate as a one-stop shop for the Firm's clients already active in the Greek market as well as those considering entering for the first time. The team has a strong network of contacts in both the Greek Government and the market including in the energy, financial institutions, government, infrastructure and PPP, private equity and real estate industries. In addition, the Desk will be uniquely positioned to assist clients active in related markets in the broader Southeastern Mediterranean region, including Cyprus. Counsel Orestis Omran will head the Greek Desk. Orestis Omran is both Greek and US qualified, with extensive experience advising international and Greek companies on a full range of corporate and finance matters. A graduate of the University of Chicago Law School and a frequent speaker at international business and legal conferences on both EU and Greek law, Mr. Omran has successfully represented clients in international arbitrations and litigation before Greek courts and has handled Greek aspects of US and cross-border litigation, oil & gas, infrastructure and PPP projects, investment funds and insolvency matters, and he has strong contacts in the Greek Government and the wider market. About Dentons Dentons -- http://www.dentons.com-- is a global law firm driven to provide a competitive edge in an increasingly complex and interconnected world. A top 20 firm on the Acritas 2015 Global Elite Brand Index, Dentons is committed to challenging the status quo in delivering consistent and uncompromising quality in new and inventive ways. Dentons' clients now benefit from 3,000 lawyers and professionals in more than 80 locations spanning 50-plus countries. With a legacy of legal experience that dates back to 1742 and builds on the strengths of our foundational firms -- Salans, Fraser Milner Casgrain (FMC), SNR Denton and McKenna Long & Aldridge -- the Firm serves the local, regional and global needs of private and public clients. [*] More Companies File Second Bankruptcy After Reforms ------------------------------------------------------- Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reported that a Fordham University study shows that while Congress's changes to U.S. bankruptcy law in 2005 made corporate reorganizations faster -- to 261 days from 480 -- the proportion of companies that needed to file for chapter 11 bankruptcy a second or third time increased by 30%. According to the report, the 26-page study suggested that company executives who face new deadlines to get their business out of bankruptcy faster after the 2005 law change may lead them to "ignore operational problems and hastily attempt to emerge from its chapter 11 proceedings." ********* 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 ***