/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/151023.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, October 23, 2015, Vol. 19, No. 296 Headlines 151 MILBANK: Case Summary & 20 Largest Unsecured Creditors AK STEEL: S&P Lowers Corp. Credit Rating to 'B-' AKA REAL ESTATE: Case Summary & 2 Largest Unsecured Creditors ALLEN CONSTRUCTION: Case Summary & 22 Largest Unsecured Creditors ALLIED NEVADA: Court Approves Ernst & Young as Tax Advisors ALLIED NEVADA: Ernst & Young Approved as Tax Advisor ALLIED NEVADA: Zolfo Cooper Declares No Adverse Interest ALLY FINANCIAL: S&P Revises Outlook to Pos. & Affirms 'BB+' ICR AMERICAN APPAREL: Optimistic About Returning to Profitability AMERICAN APPAREL: Wants Court to Set December 9 as Claims Bar Date ASSURANT HEALTH: Moody's Cuts Insurance Fin. Strength Rating to Ba1 ASSURANT HEALTH: S&P Lowers Counterparty Credit Ratings to 'BB+' ATLANTIC & PACIFIC: Gets Approval to Sell Dozens of Stores ATLANTIC & PACIFIC: Has Until Plan Confirmation to Remove Actions ATLANTIC & PACIFIC: Manischevitz Buying Brooklyn Assets for $6.3M ATLANTIC & PACIFIC: Wants Nov. 11 Set as General Claims Bar Date BEHRINGER HARVARD: Gary Bresky Quits as Managing Trustee's CFO BERNARD L. MADOFF: Judge Revokes Sale of $230 Million Claim BISON PROPERTIES: E&Y to Auction Beach Hotel on December 15 CAESARS ENTERTAINMENT: Caps Off Trial Against Jr. Noteholders CARDIAC SCIENCE: Has $9-Mil. DIP Agreement with CFS 915 CARDIAC SCIENCE: Proposes CFS 915-Led Auction on Dec. 17 CARDIAC SCIENCE: Seeks to Employ Whyte Hirschboeck as Attorneys CARDIAC SCIENCE: Taps Alvarez & Marsal's Michael Kang as CRO CARDIAC SCIENCE: Wants 15-Day Extension to File Schedules CHARLES FOUNDATION: Oct. 26 Hearing on Bid to Dismiss Ch. 11 Case CHOCTAW GENERATION: Fitch Affirms 'B' Rating on $235.9MM Notes CLARKE REAL ESTATE: Files Schedules of Assets and Liabilities CLARKE REAL ESTATE: Wants to Hire Bielli & Klauder as Counsel COLFAX CORP: S&P Revises Outlook to Neg. & Affirms 'BB+' CCR COLLEGIATE ACADEMY: S&P Affirms 'B+' Rating on 2004 Revenue Bonds COLT DEFENSE: Cancels Bankruptcy Auction COLT HOLDING: Seeks Approval of Restructuring Support Agreement COMSTOCK MINING: To Receive $5.9 Million from Public Offering CONSTRUCTION LOAN: Case Summary & 5 Top Unsecured Creditors DAIICHI CHUO: Ontario Court Recognizes Japanese Proceedings DETROIT, MI: Order Denying DWSD Customers' Bid for TRO Affirmed DEWEY & LEBOEUF: Most Jurors Wanted to Acquit Davis, DiCarmine DOLPHIN DIGITAL: Amends Articles of Incorporation ENDEAVOUR INT'L: Pact Shrinks Ex-CEO's $6.2M Employment Claim ENDEAVOUR INTERNATIONAL: Cancels Registration of Securities ENERGY FUTURE: Seeks Approval for TCEH to Bid for Generation Assets ESCO MARINE: Chatsworth Securities Approved as Investment Bankers ESTATE FINANCIAL: Hearing on Ezra Brutzkus Employment Continued EWGS INTERMEDIARY: Court Issues Final Decree Closing Ch. 11 Cases EXCO RESOURCES: S&P Lowers Corporate Credit Rating to 'SD' FIBERTOWER NETWORK: Court Signs Final Decree Closing 2 Ch. 11 Cases FIRST DATA: Fitch Affirms 'B' IDR & Revises Outlook to Positive FOREVER GREEN: Ulterior Motives Can Derail Forced Bankruptcies FORTY ACRE: Ex-Counsel's Bid to Withdraw Reference Denied FRESH & EASY: To Shut Down Stores GEOMET INC: Largest Pref. Stock Holder OKs Company Dissolution GLACIAL ENERGY: Units End Chapter 11 Cases After Asset Sales GREAT ATLANTIC: Best Yet Market Offers $8.54-Mil. for NY Assets GREEN MOUNTAIN: Morris Manning Withdraws as Counsel for Dan Cowart GREYSTONE LOGISTICS: Incurs $91K Net Loss in Aug. 31 Quarter GRIFFIN SIGN: Voluntary Chapter 11 Case Summary GT ADVANCED: To Exit Hyperion Business, Sells Assets HAGGEN HOLDINGS: $92M Bankruptcy Auction Plan Gets Green Light HII TECHNOLOGIES: Court Approves Garden City as Notice Agent HII TECHNOLOGIES: Hilco Industrial Okayed as Auctioneer HII TECHNOLOGIES: Landlords Directed to Allow Access to Premises HII TECHNOLOGIES: Lists $4.1MM in Assets, $18.8MM in Debts HII TECHNOLOGIES: Meeting of Creditors Scheduled for Oct. 27 HII TECHNOLOGIES: U.S. Trustee Forms Three-Member Committee HUNTER HOSPITALITY: Dorstens' Suit Transferred to Utah Court HUTCHESON MEDICAL: Parties Object to Auction of Medical Center HYCROFT MINING: Completes Restructuring, Exits Chapter 11 Process IAC/INTERACTIVECORP: S&P Lowers CCR to 'BB', Outlook Stable ISC8 INC: Suspending Filing of Reports with SEC JARDEN CORP: S&P Releases Corrected Press Release KB YUZHNOYE: Ex-JV Partners Say Boeing Wants Too Much in $355M Suit LB STEEL LLC: Hires Perkins Coie as Bankruptcy Counsel LB STEEL LLC: Section 341 Meeting Scheduled for Dec. 1 LB STEEL LLC: Taps Development Specialists as Financial Advisor LB STEEL: In Chapter 11 to Conduct Sale Process MARSHALL OIL: Bankr. Court Abstains from Hearing Bidder's Suit MIDSTATES PETROLEUM: Provides Q3 2015 Operational Update MIDSTATES PETROLEUM: Reaffirms $252M Revolving Credit Facility MONTREAL MAINE: Molleur Law OK'd as Ch. 11 Trustee's Special Atty MORTGAGE FUND '08: Dismissal of 3 Clawback Suits Affirmed NESCO LLC: S&P Revises Outlook to Negative & Affirms 'B-' CCR ORLANDO GATEWAY: U.S. Trustee Withdraws Bid to Disqualify WHMH PALM BEACH COMMUNITY CHURCH: Tax Dispute Goes to State Court PARK 91 LLC: Liquidating Plan Confirmed by Judge PATRIOT COAL: Deutsche Bank Seeks to Lift Automatic Stay PLASTIPAK HOLDINGS: Moody's Hikes B1 Corporate Family Rating POPE LOGGING: Suit Against Hall Oil Dismissed PREMIER PEST: Bankruptcy Case Dismissed PUERTO RICO: Congress Urged to Draw Up Bankruptcy Measures QUIKSILVER INC: Seeks to Decelerate Obligations to Boardriders QUIZNOS: Investors to Appeal Dismissal of Restructuring Suit RAHNDEE INDUSTRIAL: Liable for Tax Debt as Successor in Interest RAILYARD COMPANY: Amends Schedules of Assets and Liabilities RAILYARD COMPANY: Seeks Cash Collateral Use Through Dec. 31 RANCH 967 LLC: Exit Plan Mulls Lot Sales, New $3 Million Loan RANCH 967 LLC: Moves Plan Hearing to Nov. 19 for Discovery, Talks RANCH 967: Rockafellow Seeks Stay Relief to Foreclose Property RAVENS PENTHOUSE: Case Summary & 3 Largest Unsecured Creditors RELATIVITY MEDIA: Ryan Kavanaugh-Led Group Clinches Control of Co. ROBERT J. MEIER: Objections to Ex-Wife's $300K Claim Overruled ROSETTA RESOURCES: Moody's Withdraws Ba3 Corporate Family Rating SAINT MICHAEL'S: Court OKs CohnReznick LLP as Panel's Advisor SAMSON RESOURCES: Can Hire Klehr Harrison as Co-Counsel SAMSON RESOURCES: Files Statements and Schedules SANDISK CORP: S&P Puts 'BB+' CCR on CreditWatch Negative SBMC HEALTHCARE: Court Stikes Amended Motion to Convert Case SCARBOROUGH-ST. JAMES: Bankruptcy Case Dismissed SEARS METHODIST: Has Authority to Enter into Substitution Agreement SHINGLE SPRINGS: Moody's Affirms 'B2' Corporate Family Rating SIGNAL INTERNATIONAL: Stay Modified for 2nd Cir. to Rule on Appeal STAR WEST: Moody's Puts Ba3 Rating Under Review for Downgrade SURFACEMAX INC.: Precision 2000's Bis to Dismiss Suit Denied T-L BRYWOOD: Hearing on Disclosures for Rival Plans Nov. 12 TAYLOR-WHARTON INT'L: Unsecured Creditors Blast Quick Sale TERRACE MORTGAGE: Case Summary & 7 Largest Unsecured Creditors THORNTON & CO: U.S. Trustee Seeks Chapter 7 Liquidation TIERPOINT LLC: Moody's Says B3 CFR Unaffected by Windstream Deal TLFO LLC: OK'd to Hire Epiq for Doc Review Services TLFO LLC: Oversight Committee Terminated TRIREME MEDICAL: Fears Bankruptcy After $20M Catheter Row Loss VICTORY MEDICAL: Court Approves Texas Capital Bank Settlement VIRTUAL PIGGY: Issues $200,000 Promissory Note to Investor WAFERGEN BIO-SYSTEMS: Perkins Reports 15.2% Stake as of Oct. 16 WARNER MUSIC: S&P Lowers Corp. Credit Rating to 'B', Outlook Stable WEST AIRPORT: Chapter 11 Case Dismissed XINERGY CORP: WPP LLC Named Member of Creditors' Committee XINERGY LTD: Dec. 1 Confirmation Hearing on Amended Plan ZUCKER GOLDBERG: Authorized to Make Distribution to Key Employees ZUCKER GOLDBERG: Brown Moskowitz OK'd as Litigation Counsel ZUCKER GOLDBERG: Committee Taps McCarter & English as Counsel ZUCKER GOLDBERG: Sobel & Co. OK'd to Prepare and File Tax Returns ZUCKER GOLDBERG: Spars With New Jersey Offices Landlord on Rent ZUCKER GOLDBERG: Wasserman Jurista Approved as Counsel [*] Bankr. Reform Worked But Didn't Go Far Enough, Says McMickle [*] Barnes & Thornburg Chicago Partner Named Bankruptcy Judge [*] Fitch: Unexpected Pressures to Challenge U.S. Utility Ratings [*] Global Spec.-Grade Corp. Default Rate Raise Higher in 3rd Qtr. [*] Moody's Liquidity Stress Index Remains Near 5-Year High [*] Two Senior Experts Join Huron's Business Advisory Practice [] Michigan's Statutory Lien Bill Will Raise Recoveries, Fitch Say [^] BOOK REVIEW: The Story of The Bank of America ********* 151 MILBANK: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: 151 Milbank, LLC 248 Greenwich Ave Greenwich, CT 06830 Case No.: 15-51485 Chapter 11 Petition Date: October 21, 2015 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Judge: Hon. Alan H.W. Shiff Debtor's Counsel: Thomas J. Farrell, Esq. HINCKLEY ALLEN AND SNYDER LLP 20 Church Street Hartford, CT 06103 Tel: 860-725-6200 Fax: 860-278-3802 Email: tfarrell@haslaw.com Total Assets: $4.6 million Total Debts: $4.4 million A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb15-51485.pdf AK STEEL: S&P Lowers Corp. Credit Rating to 'B-' ------------------------------------------------ Standard & Poor's Ratings Services said it lowered its corporate credit rating on West Chester, Ohio-based steel company AK Steel Corp. 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 notes one notch to 'B+' from 'BB-'. S&P's recovery rating on the secured notes remains '1', indicating its expectation for very high (90% to 100%) recovery in the event of a payment default. S&P also lowered its issue-level rating on the company's senior unsecured notes one notch to 'CCC+' from 'B-'. S&P's recovery rating on the unsecured notes remains '5', indicating its expectation for modest (10% to 30%; at the upper end of the range) recovery in the event of a payment default. "We expect AK Steel will maintain its strong liquidity position over the next 12 months, despite a challenging price and operating margin environment due mainly to imports," said Standard & Poor's credit analyst William Ferara. "We expect adjusted debt to EBITDA and EBITDA interest coverage will remain weak at above 10x and below 1.5x, respectively, in the next 12 months." S&P could lower the rating if AK Steel's liquidity position were to deteriorate, resulting in availability under its asset-based lending (ABL) revolving credit facility falling below $200 million. This could occur if steel prices continued to fall significantly or if volumes declined due to economic conditions or end-market weakness in automotive or nonresidential construction. S&P could also lower the rating if financial measures weakened further, such as EBITDA interest coverage below 1x, debt to EBITDA significantly above 10x, or EBITDA margins notably below 4%. S&P could consider a higher rating if steel market conditions improved and resulted in higher prices and operating margins and sustained stronger credit measures, with the company maintaining a strong liquidity position. Specifically, debt to EBITDA below 8x, EBITDA interest coverage of above 2x, and EBITDA margins of greater than 6% could lead to a higher rating. S&P views this scenario to be less likely over the next year given its expectation for low steel prices in this timeframe. AKA REAL ESTATE: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: AKA Real Estate, LLC 2275 Huntington Dr #913 San Marino, CA 91108 Case No.: 15-26210 Chapter 11 Petition Date: October 21, 2015 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Robert N. Kwan Debtor's Counsel: Giovanni Orantes, Esq. THE ORANTES LAW FIRM, A.P.C. 3435 Wilshire Blvd Ste 2920 Los Angeles, CA 90010 Tel: 888-619-8222 Fax: 877-789-5776 Email: go@gobklaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Chia Lien Hsu, president. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb15-26210.pdf ALLEN CONSTRUCTION: Case Summary & 22 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Allen Construction Co., Inc. 196 Bob Graham Road Sumrall, MS 39482 Case No.: 15-51716 Chapter 11 Petition Date: October 21, 2015 Court: United States Bankruptcy Court Southern District of Mississippi (Gulfport-6 Divisional Office) Judge: Hon. Katharine M. Samson Debtor's Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Pkwy. Ridgeland, MS 39157 Tel: 601 427-0048 Fax: 601-427-0050 Email: cmgeno@cmgenolaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Don H. Allen, director/president. A list of the Debtor's 22 largest unsecured creditors is available for free at http://bankrupt.com/misc/mssb15-51716.pdf ALLIED NEVADA: Court Approves Ernst & Young as Tax Advisors ----------------------------------------------------------- Allied Nevada Gold Corp., et al., sought and obtained permission from the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware to employ Ernst & Young LLP as tax advisor to the Debtors, nunc pro tunc to April 10, 2015. The Debtors require Ernst & Young to provide: Tax Advisory Services: -- Routine tax advice and assistance concerning issues as requested by the Debtors when such projects are not covered by a separate SOW and do not involve any significant tax planning or projects, and quarterly reviews of Allied Nevada Gold Corporation's ("ANG") tax provisions. -- Answering one-off questions, drafting memos describing how specific tax rules work, assisting with general transactional issues, and assisting ANG in connection with its dealings with tax authorities. -- Participating in meetings and telephone calls with ANG; participating in meetings and telephone calls with taxing authorities and other third parties where we are not representing ANG before the taxing authority; reviewing transaction-related documentation; researching technical issues; and preparing technical memoranda, letters, e- mails, and other written documentation. Tax Compliance Services: -- Review procedures with respect to ANG's U.S. federal and state income tax returns for the taxable year ended Dec. 31, 2014. -- If one or more Forms 3115 and/or elections are to be filed with ANG's 2014 tax return, will review the Forms 3115 prepared by ANG or another advisor and consult with ANG regarding the preparation of such forms and will file the duplicate forms with the IRS according to the instructions provided in the relevant revenue procedure. Tangible Property Services: -- Prepare and file any and all necessary IRS Form(s) 3115 application for Change in Accounting Method, effective for the 2014 tax return. -- Prepare any necessary elections statements related to the new regulations required for the 2014 tax return. -- At the conclusion of E&Y LLP's services, E&Y LLP will provide Allied Nevada Gold Corporation with four documents generated by the TPR Organizer Ernst & Young will be paid at these hourly rates: Partner $750 Executive Director $643 Senior Manager $616 Manager $496 Senior $458 Staff $139 Ernst & Young will also be reimbursed for reasonable out-of-pocket expenses incurred. Lynn J. Ames, partner of Ernst & Young, 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. Ernst & Young can be reached at: Lynn J. Ames ERNST & YOUNG LLP 178 South Rio Grande St., Suite 400 Salt Lake City, UT 84101 Tel: (801) 350-3300 Fax: (801) 350-3456 About Allied Nevada Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a publicly traded U.S.-based gold and silver producer engaged in mining, developing and exploring properties in the State of Nevada. ANV was spun off from Vista Gold Corp. in 2006 and began operations in May 2007. Nevada-based mining properties acquired from Vista include the Hycroft Mine, an open-pit heap leach operation located 54 miles west of Winnemucca, Nevada. ANV controls 75 exploration properties throughout Nevada as of Dec. 31, 2014. On March 10, 2015, ANV and 13 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The cases are jointly administered under Lead Case No. 15-10503. The cases are assigned to Judge Mary F. Walrath. The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer & Feld LLP as attorneys; FTI Consulting Inc. as financial advisor; Moelis & Company as financial advisor; and Prime Clerk LLC as claims and noticing agent. ANV disclosed $941 million in total assets and $664 million in total debt as of Dec. 31, 2014. ALLIED NEVADA: Ernst & Young Approved as Tax Advisor ---------------------------------------------------- The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware authorized Allied Nevada Gold Corp., et al., to employ Ernst & Young LLP as tax advisor nunc pro tunc to April 10, 2015. The order also provides that E&Y will not receive payment for any postpetition fees incurred on the Debtors' behalf prior to July 8, 2015, and E&Y will waive its right to receive any unpaid postpetition fees incurred on the Debtors' behalf prior to July 8, 2015. On Oct. 2, 2015, Victoria A. Guilfoyle, Esq., at Blank Rome LLP, counsel for the Debtors, submitted a certification regarding the application. According to Ms. Guilfoyle, the Debtors had prepared a revised proposed form of order based upon the U.S. Trustee's informal comments. The revised order has been circulated to, and approved as to form by the OUST. Accordingly, the Debtors requested entry of the revised order. The tax services to be provided under the engagement letters are: 1. Master Services Agreement 2. Tax Advisory SOW: E&Y will provide certain tax advisory services to the Debtors, including: * Routine tax advice and assistance concerning issues as requested by the Debtors when the projects are not covered by a separate SOW and do not involve any significant tax planning or projects, and quarterly reviews of Allied Nevada Gold Corporation's tax provisions. * The Tax Advisory SOW is intended to be used for engagements to respond to general tax questions and assignments that are expected, at the beginning of the project, to involve total professional time based on the actual hours incurred. The Tax Advisory SOW applies to routine tax advisory projects commenced on or before the termination of the Master Services Agreement. * Answering one-off questions, drafting memos describing how specific tax rules work, assisting with general transactional issues, and assisting ANG in connection with its dealings with tax authorities (other than serving as a representative). * Participating in meetings and telephone calls with ANG; participating in meetings and telephone calls with taxing authorities and other third parties where we are not representing ANG before the taxing authority; reviewing transaction-related documentation; researching technical issues; and preparing technical memoranda, letters, e-mails, and other written documentation. 3. Tax Compliance SOW: E&Y will provide certain tax compliance Services to ANG, including: * Review procedures with respect to ANG's U.S. federal and state income tax return(s) for the taxable year ended Dec. 31, 2014. If one or more Forms 3115 or elections are to be filed with ANG's 2014 tax return, will review the Form(s) 3115 prepared by ANG or another advisor and consult with ANG regarding the preparation of such form(s) and will file the duplicate form(s) with the IRS according to the instructions provided in the relevant revenue procedure. 4. Tangible Property SOW: E&Y will provide certain tax advisory Services to ANG related to adoption of the Tangible Property Regulations, contingent upon the Bankruptcy Court's approval of EY's retention in accordance with the terms and conditions that are set forth in the Master Services Agreement and the Tangible Property SOW, including: * Prepare and file any and all necessary IRS Form(s) 3115 Application for Change in Accounting Method, effective for the 2014 tax return. * Prepare any necessary elections statements related to the new regulations required for the 2014 tax return. * At the conclusion of E&Y LLP's services, E&Y LLP will provide Allied Nevada Gold Corporation with the following four documents generated by the TPR Organizer (E&Y LLP's proprietary program designed to address TPR compliance): * TPR Organizer survey questions and Allied Nevada Gold Corporation's responses. * TPR Organizer Assessment Report (i.e., E&Y LLP's recommendations for TPR compliance based on Allied Nevada Gold Corporation's representations). * Forms 3115 and related attachments for TPR method changes required under Rev. Proc. 2011-14, Appendix § 10.11, as amended by Rev. Proc. 2014-16. * TPR Election Statements (as applicable) for the 2014 tax return. E&Y's hourly rates in effect under the Engagement Letters are: Title Rate Per Hour ----- ------------- Partner $750 Executive Director $643 Senior Manager $616 Manager $496 Senior $458 Staff $139 To the best of the Debtors' knowledge, E&Y is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Allied Nevada Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a publicly traded U.S.-based gold and silver producer engaged in mining, developing and exploring properties in the State of Nevada. ANV was spun off from Vista Gold Corp. in 2006 and began operations in May 2007. Nevada-based mining properties acquired from Vista include the Hycroft Mine, an open-pit heap leach operation located 54 miles west of Winnemucca, Nevada. ANV controls 75 exploration properties throughout Nevada as of Dec. 31, 2014. On March 10, 2015, ANV and 13 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The cases are jointly administered under Lead Case No. 15-10503. The cases are assigned to Judge Mary F. Walrath. The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer & Feld LLP as attorneys; FTI Consulting Inc. as financial advisor; Moelis & Company as financial advisor; and Prime Clerk LLC as claims and noticing agent. ANV disclosed $941 million in total assets and $664 million in total debt as of Dec. 31, 2014. ALLIED NEVADA: Zolfo Cooper Declares No Adverse Interest -------------------------------------------------------- David Macgreevey, managing director of the firm Zolfo Cooper, LLC, filed a declaration with the U.S. Bankruptcy Court for the District of Delaware, assuring the Court that the firm represents no interest adverse to any party, except that as a managing director of Zolfo Cooper, he is connected with the Official Committee of Unsecured Creditors in the Chapter 11 cases of Allied Nevada Gold Corp., et al., by virtue of the firm's engagement as financial advisor to the Creditors Committee. On May 11, 2015, the Court authorized the Creditors Committee to retain Zolfo Cooper as bankruptcy consultants and financial advisors nunc pro tunc to March 23, 2015. Zolfo Cooper is expected to, among other things: (a) analyze and comment on operating and cash flow projections, business plans, operating results, financial statements, other documents and information provided by the Debtors' professionals, and other information and data pursuant to the Committee's request; (b) advise the Committee concerning interfacing with the Debtors, other constituencies and their respective professionals; and (c) prepare for and attend meetings of the Committee. The Court also ordered that compensation and out of pocket expenses will be paid to Zolfo Cooper as an administrative expense. The billing rates for professionals who may be assigned to the engagement in effect as of Jan. 1, 2015, are: Managing Directors $775 - $925 Professional Staff $265 - $770 Support Personnel $60 - $310 Zolfo Cooper also charges for reasonably incurred, out-of-pocket expenses associated with an assignment, including, any applicable state sales or excise taxes and other direct expenses. About Allied Nevada Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a publicly traded U.S.-based gold and silver producer engaged in mining, developing and exploring properties in the State of Nevada. ANV was spun off from Vista Gold Corp. in 2006 and began operations in May 2007. Nevada-based mining properties acquired from Vista include the Hycroft Mine, an open-pit heap leach operation located 54 miles west of Winnemucca, Nevada. ANV controls 75 exploration properties throughout Nevada as of Dec. 31, 2014. On March 10, 2015, ANV and 13 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The cases are jointly administered under Lead Case No. 15-10503. The cases are assigned to Judge Mary F. Walrath. The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer & Feld LLP as attorneys; FTI Consulting Inc. as financial advisor; Moelis & Company as financial advisor; and Prime Clerk LLC as claims and noticing agent. ANV disclosed $941 million in total assets and $664 million in total debt as of Dec. 31, 2014. ALLY FINANCIAL: S&P Revises Outlook to Pos. & Affirms 'BB+' ICR --------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its outlook on Ally Financial Inc. to positive from stable. At the same time, S&P affirmed its ratings on Ally, including S&P's 'BB+/B' issuer credit ratings. "The outlook revision reflects Ally's progress diversifying its automotive finance origination channels, good asset performance, growing deposit base, and strong capital adequacy," said Standard & Poor's credit analyst Matthew Carroll. Ally's consumer auto originations increased 2.6% through the first half of 2015, with non-General Motors/Chrysler originations increasing 56%. Ally has increased the size of its sales force and became a preferred provider for Mitsubishi and Aston Martin in 2015. Historically, the majority of Ally's consumer automotive financing originations have been through GM, which accounted for a 63% share of Ally originations in 2014, while Chrysler accounted for 17% and all others accounted for 20%. Ally was previously party to separate agreements with both GM and Chrysler that provided for certain exclusivity privileges related to subvention programs that they offered, which expired in 2014 and 2013, respectively. Asset quality metrics have remained good, even as Ally diversifies its originations. Ally reported a consolidated net charge-off rate of 0.4% in second-quarter 2015. At the same time, its allowance for loan losses, which was 0.9% of loans, was 151.6% of nonperforming loans and 243.8% of net charge-offs. Deposits have increased to $61.9 billion as of June 30, 2015, from $56.1 billion 12 months prior, and deposit funding is now roughly 45% of the company's total funding. While Ally has implemented approved capital management plans to reduce high cost preferred stock, its capital adequacy remains strong, in S&P's view, as reflected by a Standard & Poor's risk-adjusted capital (RAC) ratio of about 11% as of June 30, 2015. On a regulatory basis, Ally reported an 11.7% Tier 1 capital ratio and a common equity Tier 1 ratio of 9.8%, on a Basel III transition basis. S&P could raise its long-term issuer credit rating on the company if over the next 12 months Ally maintains a Standard & Poor's RAC ratio above 10%, continues to improve profitability, and maintains its good asset performance while diversifying its origination channels. If S&P raises its long-term issuer credit rating to 'BBB-', S&P would also raise its short-term issuer credit rating to 'A-3'. S&P likely would revise its outlook to stable if it expected capital management actions to reduce Ally's RAC ratio below 10%. While less likely, S&P could lower its ratings on the company if asset performance weakened due to relaxed lending standards and capital adequacy significantly weakened. AMERICAN APPAREL: Optimistic About Returning to Profitability ------------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported that American Apparel is projecting that it will return to profitability in 2018 if its court-supervised restructuring in Delaware is completed as planned, but the retailer raised concern on Oct. 15, 2015, that ex-CEO Dov Charney may undermine the company's turnaround efforts after it emerges from Chapter 11. American Apparel filed a slew of papers with the Delaware bankruptcy court that highlight the fissure between Charney, who was fired for alleged misconduct last year, and the company's new management team that is seeking to revive the fallen retailer. About American Apparel American Apparel, Inc., American Apparel (USA), LLC, American Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc., KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12055) on Oct. 5, 2015. The petition was signed by Hassan Natha as chief financial officer. The Debtors reported total assets of $199,360,934 and total liabilities of $397,576,744. The Debtors and their non-debtor affiliates operate a vertically integrated manufacturing, distribution, and retail business focused on branded fashion-basic apparel, employing approximately 8,500 employees across six manufacturing facilities and approximately 230 retail stores in the United States and 17 other countries worldwide. The Debtors have engaged Jones Day as restructuring counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis & Company as investment banker, FTI Consulting, Inc. as financial advisor, DJM Real Estate as real estate consultant and Garden City Group, LLC as claims and noticing agent. AMERICAN APPAREL: Wants Court to Set December 9 as Claims Bar Date ------------------------------------------------------------------ American Apparel Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to set Dec. 9, 2015, at 5:00 p.m. (prevailing Eastern time) as deadline for persons to file proofs of claim of any kind that arose before their bankruptcy filing. The Debtors also ask the Court to fix April 4, 2015, at 5:00 p.m. (prevailing Eastern time) as last day for governmental units to file their claims. The Debtors tell the Court that, in order for them to make distributions under any plan confirmed, they require, among other things, complete and accurate information regarding the nature, validity and amount of claims that will be asserted in these Chapter 11 cases. About American Apparel American Apparel, Inc., American Apparel (USA), LLC, American Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc., KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12055) on Oct. 5, 2015. The petition was signed by Hassan Natha as chief financial officer. The Debtors reported total assets of $199,360,934 and total liabilities of $397,576,744. The Debtors and their non-Debtor affiliates operate a vertically integrated manufacturing, distribution, and retail business focused on branded fashion-basic apparel, employing approximately 8,500 employees across six manufacturing facilities and approximately 230 retail stores in the United States and 17 other countries worldwide. The Debtors have engaged Jones Day as restructuring counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis & Company as investment banker, FTI Consulting, Inc. as financial advisor, DJM Real Estate as real estate consultant and Garden City Group, LLC as claims and noticing agent. ASSURANT HEALTH: Moody's Cuts Insurance Fin. Strength Rating to Ba1 ------------------------------------------------------------------- Moody's Investors Service has affirmed the debt ratings of Assurant, Inc. (NYSE: AIZ; senior debt at Baa2) and the A2 insurance financial strength (IFS) rating of its property-casualty operations, all with a stable outlook. In addition, Moody's has downgraded to Ba1 from Baa3 the insurance financial strength (IFS) ratings of Time Insurance Company (TIC) and John Alden Life Insurance Company (JALIC), which constitute AIZ's health segment (collectively, Assurant Health, or AH). The outlook on these companies remains negative. The rating actions follow AIZ's recent 8K SEC filing that it expects AH to incur Q3 2015 pre-tax losses in the range of $215 to $230 million, driven by higher than expected claims experience on individual major medical policies sold under the Affordable Health Care (ACA). The ratings of AIZ's Employee Benefit subsidiary was not affected by this rating action. RATINGS RATIONALE ASSURANT P&C Moody's said that the affirmation of the A2 IFS ratings of the lead operating subsidiaries of the Assurant P&C Group, and the A3 IFS rating of American Bankers Life Assurance Company of Florida (ABLAC), all with a stable outlook, are based on the group's strong market position in a number of niche, specialty property & casualty insurance markets, such as lender-placed homeowners insurance, credit insurance/protection, multifamily housing products, and extended service contracts/warranties. These lines of business are complex, generally have limited market competition, and the company maintains strong relationships with various distributors. These characteristics provide competitive advantages for Assurant including pricing flexibility and fairly stable revenues as well as strong profitability. The rating agency added that somewhat offsetting these strengths is the group's overall modest scale, substantial level of catastrophe exposure (particularly gross of reinsurance) from its lender-placed homeowners line, and exposure to adverse changes in the legal and regulatory environment given its niche products. The Assurant Solutions segment grew rapidly in 2014, partially as a result of growth in recently-introduced mobile client marketing programs as well as the acquisition of Lifestyle Services Group, a mobile phone insurance provider in the UK. Rapid growth through new products and acquisitions carries more risk than established lines. Factors that could lead to an upgrade of Assurant P&C's IFS ratings include: significantly reduced catastrophe exposure, continued strong earnings (return on surplus above 10%), and consolidated financial leverage consistently below 15%. Conversely, factors that could lead to a downgrade include: deterioration in profitability (i.e. return on surplus in the low single digits), an increase in catastrophe exposure (on either a gross or net basis) as a percentage of surplus, or catastrophe losses in excess of expectations (e.g. causing a 10% or more decline in surplus), sustained increase in underwriting leverage at levels above 5x, material reduction in parent company liquid resources (i.e. below $500 million), consolidated adjusted financial leverage exceeding 25%, or earnings coverage of interest less than 5x for an extended period. HEALTH OPERATIONS Moody's said that the AH downgrade reflects the ongoing deterioration in the health group's claims experience relative to rating expectations, offset to some extent by expected financial/capital support from AIZ, as needed, to manage the runoff of the struggling health business. According to Vice President and Senior Credit Officer Laura Bazer, "AH's expected Q3 2015 loss, which follows a $284 million pre-tax net loss for the first half of 2015, indicates the difficulty of forecasting ACA policy claims experience accurately." Approximately $190 to $195 million of the third quarter pre-tax charge is an additional contribution to a recently- established premium deficiency reserve meant to cover the excess of expected claims and future expenses over revenues (mostly premiums) through 2017. Moody's added that without on-going capital and other financial support from AIZ, AH's ratings would be lower. The rating agency said that the negative outlook on AH reflects the possibility of further unexpected losses in excess of what was assumed in the PDR, given the uncertainty of future claims results; potentially lower levels of capital, given the runoff status of the business; and the possibility of a lower level of commitment from AIZ, as the business winds down. Moody's expects the NAIC Risk Based Capital (RBC) ratios of TIC and JALIC to each be above 200% (Company Action Level) as of year-end 2015. AIZ expects to contribute $200 million in capital contributions to AH in the fourth quarter. Moody's noted that given the negative outlook, an upgrade of AH's ratings would be unlikely. However, the following factors could return the outlook back to stable from negative: the completion of the AH business wind-down by end of 2016 without significant additional losses (e.g., pre-tax losses greater than $200 million through YE 2017); strong explicit support of TIC and JALIC from AIZ; and/or NAIC Risk Based Capital consistently above 200% (company action level) for TIC and JALIC. Conversely, Moody's said factors that could lead to a downgrade of JALIC and TIC are: further significant losses through the end of 2016 as the AH business winds down (e.g., in excess of $200 million through YE 2017); actual or perceived weakening of AIZ financial support to the entities; and/or NAIC RBC ratio below 200% (company action level) by year-end 2015 and thereafter. ASSURANT INC. The rating agency said that the affirmation of Assurant, Inc's debt ratings (senior debt at Baa2) with a stable outlook reflects the view that while the pre-tax charge related to Assurant Health is significant in relation to the company's five-year average annual net income of about $450 million, it is still manageable within the company's current ratings. Assurant's ratings are based on the diversified revenues and earnings from the combined P&C operations, strong profitability, and significant holding company liquidity ($459 million as of June 30, 2015). These strengths are offset by significant product concentration in the lender-placed business with its associated catastrophe exposure as well as regulatory and legal risks. The company's financial leverage as of June 30, 2015 was moderate at about 23%. Moody's expects the company to manage its share buyback program prudently. The Baa2 senior debt rating is three notches below the A2 IFS ratings of Assurant's lead property and casualty companies as the primary supporter of Assurant's debt obligations. Factors that could lead to an upgrade of Assurant, Inc.'s debt ratings include: an upgrade of the insurance financial strength ratings of the company's lead US property and casualty insurance subsidiaries, significantly reduced catastrophe exposure in the group's P&C operations, and consolidated financial leverage consistently below 15%. Conversely, factors that could lead to a downgrade include: -a downgrade of the insurance financial strength ratings of the company's lead US property and casualty insurance subsidiaries, additional losses at Assurant Health exceeding $200 million as the operation winds down through 2016, consolidated adjusted financial leverage exceeding 25%, earnings coverage of interest less than 5x for an extended period, or material reduction in parent company liquid resources (i.e. below $500 million). The following ratings were affirmed with a stable outlook: Assurant, Inc. -- long term issuer ratings of Baa2; senior unsecured debt rating of Baa2; provisional senior shelf rating of (P)Baa2; provisional subordinated debt rating of (P)Baa3; provisional preferred stock rating of (P)Ba1; provisional preferred non-cumulative stock rating of (P)Ba1; and short-term rating for commercial paper ratings of P-2; American Security Insurance Company - insurance financial strength at A2; American Bankers Ins. Co. of Florida -- insurance financial strength at A2; American Bankers Life Assurance Co of Florida - insurance financial strength at A3. The following ratings were downgraded with a negative outlook: John Alden Life Insurance Company -- insurance financial strength to Ba1 from Baa3; and Time Insurance Company -- insurance financial strength to Ba1 from Baa3. Assurant is a publicly-traded, diversified insurance operation headquartered in New York, NY. For the first six months of 2015, Assurant reported total revenue of $5.2 billion and net income of $83 million. Shareholders' equity was $4.8 billion at June 30, 2015. ASSURANT HEALTH: S&P Lowers Counterparty Credit Ratings to 'BB+' ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its financial strength and long-term counterparty credit ratings on Assurant Inc.'s health operating subsidiaries, Time Insurance Co. and John Alden Life Insurance Co. (collectively, Assurant Health) to 'BB+' from 'BBB-'. The outlook is stable. Assurant Inc. announced on Oct 20, 2015, that its health operations would report after-tax (net) losses of $140 million-$150 million for third-quarter 2015. This will be on top of Assurant Health's net loss of $207 million for the first six months of 2015. Even if S&P excludes the company's premium deficiency reserves, it expects its 2015 net loss to be more than its previous expectations, indicating the potential for higher-than-expected strain on earnings and capital for the full year. The losses are due to continued higher-than-expected claims experience. Furthermore, as Assurant Health's top line declines (as expected for a company in run-off), the continued higher-than-expected claims experience puts significant stress on the company's operations. This is why S&P is lowering its view of the company's business risk profile to vulnerable from fair, and lowering the overall rating by one notch. The Assurant group has stated its intent to support its health operations during the run-off period. It has infused additional capital (about $240 million so far this year, with an additional $200 million expected in the fourth quarter) into its health entities, which helps maintain capital adequacy at Assurant Health. S&P expects Assurant Health to maintain a capital redundancy at least at the 'BBB' level, per S&P's risk-based insurance capital model, during the run-off process. The stable outlook reflects S&P's expectation that Assurant Health will report net losses for the full year but maintain capital adequacy at least at the 'BBB' level as per S&P's capital model. S&P may take a negative rating action if Assurant Health's capital deteriorates, resulting in a redundancy below the 'BBB' level per S&P's insurance capital model. There is limited upside to the rating at this time given the expected compression in earnings in the near term. ATLANTIC & PACIFIC: Gets Approval to Sell Dozens of Stores ---------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported that the owner of the A&P and Pathmark supermarket chains on Oct. 16, 2015, got approval from a New York bankruptcy judge to sell dozens of stores as the company continues to shrink its operations and move through a court-supervised restructuring. U.S. Bankruptcy Judge Robert Drain approved several sales brought by debtor The Great Atlantic & Pacific Tea Co., including a $40 million sale to competitor Wakefern Food Corp, which owns the ShopRite chain. About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors to serve On the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as serves as its financial advisors and bankruptcy consultants. Elise S. Frejka was appointed as consumer privacy ombudsman. ATLANTIC & PACIFIC: Has Until Plan Confirmation to Remove Actions ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York extended The Great Atlantic & Pacific Tea Company, Inc., et al.'s time to file notices of removal of civil actions until the date an order is entered confirming a chapter 11 plan. Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors to serve On the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as serves as its financial advisors and bankruptcy consultants. Elise S. Frejka was appointed as consumer privacy ombudsman. ATLANTIC & PACIFIC: Manischevitz Buying Brooklyn Assets for $6.3M ----------------------------------------------------------------- Manischevitz Family LLC has made a $6.3 million offer to acquire some of A&P Real Property LLC's assets. The assets include a lease on an A&P store located at 1-37 12th Street, in Brooklyn, New York, according to a sale agreement entered into by the companies. The companies signed the deal following a two-day auction held earlier this month where Manischevitz emerged as the winning bidder. Manischevitz beat out rival bidder Wakefern Food Corp. Manischevitz also won the auction for A&P's assets, including a lease on a store located at 1245 61st Street, in Brooklyn. The company subsequently assigned its $6 million bid to New York-based Strulovitch Family LLC. Both sale transactions are subject to court approval. Hamilton Plaza Associates filed an objection to the Manischevitz deal in which the landlord complained about A&P's failure to provide "adequate assurance of future performance." About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors to serve on the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as serves as its financial advisors and bankruptcy consultants. Elise S. Frejka was appointed as consumer privacy ombudsman. ATLANTIC & PACIFIC: Wants Nov. 11 Set as General Claims Bar Date ---------------------------------------------------------------- The Great Atlantic & Pacific Tea Company, Inc., et al., ask the U.S. Bankruptcy Court for the Southern District of New York to establish: a. Nov. 11, 2015, at 5:00 p.m., as the deadline for each person or entity, but not including governmental units, to file proofs of claim; b. Jan. 16, 2016 at 5:00 p.m., as the deadline for governmental units to file a proof of claim against any of the Debtors. Proofs of claim must be filed with the Court-approved claims agent, Prime Clerk LLC by delivering the original proof of claim form by hand, or mailing the original proof of claim: if by overnight courier, hand delivery, or first class mail: The Great Atlantic & Pacific Tea Company, Inc. Claims Processing Center c/o Prime Clerk LLC 830 3rd Avenue, 3rd Floor New York, NY 10022 or if by hand delivery: United States Bankruptcy Court, SDNY 300 Quarropas Street White Plains, NY 10601 About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors to serve On the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as serves as its financial advisors and bankruptcy consultants. Elise S. Frejka was appointed as consumer privacy ombudsman. BEHRINGER HARVARD: Gary Bresky Quits as Managing Trustee's CFO -------------------------------------------------------------- Gary S. Bresky resigned as the chief financial officer and executive vice president of Behringer Harvard Short-Term Opportunity Liquidating Trust's managing trustee, Behringer Harvard Advisors II LP and all other officer positions with the Managing Trustee and with the Trust's subsidiaries, according to a regulatory filing with the Securities and Exchange Commission. About Behringer Harvard Addison, Tex.-based Behringer Harvard is a limited partnership formed in Texas on July 30, 2002. The Company's general partners are Behringer Harvard Advisors II LP and Robert M. Behringer. As of Sept. 30, 2011, seven of the twelve properties the Company acquired remain in the Company's portfolio. The Company's Agreement of Limited Partnership, as amended, provides that the Company will continue in existence until the earlier of Dec. 31, 2017, or termination of the Partnership pursuant to the dissolution and termination provisions of the Partnership Agreement. Plan of Liquidation On Feb. 11, 2013, the Partnership completed its liquidation pursuant to a Plan of Liquidation adopted by Behringer Harvard Advisors II LP, as its General Partner. The Plan provided for the formation of a liquidating trust, Behringer Harvard Short-Term Opportunity Liquidating Trust, for the purpose of completing the liquidation of the assets of the Partnership. In furtherance of the Plan, the Partnership entered into a Liquidating Trust Agreement with one of the Partnership's General Partners, Behringer Advisors II, as managing trustee, and CSC Trust Company of Delaware, as resident trustee. As of the Effective Date, each of the holders of limited partnership units in the Partnership received a pro rata beneficial interest in the Liquidating Trust in exchange for such holder's interest in the Partnership. In accordance with the Plan and the Liquidating Trust Agreement, the Partnership has transferred all of its remaining assets and liabilities to the Partnership to be administered, disposed of or provided for in accordance with the terms and conditions set forth in the Liquidating Trust Agreement. The General Partners elected to liquidate the Partnership and transfer its remaining assets and liabilities to the Liquidating Trust as a cost saving alternative that the General Partners believed to be in the best interests of the investors. The expenses associated with operating a public reporting entity, like the Partnership, are comparatively high and therefore detract from distributable proceeds and returns it can make to its investors. The reorganization into a liquidating trust enables us to reduce costs associated with public reporting obligations and related audit expenses that are not applicable to the Liquidating Trust, helping to preserve capital throughout our disposition phase for the benefit of our investors. Cutting expenses and maximizing investor returns is a primary focus in this disposition phase. The Partnership's principal demands for funds in the next twelve months and beyond will be for the payment of operating expenses, recurring debt service and further principal paydowns on its outstanding indebtedness as required by its lender. The Liquidating Trust had notes payable totaling $1 million at Dec. 31, 2014, of which all was to Behringer Harvard Holdings, LLC, a related party. BERNARD L. MADOFF: Judge Revokes Sale of $230 Million Claim ----------------------------------------------------------- Jacqueline Palank at The Wall Street Journal reported that a bankruptcy judge agreed to undo the sale of a $230 million claim against Bernard Madoff's liquidating investment firm, offering hopes of a higher recovery to certain Madoff investors. Judge Stuart Bernstein of the U.S. Bankruptcy Court in Manhattan this week said he'd break off the sale of the claim, held by major Madoff feeder fund Fairfield Sentry Ltd. Fairfield, a British Virgin Islands fund that funneled nearly all of its investors' cash to Mr. Madoff, had sought to undo a pending sale of the claim after a massive settlement with another of Mr. Madoff's investors dramatically changed the playing field and drove up the price such claims were fetching on the secondary market. In the litigation that arose over Fairfield's bid to break off the deal with proposed buyer Farnum Place LLC, early rulings didn't give Fairfield hope—that is, until the U.S. Second Circuit Court of Appeals weighed in. In an opinion issued last fall, the Second Circuit found that lower courts erred in declining to reconsider the sale and directed the bankruptcy court to do so. Fairfield was granted a $230 million claim against Mr. Madoff's investment firm, Bernard L. Madoff Investment Securities LLC, in connection with the losses its investors suffered when Mr. Madoff's massive Ponzi scheme came to light in 2008. Both Mr. Madoff's firm and Fairfield went into liquidation after the fraud's exposure. Fairfield later agreed to sell that claim to Farnum Place for nearly $74 million, court papers show. Sales of such claims are common, as they help sellers get a quick payment and allow buyers to make a bet that they'll collect more on the claim than what they pay for it. Shortly after the claim sale was negotiated, however, a landmark $7 billion settlement with another of Mr. Madoff's investors was reached that dramatically increased the amount of money available to repay those cheated in the fraud. As a result, trading prices for claims against Mr. Madoff's firm soared, making the proposed sale of the Fairfield claim a potential windfall for Farnum Place but not such a good deal for Fairfield. Farnum had opposed Fairfield's bid to have the sale thrown out, arguing the importance of the claim's increase in value was overemphasized while other factors, such as the integrity of the process by which the claim was put up for sale, weren't given enough weight, according to court papers. However, in an opinion handed down on Oct. 13, 2015, Judge Bernstein found that Fairfield's liquidator "demonstrated a sound business reason" for breaking off the sale given the change in value as well as the chances that the claim's value could rise even further. Fairfield's liquidator should be allowed to sell the claim at a higher price or hang onto the claim and reap the recoveries for the fund's creditors, the judge concluded. "The sale price of the Sentry claim...is disproportionately low in light of its increased value, and the alternative to the sale to Farnum, under which [Fairfield's liquidator] will hold the claim and receive his distribution or sell it to someone else at a much higher price, is in the best interest of the Sentry estate," Judge Bernstein wrote. Quinn Emanuel Urquhart & Sullivan attorney Eric Winston, representing Farnum Place, said on Oct. 15, 2015, that "we are reviewing the ruling" and declined further comment. "We're extraordinarily happy that the claim has been returned to the liquidator to realize its full value for the benefit of the Fairfield stakeholders," said David Molton, the Brown Rudnick attorney representing Fairfield's liquidator. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of the end of May 2015, the SIPA Trustee has recovered more than $10.699 billion and has distributed approximately $7.576 billion. When additional settlements awaiting distribution are taken into account, the recovery in the Madoff liquidation proceeding totals $10.734 billion. BISON PROPERTIES: E&Y to Auction Beach Hotel on December 15 ----------------------------------------------------------- The Honorable Madam Justice Brown of the Supreme Court of British Columbia in the Bankruptcy and Insolvency approved the sale and solicitation procedures ("SISP") for the luxury-seaside hotel, Oak Bay Beach Hotel, which located at 1175 Beach Drive, Victoria, British Columbia. A full-text copy of the sale process court order is available at http://www.ey.com/ca/oakbaybeachhotel The hotel is owned by Bison Properties Ltd. The SISP will include these key steps: Step Activity Deadline ---- -------- -------- 1 Potential Bidders to execute December 14, 2015 Confidentiality Agreements in order to access the electronic data room 2 Potential Bidders submit non-binding The LOI Deadline Letters of Intent (December 15, 2015) 3 Completion of preliminary due The LOI Deadline diligence of prospective purchasers (December 15, 2015) that sign the Confidentiality Agreement 4 Qualified Bidders notified December 22, 2015 5 Qualified Bidders to submit Bid Submission Deadline Bids/Acquisition Agreements (January 15, 2016) 6 Negotiation of definitive Acquisition Definitive Documents Agreement with Qualified Bidder(s) Deadline (February 12, 2016) 7 Court approval of definitive March 4, 2016 Acquisition Agreement with the selected Qualified Bidder(s) 8 Closing of transaction Dependent on nature of the transaction All documents and correspondence to be delivered to a party in connection with this SISP shall be delivered by personal delivery, courier, or email: To the Receiver at: Ernst & Young Inc., in its capacity as Court appointed receiver of Bison and others Pacific Centre, 700 West Georgia Street P.O. Box 10101 Vancouver, British Columbia V7Y 1C7 Tel: 604 899 3566 or 604 891 8475 Attention: Mr. Michael Bell Mr. Andrew McConney Email: mike.bell@ca.ey.com andrew.mcconney@ca.ey.com CAESARS ENTERTAINMENT: Caps Off Trial Against Jr. Noteholders ------------------------------------------------------------- Jessica Corso at Bankruptcy Law360 reported that Caesars Entertainment Operating Co. wrapped its case on Oct. 16, 2015, against junior noteholders trying to move the company's bankruptcy to Delaware, with a CEOC board member telling an Illinois bankruptcy judge that the creditors were being "aggressive" in their fight for a $225 million interest payment. CEOC director Steven Winograd, who joined the company in June 2014, said board members had discussed the possibility of an involuntary bankruptcy petition being filed once CEOC missed an interest payment on certain second-lien notes. 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 reason. CARDIAC SCIENCE: Has $9-Mil. DIP Agreement with CFS 915 ------------------------------------------------------- Cardiac Science Corporation seeks permission from the Bankruptcy Court to enter into a debtor-in-possession loan agreement with CFS 915 LLC providing for post-petition funds in the form of revolving loans amounting to $9,000,000, of which $4,975,000 will be available during the interim period. The Debtor also seeks authority to use pre-petition collateral, including cash collateral, and to provide adequate protection to HDFC Bank Limited and CFS 915 -- which separately extended credit to the Debtor under certain Pre-Petition Credit Agreement -- with respect to any diminution in value of their respective interests in the Pre-Petition Collateral. The Debtor asserts it does not have sufficient unencumbered funds with which to implement an orderly sale process or preserve and protect its assets pending a sale, without access to post-petition financing. "The Debtor has an immediate need for post-petition financing under the DIP Loan Agreement to continue to finance its post-petition operations and pay administrative expenses," says Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek, S.C., counsel to the Debtor. "The DIP Loan Agreement also is necessary to provide assurance to employees, landlords, utilities and other parties that they will be paid on a timely basis for post-petition services," he adds. The Revolving Commitment will mature and will be due and payable in full on the earlier of (1) 45 days following the Petition Date, unless the Court has entered a final order by that date, and (2) Jan. 4, 2016, or any earlier date on which the Revolving Commitment is reduced to zero or otherwise terminated pursuant to the terms of the DIP Loan Agreement. The obligations under the DIP Loan Agreement will bear interest at a per annum rate equal to the Base Rate plus 8%. "Base Rate" means, for any day, a rate per annum equal to the highest of (a) 1.0% and (b) the rate last quoted by The Wall Street Journal as the "Prime Rate" in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Lender) or any similar release by the Federal Reserve Board (as determined by the Lender). If an Event of Default is continuing under the DIP Loan Agreement, obligations thereunder will be subject to a default rate of interest equal to the per annum rate otherwise applicable plus 2% per annum. As security for all of Cardiac Science's obligations under the DIP Loan Agreement, the Company will grant CFS 915 a valid and perfected superpriority security interest in, and lien on, all DIP Collateral of the Company pursuant to Section 364 the Bankruptcy Code, with such lien being senior and prior in all respects to any other lien of any kind, except (1) the Carve-Out and (2) the HDFC Liens and HDFC Adequate Protection Liens. As adequate protection, the Debtor will grant HDFC, pursuant to Sections 361(2), 363(c)(2), and 363(e) of the Bankruptcy Code, continuing valid, binding, enforceable and perfected, first priority liens and security interests in and to all of the DIP Collateral. According to the Debtor, subject to receiving the liens and claims, CFS 915 has consented to the use of its Cash Collateral. The Debtor maintains HDFC is adequately protected by its equity cushion in the Pre-Petition Collateral, which is unaffected by the DIP Facility because the liens on the Pre-Petition Collateral securing the DIP Facility are junior to the HDFC Liens. As of the Petition Date, the Company owed CFS 915 $87,177,177 and HDFC $6,264,763, Court documents indicate. About Cardiac Science Headquartered in Waukesha, Wisconsin, Cardiac Science Corporation develops, manufactures and sells a variety of advanced diagnostic and therapeutic cardiology devices and systems, including automated external defibrillators, hospital defibrillators and related products and consumables. Cardiac Science filed Chapter 11 bankruptcy petition (Bankr. W.D. Wisc. Case No. 15-13766) on Oct. 20, 2015. The petition was signed by Michael Kang as chief restructuring officer. The Company currently employs approximately 200 people in two facilities located in Wisconsin, and another 93 part time "educators" around the country who educate the Debtor's customers on how to use its products. The Debtor has customers in more than 100 countries. The Company estimated assets in the range of $10 million to $50 million and liabilities of at least $100 million. Celestica Electronics (M) SDN BHD is the Debtor's largest unsecured creditor holding a claim of $2.5 million. The Debtor has engaged Whyte Hirschboeck Dudek S.C. as bankruptcy counsel, Livingstone Partners LLC as investment banker and Garden City Group, LLC as notice and claims agent. Judge Robert D. Martin presides over the case. CARDIAC SCIENCE: Proposes CFS 915-Led Auction on Dec. 17 -------------------------------------------------------- Cardiac Science Corporation asks the Bankruptcy Court to approve a stalking horse agreement with CFS 915 LLC, its prepetition secured lender, pursuant to which CFS 915 will purchase substantially all of the Company's assets. As stated in the bankruptcy filing, the Company initiated this Chapter 11 case to "enable it to stabilize its operations, obtain access to new financing and maximize the value of its assets through a sale of substantially all of its assets pursuant to Section 363 of the Bankruptcy Code." To that end, prior to the Petition Date, the Company negotiated the terms of a credit bid and a debtor-in-possession financing facility with CFS 915 whereby the Lender would be designated the stalking horse purchaser for its assets. On Oct. 19, 2015, the Debtor and CFS 915 finalized the Stalking Horse Agreement, which is subject to higher and better offers through an auction process and the Court's approval. "The proposed sale process contemplates, among other things, that interested parties will be afforded an opportunity to submit higher and better offers for the Debtor's assets and that an auction will be held to the extent that qualified offers are received from any other parties," says Michael Kang, chief restructuring officer of Cardiac Science. The aggregate consideration to be paid for the acquisition of the Company's Assets will be: (1) the release and waiver of the Debtor under (A) the Pre- Petition Facility Agreement and (B) the DIP Loan Agreement of obligations, claims, rights, actions, causes of action, suits, liabilities, damages, debts, costs, expenses and demands whatsoever, in law or in equity, arising under, or otherwise relating to, the Pre-Petition Facility Agreement and the DIP Loan Agreement in an aggregate amount equal to (1) the full amount of the DIP Loan outstanding as of the Closing Date plus (2) $65,000,000 (the "Credit Bid Amount"); plus (2) an amount in cash equal to (A) the Senior Loan Payoff Amount, and (B) the Cure Costs. "Senior Loan Payoff Amount" means the aggregate amount of (i) the debt existing and outstanding on the Closing Date and owed by Seller under the Senior Loan and (ii) any and all payments, penalties and costs required to be paid by Seller under the Senior Loan in connection with the payoff and early termination of the Senior Loan, in any event not to exceed $6,500,000 in the aggregate. "Cure Costs" means the amounts necessary to cure all defaults, if any, and to pay all actual pecuniary losses, if any, that have resulted from those defaults, under the Assigned Contracts, in each case as of the Petition Date and to the extent required by Section 365(b) of the Bankruptcy Code and any Order of the Bankruptcy Court approving the assumption and assignment of the Assigned Contracts, which amounts will be identified to the Purchaser in writing no later than 23 days after the Petition Date. According to the Debtor, the Stalking Horse Buyer is entitled to credit bid some or all of the claims for the Stalking Horse Buyer's collateral pursuant to Section 363(k) of the Bankruptcy Code as the Stalking Horse Buyer holds claims that are secured by substantially all of its Assets. The Stalking Horse Agreement contemplates the approval of bidding procedures to govern an auction process to ensure that the highest or otherwise best offer is received for the Company's Assets. The Debtor maintains that one important component of the Bidding Procedures is the "overbid" provision. For a bid to be considered a Qualified Bid, it must be in a cash amount equal to or in excess of (i) the Purchase Price set forth in the Stalking Horse Agreement, plus (ii) cash equal to the Reimbursable Expenses, plus (iii) $1,000,000, plus (iv) all Cure Amounts. A bid may offer to purchase all or substantially all of the Debtor's Assets or only a portion of the Seller Assets; provided that the Debtor determines, in consultation with the creditor constituencies, that the aggregate consideration offered by any bid or combination of bids for all or substantially all of the Company's Assets satisfies the "Minimum Bid" requirements. The Debtor's proposed timeline with respect to the Bidding Procedures, the Auction, the Sale Hearing, and the Sale is as follows: * Entry of the Bidding Procedures Order on or prior to Nov. 19, 2015; * Submission of additional bids by Dec. 15, 2015, at 4:00 p.m. (Prevailing Eastern Time); * Conduct and complete the Auction on Dec. 17, 2015; * Entry of the Sale Order on or prior to Dec. 18, 2015; and * Closing of the Sale on or before Jan. 4, 2016. CFS 915 requires certain expense reimbursement as a precondition to entering into the Stalking Horse Agreement. The Debtor believes reimbursement to the Stalking Horse Buyer will likely maximize the realizable value of its for the benefit of the Debtor's estate, its creditors, and other parties-in-interest. About Cardiac Science Headquartered in Waukesha, Wisconsin, Cardiac Science Corporation develops, manufactures and sells a variety of advanced diagnostic and therapeutic cardiology devices and systems, including automated external defibrillators, hospital defibrillators and related products and consumables. Cardiac Science filed Chapter 11 bankruptcy petition (Bankr. W.D. Wisc. Case No. 15-13766) on Oct. 20, 2015. The petition was signed by Michael Kang as chief restructuring officer. The Company currently employs approximately 200 people in two facilities located in Wisconsin, and another 93 part time "educators" around the country who educate the Debtor's customers on how to use its products. The Debtor has customers in more than 100 countries. The Company estimated assets in the range of $10 million to $50 million and liabilities of at least $100 million. Celestica Electronics (M) SDN BHD is the Debtor's largest unsecured creditor holding a claim of $2.5 million. The Debtor has engaged Whyte Hirschboeck Dudek S.C. as bankruptcy counsel, Livingstone Partners LLC as investment banker and Garden City Group, LLC as notice and claims agent. Judge Robert D. Martin presides over the case. CARDIAC SCIENCE: Seeks to Employ Whyte Hirschboeck as Attorneys --------------------------------------------------------------- Cardiac Science Corporation seeks permission from the Bankruptcy Court to employ Whyte Hirschboeck Dudek S.C. as its general bankruptcy counsel, nunc pro tunc to Oct. 20, 2015. The professional services that WHD will render to the Debtor may include, but will not be limited to: i. advise the Debtor with respect to its powers and duties as a debtor-in-possession in the continued management and operation of its businesses and properties; ii. attend meetings and negotiate with representatives of creditors and other parties-in-interest; iii. take all necessary action to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor and representing the Debtor's interests in negotiations concerning all litigation in which the Debtor is involved; iv. prepare all motions, applications, answers, orders, reports and papers necessary to the administration of the Debtor's estate; v. take any necessary action on behalf of the Debtor to obtain confirmation of the Debtor's plan of reorganization; vi. represent the Debtor in connection with obtaining post- petition loans and other financing for Debtor's business; vii. advise the Debtor in connection with any sale of assets; viii. appear before this Court, any appellate courts and the United States Trustee and protect the interests of the Debtor's estate before those Courts and the United States Trustee; ix. consult with the Debtor regarding tax matters; and x. perform all other necessary legal services for the Debtor's business operations and provide all other necessary legal advice to the Debtor in connection with this Chapter 11 case. The hourly rates charged by WHD for its 2015-2016 fiscal year for professionals and paraprofessionals employed in its offices are: Billing Category Range ---------------- ------------- Shareholders/Attorneys $425-$650 Associates $250-$365 Paralegals $135-$180 The names and hourly rates (as of July 1, 2015) of the WHD professionals and paraprofessionals presently expected to have primary responsibility for providing services to the Debtor are: Attorney Hourly Billing Rate --------------- ------------------- Daryl L. Diesing $625 Frank W. DiCastri $425 Lindsey M. Greenawald $365 Daniel J. McGarry $465 Iana A. Vladimirova $250 Joslyn N. Benrud (Paralegal) $180 Terri M. Hart (Paralegal) $135 John F. Emanuel $650 Michael W. Taibleson $645 William E. Hughes $595 Timothy H. Posnanski $445 It is WHD's policy to charge its clients in all areas of practice for all expenses incurred in connection with a client's case. The expenses charged to clients include, among other things, photocopying, witness fees, travel expenses, certain secretarial overtime and other overtime expenses, filing and recording fees, postage, express mail and messenger charges, computerized legal research charges, expenses for "working meals" and fax charges. Daryl L. Diesing, a shareholder in the law firm of Whyte Hirschboeck Dudek S.C., disclosed that WHD has received approximately $180,000 from the Debtor for pre-petition services rendered. In addition, WHD holds advanced fees (retainer) in the approximate amount of $120,000. To the best of the Debtor's knowledge, WHD is a "disinterested person," as that phrase is defined in Section 101(14) of the Bankruptcy Code and modified by Section 1107(b) of the Bankruptcy Code. About Cardiac Science Headquartered in Waukesha, Wisconsin, Cardiac Science Corporation develops, manufactures and sells a variety of advanced diagnostic and therapeutic cardiology devices and systems, including automated external defibrillators, hospital defibrillators and related products and consumables. Cardiac Science filed Chapter 11 bankruptcy petition (Bankr. W.D. Wisc. Case No. 15-13766) on Oct. 20, 2015. The petition was signed by Michael Kang as chief restructuring officer. The Company currently employs approximately 200 people in two facilities located in Wisconsin, and another 93 part time "educators" around the country who educate the Debtor's customers on how to use its products. The Debtor has customers in more than 100 countries. The Company estimated assets in the range of $10 million to $50 million and liabilities of at least $100 million. Celestica Electronics (M) SDN BHD is the Debtor's largest unsecured creditor holding a claim of $2.5 million. The Debtor has engaged Whyte Hirschboeck Dudek S.C. as bankruptcy counsel, Livingstone Partners LLC as investment banker and Garden City Group, LLC as notice and claims agent. Judge Robert D. Martin presides over the case. CARDIAC SCIENCE: Taps Alvarez & Marsal's Michael Kang as CRO ------------------------------------------------------------ Cardiac Science Corporation filed an application with the Bankruptcy Court seeking authority to retain Alvarez & Marsal North America, LLC to provide it with additional personnel to support its reorganization efforts and designate Michael Kang as chief restructuring officer. A&M will: (i) manage the operations of the Debtor and provide oversight on management; (ii) perform a financial review of the Debtor, including but not limited to a review and assessment of financial information that has been, and that will be, provided by the Debtor to its creditors, including without limitation its short and long-term projected cash flows and operating performance; (iii) assist in the identification (and implementation) of cost reduction and operations improvement opportunities; (iv) assist the President and other Debtor-engaged professionals in developing for the board of the directors of the Debtor's possible restructuring plans or strategic alternatives for maximizing the enterprise value of the Debtor's various business lines, including the filing of a petition under Chapter 11 of the Bankruptcy Code; (v) assist in the planning for a Chapter 11 proceeding for the Debtor, including assistance to counsel in preparation of petitions, first day orders, analysis of critical vendors and other services required for an orderly filing; (vi) assist with the sizing of financing needs under the Debtor's proposed restructuring plan and strategic alternatives; (vii) assist in the development and management of a 13-week cash flow forecast and with negotiations of the debtor-in-possession facility including any increased commitments under the DIP Facility; (viii) assist in the preparation of any schedules and statements of financial affairs, execution of court filings such as affidavits and preparation of other bankruptcy compliance reporting requirements; (ix) serve as the principal contact with the Debtor's creditors with respect to the Debtor's financial and operational matters; and (x) perform other services as requested or directed by the Board or other Debtor personnel as authorized by the Board, and agreed to by A&M that is not duplicative of work others are performing for the Debtor. A&M's current hourly rates are: Billing Category Range ---------------- --------- Managing Directors $750-$950 Directors $550-$750 Analysts/Associates $350-$550 The professionals presently expected to have primary responsibility for providing services to the Debtor and their hourly rates are: Michael Kang, CRO $800 Reilly Olson, Assistant Restructuring Officer $575 A&M will seek reimbursement for reasonable and necessary expenses incurred in connection with this Chapter 11 case, including, but not limited to travel, lodging, computer research, and messenger and telephone charges. According to the Debtor, A&M received $250,000 as a payment and retainer for services provided in September and October 2015 leading up to the commencement of the Chapter 11 case. A&M applied these funds to amounts due for services rendered and expenses incurred prior to the Petition Date. Pursuant to the Engagement Letter, the Debtor has agreed to indemnify and hold harmless A&M, its affiliates and their respective shareholders, members, managers, employees, agents, representatives, and subcontractors under certain circumstances. To the best of the Debtor's knowledge, A&M is a "disinterested person" as that term is defined by Section 101(14) of the Bankruptcy Code. About Cardiac Science Headquartered in Waukesha, Wisconsin, Cardiac Science Corporation develops, manufactures and sells a variety of advanced diagnostic and therapeutic cardiology devices and systems, including automated external defibrillators, hospital defibrillators and related products and consumables. Cardiac Science filed Chapter 11 bankruptcy petition (Bankr. W.D. Wisc. Case No. 15-13766) on Oct. 20, 2015. The petition was signed by Michael Kang as chief restructuring officer. The Company currently employs approximately 200 people in two facilities located in Wisconsin, and another 93 part time "educators" around the country who educate the Debtor's customers on how to use its products. The Debtor has customers in more than 100 countries. The Company estimated assets in the range of $10 million to $50 million and liabilities of at least $100 million. Celestica Electronics (M) SDN BHD is the Debtor's largest unsecured creditor holding a claim of $2.5 million. The Debtor has engaged Whyte Hirschboeck Dudek S.C. as bankruptcy counsel, Livingstone Partners LLC as investment banker and Garden City Group, LLC as notice and claims agent. Judge Robert D. Martin presides over the case. CARDIAC SCIENCE: Wants 15-Day Extension to File Schedules --------------------------------------------------------- Cardiac Science Corporation has asked the Bankruptcy Court to extend its deadline to file its schedules of assets and liabilities, statement of financial affairs, statement of executory contracts and unexpired leases and list of equity security holders by an additional 15 days, until Nov. 19, 2015. "In addition to running its day-to-day business operations, the Debtor has spent a significant amount of time in the weeks leading up to the filing of this case (a) working with its secured lenders attempting to obtain and finalize the terms of a permanent postpetition financing facility and/or use of cash collateral; (b) responding to inquiries from vendors, customers, and other interested parties regarding its business and this case; (c) working with customers to establish orders and accommodating terms for postpetition business; (d) working with its professionals to prepare necessary pleadings and other papers; and (e) working to protect the going concern value of the Debtor," says Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek, S.C., attorney to the Debtor. According to Mr. Diesing, the Debtor has begun, but has not completed, preparation of its Schedules and Statements. "Due to the size and complexity of its operations, certain pre-petition invoices have yet to be received or entered in the Debtor's financial accounting system, so basic data for incorporation in the Debtor's Schedules and Statements is not yet available," Mr. Diesing tells the Court. Pursuant to Section 521 of the Bankruptcy Code and Bankruptcy Rule 1007, a debtor is required, within 15 days from the Petition Date, to file with the court certain papers, including the Schedules and Statements. About Cardiac Science Headquartered in Waukesha, Wisconsin, Cardiac Science Corporation develops, manufactures and sells a variety of advanced diagnostic and therapeutic cardiology devices and systems, including automated external defibrillators, hospital defibrillators and related products and consumables. Cardiac Science filed Chapter 11 bankruptcy petition (Bankr. W.D. Wisc. Case No. 15-13766) on Oct. 20, 2015. The petition was signed by Michael Kang as chief restructuring officer. The Company currently employs approximately 200 people in two facilities located in Wisconsin, and another 93 part time "educators" around the country who educate the Debtor's customers on how to use its products. The Debtor has customers in more than 100 countries. The Company estimated assets in the range of $10 million to $50 million and liabilities of at least $100 million. Celestica Electronics (M) SDN BHD is the Debtor's largest unsecured creditor holding a claim of $2.5 million. The Debtor has engaged Whyte Hirschboeck Dudek S.C. as bankruptcy counsel, Livingstone Partners LLC as investment banker and Garden City Group, LLC as notice and claims agent. Judge Robert D. Martin presides over the case. CHARLES FOUNDATION: Oct. 26 Hearing on Bid to Dismiss Ch. 11 Case ----------------------------------------------------------------- Judge John K. Olson of the United States Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, will conduct an evidentiary hearing on Rosalie Skinner's motion to dismiss the Chapter 11 case of The Marion and Alfred Charles Foundation, Inc., on October 26, 2015, at 9:30 am. The Dismissal Motion alleged that the Debtor was created and funded as part of an elaborate fraud perpetrated by Andrew Ociepka as a result of undue influence exercised by Ociepka over Skinner's late brother, Alfred Charles. That the amounts transferred to Ociepka before Alfred Charles' death total almost $5 million, and that some $2 million was willed by Alfred to the Debtor Foundation under a Last Will & Testament dated February 23, 2012, and executed at a time when Alfred was not competent. Alfred Charles died December 19, 2012, and the balance of his estate was transferred pursuant to that Will to the Debtor. The Dismissal Motion also asserted that the proper venue for the resolution of the disputes between Ociepka and Skinner, to which the Foundation is a necessary party, is the Probate Division of the Circuit Court for Broward County, Florida, in which litigation among the parties has been ongoing since March 12, 2014, now pending before Circuit Judge Charles M. Greene. Ociepka was a former grocery store clerk and free-lance carpenter, who has no independent wealth and who has not worked at all since 1996. The case is captioned In re: The Marion and Alfred Charles Foundation, Inc., Chapter 11, Debtor, CASE NO. 15-24270-JKO (Bankr. S.D. Fla.). A full-text copy of Judge Olson's Order dated September 16, 2015, is available at http://is.gd/lXLTLvfrom Leagle.com. The Marian and Alfred Charles Foundation, Inc., Debtor, represented by Barry P Gruher, Esq. -- bgruher@gjb-law.com -- GENOVESE JOBLOVE & BATTISTA, P.A., Heather L Harmon Esq. -- hharmon@gjb-law.com -- GENOVESE JOBLOVE & BATTISTA, P.A. Office of the US Trustee, U.S. Trustee, represented by Zana Michelle Scarlett, Office of the US Trustee. CHOCTAW GENERATION: Fitch Affirms 'B' Rating on $235.9MM Notes -------------------------------------------------------------- Fitch Ratings has affirmed Choctaw Generation Limited Partnership, LLLP's (CGLP) combined $294.9 million of pari passu lessor notes: -- $235.9 million ($226.3 million outstanding) series 1 lessor notes due Dec. 2031 at 'B', Outlook Stable; -- $59 million ($69.4 million outstanding) series 2 lessor notes due Dec, 2040 at 'B-', Outlook Stable. KEY RATING DRIVERS The ratings on CGLP's lessor notes reflect the susceptibility to underperformance of a facility reliant on ongoing efforts to improve its operational profile. Series 1 lacks a debt service reserve to support potential shortfalls in operating cash, which may occur under rating-case conditions. The series 2 notes face the additional risk that deferred principal amortization extends repayment beyond the purchase power agreement (PPA) expiration. Operations Yet to Achieve Expected Performance - Operation Risk: Weaker The owner-lessor, a subsidiary of Southern Company (Southern), funded substantial modifications to improve plant performance. The operator, also a Southern subsidiary, is considered strong but the facility has not yet achieved expected operating performance following completion of modifications. Adequate Mine-mouth Coal Supply - Supply Risk: Weaker CGLP's mine-mouth location and a reputable fuel supplier reduce supply risk. However, early termination or expiration of the supply agreement in 2032 with potentially less favorable pricing could lead to inadequate fuel cost recovery. Revenue Contract with Strong Counterparty - Series 1 Revenue Risk: Midrange CGLP has a PPA with federally owned Tennessee Valley Authority (rated 'AAA', Stable Outlook by Fitch) for the project's full capacity and energy output through mid-2032. The series 1 notes mature four months prior to PPA termination. Potential for Significant Merchant Exposure - Series 2 Revenue Risk: Weaker Under a variety of sensitivity scenarios, a significant portion of series 2 debt would remain unpaid prior to PPA expiration. There is a high level of uncertainty regarding CGLP's ability to operate economically in a fully merchant environment. Debt Structure Lacks Typical Support Features - Debt Structure: Weaker Both series lack a dedicated debt service reserve, relying instead on draws from other project accounts to fund series 1 payment shortfalls. The ability to defer series 2 target interest and principal payments introduces the risk of a high outstanding balance to be repaid after the PPA expires. RATING SENSITIVITIES Positive: Successful completion of facility modifications and stable operations exceeding base case projections could result in positive rating action. Negative: Operating performance below rating-case projections after completion of facility modifications would erode limited financial cushion and lead to negative rating action. SUMMARY OF CREDIT Owner-lessor SE Choctaw has made significant progress on the essential projects and the baghouse retrofit. Given that the projects have been completed within budget, SE Choctaw has added some minor additional-scope projects to further improve facility efficiency and performance. However, operating performance since completion of the modifications has not yet met expectations. Turbine performance testing measured below guaranteed limits, the baghouse retrofit has not met specifications for bag wear and mechanical reliability, and the project suffered several outages due to refractory failure. The operator plans to resolve these issues through warranty claims and further repairs during the spring 2016 outage. Overall, project performance has been mixed in 2015. The equivalent availability and capacity factors, at 88.8% and 85%, respectively, through August, are both below rating-case expectations of 94% and 86%. However, the project heat rate has met expectations at just under 11,000 Btu/kWh. The operator expects to further improve reliability, as outstanding issues are resolved, and has not changed its long-term expectation for operations. Although operating performance has been lower-than-expected in 2015, the capacity factor increased significantly from the 2014 level of 64%, as there are no further outages planned to implement plant modifications. This facilitated a significant increase in capacity revenue, while operating costs have stayed steady. The six-month debt service coverage ratio (DSCR) based on the June 2015 payment reached 1.74x, compared with 2014's annual DSCR of 1.25x. Series 2 payments are being deferred through a mandatory payment-in-kind (PIK) feature through 2017. Fitch anticipates operational performance will eventually meet management's expectation and has not altered the base- and rating-case assumptions. However, the lack of any dedicated debt service reserve fund heightens vulnerability to a shortfall in expected performance. Furthermore, CGLP is already behind on the funding schedule for its series 2 retained cash flow account. The 'B-' rating considers the potential for deferred series 2 payments, though continued funding shortfalls could reduce the likelihood that series 2 is able to repay deferred balances by the maturity date. In December 2002, SE Choctaw purchased the 440MW lignite-fired Red Hills Generation Facility from CGLP. Immediately following the acquisition, the owner leased the facility back to CGLP under a 45-year lease, expiring Dec. 20, 2047. Lessor notes were issued in accordance with the lease, but steady declines in performance prompted a restructuring of the original lessor notes. The notes were restructured to reduce interest rates, extend the debt term, and introduce a PIK feature to series 2. As part of the lease restructuring, the owner-lessor agreed to make approximately $60 million in equity investments for needed repairs and maintenance and to implement various modifications to improve the performance of the facility. The restructuring also included a new operator and new refined coal-purchase agreement. Along with the lease restructuring, the ownership interest in lessee Choctaw was sold to two indirect wholly owned subsidiaries of PurEnergy I, LLC. CLARKE REAL ESTATE: Files Schedules of Assets and Liabilities ------------------------------------------------------------- Clarke Real Estate Development LLC filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania its schedules of assets and liabilities, disclosing Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $15,000,000 B. Personal Property $122 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $9,870,888 E. Creditors Holding Unsecured Priority Claims $23,771 F. Creditors Holding Unsecured Non-Priority Claims $752,841 -------------- -------------- Total $15,000,122 $10,647,501 A copy of the schedules is available for free at http://is.gd/0iVqXV Based in Philadelphia, Pennsylvania, Clarke Real Estate Development, LLC, develops luxury Parke Place townhouse project in the 1300 block of Bainbridge Street. The Company filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 15-16299) on Sept. 1, 2015. Judge Ashely M. Chan presides the Debtor's Chapter 11 bankruptcy case. The Debtor estimates its assets and debts at between $10 million and $50 million each. CLARKE REAL ESTATE: Wants to Hire Bielli & Klauder as Counsel ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Clarke Real Estate Development LLC to employ Bielli & Klauder as its counsel. The firm will: a) give the Debtor legal advice with respect to its powers and duties as Debtor and Debtor-in-Possession; b) prepare on behalf of the Debtor necessary applications, answers, orders, reports and other legal papers; c) represent the Debtor in defense of any proceedings instituted to reclaim property or to obtain relief from the automatic stay under section 362(a) of the Bankruptcy Code; d) assist the Debtor in the preparation of schedules, statements of financial affairs, and any amendments thereto, which the Debtor may be required to file in this case; e) assist the Debtor in the preparation of a plan of reorganization and disclosure statement; f) assist the Debtor with any potential sales of its assets pursuant to section 363 of the Bankruptcy Code; and g) perform all other legal services for the Debtor which may be necessary herein. The firm's professionals and their respective hourly rates: Professional Hourly Rate ------------ ----------- Thomas D. Bielli, Esq. $295 David M. Klauder, Esq. $325 Cory P. Stephenson, Esq. $200 The Debtor informed the Court that the firm retained on Sept. 1, 2015, and received a $10,000 retainer on that date. The retainer is currently being held by the firm as a retainer to be applied against its allowed post-petition fees and expenses, as may be permitted by the Court. The Debtor assured the Court that the firm is a "disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Thomas D. Bielli, Esq. David M. Klauder, Esq. Cory P. Stephenson, Esq. Bielli & Klauder LLC 9 West 3rd Street Media, PA 19063 Tel: 484-441-6444 Email: tbielli@oeblegal.com dklauder@oeblegal.com cstephenson@oeblegal.com Based in Philadelphia, Pennsylvania, Clarke Real Estate Development, LLC, develops luxury Parke Place townhouse project in the 1300 block of Bainbridge Street. The Company filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 15-16299) on Sept. 1, 2015. Judge Ashely M. Chan presides the Debtor's Chapter 11 bankruptcy case. The Debtor estimates its assets and debts at between $10 million and $50 million each. COLFAX CORP: S&P Revises Outlook to Neg. & Affirms 'BB+' CCR ------------------------------------------------------------ Standard & Poor's Ratings Services said that it has revised its outlook on U.S.-based Colfax Corp. to negative from stable and affirmed its 'BB+' corporate credit rating on the company. "The negative outlook reflects the potential that adverse market developments or more aggressive financial policies could cause Colfax's credit measures to deteriorate below levels that are appropriate for a "significant" financial risk profile, namely a funds from operations (FFO)-to-debt ratio of 20%-30% and a debt-to-EBITDA metric of 3x-4x," said Standard & Poor's credit analyst Svetlana Olsha. Under S&P's base-case forecast, Colfax's FFO-to-debt ratio will likely remain stretched while its debt-to-EBITDA metric increases to about 3.5x over the next 12 months. Nevertheless, the company's good free cash flow partly offsets its weak FFO-to-debt ratio. The negative outlook reflects the risk that Colfax's credit measures could weaken below S&P's expectations for a significant financial risk profile because of a weaker-than-expected operating performance or more aggressive financial policies. S&P could lower its ratings on Colfax if the company's operating results weaken further and S&P expects that its FFO to-debt ratio will remain below 20% as its debt-to-EBITDA metric approaches 4x. S&P could also lower its ratings if the management pursues further share repurchases or large debt-funded acquisitions, which would signal to S&P that the company has increased its risk appetite, especially in light of the increasing global economic uncertainty. Although highly unlikely in the next 12 months, S&P could raise its rating on Colfax if the company witnesses sustained growth in its end markets and management commits to follow a clearly articulated financial policy that supports an investment grade rating. For instance, S&P could raise the rating if the company achieves and sustains a FFO-to-total debt ratio of greater than 30% and a debt-to-EBITDA metric of less than 3x. COLLEGIATE ACADEMY: S&P Affirms 'B+' Rating on 2004 Revenue Bonds ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook to stable from negative and affirmed its 'B+' underlying rating for credit program on Colorado Educational & Cultural Facilities Authority's series 2004 charter school revenue refunding bonds, supported by Collegiate Academy Charter School Building Corp. and issued for Collegiate Academy Charter School (CACS). "The stable outlook reflects significant improvement in the state funding environment that has allowed the charter school to generate strong operating margins and very strong maximum annual debt service coverage, according to the draft audit for fiscal 2015," said Standard & Poor's credit analyst Robert Dobbins. "The operating improvement has allowed CACS to build liquidity after having virtually no cash on hand at the end of the previous three fiscal years and relying on a line of credit from its district authorizer. We do not believe a higher rating is merited at this time because enrollment has declined for fall 2015, and the balance sheet remains weak for the rating. In addition, with a smaller operating base, debt service is now high for the rating," added Mr. Dobbins. Collegiate Academy Charter School is a kindergarten through grade 12 school in Jefferson County School District No. R-1. Students are drawn from the local school district, as well as from surrounding school districts. The school received its initial charter in 1994, which was renewed for five-year terms in 1997, 2002, 2007, and 2012. COLT DEFENSE: Cancels Bankruptcy Auction ---------------------------------------- Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reported that lawyers for Colt Defense LLC have called off a bankruptcy auction for the Connecticut gun maker after they didn't receive any qualified bids by a court-designated deadline. According to the report, in court papers, Colt Defense lawyers said no potential buyers emerged by an Oct. 16 deadline. The cancellation leaves Colt officials with a backup plan to get the company out of bankruptcy: a reorganization plan in which lenders would agree to eliminate $250 million of unsecured bond debt in exchange for taking a piece of ownership in the company, according to documents filed in U.S. Bankruptcy Court in Wilmington, Del., the report related. About Colt Defense Colt Defense LLC is one of the world's oldest and most iconic designers, developers, and manufacturers of firearms for military, law enforcement, personal defense, and recreational purposes and was founded over 175 years ago by Samuel Colt, who patented the first commercial successful revolving cylinder firearm in 1836 and began supplying U.S. and international military customers with firearms in 1847. Colt is incorporated in Delaware and headquartered in West Hartford, Connecticut. In 1992, Colt Manufacturing Company, then the principal operating subsidiary, filed chapter 11 petitions in the U.S. Bankruptcy Court for the District of Connecticut. An investment by Zilkha & Co. allowed CMC to confirm a chapter 11 plan and emerge from Bankruptcy in 1994. Sometime after 1994, majority ownership of the Company Transitioned from Zilkha & Co. to Sciens Capital Management. On June 12, 2015, Colt's exchange offer, consent solicitation and solicitation of acceptances of a prepackaged plan of reorganization, dated April 14, 2015, as supplemented, with respect to its $250 million in 8.75% Senior Notes due 2017 expired. The conditions to the exchange offer, the consent solicitation and the prepackaged plan of reorganization were not satisfied, and those conditions were not waived by Colt. Colt's restructuring support agreement with Marblegate Special Opportunities Master Fund, L.P. and Morgan Stanley Senior Funding, Inc., the Company's senior secured term loan lenders, requires it to file for Chapter 11 bankruptcy. Accordingly, Colt Holding Company LLC and nine affiliates, including Colt Defense LLC, on June 14, 2015, filed voluntary petitions (Bankr. D. Del. Lead Case No. 15-11296) for relief under Chapter 11 of the Bankruptcy Code to pursue a sale of the assets as a going concern. Colt Defense estimated $100 million to $500 million in assets and debt. On June 16, 2015, the Court directed the joined administration of the assets. The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny & Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as claims and noticing agent. Perella Weinberg Partners L.P. is acting as financial advisor of the Company, and Mackinac Partners LLC is acting as its restructuring advisor. Wilmington Savings Fund Society, FSB, as agent under the $13.33 million Term DIP Loan Agreement, is represented by Pryor Cashman LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's Leonard Klingbaum, Esq. Cortland Capital Market Services LLC, as agent under the $6.67 million Senior DIP Credit Agreement, is represented by Holland & Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's Richard Borins, Esq., and Tracy Sandler, Esq. The U.S. Trustee for Region 3 appointed five creditors of Colt Defense Inc. and its affiliates to serve on the official committee of unsecured creditors. MagPul Industries Corp. has resigned from the committee leaving only four Committee members. * * * Colt's equity sponsor, Sciens Capital Management, has agreed to act as a stalking horse bidder in the proposed asset sale. Details of the deal were not provided in Colt's news statement announcing the Chapter 11 filing. Colt, however, said it would be soliciting competing bids and has appointed an independent committee of its board of managers to manage the process and evaluate bids. Colt expects to complete the entire Chapter 11 process in 60-90 days. Sciens Capital is represented by Skadden, Arps, Slate, Meagher & Flom LLP's Anthony W. Clark, Esq., and Jason M. Liberi, Esq. Colt Defense LLC on Oct. 9 disclosed that it has taken a significant step toward completion of its restructuring and exit from chapter 11 by filing a plan of reorganization and a disclosure statement with the U.S. Bankruptcy Court for the District of Delaware. The Plan and disclosure statement are consistent with the terms of a restructuring support agreement among Colt, holders of over 60% of Colt's outstanding 8.75% Senior Notes due 2017, Sciens Capital, and the landlord under the lease for the Company's West Hartford, Connecticut manufacturing facility and corporate headquarters. Under the Plan, Colt will receive $50 million in new capital from certain of the Supporting Noteholders and Sciens Capital, which will allow the Company to execute its business plan and emerge from chapter 11. The Plan secures options for the Company to continue operations in West Hartford, Connecticut on a long-term basis. The Plan and disclosure statement also include the terms on which the Company's secured lenders, including Morgan Stanley Senior Funding, Inc., have agreed to refinance their prepetition and post-petition loans through new secured exit facilities to be issued on the Plan effective date. COLT HOLDING: Seeks Approval of Restructuring Support Agreement --------------------------------------------------------------- Colt Holding Company, LLC, et al., seek approval from the U.S. Bankruptcy Court for the District of Delaware to enter into and perform under the Restructuring Support Agreement, which commits signatories to the Debtors' proposed reorganization plan. The parties to the RSA, namely, senior lenders, noteholders, the Sciens Group, and NPA Hartford LLC have agreed to support the Plan and not object to the Plan or the Disclosure Statement. Pursuant to the RSA, the Debtors on Oct. 9 have filed a plan of reorganization that restructures $250 million of unsecured bond debt, provides the Company with a $50 million capital infusion that will enable Colt to fully fund its chapter 11 cases and fund an operational turnaround going forward and, critically, ensure that the Debtors obtain a lease extension or purchase their primary operating facility in West Hartford, Connecticut (the "West Hartford Facility"), rather than rely on a highly uncertain litigation strategy to remain in their only U.S. operating facility. Specifically, under the plan that the RSA would put the Debtors on the path to pursue, the Debtors obtain a long-term lease extension for or the purchase of the West Hartford Facility. The RSA is supported by major constituencies in these cases: the members of the Ad Hoc Consortium of 8.75% Senior Notes due 2017 that hold approximately 61.1% of the outstanding principal amount of the Senior Notes, certain of whom are the Company's DIP Senior Loan Lenders, the Debtors' equity sponsor, and the landlord under the West Hartford Facility Lease. The RSA also will allow the Debtors to restructure and extend their $42.5 million DIP Senior Loan rather than being forced to repay it now, and provides for the same treatment of the prepetition Term Loan and DIP Term Loan through new five-year exit facilities on principal terms that have been finalized with Morgan Stanley. And, the RSA will provide an opportunity to address the Debtors' collective bargaining agreements and retirement obligations in a constructive manner, rather than facing the very real prospect of having to entirely reject those obligations. For these reasons, the Debtors believe there are clearly sound business reasons for the Court to authorize the Debtors to enter into and perform under the RSA, as required under applicable Third Circuit law. In addition to the Debtors, the "Plan Support Parties" to the RSA consist of: * 100% of the lenders (the "Consenting DIP Senior Lenders") under that certain First Amended and Restated Senior Secured Super-Priority Debtor-In-Possession Credit Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, dated as of June 24, 2015, by and among Colt Defense LLC, Colt's Manufacturing Company LLC, and Colt Canada Corp., as borrowers, CDH II Holdco Inc. and the subsidiaries of Colt Defense LLC, as guarantors, and Cortland Capital Market Services LLC, as agent; * holders of 61.1% in principal amount of outstanding notes (the "Consenting 8.75% Noteholders," together with the Consenting DIP Senior Lenders, the "Consenting Lenders") issued pursuant to that certain Indenture dated Nov. 10, 2009, for the issuance of 8.75% Senior Notes due 2017 among Colt Defense LLC, Colt Finance Corp., certain subsidiary guarantors, and Wilmington Trust FSB, as indenture trustee; * Sciens Capital Management LLC and each of its affiliates (to the extent that Sciens Capital Management LLC or an investment advisor under common control with Sciens Capital Management LLC retains voting control over such affiliate) (collectively, the "Sciens Group"); and * NPA Hartford LLC ("NPA"), solely in its capacity as landlord under that certain Net Lease dated as of Oct. 26, 2005 (as amended and extended to Dec. 4, 2015, the "West Hartford Facility Lease"). A full-text copy of the Debtors' RSA Motion is available for free at: http://bankrupt.com/misc/Colt_Holding_575_M_RSA.pdf About Colt Defense Colt Defense LLC is one of the world's oldest and most iconic designers, developers, and manufacturers of firearms for military, law enforcement, personal defense, and recreational purposes and was founded over 175 years ago by Samuel Colt, who patented the first commercial successful revolving cylinder firearm in 1836 and began supplying U.S. and international military customers with firearms in 1847. Colt is incorporated in Delaware and headquartered in West Hartford, Connecticut. In 1992, Colt Manufacturing Company, then the principal operating subsidiary, filed chapter 11 petitions in the U.S. Bankruptcy Court for the District of Connecticut. An investment by Zilkha & Co. allowed CMC to confirm a chapter 11 plan and emerge from Bankruptcy in 1994. Sometime after 1994, majority ownership of the Company Transitioned from Zilkha & Co. to Sciens Capital Management. On June 12, 2015, Colt's exchange offer, consent solicitation and solicitation of acceptances of a prepackaged plan of reorganization, dated April 14, 2015, as supplemented, with respect to its $250 million in 8.75% Senior Notes due 2017 expired. The conditions to the exchange offer, the consent solicitation and the prepackaged plan of reorganization were not satisfied, and those conditions were not waived by Colt. Colt's restructuring support agreement with Marblegate Special Opportunities Master Fund, L.P. and Morgan Stanley Senior Funding, Inc., the Company's senior secured term loan lenders, requires it to file for Chapter 11 bankruptcy. Accordingly, Colt Holding Company LLC and nine affiliates, including Colt Defense LLC, on June 14, 2015, filed voluntary petitions (Bankr. D. Del. Lead Case No. 15-11296) for relief under Chapter 11 of the Bankruptcy Code to pursue a sale of the assets as a going concern. Colt Defense estimated $100 million to $500 million in assets and debt. On June 16, 2015, the Court directed the joined administration of the assets. The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny & Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as claims and noticing agent. Perella Weinberg Partners L.P. is acting as financial advisor of the Company, and Mackinac Partners LLC is acting as its restructuring advisor. Wilmington Savings Fund Society, FSB, as agent under the $13.33 million Term DIP Loan Agreement, is represented by Pryor Cashman LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's Leonard Klingbaum, Esq. Cortland Capital Market Services LLC, as agent under the $6.67 million Senior DIP Credit Agreement, is represented by Holland & Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's Richard Borins, Esq., and Tracy Sandler, Esq. The U.S. Trustee for Region 3 appointed five creditors of Colt Defense Inc. and its affiliates to serve on the official committee of unsecured creditors. MagPul Industries Corp. has resigned from the committee leaving only four Committee members. * * * Colt's equity sponsor, Sciens Capital Management, has agreed to Act as a stalking horse bidder in the proposed asset sale. Sciens Capital is represented by Skadden, Arps, Slate, Meagher & Flom LLP's Anthony W. Clark, Esq., and Jason M. Liberi, Esq. Colt Defense on Oct. 9, 2015, disclosed that it has taken a significant step toward completion of its restructuring and exit from chapter 11 by filing a plan of reorganization and a disclosure statement. The Plan and disclosure statement are consistent with the terms of a restructuring support agreement among Colt, holders of over 60% of Colt's outstanding 8.75% Senior Notes due 2017, Sciens Capital, and the landlord under the lease for the Company's West Hartford, Connecticut manufacturing facility and corporate headquarters. The hearing to consider approval of the Disclosure Statement is scheduled for Nov. 6, 2015 at 10:00 a.m. Objections are due Oct. 30. The Debtors propose a hearing to consider confirmation of the Plan on Dec. 16. COMSTOCK MINING: To Receive $5.9 Million from Public Offering ------------------------------------------------------------- Comstock Mining Inc. announced a public offering of 10,169,492 shares of its common stock at a public offering price of $0.59 per share. The closing of the offering was expected to occur on Oct. 20, 2015, subject to customary closing conditions. The gross proceeds to the Company from the offering will be approximately $6 million, $5.9 million after deducting estimated offering expenses. The Company intends to use the net proceeds to accelerate the drilling and development of the Lucerne underground program, accelerate planning and prerequisites for the next phase of Dayton drilling and development and general corporate purposes. Corrado De Gasperis, president & CEO, commented, "The successful launch of the Lucerne Portal, now already well over half way towards our Phase I target of 800 feet, with two underground drill rigs operating, has enabled us to accelerate our efforts for developing these remarkable gold and silver resources. We couldn't be more pleased with the broad shareholder support, ensuring a faster pace of drilling and development." The Company had scheduled a conference call on Thursday, Oct. 22, 2015, at 8:00 a.m. Pacific Time/11:00 a.m. Eastern Time to report results and provide a business update. About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock District in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. Comstock Mining reported a net loss available to common shareholders of $13.3 million in 2014, a net loss available to common shareholders of $25.4 million in 2013 and a net loss available to common shareholders of $35.1 million in 2011. As of June 30, 2015, the Company had $48.8 million in total assets, $26.8 million in total liabilities and $22 million in total stockholders' equity. CONSTRUCTION LOAN: Case Summary & 5 Top Unsecured Creditors ----------------------------------------------------------- Debtor: Construction Loan One, LLC 24 Frank Llyod Wright Dr Suite H-2200 PO Box 502 Ann Arbor, MI 48105 Case No.: 15-55416 Chapter 11 Petition Date: October 21, 2015 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Walter Shapero Debtor's Counsel: Matthew W. Frank, Esq. FRANK & FRANK, PLLC 30833 Northwestern Hwy., Suite 205 Farmington Hills, MI 48334 Tel: (248) 932-1440 Email: frankandfrank@comcast.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Peter Eberbach, managing member. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb15-55416.pdf DAIICHI CHUO: Ontario Court Recognizes Japanese Proceedings ----------------------------------------------------------- The Ontario Superior Court of Justice issued an initial order recognizing the civil rehabilitation proceedings under Japanese law of shippers Daiichi Chuo Kisen Kaisha and Star Bulk Carriers Co. S.A., currently pending as Case No. Heisei 27 (2015) (Sai) 53 before the 20th Civil Division of the Tokyo District Court, Japan. The Court also recognized Masakazu Yakushiji and Koji Fujita as the foreign representative of the Debtors. The foreign representative retained as counsel: Norton Rose Fulbright Canada LLP Royal Bank Plaza, South Tower, Suite 3800 200 Bay Street, P.O. Box 84 Toronto, Ontario M5J 2Z4 Attention: Tony Reyes Tel: 416 216 4825 Email: Tony.Reyes@nortonrosefulbright.com Attention: Alexander Schmitt Tel: 416 216 2419 Email: Alexander.Schmitt@nortonrosefulbright.com About Daiichi Chuo Daiichi Chuo Kisen Kaisha is a Japanese-based international shipping company incorporated under Japanese law in 1960. In addition to its principal domestic Japanese offices in Tokyo, Kansai, Wakayama and Kashima, where the majority of DCKK's employees are located, DCKK has ancillary offices in New York (opened in 1969), Manila, Hong Kong, London, Shanghai, Brisbane and Vietnam. DCKK's core business is marine transportation, providing overseas shipping, coastal shipping and other related services, focusing primarily on transporting dry bulk (bulk cargo such as unpackaged grain, iron ore and other commodities) using a tramp steamer, commonly referred to as a tramper. As reported in the Troubled Company Reporter-Asia Pacific on Sept. 30, 2015, Bloomberg News said Daiichi Chuo KK filed for bankruptcy protection in Tokyo with JPY120 billion ($1 billion) in liabilities, as over-expansion amid plunging freight rates pushed the Japanese shipping line to four straight years of losses. Its wholly owned Star Bulk Carrier Co. unit also filed for bankruptcy with JPY57 billion in liabilities, Daiichi Chuo said in a statement on September 29, Bloomberg related. Daiichi Chuo Kisen Kaisha filed a Chapter 15 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-12650) on Sept. 29, 2015. The petition was signed by Masakazu Yakushiji, the president and foreign representative. The Debtor estimated both assets and liabilities of $100 million to $500 million. The Petitioner has engaged Norton Rose Fulbright US LLP as counsel. Judge Michael E. Wiles is assigned to the case. DETROIT, MI: Order Denying DWSD Customers' Bid for TRO Affirmed --------------------------------------------------------------- Senior Judge Bernard A. Friedman of the United States District Court for the Eastern District of Michigan affirmed the Bankruptcy Court's Order denying a motion for a temporary restraining order filed by ten residents of the City of Detroit, Michigan, who are residential customers of the Detroit Water and Sewerage Department, and four organizations who claim to represent members throughout the city who are redidential customers of DWSD. The individual plaintiffs alleged that in 2013 or 2014 the DWSD turned off their water, or threatened to do so, because their water bills were in arrears and filed a motion for a TRO. On August 28, 2014, defendant filed a motion to dismiss. On September 29, 2014, the Bankruptcy Court issued its bench ruling denying plaintiffs' motion for a temporary restraining order and granting defendant's motion to dismiss. And on November 19, 2014, the Bankruptcy Court issued its Supplemental Opinion in which it clarified the reasons for its bench ruling and, in addition, denying plaintiffs' motions for reconsideration and for leave to amend their complaint. The district court proceeding is MAURIKIA LYDA, et al., Plaintiffs/Appellants, v. CITY OF DETROIT, MICHIGAN, Appellee, CIVIL ACTION NO. 15-CV-10038 (Bankr. E.D. Mich.). The adversary proceeding is MAURIKIA LYDA, et al., Plaintiffs/Appellants, v. CITY OF DETROIT, MICHIGAN, Appellee, ADV. PROCEEDING 14-04732(Bankr. E.D. Mich.). The bankruptcy case is captioned In re: CITY OF DETROIT, MICHIGAN, Debtor, NO. 13-53846 (CHAPTER 9)(Bankr. E.D. Mich.). A full-text copy of Judge Friedman's Opinion dated September 16, 2015, is available at http://is.gd/vMh1Igfrom Leagle.com. Appellants are represented by Alice B. Jennings, Esq. -- EDWARDS & JENNINGS, Jerome D. Goldberg, Esq., Kurt Thornbladh, Esq. -- kthornbladh@gmail.com -- THORNBLADH LAW GROUP PLLC & Julie H. Hurwitz, Esq., at GOODMAN AND HURWITZ, P.C. City of Detroit, Appellee, represented by Marc N. Swanson, Esq. -- swansonm@millercanfield.com -- MILLER, CANFIELD, Timothy A. Fusco, Esq. -- fusco@millercanfield.com -- MILLER, CANFIELD & Ronald A. Spinner, Esq. -- spinner@millercanfield.com -- MILLER CANFIELD Detroit Water and Sewerage Department, Appellee, represented by Shanna M. Kaminski, Esq., KILPATRICK & ASSOCIATES, P.C. Cary S McGehee, Amicus, represented by Cary S. McGehee, Esq., PITT, MCGEHEE. About the City of Detroit The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension-related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers appointed in the case is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. Detroit filed a notice that the effective date of its bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven Rhodes on Nov. 12, 2014, entered an order confirming the Eighth Amended Plan for the Adjustment of Debts of the City of Detroit. Thomas Tucker, a federal bankruptcy judge since 2003, took over Detroit's landmark bankruptcy case following the retirement of Judge Rhodes. DEWEY & LEBOEUF: Most Jurors Wanted to Acquit Davis, DiCarmine -------------------------------------------------------------- Pete Brush at Bankruptcy Law360 reported that jurors in the criminal trial of three former Dewey & LeBoeuf LLP executives said on Oct. 18, 2015, after a mistrial was declared that most of them were willing to acquit Chairman Steven Davis and Executive Director Stephen DiCarmine, while about half were pushing to convict Chief Financial Officer Joel Sanders. Several of the seven-woman, five-man jury talked outside Judge Robert Stolz's courtroom after the spring-to-fall mistrial, one of the highest-profile criminal trials ever to implicate the conduct of corporate lawyers. In a separate report Max Stendahl at Bankruptcy Law360 related that the blockbuster Dewey & LeBoeuf fraud case ended largely in a mistrial on Oct. 18, after jurors deadlocked on most charges against the firm's former leaders and acquitted them of falsifying books and records, delivering a blow to Manhattan District Attorney Cyrus Vance. The New York Supreme Court's Oct. 18 decision comes after the 12-member jury said it is "hopelessly deadlocked" on 93 charges against former Dewey executives. In another report, Max Stendahl at Bankruptcy Law360 said that the mistrial of Dewey & LeBoeuf's former executives on Oct. 18 was the product of a meticulous and sustained effort by defense attorneys to poke holes in the narrative of a vast accounting fraud conspiracy orchestrated at the highest levels of firm management. Former Dewey Chairman Steven Davis leaves a Manhattan courtroom on Oct. 18, as his attorney speaks with reporters. A New York state judge ended the case after jurors acquitted former Dewey Chairman Steven Davis, Executive Director Stephen DiCarmine and Chief Financial Officer. Stewart Bishop at Bankruptcy Law360 reported that the jury in the trial of the former executive leadership of Dewey & LeBoeuf on Oct. 16, met for the 21st time and requested to rehear testimony about the firm's $150 million private securities offering that prosecutors say was executed using false information given to investors. The panel showed no sign that the marathon deliberations will wrap up anytime soon, asking for a read-back of testimony about what Dewey told insurer-investors about its April 2010 private bond offering well as requesting exhibits. In a separate report, Brendan Pierson at Reuters said that the attorney representing Joel Sanders, the former chief financial officer of bankrupt law firm Dewey & LeBoeuf, renewed his call for a mistrial on Oct. 15, 2015, saying he was worried the jury was feeling pressure to convict after 20 days of deliberations. Judge Robert Stolz, who is presiding over the case in Manhattan criminal court, declined to order a mistrial. Prosecutors and attorneys for the other two defendants, former Dewey Chairman Steven Davis and Executive Director Stephen DiCarmine, did not join in the call for a mistrial. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc. was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. DOLPHIN DIGITAL: Amends Articles of Incorporation ------------------------------------------------- Dolphin Digital Media, Inc., filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of the State of Florida to designate its Series B Convertible Preferred Stock, according to a regulatory filing with the Securities and Exchange Commission. The certificate of designation provides that each share of Series B Convertible Preferred Stock, par value $0.10 per share, is exercisable into 19 shares of common stock of the Company. In the event of the Company's liquidation, dissolution or winding up, holders of Series B Convertible Preferred Stock will receive a payment equal to $0.10 per share of Series B Convertible Preferred Stock before any proceeds are distributed to the holders of Common Stock. Shares of Series B Convertible Preferred Stock will have no voting rights, except as required by law and will have dividend rights on parity with the Common Stock. Shares of Series B Convertible Preferred Stock that are converted into Common Stock may be subject to restrictions on transfer as required by applicable federal and state securities laws. The Company will exchange 1,042,753 shares of Series A Convertible Preferred Stock for 1,000,000 shares of Series B Convertible Preferred Stock, pursuant to the terms of the Preferred Stock Exchange Agreement, dated as of Oct. 16, 2015. About Dolphin Digital Coral Gables, Florida-based Dolphin Digital Media, Inc., is dedicated to the twin causes of online safety for children and high quality digital entertainment. By creating and managing child-friendly social networking websites utilizing state-of the- art fingerprint identification technology, Dolphin Digital Media, Inc. has taken an industry-leading position with respect to internet safety, as well as digital entertainment. Dolphin Digital reported a net loss of $1.87 million on $2.07 million of total revenue for the year ended Dec. 31, 2014, compared to a net loss of $2.46 million on $2.29 million of total revenue for the year ended Dec. 31, 2013. As of June 30, 2015, the Company had $3.24 million in total assets, $14.14 million in total liabilities, all current and total stockholders' deficit of $10.9 million. BDO USA, LLP, in Miami, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has suffered recurring losses from operations, negative cash flows from operations, and does not have sufficient working capital. These events raise substantial doubt about the Company's ability to continue as a going concern. ENDEAVOUR INT'L: Pact Shrinks Ex-CEO's $6.2M Employment Claim ------------------------------------------------------------- Jonathan Randles Bankruptcy Law360 reported that Endeavour Operating Corp. asked a Delaware bankruptcy judge on Oct. 16, 2015, to approve a settlement with the oil company's former chief executive William Transier that significantly reduces a $6.2 million claim for compensation and bonuses, a pact the Debtor says is an important key to ending its Chapter 11 case. The settlement reduces Mr. Transier's claim to $932,087 and classifies the bulk of that amount, $818,114, will be classified as a general unsecured claim, according to a motion Endeavour filed with the court. About Endeavour International Houston, Texas-based Endeavour International Corporation (OTC: ENDRQ) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-12308, Endeavour Operating Corp.). The Hon. Kevin J. Carey presides over the cases. As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.7 million in Series C convertible preferred stock, and a $41.5 million stockholders' deficit. Endeavour Operating Corporation, in its schedules, disclosed $808,358,297 in assets and $1,242,480,297 in liabilities as of the Chapter 11 filing. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. The U.S. Trustee for Region 3 has appointed three members to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Endeavour Operating Corporation and its debtor affiliates. The Committee is represented by David M. Bennett, Esq., Cassandra Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson & Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq., and Evan T. Miller, Esq., at Bayard, P.A. Alvarez & Marsal North America, LLC, serves as financial advisors to the Committee, while UpShot Services LLC serves as website administrator. * * * U.S. Bankruptcy Judge Kevin J. Carey in of Delaware, on Dec. 22, 2014, approved the disclosure statement explaining Endeavour Operating Corporation, et al.'s joint plan of reorganization. The Amended Plan, dated Dec. 19, 2014, provides that it is supported by creditors who collectively hold 82.99% of the March 2018 Notes Claims (Class 3), 70.88% of the June 2018 Notes Claims (Class 4), 99.75% of the 7.5% Convertible Bonds Claims (Class 5), and 69.08% of the Convertible Notes Claims (Class 6). The Amended Plan also provides that holders of general unsecured claims will recover an estimated 15% of the total claims amount, which is estimated to be $6,000,000. The hearing to consider confirmation of the Amended Joint Plan of Reorganization, dated Dec. 23, 2014, of Endeavour Operating Corporation and its affiliated debtors, including Endeavour International Corporation, has been adjourned to a date to be determined. On April 29, 2015, the Debtor announced that, as a result of recent declines in oil and gas prices, the Company withdrew the proposed Plan. ENDEAVOUR INTERNATIONAL: Cancels Registration of Securities ----------------------------------------------------------- Endeavour International Corporation filed with the Securities and Exchange Commission on Form 15 to terminate the registration of these securities: Common Stock ($0.001 par value) Warrants to Purchase Common Stock 12% First Priority Notes due 2018 Guarantees of 12% First Priority Notes due 2018 12% Second Priority Notes due 2018 Guarantees of 12% Second Priority Notes due 2018 A bankruptcy judge on Sept. 18 said he was considering converting Endeavour's chapter 11 case to a liquidating chapter 7 under the control of a court-appointed trustee, Tom Corrigan, writing for Dow Jones' Daily Bankruptcy Review, reported. Endeavour has asked Bankruptcy Judge Kevin J. Carey to end its chapter 11 case in a so-called structured dismissal by the end of October 2015. The Company said in court filings that none of its creditors would benefit from having its bankruptcy converted to Chapter 7 as its official committee of unsecured creditor wants. About Endeavour International Houston, Texas-based Endeavour International Corporation (OTC: ENDRQ) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-12308, Endeavour Operating Corp.). The Hon. Kevin J. Carey presides over the cases. As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.7 million in Series C convertible preferred stock, and a $41.5 million stockholders' deficit. Endeavour Operating Corporation, in its schedules, disclosed $808,358,297 in assets and $1,242,480,297 in liabilities as of the Chapter 11 filing. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. The U.S. Trustee for Region 3 has appointed three members to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Endeavour Operating Corporation and its debtor affiliates. The Committee is represented by David M. Bennett, Esq., Cassandra Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson & Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq., and Evan T. Miller, Esq., at Bayard, P.A. Alvarez & Marsal North America, LLC, serves as financial advisors to the Committee, while UpShot Services LLC serves as website administrator. * * * U.S. Bankruptcy Judge Kevin J. Carey in of Delaware, on Dec. 22, 2014, approved the disclosure statement explaining Endeavour Operating Corporation, et al.'s joint plan of reorganization. The Amended Plan, dated Dec. 19, 2014, provides that it is supported by creditors who collectively hold 82.99% of the March 2018 Notes Claims (Class 3), 70.88% of the June 2018 Notes Claims (Class 4), 99.75% of the 7.5% Convertible Bonds Claims (Class 5), and 69.08% of the Convertible Notes Claims (Class 6). The Amended Plan also provides that holders of general unsecured claims will recover an estimated 15% of the total claims amount, which is estimated to be $6,000,000. The hearing to consider confirmation of the Amended Joint Plan of Reorganization, dated Dec. 23, 2014, of Endeavour Operating Corporation and its affiliated debtors, including Endeavour International Corporation, has been adjourned to a date to be determined. On April 29, 2015, the Debtor announced that, as a result of Recent declines in oil and gas prices, the Company withdrew the proposed Plan. ENERGY FUTURE: Seeks Approval for TCEH to Bid for Generation Assets ------------------------------------------------------------------- Energy Future Holdings Corp., et al., seek authority from the United States Bankruptcy Court for the District of Delaware to let Texas Competitive Electric Holdings Company and its direct subsidiaries to participate in a competitive bidding process for the acquisition of certain strategic business assets and, if selected as the winning bidder, to consummate a proposed acquisition. Portions of the motion seeking authority for the TCEH Debtors to participate in the bidding process were redacted. According to the Debtors, the Seller is currently conducting a bidding process to sell all of the equity interests in one of its subsidiaries, which owns generation facilities. To remain a leader in the increasingly competitive electricity business, the TCEH Debtors proactively position themselves for new, strategic market opportunities that complement their existing lines of business. The TCEH Debtors believe that the Assets will provide strategic enhancements to their existing generation business. Michael Carter executed a declaration in support of the Energy Future Holdings Corp.'s motion for an entry of an order authorizing, but not requiring, the TCEH Debtors (a) to participate in a competitive bidding process, and (b) if selected as the winning bidder, to consummate a proposed acquisition. The bankruptcy court will convene a hearing on October 28, 2015, at 3:00 p.m., to consider approval of the motion. Energy Future Holdings Corp., et al. are represented by: Mark D. Collins, Esq. Daniel J. DeFranceschi, Esq. Jason M. Madron, Esq. RICHARDS, LAYTON & FINGER, P.A. 920 North King Street Wilmington, DE 19801 Tel.: (302) 651-7700 Fax: (302) 651-7701 Email: collins@rlf.com defranceschi@rlf.com madron@rlf.com -and- Edward O. Sassower, P.C. Stephen E. Hessler, Esq. Brian E. Schartz, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Tel.: (212) 446-4800 Fax: (212) 446-4900 Email: edward.sassower@kirkland.com stephen.hessler@kirkland.com brian.schartz@kirkland.com -and- James H.M. Sprayregen, P.C. Marc Kieselstein, P.C. Chad J. Husnick, Esq. Steven N. Serajeddini, Esq. 300 North LaSalle Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: james.sprayregen@kirkland.com marc.kieselstein@kirkland.com chad.husnick@kirkland.com steven.serajeddini@kirkland.com About Energy Future Holding Corp. Energy Future Holdings Corp., formerly known as TXU Corp., is 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. ESCO MARINE: Chatsworth Securities Approved as Investment Bankers ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas authorized ESCO Marine, Inc., to employ Chatsworth Securities, LLC, as investment bankers nunc pro tunc to May 26, 2015. The order was agreed upon by the Debtors, Chatsworth, the Official Committee of Unsecured Creditors, and Callidus Capital Corporation. The parties agreed to resolve an objection to the motion. The terms of the application is modified as, among other things: (1) Chatsworth will be authorized to perform any work which has been authorized to be performed by Duff & Phelps Canada Restructuring, Inc., as financial analyst to the debtor and parties-in-interest may object and ask for an adjustment to the extent any work performed is duplicative; (2) the fee schedule will be modified to include these: in the event that Marcella Molinari Enterprises, LLC or any other purchaser referred by a party other than Chatsworth which is not on Chatsworth contact list provides an offer in the amount of at least $25 million cash plus proof of its ability to fund, and the Court approves the offer, then Chatsworth agrees to modify the fees in the section as follows: (a) a non-refundable monthly retainer of $25,000, up to a period of five months; and (b) transaction fee equal to $50,000 plus, for each million dollars of the purchase price in excess of $25 million, an additional $50,000; provided that any such sale is subject to Callidus' right to credit bid and object to any proposed sale. About ESCO Marine ESCO Marine, Inc., and four affiliates sought Chapter 11 Bankruptcy protection in Corpus Christi, Texas (Bankr. S.D. Tex.) on March 7, 2015. The cases are assigned to Judge Richard S. Schmidt. The Court approved the joint administration of the Debtors' Chapter 11 cases under ESCO Marine, Inc., Case No. 15-20107. ESCO Metals, LLC, ESCO Shredding, LLC, Texas Best Recycling, LLC, and Texas Best Equipment LLC are affiliates of ESCO Marine. ESCO Marine is the operating parent company. The Debtors have tapped Roderick Glen Ayers, Jr., Esq., at Langley Banack Inc., in San Antonio, as counsel. Th Debtors tapped AP Services LLC to designate a chief restructuring officer, and Duff & Phelps Canada Restructuring, Inc. as financial advisors. The Debtor disclosed total assets of $85,908,515 and total liabilities of $93,808,107. Secured creditor Callidus Capital Corporation is represented by Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Culbreth & Holzer, P.C. ESTATE FINANCIAL: Hearing on Ezra Brutzkus Employment Continued --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California will continue the hearing to consider the Chapter 11 trustee's application to amend order authorizing employment of Ezra Brutzkus Gubner LLP as his special litigation counsel. Estate Financial, Inc., was a licensed real estate brokerage firm since the later 1980's. EFI solicited funding for, and arranged and made, loans secured by various real property. EFI also was the sole manager of Estate Financial Mortgage Fund LLC, which was organized for the purpose of investing in and funding loans originated by EFI which were secured by first deeds of trust encumbering commercial and real estate located primarily in California and has been funding such mortgage loans since 2002. Five creditors of EFI filed an involuntary Chapter 11 petition against the real estate broker (Bankr. C.D. Cal. Case No. 08-11457) on June 25, 2008. EFI consented to the bankruptcy petition on July 16, 2008. In its schedules, Estate Financial disclosed total assets of $27.4 million, and total debt of $7.32 million. Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and William C. Beall, Esq., at Beall and Burkhardt, serve as counsel to the Debtor. A Chapter 11 trustee, Thomas P. Jeremiassen, was appointed by the Court on July 23, 2008. Robyn B. Sokol, Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner, serve as counsel to the official committee of unsecured creditors. EWGS INTERMEDIARY: Court Issues Final Decree Closing Ch. 11 Cases ----------------------------------------------------------------- Judge Mary F. Walrath of the United States Bankruptcy Court for the District of Delaware signed off an Order and Final Decree closing the Chapter 11 cases of EWGS Intermediary and Edwin Watts Golf Shops. The motion for entry of a final decree was filed by the Plan Administrator of the Debtors. The Plan Administrator said it has paid all quarterly United States Trustee fees owing through June 30, 2015, and will provide for the repayment of fees that will become due after the close of the second calendar quarter of 2015. Pursuant to the Order and Final Decree, the Chapter 11 cases of the Debtors will be closed pursuant to Section 350 (a) of the Bankruptcy Code. To the extent not already paid, the fees required to be paid to the U.S. Trustee pursuant to 28 U.S.C. Section 1930(a)(6) will be paid as soon as reasonably practicable after the date of the entry of the Order. The Plan Administrator is authorized to assign the BP Claim to the Secured Noteholder. Further, the Plan Administrator will have fully discharged all of its duties with respect to the Plan and Debtors' estates, and the Plan Administrator and her professionals, consultants and employees will be deemed discharged from their duties and obligations in the Debtors' Chapter 11 cases and under the Plan. Moreover, the Plan Administrator, on behalf of the Debtors, is empowered and authorized to take all actions necessary or appropriate to effect the relief granted in the Order and Final Decree. The Plan Administrator is also empowered and authorized to file any and all necessary documents to affect the dissolution of one or both of the Debtors. The Plan Administrator is represented by: Domenic E. Pacitti, Esq. Michael W. Yurkewicz, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 Market Street, Suite 1000 Wilmington, DE 19801 Tel: (302) 426-1189 Fax: (302) 426-9193 Email: dpacitti@klehr.com myurkewicz@klehr.com About EWGS Intermediary EWGS Intermediary and Edwin Watts Golf Shops, which operate as an integrated, multi-channel retailer, offering brand name golf equipment, apparel and accessories, filed for Chapter 11 protection on Nov. 4, 2013 (Bankr. D. Del. Lead Case No. 13-12876). They are represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware. The Debtors tapped Bayshore Partners LLC as their investment banker, FTI Consulting, LLC, as their financial advisors, and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. PNC Bank, National Association, the DIP Agent, is represented by Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington, Delaware. Lawrence C. Gottlieb, Esq., Jay R. Indyke, Esq., Brent Weisenberg, Esq., at Cooley LLP, serve as lead counsel to the Official Committee of Unsecured Creditors. Michael J. Merchant, Esq., Christopher M. Samis, Esq., and William A. Romanowies, Esq., at Richards, Layton & Finger, P.A. serve as Delaware counsel. The Committee hired PricewaterhouseCoopers LLP as its financial adviser. The Debtors said total assets are greater than $100 million. In its schedules, EWGS Intermediary disclosed $0 in assets and $77,801,784 in total liabilities. Hilco Merchant Resources, a unit of Hilco Global, on Dec. 5, 2013, disclosed that it has completed a $40 million deal to purchase all the assets of golf retail brand Edwin Watts, in partnership with GWNE, Inc., an affiliate of Worldwide Golf Shops. The transaction was approved by the bankruptcy court and closed on Dec. 5. EXCO RESOURCES: S&P Lowers Corporate Credit Rating to 'SD' ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Dallas-based EXCO Resources Inc. to 'SD' (selective default) from 'B-', and issue-level ratings on the company's senior unsecured notes due 2018 and 2022 to 'D' from 'CCC'. "The downgrade follows EXCO's announcement that EXCO has entered into an agreement to exchange a portion of its senior unsecured notes due 2018 and 2022 for a new senior secured term loan at a 49% discount to par," said Standard & Poor's credit analyst Christine Besset. "We view this transaction as a distressed exchange because at the close of the transaction investors receive less than what was promised on the original securities," said Ms. Besset. The company will repurchase $577 million of aggregate principal amount of notes for a new $291 million term loan. EXCO also executed an agreement with Fairfax Financial Holdings Ltd. to provide a new $300 million senior secured second-lien term loan, whose proceeds will repay a portion of the borrowings outstanding under the company's revolving credit facility. The Fairfax term loan will be pari passu with the exchange senior secured second-lien term loan referred to above. At the same time, EXCO amended and restated its revolving credit facility, reducing the borrowing base to $375 million from $600 million while relaxing or removing financial covenants. The facility remains subject to redetermination next spring. These transactions will reduce the company's $1.55 billion of total debt by $270 million. S&P notes that these transactions will improve the company's financial leverage and lengthen the average weighted debt maturity, but increase interest payments. S&P views the impact of these transactions as neutral on liquidity, given the simultaneous decrease in the company's revolving credit facility. S&P notes that the company has $234 million of remaining secured debt capacity under its credit agreements for future exchanges or issuance of new secured debt. S&P expects to review the corporate credit and issue-level ratings when the company's capital structure and future development plans are more clear. S&P's analysis will incorporate the challenging operating environment for oil and gas companies at current commodity prices and EXCO's high, though marginally improved, leverage. S&P expects to rate the new second-lien term loan at or near the close of the transaction. FIBERTOWER NETWORK: Court Signs Final Decree Closing 2 Ch. 11 Cases ------------------------------------------------------------------- Judge D. Michael Lynn of the United States Bankruptcy Court for the Northern District of Texas, Fort Worth Division, granted Reorganized FiberTower Corporation and its affiliates' application for final decree closing certain of the Reorganized Debtors' Chapter 11 cases. The Reorganized Debtors asserted that closing the inactive cases will, among other things, permit the Reorganized Debtors to cease paying quarterly fees for the inactive cases to the U.S. Trustee, which is an unnecessary financial burden on them now that they have emerged from Chapter 11 and the Chapter 11 Cases have been fully administered. The Reorganized Debtors do not seek to close all of the Chapter 11 Cases. Rather, because the Appeal of the FCC Opinion remains pending and the Reorganized Debtors believe that the FCC Action should remain open until the Appeal is fully and finally resolved, the Reorganized Debtors seek to close all of the Chapter 11 Cases other than (i) the Chapter 11 case of FiberTower Spectrum Holdings LLC, and (ii) the FCC Action. The Reorganized Debtors are represented by: Paul N. Silverstein, Esq. Jonathan I. Levine, Esq. Jeremy B. Reckmeyer, Esq. 450 Lexington Avenue, 15th Floor New York, NY 10017 Tel: (212) 850-2800 Fax: (212) 850-2929 Email: paulsilverstein@andrewskurth.com jonathanlevine@andrewskurth.com jeremyreckmeyer@andrewskurth.com -- and -- Michelle V. Larson, Esq. 1717 Main Street, Suite 3700 Dallas, TX 75201 Tel: (214) 659-4400 Fax: (214) 659-4401 Email: michellelarson@andrewskurth.com About FiberTower Corp. FiberTower Corporation, FiberTower Network Services Corp., FiberTower Licensing Corp., and FiberTower Spectrum Holdings LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos. 12-44027 to 12-44031) on July 17, 2012, together with a plan nsupport agreement struck with prepetition secured noteholders. FiberTower is an alternative provider of facilities-based backhaul services, principally to wireless carriers, and a national provider of millimeter-band spectrum services. Backhaul is the transport of voice, video and data traffic from a wireless carrier's mobile base station, or cell site, to its mobile switching center or other exchange point. FiberTower provides spectrum leasing services directly to other carriers and enterprise clients, and also offer their spectrum services through spectrum brokerage arrangements and through fixed wireless equipment partners. FiberTower's significant asset is the ownership of a national spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum licenses, including over 740 MHz in the top 20 U.S. metropolitan areas and, in the aggregate, roughly 1.72 billion channel pops (calculated as the number of channels in a given area multiplied by the population, as measured in the 2010 census, covered by these channels). FiberTower believes the Spectrum Portfolio represents one of the largest and most comprehensive collections of millimeter wave spectrum in the U.S., covering areas with a total population of over 300 million. As of the Petition Date, FiberTower provides service to roughly 5,390 customer locations at 3,188 deployed sites in 13 markets throughout the U.S. The fixed wireless portion of these hybrid services is predominantly through common carrier spectrum in the 11, 18 and 23 GHz bands. FiberTower's biggest service markets are Dallas/Fort Worth and Washington, D.C./Baltimore, with additional markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit, Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco and Tampa. As of June 30, 2012, FiberTower's books and records reflected total combined assets, at book value, of roughly $188 million and total combined liabilities of roughly $211 million. As of the Petition Date, FiberTower had unrestricted cash of roughly $23 million. For the six months ending June 30, 2012, FiberTower had total revenue of roughly $33 million. With the help of FTI Consulting Inc., FiberTower's preliminary valuation work shows that the Company's enterprise value is materially less than $132 million -- i.e., the approximate principal amount of the 9.00% Senior Secured Notes due 2016 outstanding as of the Petition Date. The preliminary valuation work is based upon the assumption that FiberTower's spectrum licenses will not be terminated. Fibertower Spectrum disclosed $106,630,000 in assets and $175,501,975 in liabilities as of the Chapter 11 filing. Judge D. Michael Lynn oversees the Chapter 11 case. Lawyers at Andrews Kurth LLP serve as the Debtors' lead counsel. Lawyers at Hogan Lovells and Willkie Farr and Gallagher LLP serve as special FCC counsel. FTI Consulting serve as financial advisor. BMC Group Inc. serve as claims and noticing agent. The petitions were signed by Kurt J. Van Wagenen, president. Wells Fargo Bank, National Association -- as indenture trustee and collateral agent to the holders of 9.00% Senior Secured Notes due 2016 owed roughly $132 million as of the Petition Date – is represented by Eric A. Schaffer, Esq., at Reed Smith LLP. An Ad Hoc Committee of Holders of the 9% Secured Notes Due 2016 is represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya, Esq., at Stroock & Stroock & Lavan LLP. Wells Fargo and the Ad Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark Elmore, Esq., at Haynes and Boone, LLP, as local counsel. U.S. Bank, National Association -- in its capacity as successor indenture trustee and collateral agent to holders of the 9.00% Convertible Senior Secured Notes due 2012, owed $37 million as of the Petition Date -- is represented by Michael B. Fisco, Esq., at Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq., at McGuire Craddock & Strother PC as local counsel. William T. Neary, the U.S. Trustee for Region 6 appointed five members to the Official Committee of Unsecured Creditors in the Debtors' cases. The Committee is represented by Otterbourg, Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman & Leonard, P.A. Goldin Associates, LLC serves as its financial advisors. On March 15, 2013, the Court entered an order authorizing the Debtors to sell assets that are primarily utilized by the Debtors to provide wireless backhaul services in the State of Ohio to Cellco Partnership (dba Verizon Wireless) free and clear for $1.5 million. In May 2013, FiberTower sought and obtained Court authority to sell their telecommunications equipment and employ American Communications, LLC, as telecommunications equipment reseller. According to the Debtors, the telecommunications equipment, which was a part of their backhaul business, is no longer necessary in the conduct of their business. They, however, believe that the equipment may have resale value that would benefit their estates. On Jan. 27, 2014, FiberTower, et al., obtained confirmation of their Fourth Amended Joint Chapter 11 Plan. FIRST DATA: Fitch Affirms 'B' IDR & Revises Outlook to Positive --------------------------------------------------------------- Fitch Ratings has affirmed First Data Corp.'s Issuer Default Rating at 'B'. The Rating Outlook has been revised to Positive from Stable. At June 30, 2015, the company had $21 billion in total debt outstanding. The affirmation and Positive Outlook reflect First Data's completion of an initial public offering (IPO) on Oct. 15, and expectations that net proceeds of approximately $2.5 billion will be used to reduce debt. KEY RATING DRIVERS -- Improved Credit Profile: Pro forma for the post-IPO debt reduction, Fitch estimates total leverage was 7.1x at June 30, 2015, and that leverage could be under 6x at the end of 2017. As previously disclosed Fitch believes expectations for leverage under 6x would likely lead to an upgrade. Fitch expects free cash flow (FCF) to improve materially following the debt reduction and through debt refinancings in 2015 and potential future refinancings. -- Leveraged Capital Structure: The current rating reflects FDC's highly leveraged capital structure. As of June 30, 2015, total and secured leverage were 7.9x and 5.8x, respectively. Fitch notes that leverage has materially declined from 10.6x in 2010 as a result of debt reduction and EBITDA growth. -- Large Operational Scale: The Global Business Solutions business is characterized by its large scale and global footprint with more than six million merchants. Existing merchant relationships and large distribution platform (alliances and partnerships) reinforce the company's ability to sustain its market share while providing a segue to introduce and capitalize on emerging technologies (i.e. Apple Pay, Clover, EMV, and Mobile Payments). The Global Financial Solutions business also benefits from this scale and established relationships with card issuers as well as from long-term contracts which have high switching costs. -- Diversified Customer Base: The customer base is global in nature and consists primarily of millions of regional and local merchants and large financial institutions. Fitch notes, however, that FDC is exposed to price-sensitive merchants within small- and medium-sized businesses that are more susceptible to down cycles. -- Fee Structure Offsets Cyclicality: Revenue has a correlation with consumer spending, but volatility is subdued due to the continued adoption of electronic payments, exposure to consumer staples, pricing model (paid per transaction as well as on a percentage of transacted amount) in Global Business Solutions, and contractual nature of fees (based on activity level) in Global Financial Solutions. -- Spending Shift: A mix shift in consumer spending patterns favoring large discount retailers that have more leverage to negotiate favorable fees has pressured profitability and revenue growth. Fitch notes that this is mitigated by increased spending online that can generate high fees due to the higher risk associated with the transaction. -- Financial Industry Consolidation: Consolidation could pose a risk for the company, particularly in FDC's Global Financial Solutions segment, as could changes in regulations in First Data's overall business. -- Emerging Competition: The high barriers to entry could be eroded by the emergence of new payment technology in the Global Business Solutions segment. Conversely, the Global Financial Solutions segment has much lower exposure to emerging competitors due to First Data's strong position in card processing for large institutions. KEY ASSUMPTIONS -- Fitch assumes revenues will grow in the low- to mid-single digits over the near term, and that First Data's EBITDA margin will be relatively stable in the 24% to 25% range. Fitch's assumptions for the EBITDA margin are based on gross revenues, which include material reimbursable expenses. -- Fitch believes that through EBITDA growth and debt reduction First Data's consolidated leverage will decline to approximately 5.9x by the end of 2017. RATING SENSITIVITIES Positive Trigger: The ratings could be upgraded if First Data's credit profile continues to strengthen, and leverage is expected to be maintained at or below 6x (gross leverage). Future developments that may lead to positive rating action include sustained EBITDA growth and reductions in debt from the company's improved free cash flow position. Negative Trigger: The ratings could be downgraded if First Data were to experience erosion in its market share or if price compression accelerates due to new competitive threats leading to sustained EBITDA margins at approximately 20% or below with negative free cash flow generation. LIQUIDITY AND DEBT STRUCTURE Liquidity as of June 30, 2015, consisted of $348 million in cash (net $92 million in amounts held outside the U.S. and at subsidiaries to fund their respective operations). First Data also has a $1.25 billion revolving credit facility (RCF) that expires in June 2020 (subject to an earlier springing maturity if certain debt remains outstanding at certain dates). As of June 30, 2015, First Data's RCF provided an additional approximately $1 billion of liquidity (net of $204 million drawn and $41 million in letters of credit outstanding). Fitch has affirmed these ratings and revised the Outlook to Positive on the IDR: -- IDR at 'B'; Positive Outlook; -- Senior secured RCF and term loans at 'BB/RR1'; -- Senior secured notes at 'BB/RR1'; -- Junior secured notes at 'CCC+/RR6'; -- Senior unsecured notes at 'CCC+/RR6'; -- Senior subordinated notes at 'CCC/RR6'. FOREVER GREEN: Ulterior Motives Can Derail Forced Bankruptcies -------------------------------------------------------------- Gail Sullivan at Bankruptcy Law360 reported that an otherwise proper petition to force a debtor to declare bankruptcy can be dismissed if it's filed for cynical reasons, the Third Circuit held in an Oct. 16, 2015 precedential decision affirming a lower court holding that such a petition was filed against an athletic turf playing field company to gain a litigation advantage. The three-judge panel unanimously found that former Forever Green Athletic Fields Inc. employee Charles C. Dawson had filed an involuntary bankruptcy petition against the company to cash in on a consent judgment. About the Involuntary Case Forever Green Athletic Fields, Inc. is a corporation organized and existing under the laws of the Commonwealth of Pennsylvania with its principal place of business of 124 South Maple Street, Suite 100, Ambler, Pennsylvania 19002. Forever Green was formed for the purpose of selling and installing artificial grass athletic fields. Charles C. Dawson, Kelli L. Dawson, and the law firm of Cohen, Seglias, Pallas, Greenhall & Furman, PC -- collectively with the Dawsons, the "Petitioning Creditors" -- filed an involuntary petition under chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 12-13888) on April 20, 2012, against Forever Green. Forever Green sought dismissal of the Involuntary Petition on the grounds that it is a bad-faith filing and an abuse of the bankruptcy system initiated by the Petitioning Creditors to frustrate the prosecution of the Forever Green's claims against Mr. Dawson, ProGreen Surfaces, Inc., Daniel A. DaLuise, Donna L. DaLuise, Raymond Fritz, and ProGreen Sports Surfaces, LLC. In November 2013, Bankruptcy Judge Magdeline D. Coleman dismissed the Involuntary Petition. She ruled that Mr. Dawson was not motivated by a proper bankruptcy purpose. The record before the Court demonstrates that Mr. Dawson effectuated the filing of the Involuntary Petition in furtherance of his pre-existing scheme to frustrate the prosecution of a pending arbitration proceeding as well as to force Forever Green to pay Mr. Dawson's claim ahead of Forever Green's other creditors. District Judge Stewart Dalzell affirmed a Bankruptcy Court decision dismissing an involuntary petition against Forever Green Athletic Fields, Inc., based solely on that Court's finding that a petitioning creditor impermissibly used the involuntary petition as a litigation tactic and thus acted in bad faith. The District Court case was FOREVER GREEN ATHLETIC FIELDS, INC., Putative Debtor/Appellee v. CHARLES DAWSON, KELLY DAWSON and COHEN SEGLIAS PALLAS GREENHALL & FURMAN, Petitioning Creditors/Appellants, Civil Action No. 14-641 (E.D. Pa.). Forever Green is represented by: Aris J. Karalis, Esq. Robert W. Seitzer, Esq. MASCHMEYER KARALIS, P.C. 1900 Spruce St Philadelphia, PA 19103 Tel:(215) 546-4500 E-mail: AKaralis@cmklaw.com RSeitzer@cmklaw.com The petitioning creditors are represented by: Leslie J. Rase, Esq. Steven K. Eisenberg, Esq. STERN & EISENBERG PC 1581 Main Street, Suite 200 Warrington, PA 18976 Tel: (215) 572-8111 E-mail: lrase@sterneisenberg.com seisenberg@sterneisenberg.com Robert H. Holber, the Chapter 7 Trustee, is represented by his own firm: Robert H. Holber, Esq. THE LAW OFFICE OF ROBERT H. HOLBER PC 41 E Front St Media, PA 19063 Tel: (610) 565-5463 FORTY ACRE: Ex-Counsel's Bid to Withdraw Reference Denied --------------------------------------------------------- Judge Susie Morgan of the United States District Court for the Eastern District of Louisiana denied the Motion to Withdraw the Reference filed by Defendants Randall M. Alfred and Randall M. Alfred, APLC. On January 11, 2011, Forty Acre Corporation filed a Chapter 11 case in the United States Bankruptcy Court for the Eastern District of Louisiana. Randall M. Alfred, the Defendant in the present adversarial matter, served as counsel to Forty Acre both before and during the bankruptcy proceedings. Steve Queyrouze, the Plaintiff, serves as the plan trustee in Forty Acre's bankruptcy proceedings. On October 2, 2014, Queyrouze filed a Complaint against Alfred and his law firm, arguing among others that Alfred negligently represented Forty Acre both prior to and during its bankruptcy. It is this Complaint that Defendants argued should be withdrawn from the bankruptcy court and decided by the district court. The case is captioned IN RE: QUEYROUZE, ET AL., SECTION: "E" (2), CIVIL ACTION NO. 14-2715(E.D. La.). A full-text copy of Judge Morgan's Order and Reasons dated September 15, 2015, is available at http://is.gd/LyhKoMfrom Leagle.com. Steve Queyrouze, Plaintiff, represented by: Scott David Webre, Esq. WEBRE & ASSOCIATES 2901 Johnston St., Suite 307 Lafayette, LA 70503 Phone: (337)237-051 Fax: (337)¬237-5061 Defendants are represented by William Everard Wright, Jr., Esq. -- wwright@dkslaw.com -- DEUTSCH, KERRIGAN & STILES, LLP & Charlotte Collins Meade, Esq. -- cmeade@dkslaw.com -- DEUTSCH, KERRIGAN & STILES, LLP. About Forty Acre Forty Acre Corporation, based in Houma, Louisiana, filed for Chapter 11 bankruptcy (Bankr. E.D. La. Case No. 11-10074) on Jan. January 11, 2011. Bankruptcy Judge Elizabeth W. Magner presides over the case. Randall M. Alfred, Esq. -- rmaaplc@bellsouth.net - - served as the Debtor's counsel. In its petition, Forty Acre estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Mike LeBlanc, president. The order confirming Forty Acre's plan directed the Debtor to transfer certain assets, including the Terrebonne Parish land and Forty Acre's causes of action, to The Forty Acre Corporation Plan Trust. FRESH & EASY: To Shut Down Stores --------------------------------- Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review, reported that just two years since it was purchased out of bankruptcy, grocery chain Fresh & Easy Neighborhood Market Inc. can't find the financing it needs to keep its doors open and is shutting down. According to the report, the company confirmed on Oct. 22 that it could no longer fund its business, but added that "as we start the process for an organized wind-down of the business, we continue to work to sell all or part of the business." The Troubled Company Reporter, on Oct. 19, 2015, citing Bloomberg News, reported that Fresh & Easy, the former Tesco Plc-owned grocery chain that billionaire Ron Burkle bought in 2013, is preparing its second bankruptcy filing. According to the Bloomberg report, citing people familiar with the matter, the supermarket company could still find a buyer for all or part of the chain, a move that may forestall a filing. About Fresh & Easy Fresh & Easy Neighborhood Market Inc., and its affiliate filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and 13-12570) on Sept. 30, 2013. The petitions were signed by James Dibbo, chief financial officer. Judge Kevin J. Carey presides over the case. Fresh & Easy owes $738 million to Cheshunt, England-based Tesco, the U.K.'s biggest retailer. Fresh & Easy never made a profit and lost an average of $22 million a month in the 12 months ended in February, according to court papers. Jones Day serves as lead bankruptcy counsel. Richards, Layton & Finger, P.A., serves as local Delaware counsel. Alvarez & Marsal North America, LLC, serves as financial advisors, and Alvarez & Marsal Securities, LLC, serves as investment banker. Prime Clerk LLC acts as the Debtors' claims and noticing agent. Gordon Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the Debtors' consultant. The Debtors estimated assets of at least $100 million and liabilities of at least $500 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood Market Inc., et al. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Committee. FTI Consulting, Inc. serves as its financial advisor. The Debtors closed, on or about Nov. 26, 2013, the sale of about 150 supermarkets plus a production facility in Riverside, California, to Ron Buckle's Yucaipa Cos. Pursuant to the sale terms, the bankruptcy company changed its name, and the name of the case, to Old FENM Inc. Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware on July 2, 2014, issued an order confirming Old FENM, Inc., et al.'s second amended joint Chapter 11 plan of reorganization. GEOMET INC: Largest Pref. Stock Holder OKs Company Dissolution -------------------------------------------------------------- Concurrently with the preparation of the preliminary proxy statement, filed with the Securities and Exchange Commission on Oct. 16, 2015, GeoMet, Inc. and Sherwood Energy, LLC, the holder of a majority of the Company's Series A Convertible Redeemable Preferred Stock, par value $0.001 per share, and approximately 33.9% of the Company's common stock, par value $0.001 per share, on an as converted basis, entered into a voting agreement. Pursuant to the Voting Agreement, subject to certain exceptions, Sherwood has agreed to vote its shares of Preferred Stock in favor of: (i) the amendment and restatement of the Certificate of Designations of the Company's Preferred Stock, to (w) require that 6% of all net distributable assets to be paid or distributed in a dissolution of the Company be paid to the holders of the Company's Common Stock, (x) delete a provision in the Certificate of Designations permitting the Company to repurchase up to $5.0 million in Common Stock without the consent of the holders of Preferred Stock, (y) make certain non-substantive and corrective changes and (z) integrate any prior amendments thereto; (ii) the dissolution of the Company pursuant to a Plan of Dissolution and Liquidation; and (iii) the approval of any proposal to adjourn or postpone a meeting of GeoMet stockholders to consider the COD Amendment and the Plan of Dissolution and the Company's dissolution to a later date if there are not sufficient votes for adoption of the proposals on the date on which such meeting is held. The Voting Agreement provides that, except as provided under the Voting Agreement, Sherwood will not (nor permit any person under Sherwood's control to), directly or indirectly: * grant any proxies or powers of attorney with respect to the right to vote, rights of first offer or refusal, or enter into any voting trust or voting agreement or arrangement, with respect to any of Sherwood’s shares of the Common Stock or Preferred Stock; * sell, assign, transfer, tender, pledge, encumber, grant a participation interest in, hypothecate or otherwise dispose of (including by gift) any of Sherwood's shares of Common Stock or Preferred Stock; or * enter into any contract providing, directly or indirectly, for any action described in the immediately preceding bullet. The Voting Agreement terminates automatically upon the earliest to occur of (i) the consummation of the COD Amendment and the Plan of Dissolution and the dissolution of the Company, (ii) the Company's abandonment of the COD Amendment and the Plan of Dissolution and the dissolution of the Company and (iii) Dec. 31, 2015. Concurrently with the execution and delivery of the Voting Agreement on Oct. 16, 2015, Sherwood in its capacity as the beneficial and record holder of at least 50% of the outstanding shares of Preferred Stock approved an amendment to the Company's current bylaws, which designates the state courts of the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware, as the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of GeoMet, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of GeoMet to GeoMet or GeoMet's stockholders, creditors or other constituents, (iii) any action asserting a claim against GeoMet arising pursuant to any provision of the General Corporation Law of the State of Delaware, GeoMet's current certificate of incorporation or the Bylaws, or (iv) any action asserting a claim against GeoMet or any director or officer or other employee of GeoMet governed by the internal affairs doctrine. On Oct. 16, 2015, subject to obtaining those approvals, the Board of Directors of the Company approved the Bylaws Amendment and amended and restated the Bylaws to include the Bylaws Amendment. The Third Amended and Restated Bylaws are effective as of Oct. 16, 2015. About Geomet Inc. Houston, Texas-based GeoMet, Inc., is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (coalbed methane) and non-conventional shallow gas. Its principal operations and producing properties are located in the Cahaba and Black Warrior Basins in Alabama and the central Appalachian Basin in Virginia and West Virginia. It also owns additional coalbed methane and oil and gas development rights, principally in Alabama, Virginia, West Virginia, and British Columbia. As of March 31, 2012, it owns a total of 192,000 net acres of coalbed methane and oil and gas development rights. As reported by the TCR on Feb. 20, 2015, GeoMet said it has no operations and minimal assets, which raises substantial doubt about its ability to return any additional value to its stockholders. The Company added it may file a plan of dissolution if it cannot consummate a corporate transaction/merger prior to the third quarter of 2015. As of June 30, 2015, the Company had $21.6 million in total assets, $262,075 in total liabilities, $51.7 million in series A convertible redeemable preferred stock, and a $30.3 million total stockholders' deficit. GLACIAL ENERGY: Units End Chapter 11 Cases After Asset Sales ------------------------------------------------------------ Jeff Zalesin at Bankruptcy Law360 reported that eight units of electricity and natural gas provider Glacial Energy ended their Chapter 11 cases on Oct. 16, 2015, after a Delaware bankruptcy judge signed off on an unopposed request to dismiss those affiliates because almost all of their assets had been sold. U.S. Bankruptcy Judge Christopher S. Sontchi approved the dismissal of Glacial affiliates including Glacial Energy of New York and Negawatt Business Solutions, leaving proceedings open for related entities. Glacial had asked in September to close some bankruptcy cases with the consent of Agera Energy LLC. About Gridway Energy Gridway Energy Holdings, Inc., and its affiliates, including Glacial Energy Holdings -- providers of electricity and natural gas in markets that have been restructured to permit retail competition -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10833) on April 10, 2014. The Debtors have 200,000 electric residential customers and 55,000 gash residential customers across the U.S. A large portion of the customers' energy consumption and revenue is generated in the northeast U.S., Ohio, Illinois and Texas (collectively accounting for 80% of revenue), with the remaining portion coming from California and other states. The Debtors blamed the bankruptcy due to lower revenue brought by increased market competition, which caused the Debtors to default on certain of their obligations. Gridway defaulted on $60 million of debt. Prepetition, the Debtors negotiated a stock purchase transaction with an interested buyer. But in March 2014, the purchaser withdrew from the transaction because of the large amount of debt that the purchaser would become liable through a stock transaction. The Debtors are represented by Michael R. Nestor, Esq., Joseph M. Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A. Salzberg, Esq., at Patton Boggs LLP. They employed Omni Management Group, LLC, as claims and notice agent. Gridway Energy estimated assets of $500 million to $1 billion and debt of more than $1 billion. The Creditors' Committee is represented by Sharon Levine, Esq., and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and Frederick B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner Law Group LLC. Vantage is represented in the case by Ingrid Bagby, Esq., David E. Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A. GREAT ATLANTIC: Best Yet Market Offers $8.54-Mil. for NY Assets --------------------------------------------------------------- An affiliate of Great Atlantic & Pacific Tea Company Inc. has entered into four separate agreements with Best Yet Market Inc. for the sale of its assets. Under the agreements, Best Yet Market will purchase A&P Real Property LLC's assets for a total amount of $8.535 million. The assets include leases on four A&P stores located in Commack, East Rockaway, Merrick and Westhampton Beach, in New York. Best Yet Market won the auction for the assets conducted earlier this month, court filings show. The agreements are subject to approval by U.S. Bankruptcy Judge Robert Drain who oversees A&P's Chapter 11 case. Labor union UFCW Local 342 and the local community of Westhampton Beach had opposed the proposed sale of A&P's assets to Best Yet Market. Both had expressed concern over the buyer's plan to terminate workers at the Westhampton Beach store once the sale is approved. About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors to serve on the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as serves as its financial advisors and bankruptcy consultants. Elise S. Frejka was appointed as consumer privacy ombudsman. GREEN MOUNTAIN: Morris Manning Withdraws as Counsel for Dan Cowart ------------------------------------------------------------------ Morris, Manning & Martin, LLP, notified the U.S. Bankruptcy Court for the Northern District of Georgia that it has withdrawn as counsel of record for Dan Cowart Companies and Green Mountain Aggregates, LLC. About Green Mountain Green Mountain Management, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 14-64287) on July 25, 2014. The petition was signed by Daniel B. Cowart, sole member of Georgia Flattop Partners, LLC, and chairman of Green Mountain Management, LLC. The Debtor estimated $10 million to $50 million in assets and debt. Georgia Flattop Partners, LLC is the managing member and holders of 93% of the stock. The case is assigned to Judge Barbara Ellis-Monro. No official committee of unsecured creditors has been appointed, and UMB Bank, n.a.'s request for the appointment of a trustee was resolved consensually pursuant to this Court's order entered on Nov. 20, 2014. On May 29, 2015, the Debtor filed an application to employ Nelson Mullins Riley & Scarborough LLP as its bankruptcy counsel. The filing came after the Debtor notified Alston & Bird LLP that Green Mountain Aggregates LLC, Dan Cowart, Dan Cowart Inc. and the Debtor intended to pursue claims against the law firm. Alston & Bird was hired by the Debtor in 2014 to be its bankruptcy counsel. On June 1, 2015, the firm withdrew as its counsel. On June 2, 2015, Judge Ellis-Monro authorized the Debtor to hire Atlanta-based Nelson Mullins to be its new bankruptcy counsel. The Court established Oct. 9, 2015, as the deadline for file proofs of claim against the Debtors. GREYSTONE LOGISTICS: Incurs $91K Net Loss in Aug. 31 Quarter ------------------------------------------------------------ Greystone Logistics, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $91,315 on $5.56 million of sales for the three months ended Aug. 31, 2015, compared to net income available to common stockholders of $214,498 on $6.06 million of sales for the same period last year. As of Aug. 31, 2015, the Company had $15.39 million in total assets, $16.59 million in total liabilities and a $1.20 million total deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/fo5g45 About Greystone Logistics Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB - News) -- http://www.greystonelogistics.com/-- manufactures and sells plastic pallets through its wholly owned subsidiary, Greystone Manufacturing, LLC. Greystone sells its pallets through direct sales and a network of independent contractor distributors. Greystone also sells its pallets and pallet leasing services to certain large customers direct through its President, Senior Vice President of Sales and Marketing and other employees. GRIFFIN SIGN: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Griffin Sign, Inc. 484 North Randolph Ave Cinnaminson, NJ 08077 Case No.: 15-29780 Chapter 11 Petition Date: October 21, 2015 Court: United States Bankruptcy Court District of New Jersey (Camden) Judge: Hon. Jerrold N. Poslusny Jr. Debtor's Counsel: John E. Kaskey, Esq. BRAVERMAN KASKEY P.C. One Liberty Place, 56th Floor 1650 Market Street Philadelphia, PA 19103-7334 Tel: (215) 575-3910 Fax: (215) 575-3801 Email: jkaskey@braverlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The Debtor did not include a list of its largest unsecured creditors when it filed the petition. GT ADVANCED: To Exit Hyperion Business, Sells Assets ---------------------------------------------------- GT Advanced Technologies Inc. and its affiliated debtors ask the United States Bankruptcy Court for the District of New Hampshire to authorize Debtor GTAT Corp. to sell certain of its assets to Neutron Therapeutics Inc. for $1.1 million, free and clear of all liens and encumbrances. GTAT Corp. has decided to exit the ion accelerator business (a/k/a the Hyperion business), making assets related to that business non-essential to GTAT Corp.'s reorganization. Selling non-essential assets raises additional liquidity and eliminates the incremental cost of continuing these operations into the future, the Debtors tell the Court. The Purchased Assets will require significant capital investment and time before they can be commercialized for a profit. At this time, the Purchased Assets no longer fit into the Debtors' business plan going forward and thus the Debtors have determined that the best way to maximize their value is to complete the sale of those assets on the terms set forth in the Asset Purchase Agreement. Moreover, by selling the Purchased Assets, the Debtors will save the operating costs associated with the Hyperion business, including payroll expense for seventeen employees and more than $250,000 of annual rent at the Danvers, Massachusetts facility where the Hyperion operations are located. The purchased assets should be sold free and clear of interests. The Debtors are not aware of any other liens or other interests in the Purchased Assets. Twin Creeks Technologies, Inc., as assignee of a royalty payment agreement, objected, contending that the Debtors have not presented to the Court, and there does not appear to be, any relevant, applicable non-bankruptcy law which would permit the proposed sale under Section 363(f)(1) of the Bankruptcy Code, free and clear of TCTI's royalty interest. TCTI does not consent to the sale to the extent it is free and clear of its royalty interest. The Ad Hoc Committee of Equity Interest Holders filed object to the motion, stating that although the Debtors allege they contacted numerous parties in soliciting offers to purchase the Hyperion Assets, the Ad Hoc Committee has discovered that the Debtors' marketing efforts were not as robust as they seem. Alta Vista Corporate Finance Beratung GmbH, Frankfurt, would be prepared to make a non-binding bid in the amount of $1,210,000, therefore, an auction should be scheduled to obtain the highest and best price for the assets, the Ad Hoc Committee told the Court. The sale is essentially an insider sale, the Ad Hoc Committee complained. Much like the rest of the Debtors' cases, the Hyperion Asset sale no doubt benefits Apple, Inc., the Ad Hoc Committee said. GT Advanced Technologies Inc., et al. are represented by: Luc A. Despins, Esq. Andrew V. Tenzer, Esq. James T. Grogan, Esq. PAUL HASTINGS LLP Park Avenue Tower 75 East 55th Street, First Floor New York, NY 10022 Tel: (212) 318-6000 Fax: (212) 319-4090 Email: lucdespins@paulhastings.com andrewtenzer@paulhastings.com jamesgrogan@paulhastings.com - and - Daniel W. Sklar, Esq. Holly J. Barcroft, Esq. NIXON PEABODY LLP 900 Elm Street Manchester, NH 03101-2031 Tel: (603) 628-4000 Fax: (603) 628-4040 Email: dsklar@nixonpeabody.com hbarcroft@nixonpeabody.com Twin Creeks Technologies, Inc. is represented by: David W. Rayment, Esq. CLEVELAND, WATERS AND BASS, P.A. 2 Capital Plaza P.O. Box 1137 Concord, NH 03302-1137 Tel: (603) 224-7761 Fax: (603) 224-6457 Email: raymentd@cwbpa.com - and - Donald H. Cram, Esq. SEVERSON & WERSON A Professional Corporation One Embarcadero Center, Suite 2600 San Francisco, CA 94111 Tel: (415) 398-3344 Fax: (415) 956-0439 Email: dhc@severson.com Ad Hoc Committee is represented by: Peter B. McGlynn, Esq. Jason A. Manekas, Esq. BERNKOPF GOODMAN LLP 2 Seaport Lane, 9th Floor Boston, MA 02210 Tel: (617) 790-3000 Fax: (617) 790-3300 Email: jmanekas@bg-llp.com pmcglynn@bg-llp.com - and - David Barrack, Esq. POLSINELLI PC 900 Third Avenue, 21st Floor New York, NY 10022 Tel: (212) 684-0199 Fax: (212) 684-0197 Email: dbarrack@polsinelli.com - and - Christopher A. Ward, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801 Tel: (302) 252-0920 Fax: (302) 252-0921 Email: cward@polsinelli.com About GT Advanced Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multiyear supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No.4-11916). GT says that it has sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. GTAT has reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. The bankruptcy case is assigned to Judge Henry J. Boroff. HAGGEN HOLDINGS: $92M Bankruptcy Auction Plan Gets Green Light -------------------------------------------------------------- Matt Chiappardi at Bankruptcy Law360 reported that a Delaware bankruptcy judge on Oct. 18, 2015, gave the nod to Washington state-based grocer Haggen Inc. for its plan to sell nearly three dozen California locations in a complex process that includes two stalking horse bids totaling $92 million and a potential auction in which suitors can bid on any number of stores. During a hearing in Wilmington, U.S. Bankruptcy Judge Kevin Gross said that he would sign a bid procedures order for the sale process connected to 35 Haggen Holdings LLC stores in California. In a separate report, Kali Hays at Bankruptcy Law360 reported that Haggen has gotten pushback on a proposed $56 million sale of some closed stores to Smart & Final as part of its bankruptcy proceedings from a workers union claiming the deal violates certain local collective bargaining agreements. The United Food and Commercial Workers International Union represents about 80 percent of Haggen Holdings LLC's workforce -- totaling about 8,700 employees. About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. HII TECHNOLOGIES: Court Approves Garden City as Notice Agent ------------------------------------------------------------ HII Technologies, Inc. sought and obtained permission from the Hon. David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas to employ Garden City Group as notice and solicitation agent. The Debtor requires Garden City to: (a) prepare and serve required notices and documents in the Chapter 11 Cases in accordance with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedures in the form and manner directed by the Debtors and/or the Court; (b) maintain (i) a list of all potential creditors, equity holders and other parties in interest, including those who have filed proofs of claims or proofs of interest, and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010, and update and make said lists available upon request by a party in interest or the Clerk; (c) maintain a post office box or address for the purpose of receiving returned mail, and process all mail received; (d) for all notices, motions, orders or other pleadings or documents served, prepare and file, or cause to be filed, with the Clerk an affidavit or certificate of service within 7 business days of service; (e) assist in the dissemination of information to the public, and respond to requests for administrative information regarding the Chapter 11 Cases as directed by the Debtors or the Court, including through the use of a case website and/or call center; (f) if the Chapter 11 Cases are converted to chapter 7, contact the Clerk's office within 3 days of the notice to the Notice and Solicitation Agent of entry of the order converting the Chapter 11 Cases; (g) 30 days prior to the close of these Chapter 11 Cases, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing the Notice and Solicitation Agent and terminating the services of the Notice and Solicitation Agent upon completion of its duties and responsibilities and upon the closing of these Chapter 11 Cases; (h) at the close of these Chapter 11 Cases, box and transport all original documents, in proper format, as provided by the Clerk's office, to (i) the Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lee's Summit, MO 64064-1182 or (ii) any other location requested by the Clerk's office; (i) provide balloting and solicitation service, including producing personalized ballots and tabulating creditor ballots on a daily basis; (j) comply with applicable federal, state, municipal, and local statutes, ordinances, rules, regulations, orders and other requirements; (k) provide temporary employees to process notices as necessary; (l) promptly comply with such further conditions and requirements as the Clerk's Office or the Court may at any time request; and (m) provide such other related noticing and solicitation services as the Debtors may require in connection with these Chapter 11 Cases. Garden City will be paid at these hourly rates: Administrative, Mailroom and Claims Control $45-$55 Project Administrators $70-$85 Project Supervisors $95-$110 Graphic Support & Technology Staff $100-$200 Project Managers and Senior Project Managers $125-$175 Directors and Asst. Vice Presidents $200-$295 Vice Presidents and above $295 Garden City will also be reimbursed for reasonable out-of-pocket expenses incurred. Ronda Collum, senior director of Operations at Garden City, 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. Garden City can be reached at: Ronda Collum Garden City Group 1985 Marcus Ave Lake Success, NY 11042 Tel: (631) 470-6837 E-mail: ronda.collum@gardencitygroup.com About HII Technologies HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. proposed lead case No. 15-60070) on Sept. 18, 2015. Judge David R Jones is assigned to the cases. HII Technologies (HIITQ) is a publicly-traded oilfield services company which entered the hydraulic fracturing water management business via acquisition of Apache Energy Services dba AES Water Solutions in September 2012. HII Technologies currently has only one employee, its CEO, Matt Flemming. HII Technologies reported assets of $17.6 million and liabilities of $26.5 million as of July 31, 2015. The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius Ross, Inc. for management and restructuring services. HII TECHNOLOGIES: Hilco Industrial Okayed as Auctioneer ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas authorized HII Technologies, Inc., et al., to employ Hilco Industrial, LLC, as auctioneer for certain assets. The Debtors are authorized to enter into the asset marketing agreement. Hilco will be compensated for its services, and while the Hilco expenses are not reimbursable, the Company expenses will be administrative expenses. Under the AMA, Hilco will expend an estimated $40,000 on marketing the assets and promoting their auction. Specifically, Hilco will: (i) develop an advertising and marketing plan for the sale of the assets; (ii) implement the advertising and marketing plan as deemed necessary or appropriate by Hilco to maximize the net recovery on the assets; and (iii) prepare for the sale of the assets, including gathering specifications and photographs for pictorial brochures and arranging the assets in a manner, which in Hilco's judgment would be designed to enhance the net recovery on the assets. Under the fee structure, Hilco will be entitled to charge and retain for its own account an industry-standard buyer's premium of 18% for any of the assets that are sold. The buyer's premium is a fee charged in addition to the sale price and is paid by the buyer. Hilco will be responsible for any out-of-pocket expenses related to advertising, promotion and sales costs, lodging, travel, and labor associated with project management. Hilco will advance and will be entitled to reimbursement for out-of-pocket expenses related to anything other than the Hilco expenses. About HII Technologies HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. proposed lead case No. 15-60070) on Sept. 18, 2015. Judge David R Jones is assigned to the cases. HII Technologies (HIITQ) is a publicly-traded oilfield services company which entered the hydraulic fracturing water management business via acquisition of Apache Energy Services dba AES Water Solutions in September 2012. HII Technologies currently has only one employee, its CEO, Matt Flemming. HII Technologies reported assets of $17.6 million and liabilities of $26.5 million as of July 31, 2015. The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius Ross, Inc. for management and restructuring services. HII TECHNOLOGIES: Landlords Directed to Allow Access to Premises ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, in aid of administration of the Chapter 11 case of HII Technologies, Inc., ordered that: (1) Each landlord of the Debtors will permit access to their yards to the Debtors and their representatives to inventory equipment and otherwise inspect the premises. If a landlord believes that the Debtors should not be able to remove their property from the leased premises, the landlord will file a pleading with the Court within 14 days of receiving a copy of the order setting forth the specific legal reasons that the Debtors must not be able to remove their property. The failure to file the foregoing pleading will be deemed a consent to the Debtor removal of their property. (2) The continued retention of estate property is a violation of the automatic stay. All persons in possession of the Debtors' records (paper or electronic), equipment, computers, vehicles and other personal property will immediately return the property to the Debtors' closest office. Loretta R. Cross, chief restructuring officer, during testimony provided at the Debtors' first day hearings, testified that the Debtors have been locked out of several of their equipment yards. Ms. Cross further testified that the Debtors' equipment is still in the possession of former employees and management. About HII Technologies HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. proposed lead case No. 15-60070) on Sept. 18, 2015. Judge David R Jones is assigned to the cases. HII Technologies (HIITQ) is a publicly-traded oilfield services company which entered the hydraulic fracturing water management business via acquisition of Apache Energy Services dba AES Water Solutions in September 2012. HII Technologies currently has only one employee, its CEO, Matt Flemming. HII Technologies reported assets of $17.6 million and liabilities of $26.5 million as of July 31, 2015. The Debtor, in its schedules, disclosed total assets of $4,146,195 and total liabilities of $18,865,287. The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius Ross, Inc. for management and restructuring services. HII TECHNOLOGIES: Lists $4.1MM in Assets, $18.8MM in Debts ---------------------------------------------------------- HII Technologies, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $4,146,195 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $14,654,006 E. Creditors Holding Unsecured Priority Claims $14,194 F. Creditors Holding Unsecured Non-Priority Claims $4,197,087 ----------- ----------- Total $4,146,195 $18,865,287 A copy of the schedules is available for free at http://bankrupt.com/misc/HIITECHNOLOGIES_96_sal.pdf About HII Technologies HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. proposed lead case No. 15-60070) on Sept. 18, 2015. Judge David R Jones is assigned to the cases. HII Technologies (HIITQ) is a publicly-traded oilfield services company which entered the hydraulic fracturing water management business via acquisition of Apache Energy Services dba AES Water Solutions in September 2012. HII Technologies currently has only one employee, its CEO, Matt Flemming. The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius Ross, Inc. for management and restructuring services. HII TECHNOLOGIES: Meeting of Creditors Scheduled for Oct. 27 ------------------------------------------------------------ The U.S. Trustee for Region 7 will convene a meeting of creditors in the Chapter 11 cases of HII Technologies, Inc., et al., on Oct. 27, 2015, at 11:00 a.m. The meeting will be held at Houston, 515 Rusk Suite 3401. According to the docket entry, proofs of claims are due by Jan. 25, 2016. HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. proposed lead case No. 15-60070) on Sept. 18, 2015. Judge David R Jones is assigned to the cases. HII Technologies (HIITQ) is a publicly-traded oilfield services company which entered the hydraulic fracturing water management business via acquisition of Apache Energy Services dba AES Water Solutions in September 2012. HII Technologies currently has only one employee, its CEO, Matt Flemming. HII Technologies reported assets of $17.6 million and liabilities of $26.5 million as of July 31, 2015. The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius Ross, Inc. for management and restructuring services. HII TECHNOLOGIES: U.S. Trustee Forms Three-Member Committee ----------------------------------------------------------- Judy A. Robbins, U.S. for Region 7, appointed three persons to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of HII Technologies, Inc., and its debtor affiliates. The Committee members are: 1. Power Reserve Corp. Attn: Keith Paul 13310 Hempstead Hwy. Houston, TX 77040 Tel: (713) 783-8851 Fax: (713) 783-4027 E-Mail: adm@powerreservecorp.com 2. Bold Production Services, L.L.C. Attn: Austin Traweek 10880 Alcott Drive Houston, TX 77043 Tel: (832) 320-2629 E-Mail: austin@bps-llc.com 3. Black Gold Energy, L.L.C. Attn: Darryl Roberts 4117 Benbrook Hwy. Fort Worth, TX 76116 Tel: (817) 738-2886 Fax: (817) 738-5548 E-Mail: darrylrroberts@me.com About HII Technologies HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. proposed lead case No. 15-60070) on Sept. 18, 2015. Judge David R Jones is assigned to the cases. HII Technologies (HIITQ) is a publicly-traded oilfield services company which entered the hydraulic fracturing water management business via acquisition of Apache Energy Services dba AES Water Solutions in September 2012. HII Technologies currently has only one employee, its CEO, Matt Flemming. HII Technologies reported assets of $17.6 million and liabilities of $26.5 million as of July 31, 2015. The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius Ross, Inc. for management and restructuring services. HUNTER HOSPITALITY: Dorstens' Suit Transferred to Utah Court ------------------------------------------------------------ Judge Beth Bloom of the United States District Court for the Southern District of Florida, denied Ralph and Mary Lynn Dorsten's motion to remand their lawsuit against SLF Series G, LLC, et al. Judge Bloom granted the Defendants' Motions to Dismiss and to Transfer Venue to the District of Utah for further proceedings. The Plaintiffs invested in a real estate development project through SLF Series G, a subsidiary SLF, and its affiliated managers and members. The project failed during the real estate downturn and recession in the late 2000s. The Plaintiffs allege that SLF Series G and the entities and persons which operated that entity -- what the Amended Complaint defines as the "Issuer Defendants" (which include SLF Series G, PWD, SLF, NA-SLF, K-Bro, Zama, T-Capital Partners, LLC, Lee Brower, Bo Brower, David Sheffield, Rick Bigelow and Private Consulting Group, Inc. ("PCG")) -- along with what the Amended Complaint defines as the "Fraudulent Conveyance Defendants" (which include Workmen's Development Group, LLC ("Workmen's"), Hillsborough Development, LLC ("Hillsborough"), and Hunter Hospitality, LLC ("Hunter")), defrauded them in a variety of ways related to the initial and subsequent investments in SLF Series G and the eventual sale of the Pompano Property in which SLF Series G invested. Several motions were filed on the Amended Complaint of Plaintiffs Ralph and Mary Lynn Dorsten, et al.: 1) Defendant Bo Brower's motion to dismiss the Amended Complaint filed for lack of personal jurisdiction and failure to state a claim; (2) Defendant Westcor Land Title Insurance Company's motion to strike Plaintiffs' claim for attorney fees; (3) Defendant Columbia Pacific Income Fund I, P.L.'s motion to dismiss for failure to state a claim or for a more definitive statement; (4) Columbia's motion to strike Plaintiffs' allegations regarding insurance coverage and demand for award of attorney's fees; (5) Utah Defendants Lee Brower; SLF Series G, LLC; Pompano Waterway Development, LLC; Secured Lending Fund, LLC; NA-SLF, LLC; K-Bro Enterprises LLC, and Zama, LLC's motion to transfer venue, dismiss for failure to state a claim, or for a more definitive statement; and (6) Plaintiffs' motion to remand this action to state court. The case is captioned In the Receivership of HUNTER HOSPITALITY LLC, a Wyoming Limited Liability Company. RALPH AND MARY LYNN DORSTEN, et al., Plaintiffs, v. SLF SERIES G, LLC, et al., Defendants, Case No. 15-CIV-61235-BLOOM/VALLE (S.D. Fla.). A full-text copy of Judge Bloom's Order dated September 21, 2015, is available at http://is.gd/fsXYuwfrom Leagle.com. Lee Brower, Defendant, represented by Gregory M. Saylin, Esq. -- gsaylin@fabianvancott.com -- FABIAN & CLENDENIN, Kevin N. Anderson, Esq. -- kanderson@fabianlaw.com -- FABIAN & CLENDENIN & Tyson C. Horrocks, Esq. -- horrocks@fabianvancott.com -- FABIAN & CLENDENIN. HUTCHESON MEDICAL: Parties Object to Auction of Medical Center -------------------------------------------------------------- ABI.org reported that the U.S. Trustee's Office and Erlanger Health System are both raising numerous objections to a plan by bankruptcy trustee Ronald Glass to auction assets. ABI.org previously reported that the trustee asked a judge to authorize the sale of financially ailing Fort Oglethorpe Hospital at auction. In a separate report, Chattanoogan.com said that Trustee Ronald Glass said there would be more value if the hospital is sold as a going concern (still operating) rather than it having closed due to mounting debt. He is proposing that bidders for the hospital and its assets, including a nursing home and a surgery center, be pre-qualified to determine that they have the financial ability to make the acquisition and the ability to operate the facility. About Hutcheson Medical Center Hutcheson Medical Center, Inc., operates the 179-bed hospital and related ancillary facilities, including, without limitation, a skilled nursing home and an ambulatory surgery center, located in Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC leases the land and buildings that comprise the Medical Center from The Hospital Authority of Walker, Dade and Catoosa Counties. HMC and Hutcheson Medical Division, Inc., sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-42864) in Rome, Georgia, on Nov. 20, 2014. The cases are jointly administered under Case No. 14-42863. The cases have been assigned to the Honorable Paul W. Bonapfel. The Debtors are represented by Ashley Reynolds Ray, Esq., and J. Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta, Georgia. The Debtors' Chapter 11 Plan and Disclosure Statement are due March 20, 2015. HMC disclosed $32.8 million in assets and $52.9 million in liabilities as of the Chapter 11 filing. No request has been made for the appointment of a trustee or examiner. HYCROFT MINING: Completes Restructuring, Exits Chapter 11 Process ----------------------------------------------------------------- Hycroft Mining Corporation disclosed that, effective October 22, 2015, it has completed its financial restructuring process and has emerged from Chapter 11. On October 8, 2015, with the support of the Company's debt holders and creditors, the Company's Plan of Reorganization was approved by the United States Bankruptcy Court for the District of Delaware. Highlights of the Plan include: -- As a result of the financial restructuring, Hycroft Mining has eliminated approximately $447.7 million of debt and related interest payments from its balance sheet. -- The Company closed two financings: a $126.7 million First Lien Term Loan Credit Agreement; and $95 million of Second Lien Convertible Notes. -- The Credit Agreement proceeds were used to repay the Company's outstanding loan obligations related to its revolving credit agreement and the amounts owed under the Company's diesel and cross-currency swap arrangements. -- The proceeds from the issuance of the Convertible Notes were used to pay back the Company's debtor in possession financing facility and certain other payments required under the Company's Plan. The remaining proceeds after such payments will be used for ongoing corporate needs. -- As detailed in the Plan, the Company's existing unsecured notes and general unsecured claims have been canceled and holders of such claims received equity in the reorganized Company or cash in amounts negotiated by the major creditor groups. The Company has issued 3 million new common shares to its creditors, but does not plan to list the new common shares for public trading at this time or to remain as a reporting company with the United States Securities and Exchange Commission. -- Previous equity shareholders of the Company will receive warrants with a 7-year term that represent 17.5% of the outstanding new common shares. -- A new Board has been put in place with strong financial and technical backgrounds. -- The strategic direction of the Company continues to be focused on executing development plans at Hycroft through the operation of the mill demonstration plant. "We appreciate the support of our lenders and creditors who have been instrumental in our achieving a successful emergence from these Chapter 11 proceedings," commented Randy Buffington, President and CEO of Hycroft Mining. "Their commitment to the future of this Company has been a significant step in our goal of realizing Hycroft's potential." Financings First Lien Term Loan Credit Agreement. The Company entered into the Credit Agreement for an aggregate amount of $126.7 million. The Credit Agreement matures March 31, 2017 and bears interest at either LIBOR plus 5.5% or an Alternate Base Rate Canada, as defined in the Credit Agreement, plus 4.5%. The repayment of the obligations under the Credit Agreement is guaranteed by all of the direct and indirect domestic subsidiaries of Hycroft Mining. The obligations under the Credit Agreement and the guarantees by the guarantors in respect thereof are secured by liens on substantially all assets of Hycroft Mining and the guarantors. Second Lien Convertible Notes. The Company also issued $95.0 million in Convertible Notes pursuant to the Senior Secured Convertible Notes Indenture. The Convertible Notes mature in 5 years and bear interest at a rate of 15% per annum, payable in kind on a quarterly basis. The repayment of the Convertible Notes is guaranteed by all of the direct and indirect domestic subsidiaries of Hycroft Mining. The obligations under the Convertible Notes and the guarantees by the guarantors in respect thereof are secured by liens on substantially all assets of Hycroft Mining and the guarantors, subject to the priority of the liens that secure the obligations under the Credit Agreement. In connection with the issuance of the Convertible Notes, an Intercreditor Agreement was entered into by and among the agent under the Credit Agreement and the trustee under the Indenture. Name Change In connection with the Company's restructuring, the Company changed its corporate name to Hycroft Mining Corporation to emphasize its focus on the development of the Hycroft gold and silver operation located near Winnemucca, Nevada. "Our focus is on producing gold and silver from the current leach pads and the successful operation of the mill demonstration plant to illustrate the viability of the feasibility study completed in 2014," commented Randy Buffington, President & CEO of Hycroft Mining. "This name change better reflects our overall business strategy." Board and Management Team The new board of directors of the Company consists of Randy Buffington (Chairman), David Kirsch, Jacob Mercer, Jonathan Segal and Michael Feehan. The Management team remains largely the same, led by Randy Buffington, President and Chief Executive Officer, and Stephen Jones, Executive Vice President and Chief Financial Officer. The Company's legal advisor is Akin Gump Strauss Hauer & Feld LLP; and its financial and restructuring advisor is Moelis & Company. Hycroft Mining Corporation is a US-based gold and silver mining company, which operates its wholly owned Hycroft open pit, gold and silver mine located near Winnemucca, Nevada. IAC/INTERACTIVECORP: S&P Lowers CCR to 'BB', Outlook Stable ----------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its corporate credit rating on New York City-based IAC/InterActiveCorp. to 'BB' from 'BB+'. The rating outlook is stable. At the same time, S&P lowered its issue-level rating on the company's unsecured debt to 'BB' from 'BB+' and revised the recovery rating to '4' from '3'. The '4' recovery rating indicates S&P's expectation for average recovery (30%-50%; lower half of the range) of principal in the event of a payment default. "The downgrade is based on our expectation that IAC will have higher consolidated adjusted debt leverage following its plan to divest up to 20% of its ownership in The Match Group Inc. in an IPO," said Standard & Poor's credit analyst Andy Liu. As part of the IPO, Match will issue incremental debt. This will result in higher adjusted consolidated debt leverage of close to 2x at IAC, which is higher than S&P's threshold of 1.5x for a 'BB+' rating. Over the next 12 months to two years, S&P expects IAC to maintain its controlling interest in Match and are, therefore, viewing IAC on a consolidated basis. However, over the longer term, S&P believes that IAC will probably reduce down its ownership interest in Match. The 'BB' corporate credit rating on IAC reflects S&P's expectation for stable operating performance over the next 12-24 months, with growth at Match offsetting weakness at IAC's search and application segment. S&P assess IAC's business risk profile as "fair," based on the company's good competitive position and profitability. IAC has maintained its search market share over the past several years and benefited from search advertising growth. However, with search queries moving toward mobile platforms and Google policy changes negatively affecting revenues, IAC's search market share will likely decline. As the category leader in online dating, Match's performance has been solid. S&P expects that this will continue over the next 12-24 months as Match ramps up monetization at its Tinder brand. "The stable rating outlook reflects our expectation that IAC's operating performance will be largely stable, with growth at Match offsetting weakness at IAC's search and application segment, and that the company's consolidated adjusted debt leverage is unlikely to exceed 3x," said Mr. Liu. S&P could lower the rating if IAC's adjusted debt leverage exceeds 3x. This could result from significant operating performance deterioration or debt-financed share repurchases. Additionally, the sell down of IAC's ownership interest in Match to less than 50% could also result in a downgrade. S&P views an upgrade as less likely than a downgrade. An upgrade would involve a turnaround at IAC's search and application segment, continued growth at Match, and IAC's commitment to maintain debt leverage below 1.5x. ISC8 INC: Suspending Filing of Reports with SEC ----------------------------------------------- ISC8 Inc. filed a Form 15 with the Securities and Exchange Commission regarding the termination of registration of its common stock, $0.01 par value. As a result of the Form 15 filing, the Company is not anymore obligated to file periodic reports with SEC. On Sept. 14, 2015, the United States Bankruptcy Court for the Central District of California entered an order confirming ISC8 Inc.'s First Amended Plan of Liquidation, dated Aug. 3, 2015. Upon confirmation of the Amended Plan of Liquidation, all previously issued equity securities of ISC8 Inc. were cancelled and terminated, and ISC8 Inc. was deemed to be dissolved for all purposes without any further action or order of any kind. About ISC8 Inc. ISC8 Inc. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 14-15750) on Sept. 23, 2014. The petition was signed by Kirsten Bay, the president and CEO. The case was assigned to Judge Scott C. Clarkson. The Debtor estimated assets of $1 million to $10 million and reported total liabilities of $14 million. Ezra Brutzkus Gubner LLP served as the Debtor's counsel. The Bankruptcy Court entered an order on Sept. 14, 2015, confirming the Amended Plan of Liquidation of ISC8, Inc. The Amended Plan of Liquidation went into effect immediately following the entry of the Plan Confirmation Order. JARDEN CORP: S&P Releases Corrected Press Release ------------------------------------------------- Standard & Poor's Ratings Services issued on Oct. 21, 2015, a correction on its ratings release on Jarden Corp. S&P said that in the original version of the report, it mistaken referred to a $300 million add-on. The correct amount of the add-on is $200 million. The corrected S&P is as follows: S&P assigned its 'BB' issue-level rating to Florida-based Jarden Corp.'s proposed $300 million senior unsecured notes due 2023. The recovery rating on the notes is '3' (at the high end of the 50%-70% range), indicating that lenders could expect meaningful recovery in the event of payment default. The 'BBB-' issue-level rating on the company's upsized $860 million senior secured term loan A, which includes a $200 million add-on, remains unchanged by this transaction. The recovery rating on the term loan is '1', indicating that lenders could expect very high recovery (90%-100%) in the event of payment default. S&P expects the proceeds of the notes and term loan A add-on will be used to partially fund the purchase of Visant Holding Corp., the parent company of Jostens Inc. The ratings are subject to change, and assume the transaction closes on substantially the same terms presented to S&P. All of S&P's other ratings on the company, including the 'BB' corporate credit rating, are unchanged. The outlook is stable. Pro forma for the proposed financing, total debt outstanding is approximately $6.4 billion. S&P's ratings on Jarden reflect its strong position across a diversified portfolio of niche consumer products, small appliances, household products, outdoor products, and sports equipment. The company has well-recognized brand names, including Yankee Candle, Rawlings, Coleman, Sunbeam, K2, and Mr. Coffee. S&P believes the company is a category captain with many of its products and is an important strategic supplier to leading suppliers such as Wal-Mart and Target. Jarden has an extensive global distribution network and derives more than 35% of its sales from outside the U.S., which S&P believes will increase in the coming years. S&P's ratings also reflect Jarden's high debt levels and active acquisition and share repurchase strategy. Although the company has raised a significant amount of equity to fund the acquisition of Visant, S&P forecasts its ratio of debt to EBITDA will remain between 4.0x to 4.5x. Notwithstanding the company's aggressive financial policy, S&P views the acquisition of Visant as a credit positive, as it believes it is leverage-neutral, is accretive to margins, and further diversifies Jarden's portfolio of businesses. RATINGS LIST Jarden Corp. Corporate credit rating BB/Stable/-- Senior secured $860 mil. term loan A BBB- Recovery rating 1 New Ratings Jarden Corp. Senior unsecured $300 mil. notes due 2023 BB Recovery rating 3H KB YUZHNOYE: Ex-JV Partners Say Boeing Wants Too Much in $355M Suit ------------------------------------------------------------------- Bryan Koenig at Bankruptcy Law360 reported that two Ukrainian companies asked a California federal judge on Oct. 15, 2015, to trim any potential payout they may owe Boeing after a ruling that they and their Russian partner skipped out on $355 million owed to the aerospace giant after a joint satellite-launching company went bankrupt. Ukrainian state-owned KB Yuzhnoye and PO Yuzhnoye Mashinostroitelny Zavod are seeking to trim approximately $14 million from the cumulative $193 million The Boeing Co. says they owe. LB STEEL LLC: Hires Perkins Coie as Bankruptcy Counsel ------------------------------------------------------ LB Steel, LLC, seeks authority from the Bankruptcy Court to employ Daniel A. Zazove, David J. Gold, and the partners, associates and paraprofessionals of the law firm of Perkins Coie LLP as its bankruptcy counsel effective as of Oct. 18, 2015. The Debtor relates that for the last 10 years, Perkins Coie has been its principal advisor and has provided legal services to it on a wide variety of matters. Perkins Coie will, among other things: (a) advise the Debtor with respect to its powers and duties as debtor-in-possession in the continued management and operation of its businesses and property; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest and advise and consult on the conduct of this case, including all of the legal and administrative requirements of operating in chapter 11; (c) take all appropriate action to protect and preserve the Debtor's assets, including the prosecution of actions on behalf of the Debtor's estate, the defense of any actions commenced against the Debtor's estate, negotiate concerning litigation in which the Debtor may be involved, and object to claims filed against the Debtor's estate; (d) prepare motions, applications, answers, orders, reports, papers and other pleadings necessary to administer the Debtor's estate; (e) prepare and consummate a sale of substantially all of the Debtor's assets pursuant to Section 363 of the Bankruptcy Code and/or a plan of reorganization, and all related agreements and/or documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; (f) appear before the Bankruptcy Court or other courts to assert or protect the interests of the Debtor and its estate; and (g) perform other necessary legal tasks in connection with the Debtor's case and its reorganization case. These attorneys are presently expected to have responsibility for providing services to the Debtor: Name Title Hourly Rate ----------------- -------- ----------- Daniel A. Zazove Partner $695 Kenneth M. Crane Partner $675 David J. Gold Associate $495 It is also Perkins Coie's policy to charge its clients for its expenses including messenger delivery, transportation, photocopying, airfare, computerized research, witness fees. Prior to the Petition Date, the Debtor made advance payments totaling $104,480 to secure Perkins Coie's representation of the Debtor in connection with this Chapter 11 case. The Debtor believes that Perkins Coie is a "disinterested person" within the meaning of Bankruptcy Code Section 101(14). Perkins Coie. About LB Steel LB Steel, LLC, provider of outsourced machining, fabrication, burning, and assembly services, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 15-35358) on Oct. 18, 2015. Michael Goich signed the petition as president. The Debtor estimated assets in the range of $10 million to $50 million and debts of more than $50 million. The Debtor has engaged Perkins Coie LLP as counsel. Judge Janet S. Baer is assigned to the case. LB STEEL LLC: Section 341 Meeting Scheduled for Dec. 1 ------------------------------------------------------ A meeting of creditors in the bankruptcy case of LB Steel, LLC will be held on Dec. 1, 2015, at 1:30 p.m. at 219 South Dearborn, Office of the U.S. Trustee, 8th Floor, Room 802, Chicago, Illinois. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About LB Steel LB Steel, LLC, provider of outsourced machining, fabrication, burning, and assembly services, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 15-35358) on Oct. 18, 2015. Michael Goich signed the petition as president. The Debtor estimated assets in the range of $10 million to $50 million and debts of more than $50 million. The Debtor has engaged Perkins Coie LLP as counsel. Judge Janet S. Baer is assigned to the case. LB STEEL LLC: Taps Development Specialists as Financial Advisor --------------------------------------------------------------- LB Steel, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Development Specialists, Inc. as its financial advisor effective as of the Petition Date. The professionals anticipated to work on this engagement are Patrick O'Malley, who the Debtor hired pre-petition as its chief restructuring officer, John Wheeler and Jeffrey Gasbarra. Mr. O'Malley is the chief financial officer of DSI and a certified public accountant. Messrs. Wheeler and Gasbarra are consultants with significant experience in bankruptcy and restructuring cases. Messrs. O'Malley, Wheeler, and Gasbarra will be assisted from time to time by other members of DSI's professional staff. The Debtor relates it requires DSI's services to assist it with its Chapter 11 case and the sale and reorganization effort. Pursuant to the terms of the Engagement Letter, DSI will: a. review historical, current and projected financial information; b. oversee any proposed sale of the Debtor's assets; c. prepare the necessary financial or accounting reports and documents on behalf of the Debtor including its schedules, statement of financial affairs and monthly operating reports; d. provide assistance and advice concerning the operation of the Debtor in its Chapter 11 case; e. negotiate with the Debtor's creditors, including resolution of claims and claim disputes; f. provide assistance and advice concerning any investigation of the assets, liabilities and financial condition of the Debtor that may be required under local, state or federal law; g. provide counseling with respect to assumption or rejection of executory contracts and leases, sales of assets and other bankruptcy-related matters arising from this case; h. perform other financial or accounting consulting services as may be necessary and appropriate for the efficient and economical administration of this Chapter 11 Case; and i. provide testimony on behalf of the Debtor in connection with any of the foregoing services. The Debtor has determined to seek authority from the Court to employ DSI at its customary hourly rates and under DSI's customary expense reimbursement policies. The hourly rates of the primary advisors anticipated to work on this engagement are: Patrick O'Malley $595/hour John Wheeler $395/hour Jeffrey Gasbarra $295/hour Prior to the Petition Date, the Debtor entered into the Engagement Letter with DSI, pursuant to which the Debtor paid DSI a retainer fee of $25,000. DSI assures the Court that it (a) has no connection with the Debtor, its creditors, equity security holders, or other parties- in-interest, or their respective attorneys and accountants, the United States Trustee or any person employed in the office of the United States Trustee, in any matter related to the Debtor and its estate, (b) does not hold any interest adverse to the Debtor's estate, and (c) believes it is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtor has agreed to indemnify and hold DSI and other indemnified persons harmless against any losses, claims, damages, or liabilities in connection with the services DSI provides to the Debtor related to this Chapter 11 case, except for any losses, claims, damages, or liabilities that are finally determined by a court of competent jurisdiction to have resulted from DSI's willful misconduct, dishonesty, fraudulent act or omission, or gross negligence. About LB Steel LB Steel, LLC, provider of outsourced machining, fabrication, burning, and assembly services, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 15-35358) on Oct. 18, 2015. Michael Goich signed the petition as president. The Debtor estimated assets in the range of $10 million to $50 million and debts of more than $50 million. The Debtor has engaged Perkins Coie LLP as counsel. Judge Janet S. Baer is assigned to the case. LB STEEL: In Chapter 11 to Conduct Sale Process ----------------------------------------------- LB Steel, LLC (d/b/a Concord Steel and Topeka Metal Specialties) on Oct. 22 disclosed that on October 18, 2015 it filed a voluntary petition for chapter 11 business reorganization in the United States Bankruptcy Court for the Northern District of Illinois, Case No. 15-35358, following an adverse ruling in a decade-long legal dispute with Walsh Construction relating to the construction of a canopy and curtain wall at the O'Hare International Airport. The company has been in discussions with several parties regarding the sale of its business and intends to use the chapter 11 process to conduct an orderly marketing and a going-concern sale of substantially all of its business assets pursuant to section 363 of the Bankruptcy Code. LB Steel is operating normally, processing and completing orders in the ordinary course, and all other operations are business as usual. Likewise, throughout the chapter 11 process, LB Steel expects to continue to: -- Serve our customers with the highest quality of service; -- Provide employee wages, healthcare coverage, vacation, and other benefits, without interruption; and -- Pay suppliers for goods and services received during the reorganization process. "As a result of expending significant amounts to defend the Walsh Litigation and the threat of Walsh enforcing its judgment, LB Steel determined that it was unable to continue its business operations without filing for relief under chapter 11 of the Bankruptcy Code. LB Steel's management has concluded that the most effective way to preserve our longstanding customer and vendor relationships, continue shipments to our customers and maintain the company's working capital to meet its obligations is to sell the company's assets as an going concern," says LB Steel's President, Michael Goich. LB Steel has hired Patrick O'Malley of Development Specialists, Inc. as its Chief Restructuring Officer and the company is being advised by Perkins Coie LLP. Headquartered in Harvey, Illinois, LB Steel, LLC -- http://www.lbsteel.com-- provides outsourced machining, fabrication, burning, and assembly services in North America. MARSHALL OIL: Bankr. Court Abstains from Hearing Bidder's Suit -------------------------------------------------------------- Judge Tom R. Cornish of the United States Bankruptcy Court for the Western District of Oklahoma granted the motion of defendants Trek Energy, LLC, Shreveport Oil & Gas Co., TMS Realty Corp., Paul E. Kloberdanz, Jr., The Pfanenstiel Company, LLC, and Kristin Weir to abstain from or dismiss the adversary complaint against them. Marshall Oil Corporation's Chapter 11 case was converted to Chapter 7 on June 2, 2014. Douglas N. Gould, as Chapter 7 Trustee, moved for an order approving a sale of substantially all of the Debtor's business assets including oil and natural gas and coal bed methane wells, oil and gas leases, gas gathering systems, well equipment, and production facilities. The Trustee filed a "Disclaimer of Interest" in which he expressly disclaimed any interest of the bankruptcy estate in the real properties which are the subject of this dispute between Plaintiffs and the other Defendants. Judge Cornish abstains from resolving the issues raised in the case and ruled that the Grady County District Court, State of Oklahoma, should proceed to determine the matters before it in Case No. CJ-2015-82 in accordance with its laws and procedures. The adversary proceeding is GULF EXPLORATION, LLC, and MZIMA ENERGY, LLC, Plaintiffs, v. TREK ENERGY, LLC, SHREVEPORT OIL AND GAS CO., TMS REALTY CORP., PAUL E. KLOBERDANZ, JR., THE PFANENSTIEL COMPANY, LLC, KRISTIN WEIR, AND DOUGLAS N. GOULD, in his capacity as the Chapter 11 Trustee of Marshall Oil Corporation Bankruptcy Estate, Defendants, ADV. NO. 15-01223-TRC (Bankr. W.D. Okla.). The bankruptcy case is captioned In re: MARSHALL OIL CORPORATION, Debtor, NO. 11-14663-TRC, JOINTLY ADMINISTERED (Bankr. W.D. Okla.). A full-text copy of Judge Cornish's Order dated September 28, 2015, is available at http://is.gd/irqssUfrom Leagle.com. Gulf Exploration, LLC, Plaintiff, represented by William H. Hoch III, Esq. -- will.hoch@crowedunlevy.com -- CROWE & DUNLEVY, Timothy Kline, Esq. -- tdkline@phillipsmurrah.com -- PHILLIPS MURRAH PC, Christopher M. Staine, Esq. -- christopher.staine@crowedunlevy.com -- CROWE & DUNLEVY PC. Trek Energy, LLC, Defendant, represented by: Beauchamp M. Patterson, Esq. MCAFEE & TAFT Tenth Floor Two Leadership Square 211 N. Robinson Oklahoma City, OK 73102-7103 Phone: (405) 235-9621 Toll Free: (800) 235-9621 Fax: (405) 235-0439 Email: beau.patterson@mcafeetaft.com Marshall Oil Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code on Nov. 10, 2004 (Bankr. E.D.N.C., Case No. 04-04097). The Chapter 11 case was converted to Chapter 7 on June 2, 2014. Douglas N. Gould was appointed trustee. MIDSTATES PETROLEUM: Provides Q3 2015 Operational Update -------------------------------------------------------- Midstates Petroleum Company, Inc., disclosed that during the third quarter of 2015, total Company production averaged 32,609 barrels of oil equivalent (Boe) per day of which approximately 39% was oil, 21% was natural gas liquids and the balance was natural gas. The temporary interruption of production at a Midstates' well site due to a previously reported incident reduced third quarter production by approximately 650 Boe per day. Production from the impacted well site was restored in August. Production from the Company's Mississippian Lime properties averaged 26,358 Boe per day. Midstates currently estimates operating capital expenditures will be in the range of $55 million to $60 million and anticipates adjusted EBITDA will be near the bottom end of the previously disclosed range of $80 million to $90 million. The Company's total operated rig count remains at three rigs, all of which are drilling in the Mississippian Lime. Midstates plans to continue to operate a three rig program in the Mississippian Lime in the near term. The Company said that its current AFE for wells drilled in the Mississippian Lime is approximately $3.1 million per well and the average drilling cycle time has been reduced from 19 days to 17 days. Jake Brace, Midstates president and CEO commented, "Our Miss Lime drilling program continued to yield strong results in the third quarter. As a result of drilling efficiencies and our capital cost management initiative, we have surpassed our initial 2015 Miss Lime well cost target and our standard well costs are now $3.1 million. With our type curve and new well costs, we are generating attractive rates of return in excess of 35%." Mr. Brace continued, "We believe we have the liquidity needed to navigate the existing environment and protect our flexibility and optionality until the macro outlook improves. The reaffirmation of our borrowing base allows us the flexibility to continue to develop our premier position in the Miss Lime, even in the current price and reduced drilling environment." About Midstates Petroleum Company Midstates Petroleum Company, Inc. -- http://www.midstatespetroleum.com/-- is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. Midstates' drilling and completion efforts are currently focused in the Mississippian Lime oil play in Oklahoma and Anadarko Basin in Texas and Oklahoma. The Company's operations also include the upper Gulf Coast tertiary trend in central Louisiana. Midstates reported net income of $117 million on $794 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $344 million on $470 million of total revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $2.47 billion in total assets, $2 billion in total liabilities and $466 million in total stockholders' equity. The Company's independent auditor, Deloittee & Touche LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that Midstates' projected debt covenant violation and resulting lack of liquidity raise substantial doubt about its ability to continue as a going concern. * * * Midstates Petroleum carries a 'B' corporate credit rating from Standard & Poor's Ratings Services. As reported by the TCR on April 8, 2013, Moody's Investors Service affirmed Midstates Petroleum's 'B3' Corporate Family Rating. MIDSTATES PETROLEUM: Reaffirms $252M Revolving Credit Facility -------------------------------------------------------------- Midstates Petroleum Company, Inc. announced that, as a result of its lenders' semi-annual review, the borrowing base under its revolving credit facility has been reaffirmed at $252 million. There are currently no borrowings under the credit facility. Midstates Petroleum Company, Inc. and Midstates Petroleum Company LLC ("Midstates Sub"), a wholly owned subsidiary of Midstates, entered into a Ninth Amendment to the Second Amended and Restated Credit Agreement dated as of June 8, 2012, among Midstates, Midstates Sub, as borrower, SunTrust Bank, N.A., as administrative agent, and the lenders. The Ninth Amendment, among other items: (i) ratified and maintained Midstates' borrowing base at $252,024,575; (ii) confirmed the amount of the reduction in the borrowing base to be $27,024,575 in the event Midstates consummates a sale of certain oil and gas properties which were identified and described in writing to the Administrative Agent and Lenders prior to the date of the Ninth Amendment, provided that such sale is consummated prior to the earlier of the next scheduled redetermination of the borrowing base and any special redetermination of the borrowing base, and provided further, that the confirmed reduction will only apply if after immediately giving effect to the proceeds of such sale, the sum of (y) the available commitment under t the Credit Agreement, plus (z) the aggregate amount of cash and cash equivalents of Midstates is not less than $425,000,000; and (iii) amended the threshold amount for which Midstates is required to provide advance notice to the Administrative Agent of a sale or disposition which occurs during the period between two successive redeterminations of the borrowing base. A copy of the Ninth Amendment to Second Amended and Restated Credit Agreement is available at http://is.gd/4sOS1e About Midstates Petroleum Company Midstates Petroleum Company, Inc. -- http://www.midstatespetroleum.com/-- is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. Midstates' drilling and completion efforts are currently focused in the Mississippian Lime oil play in Oklahoma and Anadarko Basin in Texas and Oklahoma. The Company's operations also include the upper Gulf Coast tertiary trend in central Louisiana. Midstates reported net income of $117 million on $794 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $344 million on $470 million of total revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $2.47 billion in total assets, $2 billion in total liabilities and $466 million in total stockholders' equity. The Company's independent auditor, Deloittee & Touche LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that Midstates' projected debt covenant violation and resulting lack of liquidity raise substantial doubt about its ability to continue as a going concern. * * * Midstates Petroleum carries a 'B' corporate credit rating from Standard & Poor's Ratings Services. As reported by the TCR on April 8, 2013, Moody's Investors Service affirmed Midstates Petroleum's 'B3' Corporate Family Rating. MONTREAL MAINE: Molleur Law OK'd as Ch. 11 Trustee's Special Atty ----------------------------------------------------------------- The Hon. Peter G. Cary of U.S. Bankruptcy Court for the District of Maine authorized Robert J. Keach, the Chapter 11 trustee for Montreal Maine & Atlantic Railway Ltd., to employ Molleur Law Office as his special counsel. The legal services to be rendered by Molleur may include, without limitation, assisting the trustee in prosecuting the DRC Adversary and substantially related matters regarding DRC. According to the trustee, on Sept. 8, 2015, due to administrative error, the Court entered an order granting application to employ Molleur Law as special counsel for the trustee. In this relation, the Court ordered that the order is vacated. The trustee, in his motion, stated that subject to the unpredictable nature of the DRC Adversary, that Molleur's fees will range from a relatively de minimis amount to $10,000. To the best of the trustee's knowledge, Molleur Law does not represent or hold any interest adverse to the Debtor or the estate with respect to the matter on which the attorney is to be employed. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec. The Company sought bankruptcy protection (Bankr. D. Maine Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Montreal, Maine & Atlantic Canada Co. ("MMA Canada"), the Canadian unit of Chapter 11 debtor Montreal, Maine & Atlantic Railway Ltd. ("MMA"), on July 20, 2015, filed a Chapter 15 bankruptcy petition (Bankr. D. Maine Case No. 15-20518) in Portland, Maine, to seek recognition and enforcement in the U.S. of the order by the Quebec Court approving MMA Canada's plan to pay off victims of the July 2013 derailment. The law firm of Verrill Dana serves as counsel to the Debtor. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., is the Chapter 11 trustee. Lindsay K. Zahradka and and D. Sam Anderson, Esq. serves as his counsel. Development Specialists, Inc., serves as his financial advisor; and Gordian Group, LLC, serves as his investment banker. Justice Martin Castonguay oversees the case in Canada. Andrew Adessky at Richter Consulting was named CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. The unofficial committee of wrongful death claimants is Represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, * * * Judge Peter G. Cary of U.S. Bankruptcy Court in Bangor, Maine, on Oct. 9, 2015, approved Montreal, Maine & Atlantic Railway's bankruptcy-exit plan, day after a Canadian judge gave conditional approval to the plan. The exit plan earmarks about $86 million to families of those who died from the explosive crash. The plan provides for the creation of a C$446 million settlement fund for victims of the derailment. MORTGAGE FUND '08: Dismissal of 3 Clawback Suits Affirmed --------------------------------------------------------- Judge Susan Illston of the United States District Court for the Northern District of California affirmed the Bankruptcy Court's order dismissing three adversary proceedings filed by Susan L. Uecker, Liquidating Trustee of the Mortgage Fund '08 Liquidating Trust. The case is SUSAN L. UECKER, in her capacity as Trustee of the Mortgage Fund '08 Liquidating Trust, Appellant, v. A VERY NICE POOL COMPANY, LTD., Appellee, CASE NO. 15-CV-00077-SI, Consolidated With No. 15-CV-00251 SI, NO. 15-CV-00252 SI (N.D. Calif.), relating to In re MORTGAGE FUND '08 LLC, Debtor. A full text of the Order dated September 25, 2015 is available at http://is.gd/OpDLT3from Leagle.com. Susan L. Uecker, Appellant, represented by Bennett Gregorie Young, Esq. -- BYoung@jmbm.com -- JEFFER MANGELS BUTLER & MITCHELL LLP, Erin E Daly, Esq. -- EDaly@jmbm.com -- JEFFER MANGELS BUTLER MITCHELL LLP & Robert George Retana, Esq. -- rretana@pswlaw.com -- PEARSON SIMON WARSHAW & PENNY LLP. The Appellees are represented by Robert W. Brower, Esq., William Webb Farrer, Esq. -- wwfarrer@farrerlaw.org -- LAW OFFICES OF WILLIAM WEBB FARRER. NESCO LLC: S&P Revises Outlook to Negative & Affirms 'B-' CCR ------------------------------------------------------------- Standard & Poor's Ratings Services said that it has revised its outlook on Bluffton, Ind.-based specialty equipment rental company NESCO LLC to negative from stable and affirmed its 'B-' corporate credit rating on the company. At the same time, S&P is affirming its 'CCC+' issue-level rating on the company's senior secured second-lien notes. The '5' recovery rating is unchanged, indicating S&P's expectation that noteholders will receive modest (10%-30%; higher end of the range) recovery in the event of a payment default. "The outlook revision reflects the risk that the company may not be able to generate sufficient free cash flow to restore its leverage to a level that is sustainable over the long-term," said Standard & Poor's credit analyst Sarah Wyeth. "The outlook revision also reflects our view that the company could be challenged to remain compliant with the leverage covenant on its revolver if it is unable to generate positive free cash flow over the next several quarters." Demand from NESCO's customers in segments related to the oil and gas market has been weak, and S&P do not expect to see a significant uptick over the next 12-18 months. This has caused the company's earnings to be weaker-than-expected, leading it to post a leverage metric of over 8x as of June 30, 2015, and leaving the company with less than adequate liquidity. S&P expects that NESCO's leverage will remain elevated through 2016. However, the company has excess rental equipment in its fleet, which S&P expects it will sell in the coming quarters. Positive free cash flow from these fleet sales should enable NESCO to maintain a level of liquidity that will ensure that the leverage covenant on its revolver will not apply while its leverage is very high. If the covenant were to apply, S&P believes that the company would be challenged to remain in compliance. The negative outlook on NESCO reflects S&P's expectation that the company's end markets will likely remain weak over the next year and that its ability to maintain comfortable liquidity and to reduce its leverage hinges partly upon its ability and commitment to sell excess equipment. S&P could lower its rating on NESCO if the company is unable to reduce its leverage over the next 12 months. S&P could also lower the rating if the company does not sell as much of its excess equipment as S&P had expected, increasing the likelihood that the covenant on its revolver will be triggered. For instance, if the company is unable to generate positive free cash flow in the fourth quarter of 2015 and the availability on its revolver does not increase, S&P could lower the rating. S&P could revise its outlook on NESCO to stable if the company reduced its leverage to less than 7.5x and S&P expects that it will remain below this level. S&P would also expect the company to have ample availability under its revolver so that risk of a covenant breach is minimal. ORLANDO GATEWAY: U.S. Trustee Withdraws Bid to Disqualify WHMH -------------------------------------------------------------- Guy G. Gebhardt, Acting U.S. Trustee for Region 21, notified the U.S. Bankruptcy Court for the Middle District of Florida that he has withdrawn his motion to disqualify Kenneth D. Herron Jr., Esq., and Wolff, Hill, McFarlin & Herron, P.A., as counsel for Orlando Gateway Partners, LLC, and its debtor affiliates. According to the U.S. Trustee, he was satisfied that the issues present that would have prevented WHMH from representing both Debtors has been resolved by the developments in the case. The U.S. Trustee stated that he filed the disqualification motions for three substantive reasons: (1) lack of adequate disclosure of relationships between WHMH, the Debtors, and other parties-in-interest; (2) WHMH's relationship with the Debtors' principal, Chittranjan Thakkar, created an actual conflict of interest in WHMH's representation of the Debtors; and (3) the relationship between the two Debtors created an actual conflict of interest in WHMH's representation of both Debtors. About Orlando Gateway Nilhan Hospitality, LLC, owns approximately 15.75 acres of commercial real estate located near the Orlando International Airport on the West side of South Semoran Boulevard and North of the State Road 528/The Beachline Expressway. One parcel (approximately 7.27 acres) has been partially developed as and has two buildings located at 5463 Gateway Village Circle and 5475 Gateway Village Circle, which are approximately 15,000 square feet in size. Orlando Gateway Partners, LLC, owns approximately 47.95 acres of commercial real estate located near the Orlando International Airport on the West side of South Semoran Boulevard and North of the State Road 528/The Beachline Expressway. The property is comprised of four separate parcels, one parcel (approximately 17 acres) has been partially developed and a portion of it is leased to Sixt Rent-A-Car, LLC. The second parcel (approximately .14 acres) is rented to Clear Channel Worldwide and contains a billboard. The remaining two parcels (approximately 10.75 and 20.10 acres respectively) are vacant. Nilhan Hospitality and Orlando Gateway and related entities have been involved in extensive litigation with Good Gateway, LLC, SEG Gateway, LLC and other parties since 2009. In October 2014, separate judgments were entered in favor of SEG and Good Gateway. To prevent the assets from being sold at judicial foreclosure sales, Nilhan Hospitality and Orlando Gateway Partners commenced Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case No.15-03447 and 15-03448, respectively) in Orlando, Florida on April 20, 2015. Chittranjan "Chuck" Thakkar owns 70% of the Nilhan's outstanding membership interests, and indirectly owns and controls OGP. Thakkar, as manager, signed the bankruptcy petitions. Nilhan estimated $1 million to $10 million in assets and $10 million to $50 million in debt while Orlando Gateway estimated at least $10 million in assets and debt. The Debtors are represented by Kenneth D Herron, Jr., Esq., at Wolff, Hill, McFarlin & Herron, P.A. * * * The Debtors, with the consent of Good Gateway and SEG, have won from the Bankruptcy Court an order lifting the automatic stay to allow their appeals of the judgments to go forward. On June 8, 2015, the U.S. Trustee filed a motion to dismiss or convert to Chapter 7 the Debtors' bankruptcy cases. On June 15, 2015, the Good Gateway and SEG file a motion to appoint a Chapter 11 trustee for the Debtors. On June 16, 2015, the Debtors filed their Application to Retain Larry S. Hyman, CPA, as Restructuring Advisor and Chief Restructuring Officer. Following mediation, the parties agreed that (i) the Debtors would withdraw the Hyman Application; (ii) the Trustee motions would be withdrawn, and the (iii) the Debtors would file an application to employ Tery Soifer as CRO. On Aug. 12, 2015, the Court entered an order denying the motion to dismiss the Chapter 11 cases. The Court also entered an order terminating the Debtors' exclusive periods to propose a Chapter 11 plan as of July 31, 2015. Three competing plans have so far been filed in the Chapter 11 cases by: (1) the Debtors, (ii) Good Gateway and SEG, and (iii) secured creditor SummitBridge National Investments IV LLC. The Debtors' Plan contemplates holding an auction to select a new investor who will get 100% of the ownership and control of the Debtors' properties in exchange for funding all plan payments. Secured creditor SummitBridge's reorganization plan for Nilhan Hospitality, LLC, and Orlando Gateway Partners, LLC, intends to facilitate a prompt sale of the Debtors' property and prompt distributions to holders of claims. PALM BEACH COMMUNITY CHURCH: Tax Dispute Goes to State Court ------------------------------------------------------------ U.S. Bankruptcy Judge Erik P. Kimball sided with the Palm Beach Community Church, Inc., in a dispute with the property appraiser for Palm Beach County, Florida. The Debtor has pursued a state court action post-confirmation to seek a substantial refund of the 2014 real estate taxes it paid. On Dec. 4, 2014, the Debtor won confirmation of its Chapter 11 Plan. On Dec. 9, the Debtor filed an action in the Fifteenth Judicial Circuit Court, in and for Palm Beach County, Case No. 502014CA014681XXXXMB, Palm Beach Community Church, Inc. vs. Gary Nikolits, et al. challenging its 2014 property tax assessment. On Dec. 15, 2014, the Bankruptcy Court approved Debtor's sale of its 9.03 acres of real property to PNC Bank free and clear of liens. In January 2015, the Debtor used its available cash from the bankruptcy estate to satisfy the outstanding liens of the Tax Collector which secured payment of the Debtor's 2013 and 2014 property taxes. In March 31, 2015, the Debtor conveyed its property to PNC Bank's nominee. Gary R. Nikolits, property appraiser for Palm Beach County, Florida, on June 16, 2015, filed with the Bankruptcy Court a motion for an order invoking the Bankruptcy Court's jurisdiction over the Debtor's 2014 property tax dispute filed in State Court for the purpose of the interpreting the provisions of the Debtor's Third Amended Plan, related property sale filings and the Court's orders providing for the payment of undisputed liens and whether the State Court Action is res judicata or otherwise improper and precluded from further litigation. The Property Appraiser claimed that the Debtor neither disclosed to the Bankruptcy Court, nor its creditors, that the Debtor intended on bringing a lawsuit in state court to recover its cash, which it did only days after the Court confirmed the Plan. The Property Appraiser argued, among other things, that the Bankruptcy Court should exercise its jurisdiction over this controversy because the Debtor had begun an administrative proceeding in its plan contrary to the requirements found in 11 U.S.C. Sec. 1123(a)(5)(E) that the contents of the Debtor's Plan "provide for the satisfaction or modification of any lien". "Allowing the Debtor to pursue its State Court Action renders the finality of the Debtor's plan illusory and certainly renders the distribution of the bankruptcy estate to creditors as one not based on full disclosure," the Property Appraiser said in its Motion. According to the Property Appraiser, if successful in the State Court Action, the Debtor could receive a refund of its 2014 property taxes in the amount of $126,773. Claim Objection The Debtor said it paid the 2014 property taxes in order to permit the transfer to the purchaser of clear title to the property, and after relying on the Florida statutes which preserved its rights to later seek a refund. "The right to file suit against the Appraiser is a property right of the Reorganized Debtor. That property right is not lost by virtue of a confirmed plan," the Debtor said in its brief submitted to the Bankruptcy Court. Though the 2014 property tax claim was an allowed claim at Confirmation, the Debtor said in its Motion to Reconsider Allowance of Claim, that the Debtor can reconsider the claim under 11 U.S.C. Sec. 502(j) and Fed. R. Bankr. P. 3008. According to the Debtor, in the present case, the Tax Collector filed its increased amended claim only 2 days before Confirmation, and therefore the new amount could not be adjudicated in time to confirm the plan. The Debtor said in its July 16 brief that is only now seeking reconsideration of the allowed claim and a hearing on an objection to claim because it (a) relied on the Florida statutes which preserved its rights to later seek a refund; (b) had an urgent need to complete Confirmation so that the Land Sale could occur, according to the Church's settlement with PNC; (c) was not aware that the Tax Appraiser would argue res judicata and waiver until the Tax Appraiser filed its Jurisdiction Motion on June 15, 2015; and (d) only learned that the Court would give credence to the waiver argument at the hearing on July 9, 2015. The Bankruptcy Judge gave parties not later than Aug. 20, 2015, to file a brief memorandum of law and fact concerning the Property Appraiser's standing to argue the motion of the Property Appraiser to Invoke Jurisdiction [ECF No. 255], a related expedited motion by the Debtor to reconsider allowance of claim [ECF No. 259], and an expedited objection by the Debtor to The Palm Beach Country Tax Collector's Claim 3-2 [ECF No. 261]. Copies of the briefs filed by the Debtor are available at: http://bankrupt.com/misc/Palm_Beach_269_RPT_Memo.pdf http://bankrupt.com/misc/Palm_Beach_278_RPT_Memo_2.pdf Bankruptcy Court's Ruling Bankruptcy Judge Kimball held that because the case arose during this chapter 11 case, the claim of the Tax Collector for 2014 real estate taxes is an administrative expense. "This Court has made no determination with regard to the amount of the Tax Collector's administrative expense. No order of this Court is res judicata with regard to the amount owing to the Tax Collector for 2014 real property taxes." The bankruptcy judge also ruled that the Debtor did not waive the right to challenge the determination of the Property Appraiser with regard to the religious use exemption by paying the claim of the Tax Collector at closing of the sale of the related property. Indeed, Florida law specifically permits the property owner challenging an assessment of real estate taxes after they have been paid. "Because the determination of the proper amount owing for 2014 real estate taxes is a matter routinely addressed by the Florida state courts, a proceeding is already pending to address the same, and no party will be prejudiced by permitting the Tax Collector's administrative expense to be liquidated in the Florida state courts rather than in this Court, the interests of justice and the interest of comity with the State courts militate in favor of abstention," Judge Kimball said. Judge Kimball ordered: 1. Pursuant to 28 U.S.C. Sec. 1334(c)(1), the Bankruptcy Court abstains from determining the amount of the claim of the Tax Collector against the Debtor for 2014 real estate taxes. 2. To the extent necessary, the Debtor, the Property Appraiser, the Tax Collector, and any other party or parties necessary under applicable non-bankruptcy law for the determination thereof, hereby are granted relief from the automatic stay under 11 U.S.C. Sec. 362 to liquidate the amount of the 2014 real estate taxes owing by the Debtor, to finality in the courts of the State of Florida. 3. The amount determined by final order of a Florida court of competent jurisdiction to be payable by the Debtor on account of 2014 real estate taxes shall be deemed an allowed administrative expense in this case and shall be payable pursuant to the Bankruptcy Court's Order Confirming Debtor's Third Plan of Reorganization [ECF No. 236] and the plan confirmed thereby. If the Debtor has overpaid such administrative expense, the Debtor may pursue a refund through appropriate action under Florida law. 5. Except as specifically ordered herein, all other relief requested in ECF No. 255, ECF No. 259, and ECF No. 261 is DENIED. A full-text copy of the Aug. 31 Order is available for free at: http://bankrupt.com/misc/Palm_Beach_291_RPT_Ord.pdf Attorneys for the Debtor: FURR AND COHEN, P.A. Aaron A. Wernick, Esq. 2255 Glades Road, Suite 337W Boca Raton, FL 33431 Tel: (561) 395-0500 Fax: (561)338-7532 E-mail: awernick@furrcohen.com The Property Appraiser is represented by: Jeffrey M. Clyman 301 N. Olive Avenue, 5th Floor West Palm Beach, FL Tel: (561) 355-3668 Fax: (561) 355-3963 E-mail: jclyman@pbcgov.org cgentile@pbcgov.org * * * A post confirmation status conference in the Chapter 11 case of Palm Beach Community Church will be held on Dec. 9, 2015, at 10:30 a.m. About Palm Beach Community Palm Beach Community Church, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013. The petition was signed by Raymond Underwood as president. The Debtor scheduled total assets of $14.6 million and total liabilities of $11.43 million. Palm Beach Community Church won permission to employ Robert C. Furr and the law firm of Furr and Cohen, P.A., as attorney; and Roy Wiley and Covenant Financial, Inc. dba SmartPlan Financial Services as accountants. In December 2013, the U.S. Trustee informed the Bankruptcy Court that it was unable to appoint a committee of creditors in the case. The Bankruptcy Court entered an order on Dec. 4, 2014, (i) confirming Palm Beach Community Church, Inc.'s Third Amended Plan of Reorganization; and (ii) naming Robert C. Furr, Esq., as disbursing agent. The Debtor's Third Amended Plan proposes to pay creditors of from the Debtor's funds on hand, revenue from its preschool, Lease Agreements, revenues from the Borland Center, tithing and other donations from the Church members. A post confirmation status conference in the Chapter 11 case of Palm Beach Community Church, Inc., will be held on Dec. 9, 2015, at 10:30 a.m. About Palm Beach Community Palm Beach Community Church, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013. The petition was signed by Raymond Underwood as president. The Debtor scheduled total assets of $14.6 million and total liabilities of $11.43 million. Palm Beach Community Church won permission to employ Robert C. Furr and the law firm of Furr and Cohen, P.A., as attorney; and Roy Wiley and Covenant Financial, Inc. dba SmartPlan Financial Services as accountants. In December 2013, the U.S. Trustee informed the Bankruptcy Court that it was unable to appoint a committee of creditors in the case. The Bankruptcy Court entered an order on Dec. 4, 2014, (i) confirming Palm Beach Community Church, Inc.'s Third Amended Plan of Reorganization; and (ii) naming Robert C. Furr, Esq., as disbursing agent. The Debtor's Third Amended Plan proposes to pay creditors of from the Debtor's funds on hand, revenue from its preschool, Lease Agreements, revenues from the Borland Center, tithing and other donations from the Church members. PARK 91 LLC: Liquidating Plan Confirmed by Judge ------------------------------------------------ Park 91, LLC, has won approval from the U.S. Bankruptcy Court for the Southern District of New York of its Plan of Liquidation. Park 91 has a Plan of Liquidation predicated on a settlement with the senior secured creditor, 2013 NY Funding, LLC, which holds a first mortgage on the Debtor's sole asset, a town house located on Park Avenue and 91st Street in Manhattan. The Court on Sept. 3 entered an order approving the Amended Disclosure Statement dated Sept. 2 and set a Sept. 22 deadline for ballots and confirmation objections, and scheduled a Sept. 29 hearing to consider confirmation of the Plan. Following a status conference held by the Bankruptcy Court on Sept. 23, the Debtor made certain modifications to the Plan to incorporate certain comments received from the Bankruptcy Court. The Court held that such modifications do not adversely change the treatment of the claim or interest. A copy of the Amended Plan, as modified Sept. 29, 2015, is available for free at: http://bankrupt.com/misc/Park_91_44_Mod_Am_Plan.pdf Holders of the allowed secured claim of 2013 NY Funding (Class 1), allowed secured claim of Surya (Class 2) and real estate tax claims (Class 3) are impaired and were entitled to vote on the Plan. Scott Markowitz, Esq., certified on Sept. 24, 2015, that 100% in amount and number of holders of claims in Classes 1 and 2 accepted the Plan while there were no votes cast in Class 3. Holders of priority claims (Class 4), general unsecured claims (Class 5) and interests (Class 6) are unimpaired and were deemed to accept the Plan. After considering all evidence admitted at the Sept. 29 confirmation hearing, and based upon all pleadings and papers filed in the Chapter 11 case, Judge James L. Garrity, Jr., on Oct. 14, 2015 entered an order confirming the Debtor's Amended Plan of Liquidation dated Sept. 2, 2015, as modified. Judge Garrity had vacated an Oct. 2 order confirming the Plan as the order was erroneously entered without exhibits. The Confirmation Order provides that during the period from the effective date of the Plan through the auction commencement date, the Post-confirmation Debtor, through Michael Gardner, will continue to manage the Property. No later than 30 days after the Auction Commencement Date, time being of the essence, each of the Gardners, individually and as sole interest holders will vacate and surrender possession of the Debtor's property. A copy of the Order Confirming the Plan dated Oct. 14, 2015, is available for free at: http://bankrupt.com/misc/Park_91_48_Plan_Conf_Order.pdf Liquidating Plan The Plan generally provides the Post-confirmation Debtor a period of 22 months to sell its sole asset conditioned upon the Post-confirmation Debtor making certain interest payments to its senior secured creditor and remaining current on other obligations such as payment of Real Estate Taxes, insurance, and the like. If the Debtor does not default and makes all payments required by the Plan, the Debtor will have an opportunity to market the townhouse through more traditional means by the use of the broker as long as the Property is sold by April 30, 2017 (defined in the Plan as the "Sale and Payment Deadline"). However, upon the Auction Commencement Date -- which is defined under the Plan to be the earlier of (a) the Post Sale Payment Commencement Date (defined in the Plan as the next ensuing day, including intermediate Saturdays, Sundays and legal holidays, immediately following the expiration of the Sale and Payment Deadline, i.e., May 1, 2017 if there is no Event of Default) or, (b) the Post Event of Default Commencement Date if there is an occurrence of an Event of Default (as defined in the Plan to include, among other things, the Post-confirmation Debtor's failure to timely make payments when due under the Plan beyond any applicable cure period) -- the Plan provides for the immediate appointment of the Plan Administrator who will be charged with, among other things, taking control of the Property and other Post-confirmation Estate Assets and selling the Property via Auction. The Auction will be conducted by the Plan Administrator with the assistance of an Auctioneer and sold by the Auction Deadline, which is 60 days after the Auction Commencement Date. The senior secured creditor will have the right, but not the obligation, to Credit Bid the total amount of its Allowed Secured Claim at the Auction. The Plan also provides that if the Property is to be sold through the Auction process, the Debtor's occupants, which are Michael Gardner and Lynda Gardner (together, the "Gardners"), the only Interest holders of the Debtor, will vacate and surrender possession of the Property to the Plan Administrator by no later than 30 days after the Auction Commencement Date. Under the Plan: * Holders of administrative claims (Unclassified) will be paid 100% of their claims on the effective date of the Plan. * Holder of 2013 NY Funding I LLC's secured claim (Class 1) will be paid 100% of the allowed secured claim plus interest at a rate of 9% per annum through Sept. 30, 2015 and 6% per annum from the Effective Date until the Debtor's property is sold or allowed secured claim is paid in full. * The holder of Surya Capital LLC's secured claim (Class 2) will be paid 100% of the allowed secured claim plus interest at a rate of 14% per annum until the Debtor's property is sold. * As to the City of New York's secured claim on account of real estate taxes (Class 3), the Post-confirmation Debtor will pay the City of New York all outstanding real estate taxes over a period of one year from the Effective Date at the statutory interest rate ($5,000 per month for 11 months with balloon payment on 12th month). * As to priority tax claims (Class 4), holders will be paid 100% of their allowed claims paid over two years from the Petition Date (in equal quarterly payments) at the statutory rate of interest. * As to general unsecured claims (Class 5), holders will receive 100% of their allowed claims, with interest at 4% per annum from the Petition Date, to be paid in cash on the Effective Date. * Michael Gardner and Lynda Gardner, the sole equity interest holders (Class 6), will retain their equity interests as it existed on the Petition Date in exchange for the plan contribution. The Debtor estimates that the plan contribution will be approximately $100,000. It is expected that Michael Gardner will continue to make additional capital contributions to meet the obligations required under the Plan. Michael Gardner and Lynda Gardner will not receive any distribution under the Plan. A copy of the Disclosure Statement accompanying the Debtor's Amended Plan of Liquidation dated Sept. 2, 2015, is available for free at: http://bankrupt.com/misc/PARK_91_36_DS_090215.pdf About Park 91 Park 91 LLC is the fee simple owner of a townhouse located at 1145 Park Avenue, New York. The townhouse is located in the Carnegie Hill Historic District on Park Avenue and 91st Street. Park 91 sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-10957) in Manhattan on April 17, 2015. Bankruptcy Judge James L. Garrity Jr. presides over the case. The Debtor is represented by Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New York. PATRIOT COAL: Deutsche Bank Seeks to Lift Automatic Stay -------------------------------------------------------- Deutsche Bank AG New York Branch ("ABL Agent") asks the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, to lift the automatic stay with regard to Patriot Coal Corporation's assets that constitute as the ABL Priority Collateral. Debtor Patriot Coal Corporation and certain of its subsidiaries ("ABL Borrowers") entered into a credit agreement ("ABL Credit Agreement") with the ABL Agent and the lenders party thereto ("ABL Lenders"). There are approximately $41 million in loans and $3 million in undrawn letters of credit outstanding under the credit agreement, together with ancillary and related agreements ("ABL Facility"). Henry P. Long, III, Esq., at Hunton & Williams, in Richmond, Virginia, tells the Court that the Debtors have granted the ABL Agent valid and perfected first priority liens on their "current" assets, which are highly liquid and include, among other things, their (1) accounts receivable, including pre- and post-petition accounts receivable, (2) inventory, including as-extracted collateral, and (3) cash, in the form of certain related deposit and securities accounts containing substantially all the Debtors' unrestricted cash ("ABL Priority Collateral"). Mr. Long relates that the ABL Lenders, through the ABL Agent, have exclusive enforcement rights with respect to the ABL Priority Collateral and are entitled to all proceeds of that Collateral ahead of any other parties. He further relates that pursuant to the First Lien Intercreditor Agreement executed among the Debtors, the ABL Agent, Barclays Bank PLC, and Wilmington Trust, National Association, the ABL Agent has the exclusive right to seek or exercise any rights or remedies with respect to the ABL Priority Collateral. Mr. Long adds that these exclusive rights are reaffirmed in the Court's Final DIP Order and are applicable to all parties in interest. Mr. Long asserts that as of May 12, 2015, the ABL Facility was oversecured, based on the value of the ABL Priority Collateral. He further asserts that the ABL Priority Collateral secures obligations totaling $910 million, consisting of claims and related liens that are all valid and fully enforceable, and not subject to any challenges. He further tells the Court that given these uncontested claims against the ABL Priority Collateral, it is clear that the Debtors have no equity interest in the said collateral. Mr. Long relates that the types of assets constituting the ABL Priority Collateral can be quickly consumed by a borrower. He further relates that the likelihood that the Debtors will consume those assets is exacerbated given the Debtors' lack of liquidity and inability to find other sources to fund their Chapter 11 cases. Mr. Long contends that when the Debtors run out of cash next month, their only option for continued survival will be to cannibalize the highly liquid ABL Priority Collateral, which would leave the ABL Lenders without recourse or recovery. Cortland Capital's Reservation of Rights Cortland Capital Market Services LLC, as Prepetition Term Agent, and on behalf of the Prepetition Term Lenders, relates that it is in the midst of conducting discovery related to the confirmation of the Debtors' Fourth Amended Plan and expects to file a response thereto. Cortland further relates that it also has identified several issues with the Lift Stay Motion concerning, among other things, the collateral in which both the Term Parties and the ABL Agent hold security interests. Cortland tells the Court that it reserves its right to raise any such issues prior to and/or at the hearing, which was scheduled on October 5, 2015. Deutsche Bank AG New York Branch is represented by: Tyler P. Brown, Esq. Henry P. (Toby) Long, III, Esq. Justin F. Paget, Esq. HUNTON & WILLIAMS LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, VA 23219 Telephone: (804)788-8200 Facsimile: (804)788-8218 E-mail: tpbrown@hunton.com hlong@hunton.com jpaget@hunton.com - and - Sandeep Qusba, Esq. William T. Russel, Jr., Esq. Morris J. Massel, Esq. Nicholas Baker, Esq. SIMPSON THACHER & BARTLETT LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212)455-2000 Facsimile: (212)455-2502 E-mail: squsba@stblaw.com wrussell@stblaw.com mmassel@stblaw.com nbaker@stblaw.com Cortland Capital is represented by: Jeffrey L. Jonas, Esq. William R. Baldiga, Esq. Andrew P. Strehle, Esq. Jonathan D. Marshall, Esq. BROWN RUDNICK LLP One Financial Center Boston, MA 02111 Telephone: (617)856-8200 Facsimile: (617)856-8201 E-mail: jjonas@brownrudnick.com wbaldiga@brownrudnick.com astrehle@brownrudnick.com jdmarshall@brownrudnick.com - and - Paul S. Bliley, Jr., Esq. William H. Schwarzschild, III, Esq. W. Alexander Burnett, Esq. WILLIAMS MULLEN 200 South 10th Street, Suite 1600 P.O. Box 1320 (23218-1320) Richmond, Virginia 23219 Telephone: (804)420-6489 Facsimile: (804)420-6507 E-mail: pbliley@williamsmullen.com tschwarz@williamsmullen.com aburnett@williamsmullen.com About Patriot Coal Corporation Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. Patriot Coal estimated more than $1 billion in assets and debt. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. The U.S. trustee overseeing the Chapter 11 case of Patriot Coal Corp. appointed seven creditors of the company to serve on the official committee of unsecured creditors. The Committee is represented by Morrison & Foerster LLP as its counsel, and Tavenner & Beran, PLC, as its local counsel. Jefferies LLC serves as its investment banker PLASTIPAK HOLDINGS: Moody's Hikes B1 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service upgraded the corporate family rating of Plastipak Holdings, Inc. (Plastipak) to B1, the probability of default rating to B1-PD and senior unsecured rating to B3. The rating outlook is stable. Moody's took the following actions for Plastipak Holdings, Inc: -- Upgraded Corporate Family Ratings to B1 from B2 -- Upgraded Probability of Default to B1-PD from B2-PD -- Upgraded $375 million senior unsecured notes due 2021 to B3, LGD 5 from Caa1, LGD 5 The rating outlook was changed to stable. RATINGS RATIONALE The upgrade of Plastipak ratings reflects expectations of improving earnings and free cash flow following the company's acquisition of European packaging manufacturer APPE, which expanded the company's scale and European presence, as well as moderate leverage. Plastipak's leverage in the twelve months ended August 1, 2015 is 5.2 times (including Moody's adjustments for operating leases and Goldman Sach's investment). The leverage is 4.5 times following pro forma for the full-year earnings following the APPE acquisition. We expect leverage to fall below 4.5 times in fiscal 2016 as Plastipak integrates the acquisition, ramps up volume from new contracts and continues to focus on improving its product mix and margins. Longer term the company should benefit from the start up of new facilities in the US and Latin America in 2016. Plastipak's credit metrics such as leverage and interest coverage are relatively strong for the B1 rating, mitigating the weak margins, which are the result of a high proportion of lower-margin preform business and concentration in carbonated soft drinks. Plastipak benefits from increased scale and geographic diversification globally pro forma for the APPE acquisition. Plastipak also has a good market position as one of the larger North American manufacturers of rigid plastic containers and preforms. The company has on-site locations and exclusive relationships with customers, which increase customer switching costs. Nevertheless, the company operates in a fragmented industry with strong pricing pressure and majority of its products are commoditized, keeping the overall margin level low. Exposure to lower margin preforms and carbonated soft drinks increases with the APPE acquisitions, but the company hopes to improve margins with synergies and better product mix over time. The company benefits from long-term contracts with its customers with resin cost pass-throughs with some lags, but its high customer concentration is a credit risk. We also see increasing event risk with the approaching fifth anniversary of Goldman Sachs's investment in the company in 2017. We treat Goldman's investment as debt given a "put" option that gives Goldman the right to request the company to redeem its shares in 2017 or earlier. The company completed two sizeable acquisitions in the last two years and we also expect it to remain acquisitive albeit not on the same scale as the recent acquisitions. The stable ratings outlook reflects expectations that Plastipak will continue to successfully integrate APPE acquisition, improve margins and free cash flow and maintain moderate leverage metrics over the next 12 to 18 months. The ratings could be upgraded if the company improves its product mix and maintains a high percentage of business under contracts. The ratings could also be upgraded if the company continues to maintain conservative financial policy with low leverage. Specifically, ratings could be upgraded if debt/EBITDA falls below 4.0 times, as adjusted by Moody's, on a sustainable basis, funds from operations to debt remains above 12.5% and EBITDA to Interest coverage remains above 4 times. The ratings could be downgraded if there is a deterioration in the competitive and operating environment, liquidity and credit metrics. Specifically, the ratings could be downgraded if debt/EBITDA rises above 5.0 times. as adjusted by Moody's, funds from operations to debt falls below 10% and free cash flow turns consistently negative. Plastipak is a privately-held manufacturer of plastic containers and preforms used by branded companies in the beverage, food, personal care, industrial and automotive industries globally. Headquartered in Plymouth, Michigan, Plastipak generated approximately $2.4 billion of sales in the twelve months ended August 1, 2015 ($2.9 billion pro forma for APPE acquisition). The Young family owns approximately 56% of the outstanding stock and Goldman Sachs owns approximately 36% with the balance owned by senior management. POPE LOGGING: Suit Against Hall Oil Dismissed --------------------------------------------- Judge Susan D. Barrett of the United States Bankruptcy Court for the Southern District of Georgia granted Hall Oil Company's motion to dismiss an adversary proceeding filed by Todd Boudreaux, as trustee for Pope Logging, Inc. Hall Oil argued that the complaint is barred by the statute of limitations. The adversary proceeding is TODD BOUDREAUX, CHAPTER 7 TRUSTEE Plaintiff. v. HALL OIL COMPANY, Defendant, ADVERSARY PROCEEDING NO. 15-03004 (Bankr. S.D. Ga.). The case is captioned IN RE: POPE LOGGING, INC., Chapter 7, Debtor, CASE NO. 11-30153 (Bankr. S.D. Ga.). A full-text copy of Judge Barrett's Opinion and Order dated September 17, 2015, is available at http://is.gd/OKLEkVfrom Leagle.com. Todd Boudreaux, Chapter 7 Trustee, Plaintiff, represented by: Jenna Blackwell Matson, Esq. SHEPARD PLUNKETT HAMILTON BOUDREAUX LLP 7013 Evans Town Center Boulevard, Suite 303 Evans, GA 30809-4215 Phone: 706-955-1670 Fax: 706-868-6788 Hall Oil Company, Defendant, represented by Anna Mari Humnicky, Esq.-- AHumnicky@cpmas.com -- COHEN POLLOCK MERLIN & SMALL PC, Gus H. Small, Esq.-- GSmall@cpmas.com -- COHEN POLLOCK MERLIN & SMALL PC. Pope Logging, Inc., filed a Chapter 11 Petition on April 5, 2011 (Bankr. S.D. Ga., Case No. 11-30153). PREMIER PEST: Bankruptcy Case Dismissed --------------------------------------- Judge Thomas J. Tucker of the United States Bankruptcy Court for the Eastern District of Michigan dismissed the bankruptcy case of Premier Pest Management, Inc., for the following reasons: (1) the Debtor failed to appear at the initial status conference, and (2) the Debtor's attorney failed to comply the last paragraph of the Court's September 2 Order. The case is captioned In re: PREMIER PEST MANAGEMENT INC., Chapter 11 Debtor, CASE NO. 15-52811(Bankr. E.D. Mich. A full-text copy of Judge Tucker's Order dated September 23, 2015, is available at http://is.gd/CqrRz7from Leagle.com. Premier Pest Management Inc, Debtor In Possession, represented by: Daniel P. Brent, Esq. THE BRENT LAW GROUP, PLLC Phone: (248) 291-7253 Fax: (248) 592-7375 E-Mail: dpbrent@brentlawgroup.com Premier Pest Management Inc., first filed a Chapter 11 Petition on Aug. 28, 2015 (Bankr. E.D. Mich., Case No. 15-52811). The case was dismissed on Sept. 23, 2015. Premier Pest delivered a second Chapter 11 Petition on Oct. 2, 2015 (Bankr. E.D. Mich., Case No. 15-54531). The petition was signed by Charles McKlssack, Jr., president. PUERTO RICO: Congress Urged to Draw Up Bankruptcy Measures ---------------------------------------------------------- Main Street Bondholders on Oct. 22 disclosed that at the Senate Energy and Natural Resources Committee hearing, Puerto Rican Governor Alejandro Garcia Padilla and Antonio Weiss of the U.S. Treasury Department asked Congress for unprecedented bankruptcy measures for Puerto Rico, including allowing Puerto Rico to walk away from its Constitutional debt. As the New York Times reported on Oct. 21, no state has the ability to restructure Constitutional, or full faith and credit debt, and that if Puerto Rico were granted this, other states like Illinois might soon follow. "Super Chapter 9", if enacted, is expected to roil municipal debt markets and raise the costs of borrowing for states and municipalities across the country. Henry Chanin, a Puerto Rican bondholder, retired educator, and member of the Main Street Bondholder coalition said, "By giving Puerto Rico the authority to completely disregard the rule of law and void Constitutional guarantees to bondholders, Congress would be establishing a precedent that would destroy the municipal market. This would put the retirement savings of millions across the country at risk." In a surprise move, Garcia Padilla admitted under pressure from Senators that a portion of the Island's debt may actually have been issued in violation of the Commonwealth's Constitution. The admission makes clear the distinct nature of Puerto Rico's different tranches of debt, some of which is protected by Constitutional guarantee. He also acknowledged the widespread, devastating impact that his debt avoidance measures will have on the Island, conceding that 25-30% of the island's bondholders are Puerto Rican small investors. Dr. Elias Gutierrez, a Puerto Rican bondholder, professor of economics, and member of the Main Street Bondholder coalition said, "Super Chapter 9 would be de facto amendment of the Puerto Rican Constitution by Congressional legislative fiat without the participation of the Puerto Rican people. It is shameful the Obama Administration and Governor Garcia Padilla would endorse the violation of the Puerto Rican Constitution." Key Facts: The Administration's unprecedented proposal, so-called "Super Chapter 9", would restructure all of Puerto Rico's debt, including its Constitutional debt, and is widely expected to disrupt U.S. municipal debt markets -- raising the cost of borrowing for states and municipalities across the country. Jim Millstein, Puerto Rico's chief restructuring advisor, has aggressively pushed for Super Chapter 9, ignoring bi-partisan interest in Congress for a deal that would bring desperately needed fiscal reform combined with an orderly restructuring mechanism for Puerto Rico's non-Constitutional debt. Mr. Millstein has been criticized for profiting from his business dealings [around Puerto Rico's settlement with PREPA's bondholders, yet continues to advise the Commonwealth. "Super Chapter 9" is without precedent, and would create a precedent for other states to discharge their Constitutional or "full faith and credit" debt. This reckless action would put every retirement account in America at risk. Main Street Bondholders Coalition is a project of the 60 Plus Association, and is comprised of small bondholders from across America who are committed to a policy process that returns Puerto Rico to sound financial management, respect for the rule of law, and the protection of their retirement savings. * * * As reported in the Troubled Company Reporter-Latin America on Sept. 14, 2015, Standard & Poor's Ratings Services lowered its ratings on the Commonwealth of Puerto Rico's tax-backed debt to 'CC' from 'CCC-' and removed the ratings from CreditWatch, where they had been placed with negative implications July 20. The outlook is negative. QUIKSILVER INC: Seeks to Decelerate Obligations to Boardriders -------------------------------------------------------------- Quiksilver, Inc., and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware for limited relief from the automatic stay for the sole purpose of permitting Boardriders S.A. and Deutsche Trustee Company Limited, as Indenture Trustee and Common Depository, to decelerate its obligations under the Notes issued by Boardriders. Boardriders issued EUR200 million aggregate principal amount of 8.875% senior notes with a maturity date of Dec. 15, 2017 ("Notes") pursuant to an indenture dated Dec. 10, 2010. The proceeds from the Notes offering were used to refinance approximately €190 million of existing European term debt and to pay related fees and expenses. The obligations of Boardriders under the Euro Notes are guaranteed by the Debtors and certain non-Debtor affiliates. As of the Petition Date, the Notes had an outstanding principal balance of approximately $221 million. The Debtors relate that because many of the Debtors are Subsidiary Guarantors, the Chapter 11 cases give rise to an acceleration of the Notes under the terms of the Indenture. The Debtors further relate that one of the key assets of the Debtors is the residual equity value of its foreign subsidiaries, which would be placed in substantial jeopardy and impairment upon a default of the Notes. The Debtors contend that prior to the Petition Date, the Company entered into certain waiver documentation with holders of over 50% of the aggregate outstanding principal amount of the Notes, which demonstrates the support of these holders for deceleration of the obligations owed under the Notes. The Debtors further contend that in addition to the rescission of the acceleration of the Notes, the beneficial owners of the Notes waived the related events of default and compliance with the change of control covenant as a result of the Chapter 11 Cases and the debt incurrence and lien covenants in respect of the debtor-in-possession credit facilities. The Debtors tell the Court that under the Indenture, the Common Depositary is the only registered holder of the Notes, holding a global note in which the beneficial owners of the Notes own an interest, including those beneficial owners that delivered the waivers in connection with the Chapter 11 Cases. The Debtors further tell the Court that for purposes of having the waivers become effective, the beneficial owners, owning more than 50% of the aggregate principal amount of the Notes, are requesting the Common Depositary to deliver documentation evidencing the waivers to the Indenture Trustee. The Debtors assert that they have worked in cooperation with their creditors and parties in interest, including Boardriders, to build the consensus necessary to successfully reorganize in a way that maximizes the value of the Debtors' estates towards a resolution of these Chapter 11 Cases. They relate that they have agreed with Boardriders to allow Boardriders to decelerate the obligations owed under the Notes. The Debtors' attorneys can be reached at: Laura Davis Jones, Esq. James E. O'Neill, Esq. Jeffrey N. Pomerantz, Esq. John A. Morris, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Telephone: (302)652-4100 Facsimile: (302)652-4400 E-mail: ljones@pszjlaw.com joneill@pszjlaw.com jpomerantz@pszjlaw.com jmorris@pszjlaw.com About Quiksilver Quiksilver, Inc., designs, produces and distributes branded apparel, footwear and accessories. The Company's apparel and footwear brands, inspired by a passion for outdoor action sports, represent a casual lifestyle for young-minded people who connect with its boardriding culture and heritage. The Company's Quiksilver, Roxy, and DC brands have authentic roots and heritage in surf, snow and skate. The Company's products are sold in more than 100 countries in a wide range of distribution, including surf shops, skate shops, snow shops, its proprietary Boardriders shops and other Company-owned retail stores, other specialty stores, select department stores and through various e-commerce channels. For additional information, please visit the Company's brand Web sites at www.quiksilver.com, www.roxy.com and www.dcshoes.com. Quiksilver began operations in 1976 as a California company making boardshorts for surfers in the United States under a license agreement with the Quiksilver brand founders in Australia. The Company later reincorporated in Delaware and went public in 1986. In fiscal year 2014 (ended Oct. 31, 2014), 34% of the Company's revenue was generated by the Debtors, within the United States. The remaining 66% is attributable to the Non-Debtor Affiliates located outside the United States. Sales at Company retail stores accounted for approximately 28% of Company revenue during fiscal year 2014. The Company's retail shops include full-price stores, factory outlet stores, and "shop-in-shops." At the end of the fiscal year 2014, the Company had approximately 266 full-price core brand stores, of which 75 are located in the United States. Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on Sept. 9, 2015. Andrew Bruenjes signed the petition as chief financial officer. The Debtors disclosed total assets of $337 million and total debts of $826 million. Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors' legal advisor, FTI Consulting, Inc. as their restructuring advisor, and Peter J. Solomon Company as their investment banker. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. The U.S. trustee overseeing the Chapter 11 cases of Quiksilver Inc. and its affiliates appointed seven members to the official committee of unsecured creditors. QUIZNOS: Investors to Appeal Dismissal of Restructuring Suit ------------------------------------------------------------ Maya Rajamani at Bankruptcy Law360 reported that affiliates of two private equity investors on Oct. 16, 2015, filed a notice of their intent to appeal the dismissal of a suit accusing bankrupt sandwich chain Quiznos of misleading them about the company's financials in order to land a 2012 restructuring deal with private equity funds. The suit, brought by affiliates of Avenue Capital Group LLC and Fortress Investment Group LLC, claimed that Quiznos' top brass misrepresented and artificially inflated the company's financial data in order to get the affiliates to restructure debt. AS reported by Troubled Company Reporter on Oct. 20, 2015, Judge Philip A. Brimmer of the U.S. District Court for the District of Colorado dismissed in its entirety the case captioned AVENUE CAPITAL MANAGEMENT II, L.P., a Delaware limited partnership, AVENUE INTERNATIONAL MASTER, L.P., a Cayman Islands exempted limited partnership, AVENUE INVESTMENTS, L.P., a Delaware limited partnership, AVENUE SPECIAL SITUATIONS FUND VI (MASTER), L.P., a Delaware limited partnership, MANAGED ACCOUNTS MASTER FUND SERVICES-MAP10, a sub-trust of an umbrella unit trust constituted by a trust deed governed by the laws of Ireland, AVENUE-CDP GLOBAL OPPORTUNITIES FUND, L.P., a Cayman Islands exempted limited partnership, AVENUE SPECIAL OPPORTUNITIES CO-INVESTMENT FUND I, L.P., a Delaware limited partnership, AVENUE SPECIAL OPPORTUNITIES FUND I, L.P., a Delaware limited partnership, DRAWBRIDGE SPECIAL OPPORTUNITIES FUND L.P., a Delaware limited partnership, DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LTD, a Cayman Islands company, FCI HOLDINGS I LTD, a Cayman Islands company, FCI HOLDINGS II LTD, a Cayman Islands company, FCOF II UB SECURITIES LLC, a Delaware limited liability company, FCOF UB INVESTMENTS LLC, a Delaware limited liability company, FTS SIP L.P., a Jersey limited partnership, PANGAEA CLO 2007-1 LTD, a Cayman Islands company, SARGAS CLO I LTD, a Cayman Islands company, WORDEN MASTER FUND II L.P., a Cayman Islands exempted limited partnership, and WORDEN MASTER FUND L.P., a Cayman Islands exempted limited partnership, Plaintiffs, v. RICHARD F. SCHADEN, an individual, RICHARD E. SCHADEN, an individual, FREDERICK H. SCHADEN, an individual, GREG MACDONALD, an individual, DENNIS SMYTHE, an individual, ANDREW R. LEE, an individual, PATRICK E. MEYERS, an individual, JOHN M. MOORE, an individual, THOMAS RYAN, an individual, and CONSUMER CAPITAL PARTNERS LLC a/k/a Cervantes Capital LLC, a Delaware limited liability company, Defendants, CIVIL ACTION NO. 14-CV-02031-PAB-KLM (D. Colo.). The case arises out of the corporate restructuring of QCE, LLC and its affiliated entities. The Plaintiffs accused officer defendants Greg MacDonald and Dennis Smythe, and manager defendants Richard F. Schaden, Rick Schaden, Frederick Schaden, Andrew Lee, Patrick Meyers, John Moore, Thomas Ryan, and Consumer Capital Partners LLC, of making fraudulent representations regarding Quiznos' financial condition in order to induce the plaintiffs to restructure Quiznos' debt. The Plaintiffs and defendants ultimately reached an agreement whereby the plaintiffs agreed to fund Quiznos' restructuring in exchange for a 70% ownership interest in the company. The Plaintiffs brought the case seeking to recover damages they suffered as a result of the defendants' allegedly fraudulent representations during the transaction. Two Motions to Dismiss were filed by the officer defendants and manager defendants. In an Order dated September 17, 2015, which is available at http://is.gd/7DTQ06from Leagle.com, Judge Brimmer granted the officer defendants and manager defendants' Motions to Dismiss, dismissed with prejudice the plaintiffs' securities fraud claims, and denied as moot the Motion to Strike Jury Demand and Allegations in Complaint. Plaintiffs are represented by Daniel F. Wake, Esq. -- dwake@shb.com -- Sander Ingebretsen & Wake, P.C., Jeffery A. Dailey, Esq. -- jdailey@akingump.com -- Akin, Gump, Strauss, Hauer & Feld, LLP, Stephen M. Baldini, Esq. -- sbaldini@akingump.com -- Akin, Gump, Strauss, Hauer & Feld, LLP, Allen Louis Lanstra, Esq. -- allen.lanstra@skadden.com -- Skadden, Arps, Slate, Meagher & Flom, LLP, Richard Francis Schaden, Esq., Schaden & Cassinis, PLLC Defendants are represented by Bruce Scott Bennett, Esq. -- bbennett@jonesday.com -- Jones Day, Bruce A. Lampert, Esq. -- Katzman Lampert & McClune, Christopher J. Lovrien, Esq.--bbennett@jonesday.com -- Jones Day, Nathaniel Peardon Garrett, Esq. -- ngarrett@jonesday.com -- Jones Day, Timothy R. Beyer, Esq. -- tim.beyer@bryancave.com -- Bryan Cave LLP, Steven R. Rider, Esq. -- srider@markuswilliams.com -- Markus Williams Young & Zimmermann LLC. About Quiznos Denver-based Quiznos -- http://www.quiznos.com/-- is a chain designed for today's busy consumers who are looking for a high quality, tasty, freshly prepared alternative to traditional fast- food restaurants. With locations in 50 states and 30 countries, Quiznos is one of the world's premier quick-service restaurant chains and pioneer of the toasted sandwich; Quiznos restaurants offer creative, chef-created sandwiches and salads using premium ingredients. Quiznos was founded in 1981 by chefs who discovered that toasting brought out the best in every sandwich ingredient. QCE Finance LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on March 14, 2014. The lead case is QCE Finance LLC (Case No. 14-10543, Bankr. D.Del.). The case is assigned to Judge Peter J. Walsh. The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York. The Debtors' local counsel is Mark D. Collins, Esq., and Amanda Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware. The Debtors' investment banker and financial advisor is Matthew J. Hart of LAZARD FRERES & CO. LLC. Paul Ruh, Mark A. Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the Debtors' restructuring advisors. Prime Clerk LLC serves as the Debtors' claims and noticing agent. The lead debtor, QCE Finance LLC, scheduled $737,000 in total assets plus "undetermined amounts". It scheduled $618 million plus "undetermined amounts" as liabilities. The U.S. Trustee has appointed a seven-member official committee of unsecured creditors. The Committee has tapped Cousins Chipman & Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.; and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow- Bosshart, Esq., and David M. Posner, Esq., as counsel. Avenue Capital Management II, L.P. and its affiliates are represented by John J. Rapisardi, Esq., and Joseph Zujkowski, Esq., at O'Melveny & Myers LLP in New York. Fortress Investment Group and its affiliates are represented by Skadden Arps Slate Meagher & Flom's Van C. Durrer, Esq. Co-counsel to the Consenting First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R. Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht & Tunnell's Robert J. Dehney. Counsel to the First Lien Agent is Ropes & Gray's Mark R. Somerstein. Counsel to the Second Lien Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P. Kober, Esq. Counsel to Vectra Bank Colorado, National Association, is Kasowitz Benson's Adam L. Shiff, Esq. Quiznos' Plan of Reorganization was confirmed by the U.S. Bankruptcy Court in Wilmington, Delaware on May 12, 2014. The company on July 1, 2014, disclosed that it has successfully completed its financial restructuring and emerged from Chapter 11. RAHNDEE INDUSTRIAL: Liable for Tax Debt as Successor in Interest ---------------------------------------------------------------- In the case, RAHNDEE INDUSTRIAL SERVICES, INC., Plaintiff, v. UNITED STATES OF AMERICA ex rel. THE INTERNAL REVENUE SERVICE and RCB BANK, Defendants, ADV. NO. 13-01050-M (Bankr. N.D. Okla.), Judge Terrence L. Michael of the United States Bankruptcy Court for the Northern District of Oklahoma reached two conclusions on this case: (1) that RahnDee is liable for the Tax Debt as the alter ego of and successor in interest to FCI and Beryllium; and (2) by the consent of the parties, the lien of RCB Bank on RahnDee's assets is superior to the lien on those assets claimed by the Internal Revenue Service. Accordingly, Judge Michael dismissed Count One of the Adversary Proceeding with prejudice. All issues relating to the relative priority of the IRS and RCB Bank in Count Two of the Adversary Proceeding and the Answer and Counterclaim of RCB Bank are resolved. The case involves a transfer between corporations. The first company, Beryllium, had a significant tax debt. The second, company, RahnDee Industrial Services, Inc. was brand new, created solely for the purpose of facilitating the acquisition. The transaction was structured as an asset purchase; however, a lot of things, like the nature of the business, its day-to-day management, its telephone number, and its customers, did not change. Other things, like its shareholder, did. The taxing authority cries foul, and says the second corporation, RahnDee, should be made to pay the taxes. RahnDee now a debtor in this Court, says the taxes are not its problem. Beryllium failed to properly pay its employment tax liabilities owed for certain quarters in 2008 and 2009. This caused the IRS to assess penalties and interest in addition to the original employment tax debt against Beryllium. As the owners of Beryllium, Jeffery R. Reetz and Joseph D. Grubb, under U.S. tax law, were personally liable for the Trust Fund Taxes. The parties have agreed that Beryllium and FCI which is also owned by the parties, are alter egos, such that FCI may legally be held responsible for Beryllium's debts. Beryllium had no significant assets upon which the IRS could levy to recover the Tax Debt. Reetz and Grubb then came up with Plan B to sell FCI's assets -- the only unencumbered assets under their control that had not been previously levied by the IRS in order to pay the Trust Fund Taxes. An entity named RahnDee Industrial Services, Inc. was then incorporated with the State of Oklahoma on September, 25, 2012. RahnDee filed an original petition for relief under Chapter 11 of the United States Bankruptcy Code with this Court on May 20, 2013. A plan was confirmed in this case on September 3, 2013, with the understanding that the matters involved herein were yet to be resolved. The IRS filed a proof of claim for $166,700.18, alleging that the Tax Debt is owed by RahnDee, on the basis that RahnDee is either the alter ego of or successor in interest to Beryllium/FCI (the "IRS Claim"). RahnDee filed the adversary proceeding against the IRS on July 10, 2013. The bankruptcy case is captioned IN RE: RAHNDEE INDUSTRIAL SERVICES, INC., Chapter 11, Debtor, CASE NO. 13-11210-M (Bankr. N.D. Okla.). A full-text copy of Judge Michael's Memorandum Opinion dated September 18, 2015, is available at http://is.gd/peZklvfrom Leagle.com. Rahndee Industrial Services, Inc., sought protection under Chapter 11 of the Bankruptcy Code on May 20, 2013 (Bankr. N.D. Okla., Case No. 13-11210). The case is assigned to Judge Terrence L. Michael. The Debtor's Counsel is Mark A. Craige, Esq., at Crowe & Dunlevy, in Tulsa, Oklahoma. The petition was signed by Jeff Reetz, president. RAILYARD COMPANY: Amends Schedules of Assets and Liabilities ------------------------------------------------------------ Railyard Company LLC filed with the U.S. Bankruptcy Court for the District of New Mexico an amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $13,000,000 B. Personal Property $862,140 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $10,041,387 E. Creditors Holding Unsecured Priority Claims $140,777 F. Creditors Holding Unsecured Non-Priority Claims $1,039,203 -------------- -------------- Total $13,852,140 $11,221,368 A copy of the amended schedules is available for free at http://is.gd/EVTX5J About Railyard Company Railyard Company, LLC, owns and developed two-story Market Station that houses the REI sporting goods store and other tenants. It filed a Chapter 11 petition (Bankr. D. N.M. Case No. 15-12386) on Sept. 4, 2015. The petition was signed by Richard Jaramillo as managing member. The Debtor is represented by William F. Davis, Esq., at William F. Davis & Associates, P.C., as counsel. The Debtor's Chapter 11 petition says the Company has about $11.2 million in debts and $13.8 million in assets. RAILYARD COMPANY: Seeks Cash Collateral Use Through Dec. 31 ----------------------------------------------------------- Railyard Company, LLC, sought and obtained from Judge Robert H. Jacobvitz of the U.S. Bankruptcy Court for the District of New Mexico, authorization for the interim use of cash collateral, for the period Sept. 4, 2015 through Dec. 31, 2015. The Debtor contends that Thorofare Asset Based Lending Fund III, a non-insider creditor, holds a lien against the cash collateral, which consists of proceeds the Debtor obtains from subleasing its commercial spaces. The Debtor relates that Thorofare holds a first mortgage on the Debtor's leasehold interest in property located at 500 Market St., Santa Fe, New Mexico and that Thorofare has a claim amount of $10,041,386. The Debtor further relates that all tenant rent payments on the Debtor's lease currently go to a lock box checking account at City National Bank controlled by Thorofare. The Debtor asserts that while the value of this account is listed $59,211 in its Schedule B, it believes the amount to be approximately $54,000. The Debtor relates that the turnover of these funds will fund the Cash Collateral expenditures. The Debtor contends that it requires the use of cash collateral to continue the operation of its business. The Debtor further contends that it needs the cash collateral for equipment, payroll, payroll taxes, gross receipts taxes, insurance, materials and supplies, other expenses incurred in the ordinary course of the Debtor's business, and professional fees and expenses incurred in connection with the Chapter 11 case. The Debtor tells the Court that without authority to use cash collateral it will be forced to close immediately, resulting in irreparable harm and damage to the Estate. The final hearing on the Debtor's Motion is scheduled on Oct. 27, 2015 at 10:30 a.m. Railyard Company is represented by: William F. Davis, Esq. WILLIAM F. DAVIS & ASSOC., P.C. 6709 Academy NE, Suite A Albuquerque NM 87109 Telephone: (505)243-6129 Facsimile: (505)247-3185 E-mail: daviswf@nmbankruptcy.com About Railyard Company Railyard Company, LLC, owns and developed two-story Market Station that houses the REI sporting goods store and other tenants. It filed a Chapter 11 petition (Bankr. D. N.M. Case No. 15-12386) on Sept. 4, 2015. The petition was signed by Richard Jaramillo as managing member. The Debtor is represented by William F. Davis, Esq., at William F. Davis & Associates, P.C., as counsel. The Debtor's Chapter 11 petition says the Company has about $11.2 million in debts and $13.8 million in assets. RANCH 967 LLC: Exit Plan Mulls Lot Sales, New $3 Million Loan ------------------------------------------------------------- Ranch 967 LLC on Nov. 19, 2015, is scheduled to seek confirmation of a reorganization plan that contemplates the Debtor obtaining $3 million in financing from a new lender and extending by five years the maturity date of a $10.3 million loan provided by existing lenders in 2013. The Debtor has so far received unanimous support from creditors who have voted on the Plan by the Oct. 9 deadline. According to a ballot summary filed by the Debtor's counsel on Oct. 14, 2015, Classes 2 to 7 voted in favor of the Plan, with 100% of the amount and number in each class voting to accept the Plan. The Debtor has not yet received a ballot from its primary secured lenders in Class 1. The Debtor says the market value of its property as of June 19, 2015 on an "as is" basis was estimated to be $15,400,000. Aegis Group is conducting a new appraisal of the project but has not yet completed the appraisal. The Debtor believes it can achieve higher sales value through an effective marketing process. The Plan is predicated on a recapitalization of the Debtor through an up to $3,000,000 in financing secured by a junior lien (subordinated to all prior perfected liens) on the project. The proceeds of this issuance will be available to be used to (a) fund the interest reserve, and (b) pay for the capital improvements to the extent that sufficient funds are not available for such purpose after the payment of the lot release price to the prepetition lender from the sale of Lots. The Plan provides that: * Administrative claims will be paid in full in cash on the effective date of the Plan. As of the date Aug. 31, 2015, the Debtor had incurred approximately $100,000 of administrative claims and estimates that it will incur an additional $75,000 in administrative expense claims between Sept. 1, 2015 and the Effective Date of the Plan for a total of approximately $175,000. * The prepetition loan provided by a group of four Central Texas families ("Lenders"), which have scheduled claims totaling $11.5 million, will be restructured to provide an interest rate of no greater than 5% (simple) per annum and a maturity date of the fifth anniversary of the Effective Date. In the event of an uncured default, the default rate of interest will be 18% per annum. The Debtor will be entitled to partial releases from the lenders' liens subject to payment from the proceeds of the sale of the lots. * Holders of other allowed secured claims -- Dworaczyk Enterprises (Class 2) in the amount of $127,000, SMA Asphalt, LLC (Class 3) in the amount of $159,000, N-Hays Investors, LP (Class 4) in the amount of $110,000, Pape-Dawson Engineers (Class 5) in the amount of $121,000, and Plateau Land & Wildlife Management (Class 6) in the amount of $10,200 -- will be paid in full, with interest at the rate of five percent per annum (simple interest), from lot sale proceeds following full repayment of the Class 1 claims. * Holders of allowed unsecured class (Class 7) will be paid in full, without interest, on a pro rata basis from any net lot sales proceeds remaining after satisfying allowed secured claims. The Debtor's schedules reflect $961,000 in unsecured claims. * Holders of equity interests (Class 8) will retain their interests in the Debtor. Classes 1 to 7 are impaired and were entitled to vote on the Plan. Only Class 8 is unimpaired. The Debtor says that based on its assessment, unsecured creditors would receive no distributions in a Chapter 7 case or in the event of dismissal of the case. The Debtor filed a proposed plan of reorganization and disclosure statement on June 4, 2015. The Debtor amended the proposed plan on July 20, 2015. The Debtor on Sept. 15 filed the solicitation version of the Disclosure Statement. A copy of the latest iteration of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Ranch_967_54_Am_DS.pdf About Ranch 967 LLC Ranch 967 LLC was formed to acquire and develop approximately 1,559 acres of real estate located in Dripping Springs, Texas. Its managing members are Brady Oman of Austin, Texas and Frank Carmel from Bethesda, Maryland. Ranch 967 purchased the property in November 2013 for $10.1 million, financed by a loan from a consortium of lenders located in Texas under a single loan of $10,296,000. The Company's intent was to subdivide the property into 15 large executive ranches, build the access road to the individual ranches, install underground electrical access, an entrance gate and other improvements to the property originally planned to be known as "O Bar Ranch". Though the Company has been successful in taking steps to develop the project and generate interested buyers of both lots and bulk sales, the lenders did not extend the Nov. 25, 2015 maturity date of the indebtedness. A foreclosure sale scheduled by the lenders prompted Ranch 967 LLC to file a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 15-10314) on March 3, 2015. The petition was signed by Frank J. Carmel, the managing member. The Debtor disclosed $22,500,000 in assets and $12,979,971 in liabilities as of the Chapter 11 filing. Judge Tony M. Davis presides over the case. On March 31, 2015, the U.S. Trustee filed its notice that it did not intend to appoint a committee of unsecured creditors in the Chapter 11 case. The Debtor in April 2015 won approval to hire Taube Summers Harrison Taylor Meinzer Brown as counsel, and Aegis Group, Inc. as its appraiser. The lenders sought and obtained entry of an order declaring that the Ranch 967 bankruptcy case is a single asset real estate proceeding subject to 11 U.S.C. Sec. 362(D)(3). RANCH 967 LLC: Moves Plan Hearing to Nov. 19 for Discovery, Talks ----------------------------------------------------------------- The hearing to consider confirmation of Ranch 967 LLC's reorganization plan has been rescheduled to Nov. 19, 2015, at 8:30 a.m. If the hearing has not concluded by 3:30 p.m., it will continue to Nov. 20 at 9:30 a.m. The Debtor, owner of a 1,559-acre real estate project in Dripping Springs, Texas, has filed a reorganization plan that contemplates the Debtor obtaining $3 million in financing from a new lender and extending by five years the maturity date of a $10.3 million loan provided by existing lenders in 2013. Judge Troy M. Davis on Sept. 9 conducted a hearing on the disclosure statement explaining the Debtor's Plan. On Sept. 15, the judge approved the Amended Disclosure Statement dated Sept. 15, 2015, set an Oct. 9 deadline for ballots and confirmation objections, and scheduled an Oct. 15 hearing to consider confirmation of the Plan. The Debtor sought a continuance of the Oct. 15 hearing but requested that the other deadlines not be moved. The Debtor cited ongoing settlement discussions between the Debtor and its lenders (Rockafellow Investments, LLC, Jason Parrish, Germer Properties LLC, Jody Wingrove, Allison Germer Burras and Equity Trust Company (Custodian FBO Lawrence J. Germer IRA). The Debtor also said that due the personal commitments of their counsel, the parties have not engaged in any discovery. The Lenders opposed a continuance. The Lenders acknowledged that they have been engaged in good faith settlement discussions. As of Oct. 2, 2015, however, those discussions have not yielded a mutually acceptable resolution of the issues in the case, but at no time have those discussions been contingent upon re-setting the confirmation hearing. The Lenders also said that they are not amenable to a continuance of the hearing without an extension of the balloting and objection deadlines. In response to the objection, the Debtor noted as of Oct. 5 every ballot received by the Debtor (representing classes 2, 3, 5, 6 and 7) reflect unanimous support for the Plan. The Debtor says it is amenable to discussing an extension of time to submit ballots or confirmation objections with the Lenders in connection with a continuance of the confirmation hearing. The Debtor also explained that while negotiations were ongoing, it did not seem productive to be engaged in discovery. The Debtor's counsel also noted that one of the children of Berry Spears, counsel to the Lenders, was getting married the weekend of Sept. 26 and out of deference to such occasion did not want to schedule discovery. "The purpose of the request for continuance is not for the purpose of a strategic advantage, but rather to promote judicial economies by ensuring an efficient use of the Court's time. By granting the continuance, the parties will have time to conduct discovery and identify areas of agreement and disagreement, all of which redounds to the benefit of the Debtor and all of its stakeholders," Eric J. Taube, Esq., counsel to the Debtor, told the Court. The Debtor's counsel: Eric J. Taube, Esq. Morris D. Weiss, Esq. Christopher G. Bradley, Esq. TAUBE SUMMERS HARRISON TAYLOR MEINZER BROWN LLP 100 Congress Avenue, Suite 1800 Austin, TX 78701 Tel: (512) 472-5997 Fax: (512) 472-5248 E-mail: etaube@taubesummers.com mtaylor@taubesummers.com cbradley@taubesummers.com The Lenders' counsel: Berry D. Spears, Esq. Stephen J. Humeniuk, Esq. LOCKE LORD LLP 600 Congress Ave., Suite 2200 Austin, TX 78701 Tel: (512) 305-4700 Fax: (512) 305-4800 E-mail: bspears@lockelord.com stephen.humeniuk@lockelord.com About Ranch 967 LLC Ranch 967 LLC was formed to acquire and develop approximately 1,559 acres of real estate located in Dripping Springs, Texas. Its managing members are Brady Oman of Austin, Texas and Frank Carmel from Bethesda, Maryland. Ranch 967 purchased the property in November 2013 for $10.1 million, financed by a loan from a consortium of lenders located in Texas under a single loan of $10,296,000. The Company's intent was to subdivide the property into 15 large executive ranches, build the access road to the individual ranches, install underground electrical access, an entrance gate and other improvements to the property originally planned to be known as "O Bar Ranch". Though the Company has been successful in taking steps to develop the project and generate interested buyers of both lots and bulk sales, the lenders did not extend the Nov. 25, 2015 maturity date of the indebtedness. A foreclosure sale scheduled by the lenders prompted Ranch 967 LLC to file a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 15-10314) on March 3, 2015. The petition was signed by Frank J. Carmel, the managing member. The Debtor disclosed $22,500,000 in assets and $12,979,971 in liabilities as of the Chapter 11 filing. Judge Tony M. Davis presides over the case. On March 31, 2015, the U.S. Trustee filed its notice that it did not intend to appoint a committee of unsecured creditors in the Chapter 11 Case. The Debtor in April 2015 won approval to hire Taube Summers Harrison Taylor Meinzer Brown as counsel, and Aegis Group, Inc. as its appraiser. The lenders sought and obtained entry of an order declaring that the Ranch 967 bankruptcy case is a single asset real estate proceeding subject to 11 U.S.C. Sec. 362(D)(3). RANCH 967: Rockafellow Seeks Stay Relief to Foreclose Property -------------------------------------------------------------- Rockafellow Investments, LLC, et al., ask the U.S. Bankruptcy Court for the Western District of Texas, Austin Division for relief from the automatic stay with respect to a 1,559.418 acre tract of real property located in Hays County Texas ("Collateral"). Debtor Ranch 967 LLC executed a promissory note payable to the order of Rockafellow Investments, LLC, et. al. in the original principal sum of $10,296,000.00. The note was secured by a deed of trust covering the collateral. Berry D. Spears, Esq., at Locke Lord LLP, in Austin, Texas, tells the Court that the unpaid balance of the Movants' claims secured by the Collateral was $11,500,491 as of the Petition Date. Mr. Spears further tells the Court that additional unpaid post-petition interest has continued to accrue on the Movants' claims since the Debtor filed its Chapter 11 petition. He relates that the appraiser conducted an analysis of the Collateral and concluded that it had a market value of $13,975,000 as of May 25, 2015. Mr. Spears contends that the Debtor has never made a principal payment on the Note since its origination on Nov. 26, 2013 and that the Debtor has made three interest-only payments on the Note, but the bulk of these payments came from an escrow account that was created when the Note was executed. Mr. Spears further contends that the Plan does not have a reasonable possibility of being confirmed and that the Debtor's failure to make monthly payments also establishes cause to modify the stay. Mr. Spears relates that Rockafellow Investments, LLC, et. al. Request that the stay be modified to allow them to: (a) post the Collateral for foreclosure on or before Nov. 9, 2015; (b) send all notices required by the note, the deed of trust, or applicable state law; and enforce all rights and remedies available to them under the note, the deed of trust and/or applicable state law, including the right to foreclose on the Collateral. The Debtors are represented by: Berry D. Spears, Esq. Stephen J. Humeniuk, Esq. LOCKE LORD LLP 600 Congress Ave., Suite 2200 Austin, Texas 78701 Telephone: (512)305-4700 Facsimile: (512)305-4800 E-mail: bspears@lockelord.com stephen.humeniuk@lockelord.com About Ranch 967 LLC Ranch 967 LLC was formed to acquire and develop approximately 1,559 acres of real estate located in Dripping Springs, Texas. Its managing members are Brady Oman of Austin, Texas and Frank Carmel from Bethesda, Maryland. Ranch 967 purchased the property in November 2013 for $10.1 million, financed by a loan from a consortium of lenders located in Texas under a single loan of $10,296,000. The Company's intent was to subdivide the property into 15 large executive ranches, build the access road to the individual ranches, install underground electrical access, an entrance gate and other improvements to the property originally planned to be known as "O Bar Ranch". Though the Company has been successful in taking steps to develop the project and generate interested buyers of both lots and bulk sales, the lenders did not extend the Nov. 25, 2015 maturity date of the indebtedness. A foreclosure sale scheduled by the lenders prompted Ranch 967 LLC to file a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 15-10314) on March 3, 2015. The petition was signed by Frank J. Carmel, the managing member. The Debtor disclosed $22,500,000 in assets and $12,979,971 in liabilities as of the Chapter 11 filing. Judge Tony M. Davis presides over the case. On March 31, 2015, the U.S. Trustee filed its notice that it did not intend to appoint a committee of unsecured creditors in the Chapter 11 Case. The Debtor in April 2015 won approval to hire Taube Summers Harrison Taylor Meinzer Brown as counsel, and Aegis Group, Inc. as its appraiser. The lenders sought and obtained entry of an order declaring that the Ranch 967 bankruptcy case is a single asset real estate proceeding subject to 11 U.S.C. Sec. 362(D)(3). RAVENS PENTHOUSE: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Ravens Penthouse LLC 8601 Robert Fulton Drive, Suite 220 Columbia, MD 21046 Case No.: 15-24604 Chapter 11 Petition Date: October 21, 2015 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. Robert A. Gordon Debtor's Counsel: Gary R. Greenblatt, Esq. MEHLMAN, GREENBLATT & HARE, LLC 723 South Charles Street, Suite LL3 Baltimore, MD 21230 Tel: (410) 547-0300 Fax: (410) 547-7474 Email: grgreen@mehl-green.com Total Assets: $4.76 million Total Liabilities: $4.26 million The petition was signed by Timothy R. Hearn, manager. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb15-24604.pdf RELATIVITY MEDIA: Ryan Kavanaugh-Led Group Clinches Control of Co. ------------------------------------------------------------------ Tom Corrigan, writing for Dow Jones' Daily Bankruptcy Review, reported that investors led by Relativity Media LLC's founder and chief executive, Ryan Kavanaugh, have completed a deal to take control of the Hollywood studio the same week the company announced it completed the sale of its television business to senior lenders. According to the report, Mr. Kavanaugh's investors include supermarket mogul Ron Burkle, Chicago-based investor Joseph Nicholas and Orinda, Calif.-based VII Peaks Capital LLC, court papers show. The group said it had completed transactions allowing it to take control of what remains of Relativity, buying out all but $60 million of the company's senior debt for $65 million in cash, the report related. About Relativity Fashion Based in New York, Relativity Fashion LLC dba M3 Relativity -- http://relativitymedia.com/-- is a privately-held entertainment company with an integrated and diversified global media platform that provides, among other things, film and television financing, production and distribution. Relativity was founded in 2004 by Ryan Kavanaugh as a films late cofinancier partnering with major studios such as Sony and Universal. In addition, the Company engages in content production and distribution, including movies, television, fashion, sports, digital and music. The Company and its affiliates filed for Chapter 11 protection on July 30, 2015 (Bankr. S.D.N.Y. Lead case No. 15-11989). Judge Michael E. Wiles presides over the Debtors' Chapter 11 cases. Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at SHEPPARD MULLIN RICHTER & HAMPTON LLP, and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at JONES DAY, represent the Debtors in the bankruptcy cases. The Debtors reported total assets of $559.9 million, and total debts: $1.1 billion as of Dec. 31, 2014. On August 7, 2015, the U.S. Trustee for Region 2 appointed seven creditors to serve on the Debtors' official committee of unsecured creditors. The creditors are Allied Advertising Limited Partnership, Carat USA Inc., Cinedigm Corp., Comen VFX LLC, Create Advertising Group LLC, NBC Universal, and Technicolor Inc. ROBERT J. MEIER: Objections to Ex-Wife's $300K Claim Overruled -------------------------------------------------------------- Judge Jack B. Schmetterer of the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, overruled the objections and denied the motions attacking the opinion allowing an ex-wife's $300,000 claim as a priority claim. While Robert Meier's bankruptcy case was in Chapter 11, he did not make any payments to Martha Maggiore for support as required by his divorce. After the conversion to Chapter 7, Martha amended her proof of claim to add a priority unsecured claim for missed payments under the Marriage Settlement Agreement. Edward Shrock objected. That objection was overruled and Martha's claim for $300,000 as a priority claim was allowed. Shrock then moved to vacate the order overruling his objection. Robert's bankruptcy counsel, Bauch & Michaels, LLC, and special counsel, Nixon Peabody, LLP, who are also creditors in the case filed a motion to reconsider the second opinion and resulting order. A scheduling order was issued requiring any other objections to be filed by July 31, 2015, and setting a briefing schedule. The Chapter 11 Counsel then filed an objection, which was a verbatim copy of its motion for reconsideration. The case is captioned In re: Robert J. Meier, Chapter 7 (Converted from Chapter 11), Debtor, BANKRUPTCY NO. 14-BK-10105 (Bankr. N.D. Ill.). A full-text of Judge Schmetterer's Memorandum Opinion dated September 15, 2015, is available at http://is.gd/GN8YmBfrom Leagle.com. ROSETTA RESOURCES: Moody's Withdraws Ba3 Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service has withdrawn all of its ratings for Rosetta Resources Inc. The withdrawals follow Rosetta's acquisition by Noble Energy, Inc. (Noble, Baa2 stable) in July 2015 and the subsequent repayment of all of Rosetta's outstanding debt. Ratings Withdrawn: Issuer: Rosetta Resources Inc. Ba3 Corporate Family Rating Ba3-PD Probability of Default Rating SGL-3 Speculative Grade Liquidity Rating Outlook Action: Outlook, Changed To Rating Withdrawn From Rating Under Review RATINGS RATIONALE On July 20, 2015, stockholders of Rosetta approved the merger of Rosetta into a subsidiary of Noble. Subsequently, 99.4% of the outstanding Rosetta senior notes were tendered for exchange into Noble senior notes with the same terms. Noble called for and redeemed the remaining approximately $11 million aggregate principal amount of Rosetta senior notes. Rosetta Resources Inc. is an independent exploration and production company headquartered in Houston, Texas that was acquired by Noble Energy, Inc. in July 2015 in a $3.7 billion all-stock deal, including Rosetta's $1.8 billion of net debt. SAINT MICHAEL'S: Court OKs CohnReznick LLP as Panel's Advisor ------------------------------------------------------------- The Official Committee of Unsecured Creditors of Saint Michael's Medical Center, Inc. and its debtor-affiliates sought and obtained permission from the Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey to retain CohnReznick LLP as financial advisor to the Committee, nunc pro tunc to August 19, 2015. The Committee requires CohnReznick LLP to: (a) at the request of Committee's counsel, analyze and review key motions to identify strategic financial issues in the case; (b) gain an understanding of the Debtor's corporate structure, including non-Debtor entities; (c) perform a preliminary assessment of the Debtor's DIP budgets; (d) establish reporting procedures that will allow for the monitoring of the Debtor's post-petition operations and sales efforts; (e) develop and evaluate alternative sales strategies; (f) open independent lines of communication with regulatory and political contacts; (g) scrutinize proposed transactions, including the assumption and/or rejection of executory contracts; (h) identify, analyze and investigate transactions with non- debtor entities and other related parties; (i) monitor Debtor's weekly operating results; (j) analyze Debtor's budget to actual results on an ongoing basis for reasonableness and cost control; (k) communicate findings to the Committee; (l) perform forensic accounting procedures, as directed by the Committee and Counsel; (m) investigate and analyze all potential avoidance action claims; (n) prepare preliminary dividend analyses to determine the potential return to unsecured creditors; (o) review the reasonableness of any proposed key employee retention plan; (p) monitor the sales process and supplement the lists of potential buyers; (q) assist the Committee and its counsel in negotiating the key terms of a plan of reorganization of plan of liquidation; and (r) render assistance as the Committee and its counsel may deem necessary. CohnReznick LLP will be paid at these hourly rates: Partner/Senior Partner $600-$810 Manager/Senior Manager/ Director $440-$630 Other Professional Staff $295-$430 Paraprofessional $195 CohnReznick LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Bernard A. Katz, retired senior partner of CohnReznick LLP, 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. CohnReznick LLP can be reached at: Bernard A. Katz COHNREZNICK LLP 1212 Avenue of the Americas New York, NY 10036 Tel: (212) 297-0400 About Saint Michael's Medical Center Saint Michael's Medical Center, Inc., was incorporated in 2008 to acquire St. Michael's Medical Center and 2 other now defunct hospitals (Saint James Hospital and Columbus Hospital) was acquired from Cathedral Healthcare System Inc., a New Jersey nonprofit. SMMC is a second tier subsidiary of Trinity Health Corporation. The immediate sole corporate member of SMMC is Maxis Health System, a Pennsylvania not-for-profit corporation. Established by the Franciscan Sisters of the Poor in 1867, St. Michael's Medical Center is a 357- bed licensed regional tertiary-care, teaching, and research center in the heart of Newark, New Jersey's business and educational district and is accredited by The Joint Commission. On Aug. 10, 2015, SMMC Inc. and three affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of New Jersey. The cases are pending before the Honorable Vincent F. Papalia, and the Debtors have requested that their cases be jointly administered under Case No. 15-24999. The Debtors tapped Cole Schotz P.C. as bankruptcy counsel; EisnerAmper LLP as financial advisor; and Prime Clerk LLC as claims and noticing agent. SMMC estimated $100 million to $500 million in assets and debt. SAMSON RESOURCES: Can Hire Klehr Harrison as Co-Counsel ------------------------------------------------------- Samson Resources Corporation and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Klehr Harrison Harvey Branzburg LLP as their co-counsel. Responses for the Debtors' application must be filed by Nov. 6, 2015, at 4:00 p.m. at 824 Market Street, Third Floor in Wilmington, Delaware. A hearing to consider the Debtors' request has yet to determine. Objections, if any, are due Nov. 6, 2015, at 4:00 p.m. The firm will: a) provide legal advice regarding local rules, practices, precedent, and procedures and provide substantive and strategic advice on how to accomplish the Debtors' goals in connection with the prosecution of these cases, bearing in mind that the Court relies on co-counsel as the firm to be involved in all aspects of each of the bankruptcy proceeding; b) appear in Court, depositions, and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Debtors as their co-counsel; c) attend meetings and negotiate with representative of creditors and other parties in interest; d) review, comment and prepare drafts of documents and discovery materials to be filed with the Court as co-counsel to the Debtors an served on parties on third parties in these Chapter 11 cases; e) advise and assist the Debtors with respect to the reporting requirements of the United States Trustee; f) take all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims and filed against the Debtors' estates; g) perform various services in connection with the administration of these cases, including, without limitation: i) preparing, certificates of no objection, certifications of counsel, notices of fee applications and hearings, agendas, and hearing binders of documents and pleadings; ii) monitoring the docket for filing and coordinating the K&E on pending matters that need response; iii) preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters and the deadlines associated with the same; iv) generally prepare and assist in preparation, and file on behalf of the Debtors all necessary motions, notices, applications, answers, orders, reports and papers in support of positions taken by the Debtors; and v) handling inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these cases and coordinating with Kirkland & Ellis International LLP ("K&E") on any necessary response; and h) perform all other services assigned by the Debtors, in consultation with K&E, to the firm as co-counsel to the Debtors, and to the extent the firm determines that such services fall outside of the scope of services historically or generally performed by the firm as co-counsel in a bankruptcy proceeding, the firm will file a supplemental declaration. The firm's currently hourly rates for matters related to these Chapter 11 cases: Designation Hourly Rate ----------- ----------- Partners $360-$700 Counsel $300-$450 Associates $230-$425 Paralegals $150-$300 Andrew Kidd, Esq., senior vice president and general counsel of the Debtors, assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Samson Resources Samson Resources Corporation, et al., filed Chapter 11 bankruptcy petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015. Philip W. Cook signed the petition as executive vice president and chief financial officer. The Debtors estimated assets and liabilities of more than $1 billion. Samson is an onshore oil and gas exploration and production company with interests in various oil and gas leases primarily located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming. The Operating Companies operate, or have royalty or working interests in, approximately 8,700 oil and gas production sites. Samson was acquired by KKR and Crestview from Charles Schusterman in December 2011 for approximately $7.2 billion. The investor group provided approximately $4.1 billion in equity investments as part of the purchase price. Kirkland & Ellis LLP represents the Debtors as general counsel. Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel. Alvarez & Marsal LLC acts as the Debtors' financial advisor. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. Garden City Group, LLC serves as claims and noticing agent to the Debtors. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors of Samson Resources Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. SAMSON RESOURCES: Files Statements and Schedules ------------------------------------------------ Samson Resources Corporation filed with the U.S. Bankruptcy Court for the District of Delaware its statements of financial affairs, and schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property $4,245,253,234 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $1,953,122,364 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-Priority Claims $2,378,653,125 -------------- -------------- Total $4,245,253,234 $4,331,775,489 (+ Undetermined (+ Undetermined Amounts) Amounts) A copy of the schedules is available for free at http://is.gd/E3E5Up About Samson Resources Samson Resources Corporation, et al., filed Chapter 11 bankruptcy petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015. Philip W. Cook signed the petition as executive vice president and chief financial officer. The Debtors estimated assets and liabilities of more than $1 billion. Samson is an onshore oil and gas exploration and production company with interests in various oil and gas leases primarily located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming. The Operating Companies operate, or have royalty or working interests in, approximately 8,700 oil and gas production sites. Samson was acquired by KKR and Crestview from Charles Schusterman in December 2011 for approximately $7.2 billion. The investor group provided approximately $4.1 billion in equity investments as part of the purchase price. Kirkland & Ellis LLP represents the Debtors as general counsel. Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel. Alvarez & Marsal LLC acts as the Debtors' financial advisor. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. Garden City Group, LLC serves as claims and noticing agent to the Debtors. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors of Samson Resources Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. SANDISK CORP: S&P Puts 'BB+' CCR on CreditWatch Negative -------------------------------------------------------- Standard & Poor's Ratings Services placed all of its ratings, including its 'BB+' corporate credit rating, on Milpitas, Calif.-based SanDisk Corp. on CreditWatch with negative implications. "The CreditWatch placement follows SanDisk's announcement that Western Digital will acquire the company," said Standard & Poor's credit analyst Jenny Chang. "We anticipate that initial gross leverage will increase to the mid- to high-3x area, pro forma for the transaction," Ms. Chang added. SBMC HEALTHCARE: Court Stikes Amended Motion to Convert Case ------------------------------------------------------------ The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas struck Marty McVey's amended motion to convert the Chapter 11 case of SBMC Healthcare, LLC, to one under Chapter 7 of the Bankruptcy Code. The Debtor requested that the Court strike the motion to convert, delay ruling on pending fee applications; or for order requiring Liquidating Trustee to account for all post-confirmation financial transactions. About SBMC Healthcare Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey & Co. Investments LLC. It filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-33299) on April 30, 2012. The petition was signed by the president of McVey & Co. Investments LLC, sole manager. The Debtor disclosed $40,149,593 in assets and $13,108,268 in liabilities as of the Chapter 11 filing. Marilee A. Madan, P.C. in Houston, Texas, is the Debtor's general bankruptcy counsel. Millard A. Johnson, Esq., and Sara Mya Keith, Esq., at Johnson DeLuca, Kurisky & Gould, P.C., in Houston, serve as the Debtor's special bankruptcy counsel. Judge Jeff Bohm presides over the case. The Official Committee of Unsecured Creditors is represented by Hall Attorneys, P.C. The Committee retained BMC Group, Inc., to assist with the compilation, administration, evaluation, and production of documents and information necessary to support the Committee's duties. SCARBOROUGH-ST. JAMES: Bankruptcy Case Dismissed ------------------------------------------------ Judge Laurie Selber Silverstein of the United States Bankruptcy Court for the District of Delaware granted Scarborough-St. James Corporation's motion to dismiss its Chapter 11 case. The Debtor filed a voluntary petition under chapter 11 on March 19, 2015. Since that time, the Court has issued three substantive rulings. The first two rulings are embodied in that certain Order granting Landlord 67500 South Main Street, Richmond, LLC's Motion for Relief from the Automatic Stay and denying Landlord's Motion for Adequate Protection which issued in connection with that certain opinion of the same date. The third substantive ruling, a bench ruling, granted Landlord's motion for an order directing the surrender of the Shopping Center after Debtor failed to assume or reject, within the time permitted to do so, that certain Amended and Restated Intermediate Lease made as of June 26, 2006. The Debtor moved to dismiss its Chapter 11 case arguing that because of the relief granted by the Court, there is no remaining purpose for Debtor to remain in the bankruptcy case. The case is captioned In re: Scarborough-St. James Corporation, Chapter 11, Debtor, CASE NO. 15-10625 (LSS)(Bankr. D. Del.). A full-text copy of Judge Silverstein's memorandum dated September 24, 2015, is available at http://is.gd/9rznsafrom Leagle.com. Scarborough-St. James Corporation, Debtor, represented by Ian Connor Bifferato, Esq. -- cbifferato@bifferato.com -- BIFFERATO LLC, Michael T. Conway, Esq. -- michael.conway@leclairryan.com -- LECLAIRRYAN, A PROFESSIONAL CORPORATION, Thomas F. Driscoll III, Esq. -- tdriscoll@bifferato.com -- BIFFERATO LLC United States Trustee, U.S. Trustee, represented by Timothy Jay Fox Jr., Office of the United States Trustee. About Scarborough-St. James Headquartered in New York, New York, Scarborough-St James Corporation filed for Chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17966). Michael T. Conway, Esq., at Lazare Potter Giacovas & Kranjac, LLP represent the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed both estimated debts and assets of more than $10 million. SEARS METHODIST: Has Authority to Enter into Substitution Agreement ------------------------------------------------------------------- Judge Stacey G.C. Jernigan of the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, granted the motion of Odessa Methodist Housing, Inc., Sears Methodist Retirement System, Inc. and Sears Permian Retirement Corporation seeking authority to enter into a substitution agreement with retirement housing foundation, approval of the pro rata distribution of the reimbursement payment to bankruptcy professionals, and dismissal of the Chapter 11 case of Odessa Methodist Housing, Inc. The Debtors are authorized and directed to take any and all actions necessary or appropriate to perform, consummate, implement and close fully on the Substitution Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the Substitution Agreement and all transfers and actions contemplated therein. The Debtors and RHF may enter into any amendment, supplement, or modification to the Substitution Agreement that is not material or is not adverse to the Debtors' estates without the need of further notice and hearing or Court order upon approval by HUD. Further, the failure to specifically include any particular provision of the Substitution Agreement in the Order will not diminish or impair the efficacy of such provisions, it being the intent of the Court that the Substitution Agreement with RHF and each and every provision, term and condition thereof be, and therefore is, authorized, approved and ratified in its entirety. SMRS is authorized and directed to distribute the Reimbursement Payment to the Bankruptcy Professionals in accordance with the waiver of further fees and expenses by the Bankruptcy Professionals and in full and final satisfaction of all unpaid fees and expenses incurred by such professionals in connection with the HUD Cases. The services provided by the Bankruptcy Professionals to or in connection with OMH and the OMH Chapter 11 Case will be deemed terminated upon payment of the Reimbursement Payment and dismissal of the OMH Chapter 11 Case. A&M will continue to provide services to OMH for a reasonable time after the dismissal of the OMH Chapter 11 Case related to the transfer of SMRS's and Permian's powers and responsibilities over OMH and operations of Desert Haven to RHF. A&M will not receive any compensation, other than its pro rata share of the Reimbursement Payment described in Paragraph 34 of the Motion, in exchange for the transition services described in the prior sentence. The OMH Chapter 11 Case will be dismissed immediately upon entry of the Order. The Substitution Agreement will allow OMH to continue to operate as a non-profit entity providing low-income housing to seniors. In addition, the Substitution Agreement will allow for a smooth transition of the operations of Desert Haven from SMRS to a RHF-affiliated entity or other qualified management company. The Substitution Agreement was negotiated in good faith and at arm’s length with a unrelated company dedicated to providing housing to more than 20,000 people in need. HUD, as OMH's only secured creditor with a security interest in substantially all of OMH's assets, has issued final and unconditional approval of the MTPA and believes that the transfers contemplated by the Substitution Agreement are in the best interests of the low income residents of Desert Haven. Sears Methodist Retirement System, Inc., et al. are represented by: Vincent P. Slusher, Esq. Andrew Zollinger, Esq. 1717 Main Street, Suite 4600 Dallas, TX 75201-4629 Tel: (214) 743-4500 Fax: (214) 743-4545 Email: vincent.slusher@dlapiper.com andrew.zollinger@dlapiper.com -- and -- Thomas R. Califano, Esq. DLA PIPER LLP (US) 1251 Avenue of the Americas New York, NY 10020-1104 Tel: (212) 335-4500 Fax: (212) 335-4501 Email: thomas.califano@dlapiper.com About Sears Methodist Sears Methodist Retirement System Inc. provides luxurious residency to seniors. The system includes: (i) eight senior living communities located in Abilene, Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans homes located in El Paso, McAllen and Big Spring, Texas, managed by Senior Dimensions, Inc., pursuant to contracts between SDI and the Veterans Land Board of Texas; and (iii) Texas Senior Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA") and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as applicable, management and insurance services to the System. Sears Methodist Senior Housing, LLC, is the general partner of, and controls .01% of the interests in, Canyons Senior Living, L.P. ("CSL"). Sears Methodist and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-32821) on June 10, 2014. The cases are assigned to Judge Stacey G. Jernigan. The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob S. Frumkin, Esq., at DLA Piper LLP (US), in New York. The Debtors' financial advisor is Alvarez & Marsal Healthcare Industry Group, LLC, while the Debtors' investment banker is Cain Brothers & Company, LLC. The Debtors' notice, claims and solicitation agent is GCG Inc. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The Official Committee of Unsecured Creditors is represented by Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at Greenberg Traurig, LLP, in Dallas, Texas. SHINGLE SPRINGS: Moody's Affirms 'B2' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service affirmed Shingle Springs Tribal Gaming Authority's Corporate Family Rating at B2, its Probability of Default Rating at B2-PD, and its $260 million senior unsecured notes due 2021 at B2. The B1 rating on the company's existing its $15 million revolver due 2016 and $193 million term loan B (outstanding) due 2019 will be withdrawn once the transaction closes. The company has a stable rating outlook. The proposed bank facility (unrated), made up of a $40 million senior secured priority revolver and $150 million senior secured term loan B -- both due 2020 -- will be used along with about $43 million in cash to refinance the existing bank facility in full. The $40 million reduction in debt will cause leverage to improve to 2.9x from 3.2x and the approximate $7 million in annual interest savings will improve interest coverage to about 3.7x. "Despite the benefits of the proposed refinancing, including improved leverage, pushed out maturities, and stronger interest coverage, Shingle Springs' ratings are still constrained by its small scale in terms of revenue especially given its lack of geographic diversification", said Peter Trombetta, an analyst at Moody's. Ratings affirmed: Corporate Family Rating at B2 Probability of Default Rating at B2-PD $260 million senior unsecured notes due 2021 at B2 (LGD4) Ratings affirmed and to be withdrawn when the transaction closes: Existing $15 million senior secured first out revolver expiring in 2016 at B1 (LGD3) Existing $193 million (outstanding) senior secured term loan due 2019 at B1 (LGD3) RATINGS RATIONALE Shingle Spring's B2 CFR takes into consideration its small size in terms of revenue and single asset profile which subjects it to greater risks than a multi-facility, more geographically diverse gaming company. Shingle Spring's lack of diversification increases its vulnerability to regional economic swings, market conditions, promotional activity, and earnings compression. The rating is supported by the company's good credit metrics -- pro forma debt/EBITDA is 2.9x and EBIT/interest is 3.9x -- and its stable performance despite the opening of the larger Graton Rancheria casino north of San Francisco. The stable rating outlook reflects Moody's view that Shingle Springs will continue to generate good free cash flow and maintain debt/EBITDA of about 3.0 times and EBIT/interest expense of about 3.5 times. Shingle Spring's ratings could be downgraded if earnings deteriorate for any reason such that debt/EBITDA approaches 5.0 times or EBIT/interest approaches 2.0 times. Shingle Spring's ratings could be upgraded if the company can grow its earnings, maintain positive free cash flow and good liquidity, as well as continue to exhibit conservative financial policy in terms of its tribal distributions. The Shingle Springs Tribal Gaming Authority is an unincorporated governmental authority of the Shingle Springs Band of Miwok Indians. The Authority was formed to develop, own and operate the Red Hawk Casino, which opened on December 17, 2008 near Sacramento, California. The casino features over 2,350 gaming machines, 60 table games, a six-table poker room, and other amenities. SIGNAL INTERNATIONAL: Stay Modified for 2nd Cir. to Rule on Appeal ------------------------------------------------------------------ Judge Mary F. Walrath of the United States Bankruptcy Court for the District of Delaware modified the automatic stay to permit the continued consideration of an appeal filed by Signal International LLC to the U.S. Court of Appeals for the Second Circuit. Pursuant to the Order, the automatic stay is modified solely to the extent necessary to permit the Second Circuit to continue considering SI LLC's appeal from the insurance judgment in favor of Max Specialty; provided that, the provisions of Section 362 of the Bankruptcy Code, including, without limitation, those provisions prohibiting the execution, enforcement or collection in connection with the Insurance Judgment from and against any assets or properties of the Debtors' estates will otherwise remain in full force and effect, and neither Max Specialty nor any of their agents, attorneys or representatives will take any action or attempt to cause any action to be taken to collect all or any portion of the Insurance Judgment from the assets or properties of the Debtors’ estates. The Debtors are authorized to take such steps that are necessary to implement the Order. Fireman's Fund Insurance Company, National Liability and Fire Insurance Company and QBE Marine & Energy Syndicate 1036 join in the Debtors' motion for an order modifying the automatic stay, telling the Court that all parties agree that the Second Circuit should proceed to issue its decision, as the matter has been fully briefed. Allowing the Second Circuit to proceed to issue its judgment is necessary to determine and administer the Debtors’ estates. Lifting the automatic stay in this instance is in the best interests of the Debtors and their estates. Fireman's Fund Insurance Company, National Liability and Fire Insurance Company and QBE Marine & Energy Syndicate 1036 are represented by: William D. Sullivan, Esq. William A. Hazeltine, Esq. Elihu E. Allinson III, Esq. SULLIVAN ∙ HAZELTINE ∙ ALLINSON LLC 901 North Market Street, Suite 1300 Wilmington, DE 19801 Tel: (302) 428-8191 Fax: (302) 428-8195 Email: bsullivan@sha-llc.com whazeltine@sha-llc.com zallinson@sha-llc.com - and - John A.V. Nicoletti, Esq. Val Wamser, Esq. NICOLETTI HORNIG & SWEENEY Wall Street Plaza 88 Pine Street New York, NY 10005 Tel: (212) 220-3830 Fax: (212) 220-3780 Email: jnicoletti@nicolettihornig.com vwamser@nicolettihornig.com About Signal International Signal International Inc. -- http://www.signalint.com/-- primarily engages in the business of offshore drilling rig overhaul, repair, upgrade, and conversion, as well as new shipbuilding construction. Additionally, Signal provides services to the general marine and heavy fabrication markets for barges, power plants, and modular construction. Signal International, LLC ("SI LLC"), was organized on Dec. 6, 2002, as a limited liability company after acquiring the assets of the Offshore Division of Friede Goldman Halter from bankruptcy. SI Inc. was incorporated on Oct. 12, 2007, and began operations with offshore fabrication and repair in Mississippi. Signal's corporate headquarters are in Mobile, Alabama, with operations in Alabama and Mississippi, and a sales office in Texas. On Oct. 3, 2014, Signal International Texas, L.P., sold substantially all of its assets to Westport Orange Shipyard, LLC, in a partially seller-financed transaction for a total purchase price of $35,900,000. As part of the transaction, Westport provided a down payment of $7,000,000 and delivered a promissory note in the principal amount of $28,900,000 to SI Texas due on or before Oct. 3, 2019 (the "Texas Note"). On July 12, 2015, SI Inc. and its direct and indirect wholly owned subsidiaries, including SI LLC, commenced cases under chapter 11 of title 11 of the United States Code (Bankr. D. Del. Lead Case No. 15-11498). The Debtors tapped Young Conaway Stargatt & Taylor LLP as bankruptcy counsel, Hogan Lovells US LLP as general corporate counsel, GGG Partners, LLC, as financial and restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent. Signal International Inc. estimated $10 million to $50 million in assets and $50 million to $100 million in debt. The U.S. Trustee for Region 3 appointed seven creditors to serve on the official committee of unsecured creditors. STAR WEST: Moody's Puts Ba3 Rating Under Review for Downgrade ------------------------------------------------------------- Moody's Investors Service placed Star West Generation, LLC's (Star West or SWG) Ba3 senior secured credit facilities under review for downgrade. The facilities consist of a currently outstanding $693 million senior secured term loan B due March 2020 and a $100 million senior secured revolving credit facility due March 2018. RATINGS RATIONALE The review for downgrade stems from the announcement on September 21, 2015 that Star West intends to sell off its contracted portfolio of assets in California to AltaGas (unrated) for approximately $642 million. These assets consist of the 330MW Tracy combined cycle facility and the 97MW Hanford and 97MW Henrietta peaking units, collectively referred to as GWF Energy (GWF, unrated). "The potential divestiture of the GWF assets means Star West would lose meaningful cash flow which would otherwise support Star West's debt" said Moody's analyst Charles Berckmann. Currently the loan agreement does not permit a sale of the GWF assets. Moody's calculates that GWF provides greater cash flow on a relative basis as measured by cash flow generated per megawatt-hour (MWh). On an absolute basis, the free, distributable cash flow from the GWF assets also exceeds the post-debt service cash flow that SWG is able to provide, even though SWG is twice the size of the GWF assets measured by total nominal capacity. Moody's review will focus on SWG's ultimate plans following the announced transaction and whether the existing loan agreements could potentially accommodate the sale of the GWF Energy Assets and, if so, the extent of the use of proceeds from the sale. Star West owns the 570 MW Griffith and the 579 MW Arlington Valley natural gas-fired, combined-cycle power generation projects in Arizona. Arlington is contracted on a summer-basis only through 2019 with an investment grade utility in Arizona while Griffith has a summer-only tolling agreement through 2017 with Nevada Power Company (Baa1, stable). Star West also owns GWF Energy, LLC (GWF Energy), which in turn owns the 96 MW Hanford and 96 MW Henrietta peaking units, and the 335 MW Tracy combined cycle plant. All of the GWF Energy facilities are located in California and have long-term contracts through 2022 with Pacific Gas & Electric (PG&E: A3, stable). Star West is wholly owned by a subsidiary of Oaktree Capital Management. SURFACEMAX INC.: Precision 2000's Bis to Dismiss Suit Denied ------------------------------------------------------------ Judge David M. Warren of the United States Bankruptcy Court for the Eastern District of North Carolina, Wilmington Division, denied Precision 2000, Inc.'s motion to dismiss a complaint filed against it by Surfacemax, Inc. In a memorandum opinion and order dated September 25, 2015, a full-text copy of which is available at http://is.gd/YGJyQifrom Leagle.com, Judge Warren: (1) denied the Motion to Dismiss the Complaint; (2) granted the Motion to Stay to allow Precision, and the Debtor to arbitrate the breach of contract claim, unjust enrichment and quantum meruit claim, conversion claim, UDTP Claim and turnover claim consistent with the terms of the Agreement; (3) for the parties to promptly schedule the arbitration. If the arbitration is not promptly scheduled, either party may request a hearing before this court to determine the appropriate action to ensure the Debtor's claims are expeditiously heard; (4) for the parties to notify the court within 14 days of any ruling by the arbitrator relating to the claims between the parties; and (5) retained jurisdiction over this Adversary Proceeding, and upon notification by the parties of the outcome of arbitration, the court shall schedule a status conference on the Complaint. The adversary proceeding is SURFACEMAX, INC., Plaintiff, v. PRECISION 2000, INC. and INTERNATIONAL FIDELITY INSURANCE CORPORATION, Defendants, ADVERSARY PROCEEDING NO. 14-00049-5-DMW(Bankr. E.D.N.C.). The bankruptcy case is captioned IN RE: SURFACEMAX, INC., Chapter 7, Debtor, CASE NO. 14-05896-5-DMW (Bankr. E.D.N.C.). SurfaceMax, Inc., Plaintiff, represented by Matthew W. Buckmiller, Esq. -- mbuckmiller@stubbsperdue.com -- STUBBS & PERDUE, P.A., William H. Kroll, Esq. -- wkroll@stubbsperdue.com -- STUBBS & PERDUE, P.A. Precision 2000, Inc., Defendant, represented by: William P Janvier, Esq. JANVIER LAW FIRM, PLLC 1101 Haynes St., Suite 102 Raleigh, North Carolina 27604 Phone: (919) 582-2323 Facsimile: (866) 809-2379 SurfaceMax, Inc., sought protection under Chapter 11 of the Bankruptcy Code on Oct. 9, 2014 (Bankr. E.D.N.C., Case No. 14-05896). The Debtor's counsel is Trawick H Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina. The petition was signed by Patricia A. Teague, president. T-L BRYWOOD: Hearing on Disclosures for Rival Plans Nov. 12 ----------------------------------------------------------- J. Philip Klingeberger will convene a hearing Nov. 12, 2015, at 10:30 a.m. to consider approval of the disclosure statements explaining the competing Chapter 11 plans proposed by debtor T-L Brywood LLC, and its secured creditor, RCG-KC Brywood, LLC. The Debtor has proposed a Chapter 11 Plan that provides for distributions to holders of allowed claims from funds realized from the continued operation of the Debtor's business. RCG-KC Brywood is proposing a Chapter 11 plan that lets RCG take control of the business in exchange for an equity infusion of $425,000, and conversion of its unsecured deficiency claim to equity. The Debtor and RCG on Sept. 25 each filed an amended disclosure statement explaining their proposed plans. Nov. 4, 2015, is fixed as the last day for filing and serving written objections to the Debtor's Disclosure Statement and RCG's Disclosure Statement. In the event a timely objection is filed, the Court may convert the Nov. 12 hearing to a pre-hearing conference as to any objection, and set the final hearing thereon at a later date upon further notice. Rival Plans The Debtor has filed a proposed plan of reorganization that provides that proposes to pay RCG for its $8,350,000 secured claim: (i) monthly interest payments at the annual interest rate of 5%, and (ii) payment of the balance of the principal on or before 5 years following the effective date. Holders of unsecured claims estimated at $124,000 will be paid 100% of the allowed amount of the claims in cash within 120 days of the Effective Date. Noteholder claims estimated at $999,000 will be paid 100% in cash, with 50% of the claims to be paid within 90 days of the Effective Date, and 5% of the balance every 90 days until the claims are paid in full. Existing interests in the Debtor will be cancelled. A new membership interest in the Debtor will be distributed to a joint venture in exchange for the joint venture's commitment to invest up to $4,200,000 in new capital to further develop the Brywood shopping center. RCG-KC Brywood, an entity formed by RCG Ventures Distressed Real Estate Opportunity Fund, LP, has filed a plan that provides for the reorganization of the Debtor through, among other things, a substantial cash infusion from RCG in exchange for a cancellation of all current equity interests in the Debtor and the issuance of shares in the Reorganized Debtor in favor of RCG. RCG is making an equity infusion of $525,000 and has agreed to convert its $3.91 million in unsecured deficiency claim to equity. Under RCG's plan, RCG will still be the primary secured creditor, with its $8.35 million claim to be paid in full no later than 10 years with interest at 5% per annum. RCG's unsecured deficiency claim of $3.14 million to $3.91 million will be converted to 100% of the new equity interests in the reorganized Debtor (0% to 0.5% recovery). Holders of general unsecured claims estimated at $161,000, Mesirow notes estimated at $812,000, and insider claims estimated at $1.02 million will each receive a pro rata share of $815,000 (estimated recovery at 40%). Holders of equity interests won't receive anything. Plan Timeline On May 23, 2013, the Debtors filed a Joint Plan of Reorganization, which was predicated, in part, upon the "deemed" substantive consolidation of T-L Brywood with affiliated debtors T-L Conyers LLC, T-L Smyrna LLC, T-L Cherokee South LLC and T-L Village Green LLC (collectively, "Other Related Debtors") for plan purposes, including distributions to creditors. RCG objected to the Debtor's Plan. On Oct. 7, 2013, the Bankruptcy Court entered an opinion sustaining RCG's objection and that of another secured lender in one of the affiliated cases, finding that the Debtor's Plan was not confirmable, and permitting the Debtor to file an amended plan. Pursuant to an agreed stipulation between the Debtor and RCG, the Debtor's appeal to the opinion was dismissed without prejudice on June 27, 2014. On April 25, 2014, the Debtors filed a First Amended Joint Plan of Reorganization. On Oct. 30, 2014, the Bankruptcy Court entered an order, among other things, (i) suspending further proceedings on disclosure statements and plans filed in the case and in affiliated debtors' cases, (ii) providing procedures for valuation of RCG's Secured Claim, and (iii) scheduling an evidentiary hearing in connection with such valuation. On Jan. 26, 2015, the Court entered an order, which, among other things, resolved disputes between RCG and the Debtor regarding valuation of the Brywood Centre by setting the value at $8,350,000 for the purposes of the Case. On Jan. 29, 2015, the Debtors' counsel, Crane, Heyman, Simon, Welch & Clar, filed a motion for allowance of $288,128 in fees and $4,932 in expenses for the period from Feb. 25, 2012 through Sept. 30, 2014, and the Debtor's "special counsel", Burke, Warren, MacKay & Serritella PC submitted the Motion for allowance of $77,490 in fees for the period from March 13, 2012 through Oct. 9, 2014, RCG filed objections to both the Crane Heyman Fee Application, seeking disallowance of $176,577.50 of Crane Heyman's requested fees and the Burke Warren Fee Application, seeking disallowance of $50,677 of Burke Warren's requested fees. RCG on Aug. 11, 2015, withdrew the objections, though reserving its rights as to final allowance of the requested compensation. On April 3, 2015, RCG filed a plan of reorganization and accompanying disclosure statement and filed a slightly amended plan on April 14, 2015 to address certain clarifying corrections to the original plan. The Debtor filed extensive objections to the RCG Disclosure Statement on May 14, 2015, saying that the Disclosure Statement should not be approved because it's explaining an unconfirmable plan. On June 17, 2015, the Court conducted a telephonic hearing and suspended the deadlines for filing amended plans and disclosure statements, pending (a) resolution of arrangements between RCG and the Debtor regarding examinations pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure regarding the Debtor and certain creditors (the "Rule 2004 Examinations") and (b) preparation of a joint notice regarding consideration of separate amended plans and disclosure statements to be filed by RCG and the Debtor concurrently. On June 29, 2015, the Other Related Debtors reached a settlement with lender MB Financial on the voluntary dismissal of the Chapter 11 cases of the Other Related Debtors. In light of the settlement, T-L Brywood had to substantially revise the First Amended Plan. On Aug. 6, 2015, the Court entered an agreed order authorizing RCG to conduct the Rule 2004 Examinations, which was amended on Sept. 22, 2015. RCG has issued document production requests to the Debtor and the other examination parties and is in the process of scheduling depositions as well. On Aug. 26, 2015, the Court conducted a telephonic hearing and entered a minute order directing RCG and the Debtor to file their respective amended plans and disclosure statements on Sept. 25, 2015. A copy of RCG's Disclosure Statement accompanying its Second Amended Plan of Reorganization for the Debtor, filed Sept. 25, 2015, is available for free at: http://bankrupt.com/misc/T-L_Brywood_532_RCG_2nd_Am_DS.pdf A copy of the Debtor's Second Amended Disclosure Statement filed in conjunction with its Second Amended Plan of Reorganization, filed Sept. 25, 2015, is available for free at: http://bankrupt.com/misc/T-L_Brywood_529_Debtor_2nd_Am_DS.pdf The Debtor's attorneys: David K. Welch, Esq. Arthur G. Simon, Esq. Jeffrey C. Dan, Esq. Brian P. Welch, Esq. CRANE, HEYMAN, SIMON, WELCH & CLAR 135 South LaSalle Street, Suite 3705 Chicago, IL 60603 Tel: (312) 641-6777 Fax: (312) 641-7114 Attorneys to RCG-KC Brywood: David J. Fischer, Esq. Phillip W. Nelson, Esq. LOCKE LORD LLP 111 South Wacker Drive Chicago, IL 60606 Telephone: 312-201-2000 Facsimile: 312-201-2555 E-mail: david.fischer@lockelord.com phillip.nelson@lockelord.com About T-L Brywood T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-09582) on March 12, 2012. The case was transferred to the U.S. Bankruptcy Court for the Northern District of Indiana (Case. 13-21804) on May 14, 2013. The petition was signed by Richard Dube, president of Tri-Land Properties, Inc., manager. Judge J. Philip Klingeberger oversees the case. T-L Brywood owns and operates a commercial shopping center known as the "Brywood Centre" -- http://www.brywoodcentre.com/-- in Kansas City, Missouri. The property encompasses roughly 25.6 acres and comprises 183,159 square feet of retail space. Related entities, T-L Conyers LLC, T-L Cherokee South, LLC, T-L Smyrna LLC, and T-L Village Green LLC sought Chapter 11 protection (Bankr. N.D. Ind. Case Nos. 13-20280, and 13-20282 to 13-20284) in Hammond, Indiana, on Feb. 1, 2013. T-L Conreys owns the Sale Gate Shopping Center in Conyers, Georgia. T-L Cherokee owns the Cherokee South Shopping Center in Overland Park, Kansas. T-L Smyrna owns the Crossings Shopping Center in Smyrna, Georgia. The Debtors are entities managed by Westchester, Illinois-based Tri-Land Properties, Inc., which sought Chapter 11 protection (Case No. 12-22623) on July 11, 2012. Tri-Land and an affiliate collectively manage a portfolio of 10 properties in Georgia, Indiana, Kansas, Minnesota, Missouri and Wisconsin. T-L Brywood disclosed total assets of $16.7 million and total liabilities of $14.0 million in its schedules. T-L Brywood is represented by David K. Welch, Esq., Arthur G. Simon, Esq., and Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in Chicago. * * * The secured lender in the Chapter 11 cases of T-L Conyers, T-L Smyrna, T-L Cherokee and T-L Village (collectively, "Other Related Debtors") was MB Financial N.A. The parties reached a settlement resolving all of the disputes that resulted in, among other things, the voluntary dismissal of the Chapter 11 cases of the Other Related Debtors. T-L Brywood and creditor RCG-KC Brywood, LLC, have filed competing plans in T-L Brywood's Chapter 11 case. TAYLOR-WHARTON INT'L: Unsecured Creditors Blast Quick Sale ---------------------------------------------------------- Matt Chiappardi at Bankruptcy Law360 reported that the newly minted unsecured creditors committee in Taylor-Wharton International LLC's bankruptcy on Oct. 18, 2015, blasted what it called the cryogenics company's "warp-speed" sale plans, arguing that the Debtor is trying to push through a transaction that only benefits secured lenders, and has all manner of allegedly problematic provisions. Taylor-Wharton's sale plans feature a $24 million stalking horse bid from Haier Medical and Laboratory Products USA Inc. About Taylor-Wharton Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12075) on Oct. 7, 2015. The petition was signed by Thomas Doherty as chief restructuring officer. Cryogenics is a leading designer, engineer and manufacturer of cryogenic equipment designed to transport and store liquefied atmospheric and hydrocarbon gases. Cryogenics has a single United States operation in Theodore, Alabama. Cryogenics is the direct or indirect parent of several foreign non-debtor subsidiaries which have manufacturing operations in China, Malaysia, Slovakia, and warehousing operations in Germany and Australia. The Debtors have engaged Reed Smith LLP as general bankruptcy counsel, Argus Management Corporation as interim management services provider, Stifel, Nicolaus & Company, Incorporated and Miller Buckfire & Company LLC as investment banker and Logan & Company, Inc., as noticing and claims agent. The Debtors estimated both assets and liabilities of $100 million to $500 million. O'Neal Steel Inc. is listed as the largest unsecured creditor holding a trade claim of $788,815. Judge Brendan Linehan Shannon is assigned to the case. TERRACE MORTGAGE: Case Summary & 7 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Terrace Mortgage Company 150 South Perry Street Lawrenceville, GA 30046 Case No.: 15-70231 Chapter 11 Petition Date: October 21, 2015 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: William A. Rountree, Esq. MACEY, WILENSKY & HENNINGS LLC Suite 4420, 303 Peachtree Street, NE Atlanta, GA 30308 Tel: 404-584-1200 Fax: 404-681-4355 Email: swenger@maceywilensky.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Craig A. Page, managing member of Courteous Capital, LLC, sole shareholder. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb15-70231.pdf THORNTON & CO: U.S. Trustee Seeks Chapter 7 Liquidation ------------------------------------------------------- The U.S. trustee overseeing the Chapter 11 case of Thornton & Co., Inc. asked a federal judge to convert the case to a Chapter 7 liquidation. In its motion, the U.S. Trustee for Region 2 said the company continues to suffer financial losses since it filed for bankruptcy protection, which warrants the conversion of its case. According to the agency, Thornton & Co.'s inventory value fell from $12.19 million to $9.67 million during its first 21 days in bankruptcy protection. Thornton & Co. also suffered a net loss of $1.19 million in its operations for that period, the U.S. trustee further said, citing data from the company's monthly operating report for August 2015. Once the case is converted to a Chapter 7 proceeding, a Chapter 7 trustee can finish the liquidation of the company's inventory and the collection of its accounts receivable, the agency said in the filing. In the same filing, the U.S. trustee asked Judge Ann Nevins of the U.S. Bankruptcy Court in Connecticut to dismiss the case if it isn't converted to one under Chapter 7. The motion is on Judge Nevins' calendar for December 3. About Thornton & Co. Thornton & Co., Inc. is an international distributor, trader and wholesaler of plastic resins, providing a full offering of polyethylene and polypropylene products. J. Paul Thornton, Jr. founded TCI in 1994. As of Aug. 1, 2015, TCI had 20 employees, consisting of 12 people at its Southington, Connecticut headquarters, and 8 sales representatives who work in various locations. Thornton & Co. sought Chapter 11 protection (Bankr. D. Conn. Case No. 15-21416) on Aug. 10, 2015, in Hartford, Connecticut. Judge Ann M. Nevins presides over the case. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor has tapped Green & Sklarz LLC as counsel, and Gordian Group as financial advisor. The U.S. trustee overseeing the Debtor's Chapter 11 case appointed five creditors to serve on the official committee of unsecured creditors. The creditors are Formosa Plastics Corp., Equistar Chemicals LP, Westlake Longview Corp., Celanese Performance Polymers and Sunteck Transport Co., Inc. The committee is represented by Reid & Riege P.C. TIERPOINT LLC: Moody's Says B3 CFR Unaffected by Windstream Deal ---------------------------------------------------------------- TierPoint LLC, on Oct. 19, 2015, announced it entered into a definitive agreement with Windstream to acquire Windstream's data center business in an all-cash transaction for $575 million. The deal is expected to close within the next two to four months. Funding for the transaction has not been disclosed, though we anticipate the deal will be funded with a combination of debt and equity. Moody's views the transaction as credit negative because credit metrics will likely deteriorate in the short-term. Leverage is expected to increase from the debt undertaken to fund the deal, and free cash flow will remain negative due to the high capital intensity of the data center industry. Also, the acquisition is at a large purchase price multiple of about 12.5x EBITDA. Despite the expected increase in leverage and high purchase price, TierPoint's B3 corporate family rating is unaffected as Moody's views the transaction to be beneficial in the longer-term for TierPoint. Windstream's data center business is similar and complementary to TierPoint's business, and Windstream's hosted managed services suite can also be leveraged with TierPoint's service offerings. The transaction will provide TierPoint with the added scale to become a more formidable competitor in the data center industry. TierPoint's B3 CFR reflects its small scale, high leverage and consistent negative free cash flow which results from its high capital intensity. The rating also incorporates Moody's concerns about the company's history of debt funded acquisitions. These limiting factors are offset by TierPoint's stable base of contracted recurring revenues and its position as a high quality colocation provider in the high-growth sector and its exposure to less competitive Tier II markets. Headquartered in St. Louis, MO, TierPoint, LLC is a provider of data center, managed hosting and cloud services. TLFO LLC: OK'd to Hire Epiq for Doc Review Services --------------------------------------------------- The Hon. Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the Southern District of Florida authorized TLFO, LLC, to enter into an agreement with Epiq EDiscovery Solutions, Inc., for document review services. Epiq will render review services in connection with current, pending discovery requests propounded in connection with the adversary proceeding TransUnion Risk and Alternative Data Solutions, Inc. v. The Best One, Inc., Adv. Proceeding No. 14-01793-PGH. The Debtor is further authorized to pay Epiq without further order of the Court. About TLO LLC nka TLFO LLC TLO LLC, a provider of risk-mitigation services, filed a petition for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 13-20853) on May 9, 2013, in West Palm Beach, Florida, near the company's headquarters in Boca Raton. The petition was signed by E. Desiree Asher, the CEO. Judge Paul G. Hyman, Jr., presides over the case. Robert C. Furr, Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the Debtor's counsel. Bayshore Partners, LLC is the Debtor's investment banker. Thomas Santoro and GlassRatner Advisory & Capital Group, LLC are the Debtor's financial advisors. Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at Genovese, Joblove & Battista, P.A., represent the Official Committee of Unsecured Creditors as counsel. The Debtor disclosed assets of $46.6 million and liabilities of $109.9 million, including $93.4 million in secured claims. The principal lender is Technology Investors Inc., owed $89 million. TII is owned by the estate of Hank Asher, the company's primary owner. On Dec. 13, 2013, the Court authorized the Debtor to sell its assets to TransUnion Holding Co. Inc., which emerged as the winner at an auction with a bid of $154 million. The Purchase Agreement required the Debtor to change its name. In March 2014, the Debtor changed its name from TLO, LLC to TLFO, LLC. TLFO LLC: Oversight Committee Terminated ---------------------------------------- Mariaelena Gayo-Guitian, Esq., at Genovese Joblove & Battista, P.A., attorney for the Oversight Committee in the Chapter 11 case of TLFO, LLC, notified the U.S. Bankruptcy Court for the Southern District of Florida of the termination and discharge of the Oversight Committee and its professionals. Ms. Gayo-Guitian said that the Oversight Committee has fulfilled its duties; and will have no further responsibilities under the Amended Plan or otherwise in respect of the case. On May 1, 2014, the Court entered the order confirming the Debtor's Amended Plan of Liquidation. The effective date of the Amended Plan occurred on May 16, 2014. On the Effective Date, the confirmed Amended Plan provided for, among other things, the establishment of an Oversight Committee, consisting of the members of the Committee to monitor the progress of the Plan Disbursing Agent in respect of Liquidating TLFO's assets and payment in full of all Allowed Unsecured Claims (plus Post Petition Interest) in accordance with the Amended Plan. On June 25, 2014, the Court approved the employment of Paul J. Battista and Genovese, Joblove & Battista, P.A. as counsel to the Post-Confirmation Oversight Committee. On July 16, 2014, the Court approved the employment of Thomas Santoro and GlassRatner Advisory & Capital Group, LLC, as financial advisors to the Oversight Committee. About TLO LLC nka TLFO LLC TLO LLC, a provider of risk-mitigation services, filed a petition for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 13-20853) on May 9, 2013, in West Palm Beach, Florida, near the company's headquarters in Boca Raton. The petition was signed by E. Desiree Asher, the CEO. Judge Paul G. Hyman, Jr., presides over the case. Robert C. Furr, Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the Debtor's counsel. Bayshore Partners, LLC is the Debtor's investment banker. Thomas Santoro and GlassRatner Advisory & Capital Group, LLC are the Debtor's financial advisors. Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at Genovese, Joblove & Battista, P.A., represent the Official Committee of Unsecured Creditors as counsel. The Debtor disclosed assets of $46.6 million and liabilities of $109.9 million, including $93.4 million in secured claims. The principal lender is Technology Investors Inc., owed $89 million. TII is owned by the estate of Hank Asher, the company's primary owner. On Dec. 13, 2013, the Court authorized the Debtor to sell its assets to TransUnion Holding Co. Inc., which emerged as the winner at an auction with a bid of $154 million. The Purchase Agreement required the Debtor to change its name. In March 2014, the Debtor changed its name from TLO, LLC to TLFO, LLC. TRIREME MEDICAL: Fears Bankruptcy After $20M Catheter Row Loss -------------------------------------------------------------- Daniel Langhorne at BankruptcyData reported that TriReme Medical urged a California federal judge on Oct. 14, 2015, to stay the payout of a $20 million judgment and waive any bond while it appeals its loss in a fight with rival AngioScore over a heart catheter design, saying putting up the money would put it out of business. U.S. District Judge Yvonne Gonzalez Rogers found after a bench trial in April that AngioScore Inc. board member Elitan Konstantino breached his fiduciary duties by developing a competing catheter for TriReme Medical LLC. VICTORY MEDICAL: Court Approves Texas Capital Bank Settlement ------------------------------------------------------------- Victory Medical Center Mid-Cities, LP and its affiliated Debtors sought for and obtained from the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, approval of its compromise with Texas Capital Bank ("TCB"). TCB is a creditor of Debtor Victory Medical Center – Craig Ranch, LP ("Craig Ranch") with respect to two separate promissory notes. The notes were guaranteed by Debtor, Victory Parent Company ("VPC"). One of the notes is secured by Craig Ranch equipment and the other note is secured by Craig Ranch accounts receivable. The notes were cross collateralized. The Debtors relate that TCB is selling the note secured by the accounts receivable and retaining the equipment note and it is being paid a downpayment of $500,000. The Debtors further relate that the balance due on the equipment note is approximately $2.2 million. The Debtors tell the Court that pursuant to the terms of the Settlement Agreement TCB has agreed to waive any unsecured deficiency claim against Craig Ranch and VPC resulting from any sale or other disposition of the equipment. The Debtors further tell the Court that based on an appraisal of the equipment provided by TCB, the unsecured deficiency claim being waived may exceed $1 million. The Debtor adds that in exchange, VPC and Craig Ranch have agreed to release any and all claims and causes of action they may hold against TCB. The Debtors contend that an entity known as HPRH Investments, LLC agreed to purchase the balance of the Accounts Receivable Note from TCB for $1 million. The Debtors are represented by: Edward L. Rothberg, Esq. Melissa A. Haselden, Esq. T. Josh Judd, Esq. HOOVER SLOVACEK LLP 5051 Westheimer, Suite 1200 Galleria Tower II Houston, Texas 77056 Telephone: (713)977-8686 Facsimile: (713)977-5395 E-mail: rothberg@hooverslovacek.com haselden@hooverslovacek.com judd@hooverslovacek.com About Victory Healthcare Victory Parent Company, LLC, and 8 affiliated companies sought Chapter 11 protection in Fort Worth, Texas (Bankr. N.D. Tex.) on June 12, 2015, in Ft. Worth, Texas. Headquartered in The Woodlands, Texas, Victory Parent Company manages six medical centers in Texas. Founded in 2005, Victory now maintains medical centers offering emergency room services in through Victory Medical Center Mid-Cities in Hurst, Victory Medical Center Plano, Victory Medical Center Craig Ranch in McKinney, and Victory Medical Center Landmark in San Antonio. The company also manages its Victory Medical Center Beaumont and Houston-East, which are not part of the Chapter 11 filing and will be sold separately. The Debtors tapped Hoover Slovacek, LLP, as counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, as special counsel. VIRTUAL PIGGY: Issues $200,000 Promissory Note to Investor ---------------------------------------------------------- Virtual Piggy, Inc. issued on Oct. 15, 2015, a $200,000 principal amount unsecured promissory note to an accredited investor pursuant to a Promissory Note Agreement, according to a regulatory filing with the Securities and Exchange Commission. The Investor also received a two-year Warrant to purchase 40,000 shares of Company common stock at an exercise price of $0.90 per share. The Note bears interest at a rate of 10% per annum and matures on the six month anniversary of the issuance date, or on such earlier date that (i) the Company completes the closing of a specified joint venture agreement or (ii) the Company completes the sale of at least an additional $1 million of 10% Secured Convertible Promissory Notes. As an additional inducement, the Investor will receive, on the Maturity Date, a commitment fee equal to 7.5% of the original principal amount. About Oink (Virtual Piggy, Inc.) Virtual Piggy is the provider of Oink, a secure online and in-store teen wallet. Oink enables teens to manage and spend money within parental controls, while gaining valuable financial management skills. The technology company also delivers payment platforms designed for the Under 21 age group in the global market, and enables online businesses the ability to function in a manner consistent with the Children's Online Privacy Protection Act and similar international children's privacy laws. The company, based in Hermosa Beach, CA, is on the Web at: http://www.oink.com/and holds three technology patents, US Patent No. 8,762,230, 8,650,621 and 8,812,395. Virtual Piggy reported a net loss of $9.65 million in 2014, a net loss of $16 million in 2013 and a net loss of $12.03 million in 2012. As of June 30, 2015, the Company had $1.6 million in total assets, $5.2 million in total liabilities, all current, and a stockholders' deficit of $3.5 million. Morison Cogen LLP, in Bala Cynwyd, PA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's losses from development stage activities raise substantial doubt about its ability to continue as a going concern. WAFERGEN BIO-SYSTEMS: Perkins Reports 15.2% Stake as of Oct. 16 --------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Perkins Capital Managment, Inc. disclosed that as of Oct. 16, 2015, it beneficially owns 1,588,000 shares of common stock of Wafergen Bio-Systems, Inc. representing 15.2 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/tcuXUl About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WaferGen Bio-systems reported a net loss of $10.7 million in 2014, a net loss of $16.3 million in 2013 and a net loss of $8.97 million in 2012. As of June 30, 2015, the Company had $13.2 million in total assets, $6.9 million in total liabilities and $6.3 million in total stockholders' equity. WARNER MUSIC: S&P Lowers Corp. Credit Rating to 'B', Outlook Stable ------------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on New York City-based Warner Music Group Corp. (WMG) to 'B' from 'B+'. The rating outlook is stable. At the same time, S&P lowered its issue-level rating on WMG Acquisition Corp.'s senior secured notes and term loan facility to 'B' from 'B+'. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful recovery (50%–70%; upper half of the range) of principal in the event of a payment default. S&P also lowered its issue-level rating on WMG Acquisition's senior unsecured notes to 'B-' from 'B'. The '5' recovery rating remains unchanged, indicating S&P's expectation for modest recovery (10%–30%; lower half of the range) of principal in the event of a payment default. Additionally, S&P lowered its issue-level rating on WMG Holdings Corp.'s senior unsecured notes to 'CCC+' from 'B-'. The '6' recovery rating remains unchanged, indicating S&P's expectation for negligible recovery (0%–10%) of principal in the event of a payment default. "The downgrades reflect our expectations that WMG's adjusted leverage will remain elevated for the next two years -- above our 5x threshold for the 'B+' corporate credit rating," said Standard & Poor's credit analyst Naveen Sarma. The company has committed to reducing leverage over time. However, S&P does not factor this into its rating analysis due to the lack of visibility regarding the pace of debt reduction. WMG is the third-largest recorded music company globally. As a music content company, WMG's recorded music segment is exposed to the continued decline in physical sales and the uncertainty surrounding revenue and profitability --unless digital sales can offset these declines on a sustainable basis. In addition, ongoing piracy is hurting recorded music industry sales. The corporate credit rating on WMG reflects S&P's "fair" business risk profile and "highly leveraged" financial risk profile assessments. The "fair" business risk profile assessment reflects WMG's geographically diverse base, with operations in more than 50 countries, and its large and well-diversified portfolio of recordings and compositions across multiple genres, offset by its smaller market share compared with those of its significantly larger peers. The rating also incorporates the secular trends that are affecting the recorded music industry. "The stable rating outlook on WMG reflects our expectation that adjusted leverage will remain above 5x and EBITDA margins will stay within the mid-teens range," said Mr. Sarma. "We view both a downgrade and an upgrade as unlikely over the next two years." S&P could lower the rating on WMG if S&P believes the company's liquidity could become constrained. This could occur if the economics of WMG's streaming model changes, with weakening in revenues coupled with increased fees and royalties resulting in margin erosion. S&P could raise the rating if WMG reduces its adjusted leverage to below 5x while maintaining at least "adequate" liquidity. This could occur through organic debt reduction and a less aggressive financial policy. WEST AIRPORT: Chapter 11 Case Dismissed --------------------------------------- The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida dismissed the Chapter 11 case of West Airport Palms Business Park, LLC. Judge Mark also ordered that the Debtor will pay the Clerk of the Court any outstanding fees, costs and charges in connection with the case. Any and all other motions and pending matters are denied as moot without prejudice. As reported by The Troubled Company Reporter on March 4, 2015, the Debtor asked the Court to dismiss its Chapter 11 bankruptcy case because it did not make a payment of $1,954,288 plus interest to WAP Holdings LLC, and did not have sufficient contracts in place to satisfy the deadlines contained within the third amended plan of reorganization proposed by WAP Holdings. According to the Debtor, the original secured lender for the Debtor was First-Citizens Bank and Trust Company then assigned their claim to WAP Holdings, who thereafter filed the plan. The plan also contained a default provision in the event the 2014 payments were not made. If the payments were not made within an agreed upon time-frame, WAP Holdings would be entitled to promptly re-set and conduct the foreclosure sale in state court, the Debtor noted. About West Airport Palms Business Park Headquartered in Miami, Florida, West Airport Palms Business Park, LLC, filed for Chapter 11 (Bankr. S.D. Fla. Case No. 13-25728) on July 2, 2013. Judge Robert A. Mark presides over the case. James Schwitalla, Esq., represents the Debtor as counsel. In its petition, the Debtor scheduled assets of $14,440,419 and liabilities of $9,284,422. The petition was signed by Alexander Montero, managing member. The U.S. Trustee said that an official committee has not been appointed in the case. The U.S. Trustee reserves the right to appoint such a committee if interest developed among the creditors. XINERGY CORP: WPP LLC Named Member of Creditors' Committee ---------------------------------------------------------- Judy A. Robbins, U.S. U.S. Trustee for Region 4, amended the composition of the official committee of unsecured creditors in the Chapter 11 cases of Xinergy Ltd., et al., to reflect the addition of: WPP, LLC Ryan Ward, regional manager 5260 Irwin Road Huntington, WV 25705 These creditors remain appointed by the U.S. Trustee to serve on the Committee: Christopher Signorelli Security America, Inc. 3412 Chesterfield Ave. Charleston, WV 25304 Gary Stover Penn Virginia Operating Co., LLC Suite 100, One Carbon Center Chesapeake, WV 25315 About Xinergy Ltd. Xinergy is a U.S. producer of metallurgical and thermal coal with mineral reserves, mining operations and coal properties located in the Central Appalachian ("CAPP") regions of West Virginia and Virginia. Xinergy's operations principally include two active mining complexes known as South Fork and Raven Crest located in Greenbrier and Boone Counties, West Virginia. Xinergy also leases or owns the mineral rights to properties located in Fayette, Nicholas and Greenbrier Counties, West Virginia and Wise County, Virginia. Collectively, Xinergy leases or owns mineral rights to approximately 72,000 acres with proven and probable coal reserves of approximately 77 million tons and additional estimated reserves of 40 million tons. Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy cases (Bankr. W.D. Va. Lead Case No. 15-70444) on April 6, 2015. The cases have been assigned to Judge Paul M. Black. The cases are being jointly administered for procedural purposes. Xinergy Ltd. disclosed $36,968,445 in assets and $215,000,000 in liabilities as of the Chapter 11 filing. The Debtors tapped Hunton & Williams LLP as attorneys; Global Hunter Securities, as financial advisor, and American Legal Claims Services, LLC as claims, noticing and balloting agent. The Debtor's reorganization plan proposes to give 100% of the new common stock of the reorganized holding company to holders of senior secured notes owed $202 million. The U.S. Trustee appointed a two member official committee of unsecured creditors. The Committee tapped to retain McGuireWoods LLP as lead counsel, and Whiteford, Taylor & Preston, LLP as its local counsel. Xinergy and its subsidiaries filed a proposed Joint Plan of Reorganization on Sept. 16, 2015. XINERGY LTD: Dec. 1 Confirmation Hearing on Amended Plan -------------------------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court approved Xinergy's Disclosure Statement and scheduled a Dec. 1, 2015 hearing to consider the First Amended Chapter 11 Plan of Reorganization. Xinergy proposed this timeline in connection with the solicitation of votes and confirmation of the Plan: -- An Oct. 5, 2015 record date for purposes of determining the holders of claims and interests entitled to receive the solicitation package and to vote on the Plan; -- A Nov. 4, 2015 deadline for filing of motions by creditors seeking to have a claim temporarily allowed for purposes of voting to accept or reject the Plan pursuant to Bankruptcy Rule 3018(a); -- A Nov. 24, 2015 deadline for filing objections, comments or responses to confirmation of the Plan. -- A Nov. 24, 2015 deadline by which ballots accepting or rejecting the Plan must be actually received; and -- A Dec. 1 hearing to consider confirmation of the Plan. Xinergy Ltd. and its subsidiaries have filed a reorganization plan that proposes to give 100% of the new common stock of the reorganized holding company to holders of senior secured notes owed $202 million. Holders of administrative claims, priority tax claims and priority non tax claims (Class 1) will be paid in full cash. Holders of other secured claims estimated at less than $40,000 (Class 2) will be paid in full in cash, the collateral securing the other secured claim or other treatment in accordance with Section 1124. Holders of senior secured note claims (Class 3) will receive a pro rata share of 100% of the new common stock. The treatment of general unsecured claims (Class 4) estimated at $4.5 million to $5.5 million is to be determined. Intercompany claims and interests (Class 5) will be unaltered, reinstated or other treatment rendering unimpaired. Holders of interests in Xinergy common stock (Class 6) and Section 510(b) Claims (Class 7) won't receive anything and their interests will be cancelled. According to the Disclosure Statement, holders of Allowed Class 4 Claims are not entitled to any Distribution under the priority scheme of the Bankruptcy Code because the Debtors do not have assets of sufficient value to pay in full the claims of classes that are senior to Class 4, nor are there any unencumbered assets. The Debtors thus do not attribute any value to General Unsecured Claims on an absolute priority basis. Nonetheless, the treatment of General Unsecured Claims is to-be-determined. Therefore, the entitlement of that class to vote is reserved. A copy of the Disclosure Statement explaining the Joint Plan of Reorganization dated Sept. 16, 2015, is available for free at: http://bankrupt.com/misc/Xinergy_407_DS.pdf About Xinergy Ltd. Xinergy is a U.S. producer of metallurgical and thermal coal with mineral reserves, mining operations and coal properties located in the Central Appalachian ("CAPP") regions of West Virginia and Virginia. Xinergy's operations principally include two active mining complexes known as South Fork and Raven Crest located in Greenbrier and Boone Counties, West Virginia. Xinergy also leases or owns the mineral rights to properties located in Fayette, Nicholas and Greenbrier Counties, West Virginia and Wise County, Virginia. Collectively, Xinergy leases or owns mineral rights to approximately 72,000 acres with proven and probable coal reserves of approximately 77 million tons and additional estimated reserves of 40 million tons. Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy cases (Bankr. W.D. Va. Lead Case No. 15-70444) on April 6, 2015. The cases have been assigned to Judge Paul M. Black. The cases are being jointly administered for procedural purposes. Xinergy Ltd. disclosed $36,968,445 in assets and $215,000,000 in liabilities as of the Chapter 11 filing. The Debtors tapped Hunton & Williams LLP as attorneys; Global Hunter Securities, as financial advisor, and American Legal Claims Services, LLC as claims, noticing and balloting agent. The Debtor's reorganization plan proposes to give 100% of the new common stock of the reorganized holding company to holders of senior secured notes owed $202 million. The U.S. Trustee appointed a two member official committee of unsecured creditors. The Committee tapped to retain McGuireWoods LLP as lead counsel, and Whiteford, Taylor & Preston, LLP as its local counsel. Xinergy and its subsidiaries filed a proposed Joint Plan of Reorganization on Sept. 16, 2015. ZUCKER GOLDBERG: Authorized to Make Distribution to Key Employees ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Zucker Goldberg & Ackerman, LLC, to make the distribution to these key employees: 1. Lisa Klein, CFO: two week's salary of $5,769 (weekly salary: $2,884) 2. Robyn A. Ricigliano two week's salary of $5,000 director, Human Resources (weekly salary: $2,500) 3. Jessica Churchwell one week's salary of $1,712 client relations manager 4. Amanda Maldonado one week's salary of $1,000 production staff manager The Official Committee of Unsecured Creditors filed a limited objection to the Debtor's motion for retention payments, stating that it took issue with what the Debtor describes as payments made in increments. As proposed by the Debtor, the key employees will receive the first increment of their respective retention payments after the entry of an order granting the motion, with the second leg of retention payments being issued on Sept. 1, 2015. The Committee submitted that the timing of the second payment -- less than a month after the Petition Date and less than a week after the hearing on the motion -- makes little sense. The Committee believes that the second payment should be triggered upon the completion of the necessary tasks. Thus, the Committee proposes these modifications on the timing of the second payment: 1) Lisa Klein, CFO: second payment of $17,307 issued upon the completion of substantially all the financial activity associated with the Debtor's wind down. 2) Robyn Ricigliano, Dir. HR: second payment of $15,000 issued when the tasks associated with terminating the employees are substantially completed. 3) Jessica Churchwell, Client Relations Mgr.: second payment of $5,136 issued when the Debtor no longer needs to maintain its client websites for the purposes of communicating with and reporting to its clients. 4) Amanda Maldanado, Production Staff Mgr.: second payment of $3,000 issued when the tasks associated with terminating all production staff responsible for all file work other than reporting is completed. The Committee is represented by: David J. Adler, Esq. Matthew B. Heimann, Esq. McCARTER & ENGLISH, LLP Four Gateway Center 100 Mulberry Street Newark, NJ 07102 Tel: (973) 622-4444 Fax: (973) 624-7070 E-mails: dadler@mccarter.com mheimann@mccarter.com About Zucker Goldberg Formed in 1923 as Zucker & Goldberg, law firm Zucker, Goldberg & Ackerman, LLC, is primarily engaged in the representation of lenders and secured parties in foreclosure matters, insolvency proceedings and related matters. The sole members of ZGA are Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S. Ackerman is the managing member of the firm. ZGA's primary offices are in Mountainside, New Jersey. Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on Aug. 3, 2015, to complete the orderly liquidation of the business. The case is assigned to Judge Christine M. Gravelle. The Debtor disclosed total assets of $11.5 million and total liabilities of $53.3 million as of June 30, 2015. ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel; Brown, Moskowitz & Kallen, P.C., as special litigation counsel; Genova Burns as labor counsel; and BMC Group, Inc., as noticing and balloting agent. The U.S. Trustee for Region 3 appointed seven creditors to serve on an official committee of unsecured creditors. ZUCKER GOLDBERG: Brown Moskowitz OK'd as Litigation Counsel ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Zucker, Goldberg & Ackerman, LLC, to employ Brown, Moskowitz & Kallen, P.C., as special litigation counsel. The Official Committee of Unsecured Creditors has filed a limited objection to the Debtor's motion, stating that the Debtor sought to retain Brown Moskowitz as special litigation counsel to represent the Debtor concerning its billing disputes with its clients and for presumably, collecting the Debtor's outstanding accounts receivable -- which appear to be the largest asset of the estate. The Committee's concerns included, among other things: 1. BMK sought to be retained on an hourly basis for its legal services. As the Court is aware, the present carve-out under the interim cash collateral order is $100,000 for all: (i) professionals; (ii) filing fees; and (iii) quarterly trustee fees. Given the limited amount of the carve-out, the Committee is concerned that there will not be sufficient funds for the estate professionals to perform the necessary legal services. 2. It is typical that a law firm that engages in collection activity is paid after collection (by awarding the firm a percentage of the recovery, after costs). As a result, the Committee believes that the Debtor must reexamine whether BMK must be compensated based on an hourly rate rather than based on actual recoveries. 3. The Debtor needed to take all necessary steps to protect its rights with respect to the collectability of its accounts receivable. The Committee believes that it is critical that the Debtor immediately seek authorization from the Court to establish: (i) a protocol for the orderly transition of its cases to successor law firms; and (ii) a procedure to protect the Debtor's ability to recover any unpaid amounts owed on transferred files. Given the volume of cases handled by the Debtor, the failure to implement a protocol will likely impair the Debtor's ability to maximize its recovery on matters that are transferred to successor firms. About Zucker Goldberg Formed in 1923 as Zucker & Goldberg, law firm Zucker, Goldberg & Ackerman, LLC, is primarily engaged in the representation of lenders and secured parties in foreclosure matters, insolvency proceedings and related matters. The sole members of ZGA are Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S. Ackerman is the managing member of the firm. ZGA's primary offices are in Mountainside, New Jersey. Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on Aug. 3, 2015, to complete the orderly liquidation of the business. The case is assigned to Judge Christine M. Gravelle. The Debtor disclosed total assets of $11.5 million and total liabilities of $53.3 million as of June 30, 2015. ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel; Brown, Moskowitz & Kallen, P.C., as special litigation counsel; Genova Burns as labor counsel; and BMC Group, Inc., as noticing and balloting agent. The U.S. Trustee for Region 3 appointed seven creditors to serve on an official committee of unsecured creditors. ZUCKER GOLDBERG: Committee Taps McCarter & English as Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of Zucker, Goldberg & Ackerman, LLC, asks the U.S. Bankruptcy Court for the District of New Jersey for permission to employ McCarter & English, LLP, as its counsel nunc pro tunc to Aug. 14, 2015. McCarter will, among other things: a. provide legal advice as necessary with respect to the Committee's powers and duties; b. assist the Committee in investigating the acts, conduct, assets, liabilities, and financial condition of Zucker, Goldberg & Ackerman, LLC, the operation of the Debtor's business, potential claims, and all other matters relevant to the Debtor's bankruptcy case; and c. participate in the sale of assets or the formulation of a plan of reorganization or liquidation. McCarter's hourly rates are: Partners $410 - $550 (reduced rate) Associates $350 - $405 Paralegals/Legal Assistants $205 - $250 To the best of the Committee's knowledge, McCarter is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David J. Adler, Esq. Matthew B. Heimann, Esq. McCARTER & ENGLISH, LLP Four Gateway Center 100 Mulberry Street Newark, NJ 07102 Tel: (973) 622-4444 Fax: (973) 624-7070 E-mails: dadler@mccarter.com mheimann@mccarter.com About Zucker Goldberg Formed in 1923 as Zucker & Goldberg, law firm Zucker, Goldberg & Ackerman, LLC, is primarily engaged in the representation of lenders and secured parties in foreclosure matters, insolvency proceedings and related matters. The sole members of ZGA are Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S. Ackerman is the managing member of the firm. ZGA's primary offices are in Mountainside, New Jersey. Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on Aug. 3, 2015, to complete the orderly liquidation of the business. The case is assigned to Judge Christine M. Gravelle. The Debtor disclosed total assets of $11.5 million and total liabilities of $53.3 million as of June 30, 2015. ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel; Brown, Moskowitz & Kallen, P.C., as special litigation counsel; Genova Burns as labor counsel; and BMC Group, Inc., as noticing and balloting agent. The U.S. Trustee for Region 3 appointed seven creditors to serve on an official committee of unsecured creditors. ZUCKER GOLDBERG: Sobel & Co. OK'd to Prepare and File Tax Returns ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Zucker, Goldberg & Ackerman, LLC, to employ Sobel & Co., LLC, as accountants to prepare and file tax returns. Sobel & Co.'s hourly rates and out-of pocket expenses will be billed against a $10,000 retainer. According to the Debtor, Sobel & Co works on the Company's 401(K) Plan Audit and on the individual tax returns of member in the Company. Sobel & Co is waiving its prepetition claim against the Company arising from the work. About Zucker Goldberg Formed in 1923 as Zucker & Goldberg, law firm Zucker, Goldberg & Ackerman, LLC, is primarily engaged in the representation of lenders and secured parties in foreclosure matters, insolvency proceedings and related matters. The sole members of ZGA are Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S. Ackerman is the managing member of the firm. ZGA's primary offices are in Mountainside, New Jersey. Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on Aug. 3, 2015, to complete the orderly liquidation of the business. The case is assigned to Judge Christine M. Gravelle. The Debtor disclosed total assets of $11.5 million and total liabilities of $53.3 million as of June 30, 2015. ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel; Brown, Moskowitz & Kallen, P.C., as special litigation counsel; Genova Burns as labor counsel; and BMC Group, Inc., as noticing and balloting agent. The U.S. Trustee for Region 3 appointed seven creditors to serve on an official committee of unsecured creditors. ZUCKER GOLDBERG: Spars With New Jersey Offices Landlord on Rent --------------------------------------------------------------- Martin Bricketto at Bankruptcy Law360 reported that Zucker Goldberg & Ackerman LLC is clashing with the landlord of its Mountainside, New Jersey, offices as the foreclosure law firm's Chapter 11 moves forward, with the landlord demanding that the bankruptcy court make the firm pay the current month's rent in full. Bear Mountainside Realty LLC argued in a recent court filing that Zucker Goldberg, which filed for bankruptcy protection on Aug. 3 in the face of mounting debt and shrinking revenue, has paid less than half of the $105,210 in rent, and electric charges. About Zucker Goldberg Formed in 1923 as Zucker & Goldberg, law firm Zucker, Goldberg & Ackerman, LLC, is primarily engaged in the representation of lenders and secured parties in foreclosure matters, insolvency proceedings and related matters. The sole members of ZGA are Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S. Ackerman is the managing member of the firm. ZGA's primary offices are in Mountainside, New Jersey. Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on Aug. 3, 2015, to complete the orderly liquidation of the business. The case is assigned to Judge Christine M. Gravelle. The Debtor disclosed total assets of $11.5 million and total liabilities of $53.3 million as of June 30, 2015. ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel; Brown, Moskowitz & Kallen, P.C., as special litigation counsel; Genova Burns as labor counsel; and BMC Group, Inc., as noticing and balloting agent. The U.S. Trustee for Region 3 appointed seven creditors to serve on an official committee of unsecured creditors. The Committee tapped McCarter & English, LLP as its counsel. ZUCKER GOLDBERG: Wasserman Jurista Approved as Counsel ------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey authorized Zucker, Goldberg & Ackerman, LLC, to employ Wasserman, Jurista & Stolz as counsel effective as of Aug. 3, 2015. The Debtor has agreed to pay WJ&S a retainer of $75,000.00 to be applied against the services to be rendered by the firm on behalf of the Debtor. All services to be rendered by WJ&S will be billed at the firm's normal hourly rates. The proposed arrangement for compensation, including hourly rates, if applicable, is as follows: Hourly Rate ----------- Robert B. Wasserman, Partner $550 Steven Z. Jurista, Partner $550 Daniel M. Stolz, Partner $550 Stuart M. Brown, Of Counsel $500 Kenneth L. Moskowitz, Of Counsel $500 Norman D. Kallen, Of Counsel $500 Keith Marlowe, Of Counsel $500 Leonard C. Walczyk, Partner $425 Scott S. Rever, Associate $400 Donald W. Clarke, Associate $350 Pamela Bellina, Paralegal $175 Lorrie L. Denson, Bankruptcy Paralegal $175 Legal Assistants $125 To the best of the Debtor's knowledge, the firm is a disinterested person under 11 U.S.C. Sec. 101(14). The firm disclosed that Nicole Clarke, Esq., who is the spouse of one of firm's Associates, Donald Clarke, Esq., is employed by JP Morgan Chase, the Debtor's secured lender and a client of the Debtor. Nicole Clarke has not and will not be involved with the relationship between JP Morgan Chase and the Debtor, and Donald Clarke will not be involved with any issues involving JP Morgan Chase with regard to the file in this firm. The firm can be reached at: Daniel M. Stolz, Esq. Steven Z. Jurista, Esq. Leonard C. Walczyk, Esq. Scott S. Rever, Esq. Donald W. Clarke, Esq. WASSERMAN, JURISTA & STOLZ, P.C. 110 Allen Road, Suite 304 Basking Ridge, NJ 07920 Tel: (973) 467-2700 Fax: (973) 467-8126 About Zucker Goldberg Formed in 1923 as Zucker & Goldberg, law firm Zucker, Goldberg & Ackerman, LLC, is primarily engaged in the representation of lenders and secured parties in foreclosure matters, insolvency proceedings and related matters. The sole members of ZGA are Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S. Ackerman is the managing member of the firm. ZGA's primary offices are in Mountainside, New Jersey. Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on Aug. 3, 2015, to complete the orderly liquidation of the business. The case is assigned to Judge Christine M. Gravelle. The Debtor disclosed total assets of $11.5 million and total liabilities of $53.3 million as of June 30, 2015. ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel; Brown, Moskowitz & Kallen, P.C., as special litigation counsel; Genova Burns as labor counsel; and BMC Group, Inc., as noticing and balloting agent. The U.S. Trustee for Region 3 appointed seven creditors to serve on an official committee of unsecured creditors. [*] Bankr. Reform Worked But Didn't Go Far Enough, Says McMickle ---------------------------------------------------------------- John McMickle, who in 1995 to 2001 was counsel to the Senate Judiciary Committee, where he was the bankruptcy counsel and one of the primary drafters of reform legislation, posted an article in American Banker that said that the bankruptcy reform provided by the Bankruptcy Abuse and Consumer Protection Act, which became law on Oct. 17, 2005, worked in reducing opportunistic bankruptcy filings but was less successful at incentivizing more responsible behavior by attorneys who represent bankruptcy filers. A full-text copy of his commentary is available for free at http://is.gd/swEbyv [*] Barnes & Thornburg Chicago Partner Named Bankruptcy Judge ------------------------------------------------------------- The Seventh Circuit Court of Appeals appointed Barnes & Thornburg's Chicago partner, Deborah Thorne to become a federal judge with the U.S. Bankruptcy Court for the Northern District of Illinois. She will take the bench on Oct. 22, with a formal investiture ceremony to follow on Dec. 9, in the Dirksen Federal Building. "It is an honor that Deborah has been selected for this important role as she is a talented lawyer with a career built on professional excellence," said Mark Rust, Chicago managing partner. "With more than 30 years of experience in bankruptcy and restructuring, she'll be a tremendous asset to the Northern District Federal Bankruptcy Court." Ms. Thorne joined Barnes & Thornburg in 2002 and has been a member of the Finance, Insolvency and Restructuring Department. With a practice focused on bankruptcy, corporate restructuring, secured lending and insolvency law, she has represented parties in some of the largest and most complex restructuring matters. She also served as a federal equity receiver in CFTC v. Edward R. Velazquez, CFTC v. Raleigh Capital Management, Inc. and U.S. CFTC v. AlphaMetrix LLC and has represented other federal court appointed receivers in matters involving securities and commodity fraud. As an active member of the community and profession, Thorne is vice president of the American Bankruptcy Institute (ABI) and serves on the board of governors of the Seventh Circuit Bar Association. She previously served as chair of the Chicago Bar Association Bankruptcy and Reorganization Committee, the Seventh Circuit Bar Association Bankruptcy Committee, and the American Bankruptcy Institute (ABI) Unsecured Trade Creditors' Committee and served on the board of governors of the Chicago Council of Lawyers. Thorne is a Fellow of the American College of Bankruptcy and a member of the Federal Bar Association, International Women’s Insolvency Confederation and the Decalogue Society of Lawyers. She is past chair of the Board of Women Employed and continues to serve as co-chair of the Governance Committee. With more than 600 attorneys and other legal professionals, Barnes & Thornburg is one of the largest law firms in the country. The firm serves clients worldwide from 13 offices in Atlanta, Chicago, Dallas, Delaware, Indiana, Los Angeles, Michigan, Minneapolis, Ohio, and Washington, D.C. [*] Fitch: Unexpected Pressures to Challenge U.S. Utility Ratings ----------------------------------------------------------------- Unexpected pressure on three key cost components of US electric utilities -- natural gas prices, interest rates, and operating and maintenance (O&M) -- could have a meaningful impact on ratings, Fitch Ratings says. Fitch looked at what would take place should upward pressure on natural gas prices, interest rates and O&M became stronger than expected, assessing the impact on retail rates assuming full recovery of such costs in rates, the impact of higher customer bills on the US regulatory compact and credit ratings, and if this scenario would likely lead to future credit rating downgrades. Fitch considered the impact of an increase of $1, $2 and $3 per million British thermal units (mmbtu) in the price of natural gas for a sample of 25 large electric utilities' retail rates assuming full cost recovery. Additionally, we considered the impact of a rise in interest rates and O&M expense on retail rates. Results imply a pro forma revenue requirement of 4.7%-10.3% for the electric utilities in the sample to fully recover the combined stress increases in natural gas, interest rate, and O&M costs across the three scenarios. Natural gas represents 2.4%-7.5% of the increased revenue requirement, reflecting its growing use in power generation. Interest rate increases push cost recovery in retail customer rates 1.3%-1.5% higher, while O&M drives rates higher by 1.0%-1.3%. The 25 companies' median rating is currently on the cusp of 'BBB+/A-', with coverage and leverage metrics that provide a relatively modest cushion. In a stress scenario characterized by sustained, meaningfully higher natural gas and interest rates, Fitch believes ratings would likely migrate to lower levels driven by qualitative (higher risk) as well as quantitative (weaker credit metrics) factors and emerging secular challenges considered in Fitch's current sector outlook. Contrary to the stress-case scenarios considered in this report, Fitch's sector outlook is stable, reflecting expectations that include tepid recoveries in natural gas prices and in interest rates from a low base. Fitch's base case for Henry Hub natural gas price increases to $3.75/mmbtu in 2018. Similarly, projected interest rate gains are likely to be muted. This moderate cost trajectory is generally consistent with the Fitch's current ratings and stable sector outlook. Fitch does not anticipate a sharp rebound from today's low natural gas and power price levels or interest rates. However, a sharp, sustained rise in these key cost inputs cannot be ruled out. This would exacerbate structural and policy cost pressures related to environmental regulations and infrastructure replacement and upgrade. In that scenario, rising electricity rates could lead to political tensions, more contentious rate proceedings and pressure on credit metrics. [*] Global Spec.-Grade Corp. Default Rate Raise Higher in 3rd Qtr. ------------------------------------------------------------------ Moody's trailing 12-month global speculative-grade default rate finished at 2.5% in the third quarter of 2015, up from 2.4% in the second quarter. The latest reading came in close to the rating agency's year-ago prediction of 2.6%. "The oil and gas industry remains under pressure, recording six defaults in the third quarter, including Black Elk Energy Offshore Operations LLC, Goodrich Petroleum Corporation and Samson Investment Company," said Albert Metz, Managing Director of Moody's Credit Policy Research, in an Oct. 19, 2015 press release. Among US speculative-grade issuers, the default rate rose to 2.5% in the third quarter from 2.1% in the second. In Europe, the comparable rate fell to 2.1% from 2.6%. Moody's default rate forecasting model now predicts that the global default rate will end 2015 at 2.9%. "We have revised our projection upwards owing to the material surge in recent high-yield spreads, which reflects investors' concerns about the broader economic conditions," added Metz. "If realized, the rate will nevertheless be below the historical average of 4.5%." [*] Moody's Liquidity Stress Index Remains Near 5-Year High ----------------------------------------------------------- Moody's Liquidity Stress Index (LSI) is holding relatively steady thus far in October after jumping to a five-year high of 5.8% in September, owing largely to a pause in speculative-grade liquidity (SGL) rating activity in the energy sector, says the rating agency in its most recent edition of SGL Monitor. Energy is the overwhelming driver of recent liquidity pressure as the sector accounts for over 60% of current SGL-4-rated issuers and contributed five of the 12 US corporate defaults in the third quarter. Moody's anticipates continued liquidity deterioration in energy even though SGL rating activity in the sector was minimal in the first half of October. Low commodity prices continue to pressure the sector. In particular, independent exploration & production (E&P) companies, which comprise roughly 35% of Moody's SGL-4 universe, will face liquidity strain because of reductions in their borrowing bases and the expiration of oil price hedges set at rates well above current market prices. "Although weakness in the energy sector is not spreading broadly to other sectors, slowing global growth and higher speculative-grade borrowing costs are worrisome for liquidity," said John Puchalla, a Moody's Senior Vice President. "Combined with tepid issuance and widening high-yield spreads, this suggests a rise in the US speculative-grade default rate." Moody's forecasts that this metric will climb to a five-year high of 3.8% in September 2016 from the current 2.5%. The energy LSI paused at 16.9% in mid-October, remaining at a five-year high. Energy oil field services comprise 20.4% of companies with ratings of SGL-4, Moody's lowest liquidity rating. Overall SGL upgrade and downgrade activity in the first half of October was more muted than in recent months. Rating activity resulted in one-notch moves, with consumer packaged goods company B&G Foods, Inc. (B1 stable) lowered to SGL-2, apparel company Vince, LLC (B2 negative) lowered to SGL-3 and protein and agriculture concern Clearwater Seafoods Limited Partnership (B2 stable) lowered to SGL-2. Moody's Liquidity Stress Index falls when corporate liquidity appears to improve and rises when it appears to weaken. [*] Two Senior Experts Join Huron's Business Advisory Practice -------------------------------------------------------------- Huron Consulting Group, a provider of business consulting services, on Oct. 21 disclosed that Monty Kehl and Tim Martin have joined its Business Advisory practice as managing directors. "Monty and Tim bring significant experience to two of Huron's key and growing areas to support middle-market and large businesses: energy and dispute advisory," said John C. DiDonato, managing director and Huron Business Advisory practice leader. "Huron's clients will benefit from the years of diverse experience they bring to our practice." Mr. Kehl has more than 20 years of financial advisory consulting experience focused on assisting troubled companies and their creditors to identify and implement solutions to improve and resolve financial distress. As a former petroleum engineer, his professional experience provides the background for his focus on industrial and manufacturing concerns with a specialty in natural resources and energy. In addition to Mr. Kehl's focus on energy and manufacturing firms, he also has served as an advisor to numerous creditors' committees in Chapter 11 cases involving restaurant chains, retailers, and other consumer companies. Mr. Kehl joins Huron from Mesirow Financial Consulting, LLC. Mr. Martin has more than 15 years of experience providing forensic, investigative and financial advisory services in support of complex commercial litigation. He has worked on investigations involving allegations relating to the misappropriation of funds, Ponzi and pyramid schemes, accounting and financial statement reporting issues, fraudulent transfers, securities fraud, allegations against directors and officers, and professional malpractice. His experience includes assisting clients throughout the investigation and litigation cycle. Martin also joins Huron from Mesirow Financial Consulting, LLC. About Huron Business Advisory Huron Business Advisory resolves complex business issues and enhances value with a full suite of services for middle-market companies and larger businesses, including forensic investigations, transaction advisory, restructuring and turnaround, interim management, capital raising, operational improvement, and valuation. About Huron Consulting Group Huron Consulting Group -- http://www.huronconsultinggroup.com/-- helps clients in diverse industries improve performance, transform the enterprise, reduce costs, leverage technology, process and review large amounts of complex data, address regulatory changes, recover from distress and stimulate growth. The Company provides consulting services to a wide variety of both financially sound and distressed organizations, including healthcare organizations, leading academic institutions, Fortune 500 companies, governmental entities and law firms. Huron has worked with more than 450 health systems, hospitals, and academic medical centers; more than 400 corporate general counsel; and more than 400 universities and research institutions. [] Michigan's Statutory Lien Bill Will Raise Recoveries, Fitch Say ------------------------------------------------------------------ If enacted, Michigan's statutory lien bill will significantly improve recovery value if a municipality defaults, compared to other general creditors, including employees, Fitch Ratings says. However, it will not reduce the risk of default. The legislation would also help improve investor views on the state's local credits, which were damaged as a result of the losses bondholders suffered in the Detroit bankruptcy. Detroit's unlimited tax general obligation bondholders recovered 74 cents on the dollar. Had this bill been in place, recoveries could have been higher. The bill would place a statutory first lien on taxes that are subject to an unlimited tax pledge and require them to be held in trust for the bondholders. The state's Senate is currently considering the legislation. Polls suggest it is favored by the legislature. However, some state officials, including Governor Rick Snyder, have voiced opposition to it. In Fitch's view, failure to enact this law would be a credit negative for Michigan local issuers, as it indicates lawmakers desire to place bondholders on equal footing with ordinary creditors rather than providing additional security for bondholders. This would suggest that bondholders' claims should be subject to full re-evaluation in a bankruptcy proceeding. Similar legislation has been approved in California and New Jersey. In most cases, a statutory lien is a lien arising by force of a statute on specified circumstances or conditions. This lien is in contrast to a consensual lien, which is created by agreement, where both parties to a financing agree to a certain security structure and document that agreement in an indenture or loan document. Debt secured by special revenues is exempt from the automatic stay provisions in this code, protecting such debt from payment interruption in the event of a bankruptcy filing. This protection does not extend to bonds secured by a statutory lien, so timely payment is not guaranteed in a bankruptcy. [^] BOOK REVIEW: The Story of The Bank of America ------------------------------------------------- Author: Marquis James and Bessie R. James Publisher: Beard Books Softcover: 592 pages List Price: $31.80 Order your personal copy today at http://www.amazon.com/exec/obidos/ASIN/1587981459/internetbankrupt The Bank of America began as the Bank of Italy in 1904. A. P. Giannini was motivated to found the Bank out of his indignation over the neglect by other banks of the Italian community in San Francisco's North Beach area. Local residents were quickly drawn to Giannini's new type of bank suited for their social circumstances, financial needs, and plans and aspirations. Before Giannini's Bank of Italy, the field was dominated by large, well-connected, and politically influential banks typified by the magnate J. P. Morgan's House of Morgan catering to corporations and the wealthy industrialists and their families of the Gilded Age. Giannini's Bank proved to be a timely enterprise with great potential far beyond its founder's original aims. The early 1900s following the Gilded Age was a time of spreading democratization in American society with large numbers of immigrants being assimilated. It was also a time of considerable industrial growth after the heyday of the tycoons such as Morgan, Rockefeller, and Carnegie in the latter 1800s. Giannini's idea was also helped by the growth of California in its early stages of becoming one of the most prosperous and most populous states. As California grew, so did the Bank of America. A. P. Giannini was the perfect type of individual to oversee the growth of a bank that stood in sharp contrast to the House of Morgan and which reflected broad changes in American society and business. Giannini followed the quick success of his North Beach bank with Bank of Italy branches elsewhere in San Francisco. With the success of these followed branches throughout California's agricultural valleys and Los Angeles as Giannini reached out to populations of other average persons generally ignored by the traditional banks. Throughout the rapid growth of his bank, Giannini never lost touch with his original motive for creating a bank suited for the average individual. When he died at 80 years of age in 1949, he lived in the same house as he did when he opened the original Bank of Italy; and his estate was less than half a million dollars. Throughout all the stages of the Bank of America's growth, business recessions and depressions, and changes in American society, including increased government regulation, the Bank continued to reflect its founder's purposes for it. In the 1920s, the Bank of Italy became a part of the corporation Transamerica. In 1930, the Bank was merged with the Bank of America of California. The newly formed bank was given the name the Bank of America National Trust and Savings Association, with Giannini appointed as chairman of the committee to work out the details of the merger. In 1930, he selected Elisha Walker to head Transamerica so he could be free to pursue his interest of establishing a national bank with the same goals and nature as his original Bank of Italy. But becoming alarmed over Walker's proposed measures for dealing with the pressures of the Depression, Giannini waged a battle involving board members, stockholders, and allies he had worked with in the past to regain control of Transamerica. In 1936, A. P. Giannini's son, Lawrence Mario, succeeded his father as president of Bank of America, with A. P. remaining as chairman of the board. The story of Bank of America is largely the story of A. P. Giannini: his ideas, his values, his ambitions, his goals, his personality. The co-authors follow the stages of the Bank's growth by focusing on the genteel, yet driven and innovative, A. P. Giannini. There's a balance of basic business material such as stock prices, rationale of momentous business decisions, and balance-sheet data, with portrayals of outsized characters of the time. Among these, besides Giannini, are the federal government official Henry Morgenthau and Charles Stern, California's superintendent of banks in the early 1900s. With this balance, The Story of the Bank of America is an engaging and informative work for readers of more technical business books and human-interest business stories alike. ********* 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 ***