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/raid1/www/Hosts/bankrupt/TCR_Public/160115.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, January 15, 2016, Vol. 20, No. 15 Headlines AFFINITY HEALTHCARE: Case Summary & 19 Top Unsecured Creditors ALANCO TECHNOLOGIES: Reports Net Loss, Going Concern Doubt AMERICAN APPAREL: Financial Stakeholders Back Chapter 11 Plan AMERICAN APPAREL: Former CEO Reports 41% Stake as of Jan. 11 AMERICAN APPAREL: Former CEO, Investor Group Bid $300M AMERICAN APPAREL: IRS, Texas Taxmen Oppose Chapter 11 Plan AMERICAN EDUCATION: Raises Going Concern Doubt Status AMERICAN POWER: Completes $2.2 Million Private Placement Financing ARCE RIVERSIDE: Can Recover $1.1-Mil. from Penn Equities ARCH ALUMINUM: "Glasstex" Appeal Reinstated ARCHDIOCESE OF ST. PAUL: Seeks Approval of Chancery Sale ARKANOVA ENERGY: Reports $3.32 Million Net Loss for Fiscal 2015 ATLANTIC CITY, NJ: Amended Three Rescue Bills Move Closer to Law ATNA RESOURCES: Wants Approval of Key Employee Retention Plan BANKRATE INC: S&P Raises CCR to 'BB-' on SEC Settlement BUDD COMPANY: Seeks to Modify UAW Retiree Benefits CAESARS ENTERTAINMENT: Digs In on Fight Over Asset Transfer Docs COLT DEFENSE: Stakeholder Sciens Lines Up Cash for Bankruptcy Exit CONNEAUT LAKE VOLUNTEER: Files for Ch 11 Bankruptcy Protection CONSOLIDATED FREIGHTWAYS: Justices Again Snub Malpractice Suit CORUS ENTERTAINMENT: DBRS Puts Ratings Under Review DDMG ESTATE: Cash Collateral Use Extended Through Jan. 29 DELMAR PHARMACEUTICALS: Uncertainty Casts Going Concern Doubt DEWEY & LEBOEUF: Execs Bet on Retrial Against Felony Convictions DIGITALSOUND PRODUCTION: PRG Completes Acquisition of Assets DOMARK INTERNATIONAL: Authorized Common Shares Hiked to 130M DOMISTYLE INC: 5th Circ. Affirms Judgment on Surcharge Property E Z MAILING: Case Summary & 20 Largest Unsecured Creditors ECOSPHERE TECHNOLOGIES: Issues $300,000 Promissory Notes ELITE PRECISION: Suit v. General Dynamics to Proceed to Arbitration ESCALON MEDICAL: Recurring Losses Raise Going Concern Doubt F-SQUARED INVESTMENT: Majority of Unsecureds Vote to Accept Plan FIRST RATE STAFFING: Auditors Express Going Concern Doubt GFI GROUP: Moody's Hikes Issuer Rating to 'Ba2' GOODRICH PETROLEUM: NYSE Suspends Trading, Faces Delisting GREAT HEARTS: S&P Raises Longterm Rating From 'BB+' GREYSTONE LOGISTICS: Signs Contract With Lease Pool Svcs Provider GTS FRANCHISING: Case Summary & 6 Largest Unsecured Creditors HAGGEN HOLDINGS: Alton Plaza Contends $15.5K Cure Amount Too Low HAGGEN HOLDINGS: Needs Until April 5 to File Ch. 11 Plan HAGGEN HOLDINGS: Submits Final Form of Albertson's APA HAGGEN HOLDINGS: Tawa Has Winning Bid for 3 Store Leases HII TECHNOLOGIES: Plan to Transfer Assets to Litigation Trust HOLY HILL COMMUNITY CHURCH: Chapter 11 Plan Approved by Judge HOLY HILL COMMUNITY CHURCH: Plan Declared Effective HOLY HILL COMMUNITY CHURCH: Wilshire Stipulation Approved HOVENSA L.L.C.: Amends Liquidating Plan Ahead of Jan. 19 Hearing HOVENSA L.L.C.: Files Supplement to Bankruptcy Exit Plan HOVENSA L.L.C.: UST Reserves Right to Object to Plan Trustees HOVENSA L.L.C.: Virgin Islands Keeps Rights to Raise Plan Issues IDERA PHARMACEUTICALS: Releases Copy of Presentation Materials ILLINOIS INSTITUTE: Fitch Affirms BB Rating on 2006A/2009A Bonds INTERNATIONAL SHIPHOLDING: Debt May Trigger Going Concern Doubt JAMES F. HUMPHREYS: Case Summary & 20 Largest Unsecured Creditors JEFFREY L. HAYDEN: Can't Clawback $9MM Transfer, Court Rules JHK INVESTMENTS: Exit Plan Hands Control to Bay City KALOBIOS PHARMACEUTICALS: Investors Sue Over CEO Shkreli Arrest LEHMAN BROTHERS: Goes After Standard Pacific for Mortgage Losses LPATH INC: Hal Mintz Reports 8.9% Equity Stake as of Dec. 31 MACCO PROPERTIES: Court Denies Bid to Junk Suit vs. Price MAGNUM HUNTER: Shareholders Wants Panel to Examine Company's Value MARK NEIGHBORS: Court Converts Case to Ch. 7 MATTRESS FIRM: S&P Affirms 'B+' CCR, Off Watch Negative MATTRESS HOLDING: $730MM Add-On Loan No Impact on Moody's B1 CFR MAURY ROSENBERG: High Court Won't Review 'Fees-On-Fees' Ruling MEDICURE INC: Estimates $21.9 Million Revenue for 2015 MF GLOBAL: PwC Says Risky European Debt Deals Led to Downfall MIDLAND UNIVERSITY: Fitch Affirms 'B+' Rating on $7.9MM Bonds MILK SPECIALTIES: S&P Raises CCR to 'B', Outlook Stable MOLYCORP INC: $1.9-Bil. Ch. 11 Plan Stumbles Over Death Trap Deal MOLYCORP INC: Tells 2nd Circuit to Leave Stay Untouched MONARCH AMERICA: Has Going Concern Doubt amid Capital Deficit MOTORS LIQUIDATION: Fights to Block Ignition Switch Cases NAKED BRAND: Bard Associates Reports 9.4% Stake as of Dec. 31 NEW CENTURY: "Aho" Complaint Dismissed NEW YORK CITY OPERA: Eyes Exit From Bankruptcy Within the Month NNN MET CENTER: Cash Collateral Use Extended Through March 31 OAKLAND PORT SERVICE: Court Directs President to Produce Docs OFFSHORE GROUP: Prepackaged $2.6-Bil. Plan Shaken by Delay Demand ONE SOURCE: Ally, Santander Consumer Object to Plan OVERSEAS SHIPHOLDING: Extends Tender Offer for 7.50% Senior Notes PFO GLOBAL: Has Going Concern Doubt Due to Loss, Deficit PHARMACYTE BIOTECH: Obtains $1 Million From Private Placement PITTSBURG RDA: Fitch Affirms 'BB+' Rating on $142.3MM Sub. TABs PREMIER EXHIBITIONS: Files Corrected CEO Employment Agreement PRESCOTT VALLEY: Wins Nod of Premium Finance Agreement with IPFS PSL-NORTH AMERICA: Court Confirms Ch. 11 Liquidating Plan PUERTO RICO: Assured Guaranty Files Suit to Stop "Clawback" QUICKSILVER RESOURCES: Banks Hold Perfected Lien on 7 Properties QUICKSILVER RESOURCES: Non-Insider Employees to Get Bonus Payments RADNOR HOLDINGS: Skadden's $4-Mil. Fee Preserved Again RCS CAPITAL: Current Financial Condition Casts Going Concern Doubt REFCO INC: Funds Tell 2nd Circ. JPM, Others Fueled $1-Billion Scam RELATIVITY MEDIA: Committee Opposes FTI Claims for Payment RELATIVITY MEDIA: Committee's Manchester Challenge Period Extended RELATIVITY MEDIA: Proponents File Plan Supplement RELATIVITY MEDIA: Settles $3 Million Sony Claim Over Film Rights RUBICON MINERALS: NYSE to Commence Stock Delisting Proceedings SAM WYLY: Blames Years of IRS Audit for Bankruptcy Filing SAM WYLY: Considered Expatriation to Address Tax Liabilities SENTINEL MANAGEMENT: 7th Circuit Deals Blow to BNY in $312M Row SPANISH BROADCASTING: Joins FCC's Auction with PR Stations STAR BULK: Receives Nasdaq Listing Non-Compliance Notice SUNTECH AMERICA: Seeks July 7 Extension of Solicitation Period TAYLOR-WHARTON INT'L: Says Employing Nixon Peabody Neccessary TEMPNOLOGY LLC: Court Overrules Objection to Asset Sale TENET HEALTHCARE: Confirms Adjusted EBITDA Outlook for Q4 TERESA GIUDICE: Husband Stays Free of Contract Fraud Claims THERAPETICSMD INC: Offering 15.2 Million Common Shares TRANSGENOMIC INC: Randal Kirk Reports 35.6% Stake as of Jan. 6 UTSTARCOM HOLDINGS: Appoints Tim Ti Chief Executive Officer VAPOR HUB: Faces Liquidity Constraints, Going Concern Doubt VERITEQ CORP: Incurs $4.80 Million Net Loss in Second Quarter WAINWRIGHT BROTHERS: Case Summary & 14 Top Unsecured Creditors WALTER ENERGY: Can Implement KERP, Transfer $2MM to Trust WALTER ENERGY: Gets Approval to Sell Assets to Coal Acquisition WASCO INC: District Court Reverses Order Confirming Ch. 11 Plan WORLD WIDE WHEAT: 341 Meeting of Creditors Set for Jan. 26 ZION PARK: Moody's Affirms 'Ba1' Rating on GOULT Debt ZOGENIX INC: Sabby Healthcare Reports 6.1% Stake as of Dec. 31 ZUCKER GOLDBERG: Creditors Call Liquidation Plan "Ill-Conceived" [*] Burr & Forman Opens Jacksonville Office With Three Partners [*] Coats Rose Merges With Wright Ginsberg [*] Duane Morris Adds 2 Attorneys to Trial Practice Group [*] Epiq Systems Appoints Deirdre McGuinness as Managing Director [*] High Court Passes On Appeal Over Student Loan Discharge [*] Reed Smith Cut Ties with 45 Attorneys, Plus Support Staff [*] S&P: Global Corp. Rating Trends at Highest Neg. Since 2009 [^] BOOK REVIEW: The Financial Giants In United States History ********* AFFINITY HEALTHCARE: Case Summary & 19 Top Unsecured Creditors -------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Affinity Healthcare Management, Inc. 16-30043 1781 Highland Avenue, Suite 206 Cheshire, CT 06410 Health Care Investors, Inc. 16-30044 Health Care Alliance, Inc. 16-30045 Health Care Assurance, L.L.C. 16-30046 Health Care Reliance, L.L.C. 16-30047 Nature of Business: Health Care Chapter 11 Petition Date: January 13, 2016 Court: United States Bankruptcy Court District of Connecticut (New Haven) Judge: Hon. Julie A. Manning Debtors' Counsel: Elizabeth J. Austin, Esq. PULLMAN AND COMLEY, LLC 850 Main Street P.O. Box 7006 Bridgeport, CT 06601-7006 Tel: (203) 330-2000 Email: eaustin@pullcom.com - and - Jessica Grossarth, Esq. PULLMAN & COMLEY, LLC 850 Main Street P.O. Box 7006 Bridgeport, CT 06601-7006 Tel: (203) 330-2215 Fax: 203-257-0993 Email: jgrossarth@pullcom.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $500,000 to $1 million The petition was signed by Benjamin Fischman, president. A list of Affinity Healthcare's 19 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb16-30043.pdf ALANCO TECHNOLOGIES: Reports Net Loss, Going Concern Doubt ---------------------------------------------------------- Alanco Technologies, Inc. reported a net loss of ($403,300) during the three months ended September 30, 2015, and for fiscal year ended June 30, 2015, the company reported a net loss of ($900,600). Historically, the company had relied on the liquidation of its investment in Marketable Securities to fund working capital needs. The company sold all remaining marketable securities during fiscal 2015. "These factors raise doubt about the company's ability to continue as a going concern for the next year," Danielle L. Haney, chief financial officer of the company, said in a regulatory filing with the U.S. Securities and Exchange Commission on November 16, 2015. "The company's fiscal 2016 operating plan contemplates development of the Alanco Energy Services, Inc. (AES) Indian Mesa site. In order to develop the Indian Mesa site in Colorado, the company will need additional financing which may be in the form of public or private debt or equity financing, or both. Management cannot assure that it will secure additional financing in order to achieve projections. If adequate funds are not available or are not available on acceptable terms, the company's business, operating results, financial condition and ability to continue operations may be materially adversely affected. Management has historically been successful in obtaining financing and has demonstrated the ability to implement a number of cost-cutting initiatives to reduce working capital needs or the company may seek to sell assets. Accordingly, the accompanying consolidated financial statements have been prepared assuming the Company will continue to operate and do not include any adjustment that might be necessary if the company is unable to continue as a going concern. As a result, the company's independent registered public accounting firm included an explanatory paragraph in their audit opinion on the consolidated financial statements of the company for the fiscal year ended June 30, 2015 discussing the substantial doubt of the company's ability to continue as a going concern." At September 30, 2015, the company had total assets of $4,890,500, total liabilities of $1,374,100 and total shareholders' equity of $3,516,400. For the three months ended September 30, 2015, the company reported a net loss of $403,300 as compared with a net loss of $178,200 for the three months ended September 30, 2014. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/zdlxefk Scottsdale, Arizona-based Alanco Technologies, Inc. (OTCBB: ALAN ) was incorporated in 1969 under the laws of the state of Arizona. During the fiscal year ended June 30, 2012, the company formed Alanco Energy Services, Inc. (AES) for the purpose of obtaining property to establish a water disposal facility near Grand Junction, Colorado to receive produced water generated as a byproduct from oil and natural gas production in Western Colorado. The new facility started to receive produced water in August 2012. AMERICAN APPAREL: Financial Stakeholders Back Chapter 11 Plan ------------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported that American Apparel Inc. on Jan. 11, 2016, said that its financial stakeholders have put their support behind the company's restructuring plan, days after the retailer's ousted Chief Executive Dov Charney backed a $200 million takeover bid. American Apparel said that it has reached an agreement on a revised Chapter 11 plan with its committee of unsecured creditors and a group of lenders that hold more than 90% of the retailer's secured debt. Among other changes, the plan provides a $2.5 million pool for unsecured creditors. 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. 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: Former CEO Reports 41% Stake as of Jan. 11 ------------------------------------------------------------ American Apparel, Inc.'s former chief executive officer Dov Charney filed with the Securities and Exchange Commission Amendment No. 17 to his Schedule 13D, disclosing his ownership of the Company's Common Stock, $0.0001 par value per share. According to Mr. Charney, he may be deemd to beneficially own 74,560,813 shares -- or roughly 41.4% -- of American Apparel shares as of Jan. 11, 2016. The SEC filing was made at the same time Mr. Charney and his investment group announced a $300 million offer to acquire American Apparel. The investor group comprised of Hagan Capital Group and Silver Creek Capital Partners. The offer comes as American Apparel prepares for a hearing later this month to seek confirmation of its Joint Plan of Reorganization to exit bankruptcy protection. Hearing on the Plan will be held before Judge Brendan L. Shannon in Delaware on Jan. 20, 2016 at 10:00 a.m. (prevailing Eastern Time), according to a report by the Troubled Company Reporter. Cardinal Advisors, LLC serves as financial advisor to Mr. Charney and Proskauer Rose LLP serves as legal counsel to Hagan Capital Group and Silver Creek Capital Partners. 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. * * * A hearing to consider confirmation of American Apparel, Inc., et al.'s Joint Plan of Reorganization will be held before Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware on Jan. 20, 2016 at 10:00 a.m. (prevailing Eastern Time). The Plan will allow the Debtors to strengthen their balance sheet by converting over $200 million of Prepetition indebtedness into Reorganized American Apparel Equity Interests and enabling the Debtors to obtain a material infusion of new equity and debt capital upon emergence that will permit the Debtors to exit bankruptcy protection expeditiously and with sufficient liquidity to implement their business plan. In addition, the Plan will provide distributions to general unsecured creditors in the form of units in a litigation trust and, to each class of general unsecured creditors that accepts the Plan, a portion of a $1 million cash payment. The GUC Payment will be divided as follows: -- $10,000 for GUCs against American Apparel, Inc. -- $517,000 for GUCs against American Apparel (USA), LLC -- $470,000 for GUCs against American Apparel Retail, Inc. -- $1,000 for GUCs against American Apparel Dyeing & Finishing -- $1,000 for GUCs against KCL Knitting, LLC -- $1,000 for GUCs against Fresh Air Freight, Inc. Parties who support the Plan include 100% of the lenders under the Prepetition ABL Facility, holders of over 95% in amount of the Prepetition Notes, and lenders under the Lion Credit Facility and the UK Loan. A full-text copy of the Disclosure Statement dated Nov. 20, 2015, is available at http://bankrupt.com/misc/AAds1120.pdf AMERICAN APPAREL: Former CEO, Investor Group Bid $300M ------------------------------------------------------ An investor group comprised of Hagan Capital Group and Silver Creek Capital Partners announced on Jan. 11 that they have submitted a $300 million offer to acquire American Apparel, Inc. According to a press statement: -- the Offer, which values American Apparel at $300 million, is superior to the debtor's plan of reorganization and is a win-win solution for the Company and all of its stakeholders -- the Debtor's plan is not feasible and will lead to poor long-term recoveries for the Company's stakeholders and put thousands of manufacturing jobs in Los Angeles at risk -- The acquisition proposal has the support of the Company's founder, Dov Charney, whose leadership and vision is central to American Apparel's long-term viability. The offer comes as American Apparel prepares for a hearing later this month to seek confirmation of its Joint Plan of Reorganization to exit bankruptcy protection. Hearing on the Plan will be held before Judge Brendan L. Shannon in Delaware on Jan. 20, 2016 at 10:00 a.m. (prevailing Eastern Time), according to a report by the Troubled Company Reporter. The American Apparel investment would be managed by PressPlay Group, the private equity arm of San Francisco- and Shanghai-based PressPlay Global, which is backed by Hagan and Silver Creek. The terms of the proposal includes: -- An investment from the Investor Group of $130 million, including $90 million of new equity and $40 million of a new term loan. -- American Apparel would exit bankruptcy with approximately $160 million of liquidity and new equity, including cash, a new $50 million undrawn revolving credit facility, and $90 million of equity cushion at closing, versus approximately $75 million under the debtor's plan of reorganization. -- The total enterprise value of the proposed transaction is $300 million, an attractive valuation to the debtor and above the valuation range of $180 to $270 million publicly stated by the debtor in its disclosure statement. The Investor Group's offer is an upward revision to a prior proposal submitted by the Investor Group to the Company in December 2015. -- The Company's pre-petition senior lenders will receive a recovery of over 100% versus 33% to 77% under the debtor's plan, assuming the low and high values of the debtor's valuation range. Additionally, the unsecured creditors will receive a recovery of ten times that under the debtor's plan, plus the benefits from the enhanced long-term viability of the enterprise. "American Apparel is a proven viable business model that needs to be scaled from a sales point of view and should not be in bankruptcy. If the Company is not turned around it will be a pointless loss of American manufacturing jobs. We strongly urge the creditors to evaluate and accept our offer," stated Chad Hagan, Managing Partner of Hagan Capital Group. Headquartered in Los Angeles, American Apparel is an iconic company in the apparel industry, operating the largest clothing manufacturing facility in the United States. In 2014, the Company generated over $600 million of net sales and reported $40 million of Adjusted EBITDA. Mr. Charney has a consistent track record of driving the Company's business, growing sales for 25 consecutive years with just one exception. Hagan states, "Dov's creativity, entrepreneurialism, and dedication are the cornerstone of American Apparel. Removing him from the Company's board and leadership was a shortsighted mistake and we are seeing the results of this error unfold in the declining performance of the Company today." According to the press statement, in the nine months ended September 30, 2015, following Mr. Charney's departure from the Company but prior to the Company's bankruptcy filing, net sales and gross profits at American Apparel declined 15.5% and 29.2%, respectively. These trends have not showed signs of reversing with net sales down 19.1% on a year-over-year basis for the third quarter of 2015, the last publicly disclosed financial information for the Company. "The Company's existing management team has had a year to prove its business strategies for American Apparel. The historical record on this is clear at this point: the Company is a far less profitable business than it was under Mr. Charney's tenure as Chairman and CEO, and the Company's sales and EBITDA only continue to deteriorate further under the new regime. We believe that under the strategy being pursued by current management, the debtor's plan, if confirmed by the court, will ultimately prove unfeasible. This will result in disastrous outcomes for the Company's various stakeholders," commented Hagan. Charney has developed a business plan that he and the Investor Group believe would rapidly improve the Company's business performance. He has also held discussions with many highly regarded industry executives with exceptional track records, interested in joining the Company if the Investor Group's proposal were to be successful and Charney returns. Mr. Charney stated, "American Apparel is one of the largest private sector employers in the city of Los Angeles, providing thousands of manufacturing jobs. This discussion is not just about the impact on the investor returns, but also about the livelihood of thousands of workers. I am confident that given the opportunity I will successfully turn around the Company's fortunes, return it to profitability and to a market leading position again." Cardinal Advisors, LLC is serving as financial advisor to Mr. Charney and Proskauer Rose LLP is serving as legal counsel to Hagan Capital Group and Silver Creek Capital Partners. Contact: Chadwick Hagan, Managing Partner HAGAN CAPITAL GROUP / HCG, INC. 995 Canton Street Roswell, GA 30075 - and - David Felman CARDINAL ADVISORS 8391 Beverly Blvd., Suite 443 Los Angeles, CA 90048 Tel: (310) 903-1115 E-mail: david.felman@cardinal-advisors.com - and - Dov Charney 1809 Apex Avenue Los Angeles, CA 90026 Tel: (213) 923-7943 E-mail: dovcharneypersonal@gmail.com 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. * * * A hearing to consider confirmation of American Apparel, Inc., et al.'s Joint Plan of Reorganization will be held before Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware on Jan. 20, 2016 at 10:00 a.m. (prevailing Eastern Time). The Plan will allow the Debtors to strengthen their balance sheet by converting over $200 million of Prepetition indebtedness into Reorganized American Apparel Equity Interests and enabling the Debtors to obtain a material infusion of new equity and debt capital upon emergence that will permit the Debtors to exit bankruptcy protection expeditiously and with sufficient liquidity to implement their business plan. In addition, the Plan will provide distributions to general unsecured creditors in the form of units in a litigation trust and, to each class of general unsecured creditors that accepts the Plan, a portion of a $1 million cash payment. The GUC Payment will be divided as follows: -- $10,000 for GUCs against American Apparel, Inc. -- $517,000 for GUCs against American Apparel (USA), LLC -- $470,000 for GUCs against American Apparel Retail, Inc. -- $1,000 for GUCs against American Apparel Dyeing & Finishing -- $1,000 for GUCs against KCL Knitting, LLC -- $1,000 for GUCs against Fresh Air Freight, Inc. Parties who support the Plan include 100% of the lenders under the Prepetition ABL Facility, holders of over 95% in amount of the Prepetition Notes, and lenders under the Lion Credit Facility and the UK Loan. A full-text copy of the Disclosure Statement dated Nov. 20, 2015, is available at http://bankrupt.com/misc/AAds1120.pdf AMERICAN APPAREL: IRS, Texas Taxmen Oppose Chapter 11 Plan ---------------------------------------------------------- Jack Newsham at Bankruptcy Law360 reported the IRS and two Texas tax collectors have filed objections to American Apparel's Chapter 11 reorganization plan, saying the plan lacks provisions for interest on overdue taxes and wrongly prevents the revenue collectors from offsetting tax debts with refunds. American Apparel hopes to wrap up its bankruptcy claims soon by swapping out $200 million in debt for equity in the reorganized company and cutting its interest payments, and a hearing on confirmation of its reorganization plan is scheduled for Jan. 20. 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. 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 EDUCATION: Raises Going Concern Doubt Status ----------------------------------------------------- American Education Center, Inc.'s expenses continue to exceed its revenue and support which has created a deficiency in stockholders' equity of approximately $184,000. In addition, as of September 30, 2015 the company has a working capital deficiency of $104,000. "These factors raise substantial doubt regarding the company's ability to continue as a going concern," said Hinman Au, chief executive officer, and Max Chen, president, chairman, chief financial officer and secretary of the company in a regulatory filing with the U.S. Securities and Exchange Commission on November 16, 2015. "The continuation of the company as a going concern is dependent upon its ability to generate revenue significantly in excess of its expenses to generate profitable operations. The company has created and implemented a financial recovery plan to mitigate these risks. The plan includes implementation of a more aggressive cash collection program to address the company's liabilities and alleviate its cash flow constraints. The company also created a break-even budget for the next quarter and has already made significant effort to cut non-operating expenses." At September 30, 2015, the company had total assets of $1,304,319, total liabilities of $1,488,067 and total stockholders' deficit of $183,748. The company posted a net loss of $250,947 for the three months ended September 30, 2015, compared with a net income of $221,385 for the same period in 2014. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/zh7qxyw American Education Center, Inc. is engaged in education-related consulting services between the United States and China. The New York-based company currently provides exchange and placement services to qualified U.S. educators to teach in China. AMERICAN POWER: Completes $2.2 Million Private Placement Financing ------------------------------------------------------------------ American Power Group Corporation announced the completion of a private placement of $2.2 million of Series D Convertible Preferred Stock with several existing shareholders and investors affiliated with members of its Board of Directors. Each of the 22 shares of Series D Preferred Stock had a purchase price of $100,000 and is convertible, at any time at the option of the holder, into 1,000,000 shares of common stock. In addition, the Company issued five-year warrants to purchase up to 2,000,000 shares of common stock for each share of Series D Preferred Stock purchased, with an exercise price of $0.10 per share. The warrants are subject to certain exercise restrictions, do not contain cashless exercise provisions and do not contain antidilution protections. All of the warrants previously issued to each investor in this financing were amended to provide that the investor may not exercise those warrants until the investor exercises the new warrants for cash. The Series D Preferred Stock has a 10% annual dividend, accruing quarterly and payable when, as and if declared by the Company's Board of Directors, in cash or in shares of common stock at our option. The holders of the Series D Preferred Stock will receive certain liquidation preferences over the holders of the Company's other convertible preferred stock and common stock, and have been provided similar preferential treatment with respect to all other shares of convertible preferred stock held by them. Further details of the financing are set forth in a current report on Form 8-K filed with the Securities and Exchange Commission, which is available for free at http://is.gd/3dgmNO Chuck Coppa, American Power Group's CFO stated, "We cannot be more pleased with the fact that, once again, several large shareholders affiliated with members of our Board of Directors have made substantial investments in APG - in this case, an additional $2.2 million on top of more than $11 million provided by these investors to date. We believe it speaks volumes to the level of support and confidence these individuals have in APG, our management team and strategic business plan." Forbearance Agreement with WPU In connection with the financing, the Company and its American Power Group, Inc. subsidiary entered into a Forbearance and Waiver Agreement with WPU Leasing, LLC to defer until De. 1, 2016, the payment of approximately 69% of the principal and interest payments currently payable and subsequently to become payable to WPU under certain promissory notes. APGI must continue to make the balance of the principal and interest payments as they become due. WPU waived all existing events of default related to the payments of principal and interest under the notes. On Dec. 1, 2016, APGI must pay to WPU all amounts due to WPU pursuant to the notes, including (i) all amortized but unpaid principal and accrued but unpaid interest through such date and (ii) penalty interest through such date on all overdue amounts. From and after June 30, 2016, WPU has the option to accept payment or all or any portion of the amounts due under the notes as of June 30, 2016, and as of the last day of each month thereafter through and including Nov. 30, 2016, in shares of Common Stock. Notwithstanding WPU's waivers and agreements to forbear from exercising its rights, WPU will have no obligation to make further advances to APGI under its existing secured financing agreement and secured loan agreement without its consent. About American Power Group American Power Group's alternative energy subsidiary, American Power Group, Inc., provides a cost-effective patented Turbocharged Natural Gas conversion technology for vehicular, stationary and off-road mobile diesel engines. American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and compressed natural gas; (3) diesel fuel and pipeline or well-head gas; and (4) diesel fuel and bio-methane, with the flexibility to return to 100 percent diesel fuel operation at any time. The proprietary technology seamlessly displaces up to 80% of the normal diesel fuel consumption with the average displacement ranging from 40 percent to 65 percent. The energized fuel balance is maintained with a proprietary read-only electronic controller system ensuring the engines operate at original equipment manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models and end-market applications require no engine modifications unlike the more expensive invasive fuel-injected systems in the market. Additional information at http://www.americanpowergroupinc.com/ American Power reported a net loss available to common stockholders of $3.25 million on $6.28 million of net sales for the year ended Sept. 30, 2014, compared to a net loss available to common stockholders of $2.92 million on $7.01 million of net sales for the year ended Sept. 30, 2013. As of June 30, 2015, the Company had $8.9 million in total assets, $7.7 million in total liabilities and $1.1 million in total stockholders' equity. ARCE RIVERSIDE: Can Recover $1.1-Mil. from Penn Equities -------------------------------------------------------- Following a two-day trial on the objection of Debtor Arce Riverside, LLC and Debtor Kera Riverside, LLC to the claim (twice amended) of Penn Equities, LLC, the U.S. Bankruptcy Court for the Northern District of California issued a memorandum decision sustaining the Debtors' objection and disallowing usurious interest paid to Penn. Penn did not file an adversary proceeding or lawsuit for recovery of the principal and interest. The Debtors likewise did not file an action against Penn for recovery of the usurious interest. Rather, Penn chose to file and amend its proof of claim to include a demand for all of the debt (including usurious interest), and Debtors sought an offset of the usurious interest. In a Memorandum Decision dated December 30, 2015, which is available at http://is.gd/nmclk1from Leagle.com, U.S. Bankruptcy Judge Dennis Montali finds and concludes that for the purposes of determining the limitations period for the Debtors' usury claims, Penn's filing of its claim commenced an action against the Debtors and the Debtors' objection asserting usury constituted a counterclaim. The Debtors are therefore entitled to recover all usurious interest payments, even those preceding November 12, 2011, subject to an offset in the amount of post-maturity interest to which Penn is entitled. That amount (excluding the offset) is $1,375,847. The Debtors contend that Penn cannot recover post-maturity interest on its usurious loan. Here, the note is secured by real property so Penn is not entitled to ten percent interest. But the Debtors' contention that this precludes Penn from recovering any post-maturity interest is unavailing, as California law permits recovery of seven percent interest in these circumstances. Penn is entitled to offset $217,960.92 (the amount of interest accruing at 7% from the date of loan maturity to the date of loan payment) against the amount of the usurious interest ($1,375,847.00) owed to the Debtors. The bankruptcy cases are In re ARCE RIVERSIDE, LLC, Chapter 11, Debtor, and In re KERA RIVERSIDE, LLC, Chapter 11 Debtor, Nos. 13-32456DM, 13-32457DM (Bankr. N.D. Calif.). Arce Riverside, LLC, Debtor, is represented by: Elizabeth Berke-Dreyfuss, Esq. WENDEL, ROSEN, BLACK & DEAN LLP 1111 Broadway, 24th Floor Oakland, CA 94607 Phone: 510.834.6600 Fax: 510.808.4652 Email: edreyfuss@wendel.com Arce Riverside, LLC, based in Redwood City, California, filed for Chapter 11 protection (Bankr. N.D. Cal. Case No. 13-32456) on Nov. 12, 2013. Kera Riverside, LLC, also in Redwood City, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 13-32457) on Nov. 12. Chris D. Kuhner, Esq., at Kornfield, Nyberg, Bendes and Kuhner, serves as counsel to the Debtors. Arce and Kera each estimated $1 million to $10 million in both assets and debts. The petitions were signed by George Arce, managing member. A list of Arce's two largest unsecured creditors is available for free at http://bankrupt.com/misc/canb13-32456.pdf A list of Kera's two largest unsecured creditors is available for free at http://bankrupt.com/misc/canb13-32457.pdf ARCH ALUMINUM: "Glasstex" Appeal Reinstated ------------------------------------------- The Court of Appeals of Texas, Thirteenth District, Corpus Christi, Edinburg, ordered the reinstatement of the case captioned GLASSTEX, INC., Appellant, v. ARCH ALUMINUM AND GLASS CO. INC., AND JAMES P. GRISSOM, Appellees, No. 13-07-00483-CV (Tex. App.). The case has been pending since July 12, 2007. The appeal was abated as a result of the filing of Arch Aluminum and Glass Co. Inc.'s Chapter 11 Bankruptcy in Florida federal court. On August 19, 2015, Arch and Grissom asserted in its status report that Glasstex, Inc., "failed or refused to file" a claim against it in bankruptcy court. Arch then sought to dismiss Glasstex's appeal for failing to file a status report with the appellate court, or obtain an order lifting the automatic stay in bankruptcy court and file that order with the appellate court. Glasstex asserted that Arch failed to provide any argument or proof to dismiss the case and that the appellate court should render an opinion on the merits of the appeal. After considering the filings in the case and the arguments of the parties, the Court of Appeals of Texas, Thirteenth District, ordered the reinstatement of the case for full consideration of the appeal on its merits. A full-text copy of the appellate court's December 18, 2015 order of reinstatement is available at http://is.gd/3g6ooafrom Leagle.com. About Arch Aluminum & Glass Tamarac, Florida-based Arch Aluminum & Glass Co., Inc. -- fka Trident Consolidated Industries, Arch, Inc., and Arch Tulsa Acquisition Co.; and dba Arch Mirror North, Arch Mirror South, Architectural Safety Glass, Arch Mirror West, Arch Tempered Glass Products, and Arch Deco Glass -- was founded in 1978 by Robert Silverstein, as a small South Florida glass and metal distributor with a single truck. During the 1980's the Company opened fabrication facilities and additional distribution facilities in Florida and the Northeast. The Company provides a comprehensive line of products and services to more than 5,000 customers from 28 office, manufacturing and distribution facilities located in 19 states nationwide. The Company filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 09-36232) on Nov. 25, 2009. The Company estimated $100 million to $500 million in assets and liabilities as of the Chapter 11 filing. The Company's affiliates -- Arch Aluminum L.C.; AWP, LLC, dba Yale-Ogron; Arch Aluminum and Glass International Inc.; and AAG Holdings, Inc. -- also filed separate Chapter 11 petition. Paul J. Battista, Esq., at Genovese Jblove & Battista, P.A., serves as bankruptcy counsel to the Debtors. Vincen J. Colistra at Phoenix Management Services is the Debtors' restructuring services provider. Michael Dillahunt and Piper Jaffrey & Co. is the Debtors' investment banker ARCHDIOCESE OF ST. PAUL: Seeks Approval of Chancery Sale -------------------------------------------------------- The Archdiocese of Saint Paul and Minneapolis asks the U.S. Bankruptcy Court for the District of Minnesota to approve the sale of real property known as the Chancery and to authorize the Archdiocese to enter into a short term lease on the real property to be sold, pending relocation of the operations currently conducted in the Chancery. The property to be sold consists of certain real property and improvements located at 226 Summit Avenue and 230 Summit Avenue in St. Paul, Minnesota ("Chancery"). The Chancery, includes both the Chancery building, 226 Summit Avenue, which houses offices for the Archdiocese's operations, and the Archbishop's Residence, 230 Summit Avenue, which is connected to the Chancery building. The Chancery was valued for purposes of the Archdiocese's schedules at $6,297,100 and was provided an estimated value of between $2,500,000 to $3,500,000 in a June 2013 analysis by NorthMarq Real Estate Services, LLC. Richard D. Anderson, Esq., at Briggs and Morgan, P.A., in Minneapolis, Minnesota, relates that United Properties Development LLC sent a letter of intent for the purchase of the Chancery, and after further arm's-length negotiations, the Archdiocese entered into a purchase agreement with united Properties as the stalking horse bidder, with the objective of utilizing a competitive auction process in order to maximize the sale price of the Chancery. Mr. Anderson further relates that the United Properties Purchase Agreement contemplates a purchase price of $2,750,000, subject to higher and better bids, with an earnest money deposit requirement of $50,000. Mr. Anderson notes that the United Properties Purchase Agreement includes certain restrictions on the use of the Property to conform with the requirements of Canon Law and to reflect the fact that the Chancery has been identified with the Archdiocese by reason of its long and continued ownership and use by the Archdiocese. He believes that these restrictions will not detract from the market value of the Chancery. Mr. Anderson tells the Court that the Archdiocese will require a certain period of time to secure alternative office space. He further tells the Court that the United Properties Purchase Agreement contemplates that the Archdiocese and United Properties, or an alternative bidder for the Property, will enter into a lease for a period ending on June 30, 2016, after which time the lease will continue until termination by either party upon three months' prior written notice. Mr. Anderson contends that during the initial term and any extensions thereof, the Archdiocese's occupancy shall be on a rent-free basis, and that the Archdiocese will pay for utilities, repair and maintenance of the Property. Mr. Anderson relates that the United Properties Purchase Agreement also contemplates a View Easement Agreement to be contemporaneously entered into by and between United Properties and the Archdiocese. Mr. Anderson further relates that the View Easement Agreement provides that so long as the Cathedral of Saint Paul remains situated on neighboring property located at 239 Selby Avenue, Saint Paul, Minnesota, no structure, building, improvement, or construction of any kind will be placed on any part of the Property which rises to an elevation to be agreed upon by the Buyer and Seller that would inhibit the view of or from the Cathedral. Mr. Anderson adds that the View Easement Agreement contingency has been resolved by United Properties and the Archdiocese and the maximum elevation of any redevelopment of the Property is 50 feet and five stories. The Archdiocese has developed, among others, the following proposed sale and bidding procedures which will govern the sale of the Property: (1) Completion of due diligence and submission of bids - March 18, 2016, 3:00 p.m. (2) Notification to potential bidders - March 23, 2016 (3) Objections to sale - March 25, 2016 (4) Auction - March 29, 2016 (5) Objections to conduct of the auction - March 30, 2016 at 11:59 p.m. (6) Sale Hearing date - March 31, 2016 The Archdiocese submits that the Sale Procedures are fair and reasonable and are necessary to allow the Archdiocese to evaluate its sale options through a controlled structure. The Archdiocese further submits that the Sale Procedures will provide purchasers with predictability and orderliness throughout the bidding and sale process. The Archdiocese of Saint Paul and Minneapolis is represented by: Richard D. Anderson, Esq. Charles B. Rogers, Esq. Benjamin E. Gurstelle, Esq. BRIGGS AND MORGAN, P.A. 2200 IDS Center 80 South 8th Street Minneapolis, MN 55402 Telephone: (612)977-8400 Facsimile: (612)977-8650 E-mail: randerson@briggs.com crogers@briggs.com bgurstelle@briggs.com About The Archdiocese of Saint Paul The Archdiocese of Saint Paul and Minneapolis was originally established by the Vatican in 1850 and serves a geographical area consisting of 12 greater Twin Cities metro-area counties in Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chicago, Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright counties. There are 187 parishes and approximately 825,000 Catholic individuals in the region. These individuals and parishes are served by 3999 priests and 173 deacons. The Archdiocese of St. Paul and Minneapolis filed for Chapter 11 protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan. 16, 2015, saying it has large and growing liabilities related to child sexual abuse and that its pension obligations are underfunded. The Debtor disclosed $45,203,010 in assets and $15,890,460 in liabilities as of the Chapter 11 filing. The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11 counsel; BGA Management LLC d/b/a Alliance Management as financial advisor; Lindquist & Vennum LLP as attorney. Eleven other dioceses have commenced Chapter 11 bankruptcy cases in the United States to settle claims from current and former parishioners who say they were sexually molested by priests. U.S. Trustee for Region 12 appointed five creditors to serve on the official committee of unsecured creditors. The U.S. Trustee appointed five creditors to serve on the Committee of Parish Creditors. Ginny Dwyer appointed as the acting chairperson of the committee until such time as the members can meet and officially elect their own person. ARKANOVA ENERGY: Reports $3.32 Million Net Loss for Fiscal 2015 --------------------------------------------------------------- Arkanova Energy Corporation filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $3.32 million on $452,686 of total revenue compared to a net loss of $3 million on $844,303 of total revenue for the year ended Sept. 30, 2014. As of Sept. 30, 2015, the Company had $3.65 million in total assets, $18.59 million in total liabilities and a $14.94 million total stockholders' deficit. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2015, citing that the Company has incurred cumulative losses since inception and has negative working capital, which raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/aQuQea About Arkanova Austin, Tex.-based Arkanova Energy Corporation is a junior producing oil and gas company and is also engaged in the acquisition, exploration and development of prospective oil and gas properties. It holds mineral leases in Delores County, Lone Mesa State Park, Colorado and leasehold interests located in Pondera and Glacier Counties, Montana. The Company reported a net loss of $3 million on $844,000 of total revenue for the year ended Sept. 30, 2014, compared with a net loss of $2.73 million on $849,900 of total revenue for the year ended Sept. 30, 2013. ATLANTIC CITY, NJ: Amended Three Rescue Bills Move Closer to Law ---------------------------------------------------------------- Jeannie O'Sullivan at Bankruptcy Law360 reported amended versions of three New Jersey bills aiming to stabilize Atlantic City's faltering economy received final Senate approval on Jan. 7, 2016, sealing their passage in both houses of the Legislature and signaling hope for a resort town dogged by casino closures and tax woes. The anchor of the proposal, A3981, calls for a payment-in-lieu-of-taxes plan to stabilize the town's fiscal health. A3984 would reallocate a casino tax that's being used for redevelopment projects to help the city pay debt service on municipal bonds. ATNA RESOURCES: Wants Approval of Key Employee Retention Plan ------------------------------------------------------------- BankruptcyData reported that Atna Resources filed with the U.S. Bankruptcy Court a motion for order authorizing implementation of a key employee retention plan (KERP) for non-insider employees. The motion explains, "The key employees are individuals who have valuable and, in some instances, irreplaceable institutional knowledge of the Debtors' businesses, systems, commercial relationships, and operations and who are integral to maintaining operational stability and driving cash flow. They are also, therefore, essential to the Debtors' efforts to reorganize in Chapter 11. The key employees would be exceptionally difficult to replace under normal circumstances, and it would be even more difficult as a practical matter given the commencement of the cases. It is critical for the Debtors to do their utmost to ensure the continued commitment and service of the key employees during the pendency of the cases in order to avoid disruption to their ongoing business operations and irreparable harm to their efforts to maximize value...The eight key employees will be eligible to receive payments totaling approximately $100,000 in the aggregate. The specific amounts which the individuals will be eligible to receive are a fixed amount." The Debtors also filed a separate motion seeking to keep Exhibit A of its KERP motion sealed and restrict public access. About Atna Resources Atna Resources, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Colo. Proposed Lead Case No. 15-22848) on Nov. 18, 2015. The petition was signed by Rodney D. Gloss as vice president & chief financial officer. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of $50 million to $100 million. Squire Patton Boggs (US) LLP represents the Debtors as counsel. The Company's business is to explore, acquire, develop, and mine precious metals, uranium and other mineral properties. BANKRATE INC: S&P Raises CCR to 'BB-' on SEC Settlement ------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit rating on New York-based Bankrate Inc. to 'BB-' from 'B+'. The rating outlook is stable. At the same time, S&P raised its issue-level rating on Bankrate's senior unsecured notes to 'BB-' from 'B+'. The recovery rating remains unchanged at '3', 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 raised its issue-level rating on the company's revolving credit facility to 'BB+' from 'BB'. The recovery rating remains unchanged at '1', indicating S&P's expectation for very high recovery (90%-100%) of principal in the event of a payment default. "The upgrade is based on our belief that Bankrate no longer has any severe internal control deficiencies because the company has completed the required remediation actions needed to strengthen the internal controls over its financial reporting," said Standard & Poor's credit analyst Heidi Zhang. The remedial measures included replacing the chief financial officer, process and organizational restructuring, and an intensive review by the company's audit committee. The Department of Justice's (DOJ's) investigation is still ongoing, with no anticipated date of resolution, and S&P expects modest liquidity impact from any potential fees or fines. As a result of these developments, S&P also revised its management and governance assessment of the company to "fair" from "weak." "The stable rating outlook reflects our expectation that Bankrate's leverage will stay in the mid-2x area over the next 12 months and the ongoing DOJ investigation could have a modest liquidity impact while presenting potential risks and uncertainties," said Ms. Zhang. S&P could lower its corporate credit rating on Bankrate by one notch to 'B+' if the company's leverage rises above 3.5x due to potential DOJ legal fines, meaningful deterioration in its operating performance, new competitors aggressively taking away market share, or large debt-financed acquisitions. Although less likely, S&P could raise the rating by one notch to 'BB' if the company meaningfully improves the diversity of its business lines and increases scale. BUDD COMPANY: Seeks to Modify UAW Retiree Benefits -------------------------------------------------- The Budd Company, Inc., asks the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, to authorize it to modify UAW Retiree Benefits. The Debtor relates that in order to address its obligations to its creditors, including its Retirees, the Debtor has: (a) filed its Plan; (b) sought approval of the TKNA Settlement Agreement that is attached to and incorporated into the Plan; and (c) proposed to the Retiree Committee and the UAW modifications to Retiree Benefits that are necessary for the Debtor to confirm the Plan. The Debtor further relates that the effectiveness of both the Plan and the Debtor's proposed modifications to Retiree Benefits expressly are contingent on approval of the TKNA Settlement Agreement, which will provide hundreds of millions of dollars of value for the benefit of the Debtor's estate. The Debtor further relates that the Plan and TKNA Settlement Agreement together provide that the vast majority of the Debtor's assets which are the balance of the Debtor's assets after providing for fair distributions to other creditors, will be contributed to VEBAs to fund Retiree Benefits for UAW Retirees and E&A Retirees. The Debtor tells the Court that the Plan and TKNA Settlement Agreement will provide more than an estimated $575 million in cash dedicated to payment of Retiree Benefits. The Debtor further tells the Court that this amount will provide for aggregate distributions to UAW Retirees and E&A Retirees of approximately $822 million and $105 million, respectively. The Debtor contends that it has no more assets available for its creditors. The Debtor further contends that because, under the Plan and the TKNA Settlement Agreement, the Debtor has no other assets that are available or that will become available to pay Retiree Benefits, it is necessary for the Debtor to modify its Retiree Benefits in order to confirm the Plan and exit Chapter 11. The Debtor tells the Court that it has made a proposal, which is embodied in the terms of its Plan, to provide all of its Retirees, including UAW Retirees, with individual, tax-free Health Reimbursement Accounts ("HRAs") that will allow them to obtain lifetime healthcare coverage and benefits consistent with and substantially similar to the benefits they currently enjoy. The Debtor's motion is scheduled for hearing on Jan. 19, 2016, at 10:00 a.m. The Budd Company is represented by: Jeff F. Marwil, Esq. Jeremy T. Stillings, Esq. Brandon W. Levitan, Esq. PROSKAUER ROSE LLP 70 W. Madison St. Chicago, IL 60602-4342 Telephone: (312)962-3550 Facsimile: (312)962-3551 E-mail: jmarwil@proskauer.com jstillings@proskauer.com blevitan@proskauer.com About The Budd Company The Budd Company, Inc., a former supplier to the automotive industry, filed for chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle potential claims against its parent, ThyssenKrupp AG. The company -- which ceased manufacturing operations in 2006 and does not have any current employees, facilities or customers -- has obligations consisting largely of medical and other benefits to approximately 10,000 former employees. Liabilities amount to approximately $1 billion with assets of approximately $400 million. Most of the debt consists largely of medical and other benefits to approximately 10,000 former employees. The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in liabilities as of the Chapter 11 filing. The Hon. Jack B. Schmetterer oversees the case. The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent, and Conway MacKenzie Management Services, LLC's Charles M. Moore as CRO. The U.S. Trustee appointed five individuals to serve on the Committee of Executive & Administrative Retirees. The Segal Company (Eastern States), Inc. serves as the Committee's actuarial consultant. The Committee retained Solic Capital Advisors, LLC as its financial advisor. Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois, represents the ad hoc committee of asbestos personal injury claimants. CAESARS ENTERTAINMENT: Digs In on Fight Over Asset Transfer Docs ---------------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported that Caesars Entertainment's bankrupt operating unit is continuing to demand the release of confidential documents tied to a series of controversial transactions that forced it into bankruptcy, telling an Illinois judge on Jan. 6, 2016, that its corporate parent have been stonewalling its efforts. Caesars Entertainment Operating Corp. said in court papers that its parent, Caesars Entertainment Corp., which is not in bankruptcy, has failed to establish why the 11,212 documents it seeks should be withheld from the Debtor. The documents allegedly contain information on a series of transfers. In a separate report, Stewart Bishop said that a New York bankruptcy judge on Jan. 5, 2016, refused a bid by trustees BOKF NA and UMB Bank NA to force Caesars Entertainment Corp. to make good on $7 billion in Caesars Entertainment Operating Co. notes, saying an issue of fact remains as to whether or not the underlying contracts demand payment. Bondholders contend that CEC's decision last year to disavow the guarantees was part of a campaign by its private equity sponsors, Apollo Global Management LLC and TPG Capital, to loot CEOC. 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. On February 5, 2015, U.S. Trustee Patrick Layng appointed nine creditors to the Debtors' official committee of unsecured creditors. Two of these creditors -- the Board of Levee Commissioners for the Yazoo Mississippi Delta and MeehanCombs Global Credit Opportunities Master Fund LP -- resigned from the committee following their appointment. They were replaced by the National Retirement Fund and Relative Value-Long/Short Debt, a Series of Underlying Funds Trust. COLT DEFENSE: Stakeholder Sciens Lines Up Cash for Bankruptcy Exit ------------------------------------------------------------------ Peg Brickley at Dow Jones reported that majority stakeholder Sciens Capital Management said that it has lined up the cash to stay involved in the capital-raising effort designed to pay gun maker Colt Defense LLC's way out of bankruptcy. Colt's private-equity owner negotiated a longer timeline to come up with the $15 million it pledged to the turnaround of its long-time portfolio company after missing a Dec. 28 initial funding deadline. 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 (Bankr. D. Conn.). 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. 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 $13.3 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. Sciens Capital is represented by Skadden, Arps, Slate, Meagher & Flom LLP's Anthony W. Clark, Esq., and Jason M. Liberi, Esq. CONNEAUT LAKE VOLUNTEER: Files for Ch 11 Bankruptcy Protection -------------------------------------------------------------- Conneaut Lake Volunteer Fire Department of Conneaut Lake filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-10019) on Jan. 12, 2016, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by George Zeljak, president. Keith Gushard at The Meadville Tribune relates that Mercer County State Bank filed with the Crawford County Court of Common Pleas in December 2015 a mortgage foreclosure action against the Company to recover more than $1.6 million in outstanding mortgage debt, interest and penalties the department owes the bank. Judge Thomas P. Agresti presides over the case. Daniel P. Foster, Esq., at Foster Law Offices serves as the Company's bankruptcy counsel. Conneaut Lake Volunteer Fire Department of Conneaut Lake is headquartered in Conneaut Lake, Pennsylvania. CONSOLIDATED FREIGHTWAYS: Justices Again Snub Malpractice Suit -------------------------------------------------------------- Kali Hays at Bankruptcy Law360 reported that the U.S. Supreme Court on Jan. 11, 2016, again refused to decide whether an Ohio appeals court set an unreasonable standard for bringing legal malpractice claims in the state, shutting down a suit against Goldman & Rosen Ltd. over its representation of a former Consolidated Freightways employee in the company's bankruptcy. This marks the second time the high court has denied James W. Hall's petition for writ of certiorari. About Consolidated Freightways Headquartered in Vancouver, Washington, Consolidated Freightways Corporation was comprised of national less-than-truckload carrier Consolidated Freightways, third party logistics provider Redwood Systems, Canadian Freightways LTD, Grupo Consolidated Freightways in Mexico and CF AirFreight, an air freight forwarder. Consolidated Freightways was a transportation company primarily providing LTL freight transportation throughout North America using its system of 300 terminals and over 18,000 employees. The Company and its debtor-affiliates filed for chapter 11 protection on Sept. 3, 2002 (Bankr. C.D. Cal. Case No. 02-24284). Michael S. Lurey, Esq., at Latham & Watkins LLP, represented the Debtors. When the Debtors filed for bankruptcy, they listed $783,573,000 in total assets and $791,559,000 in total debt. The Bankruptcy Court confirmed the Debtors' Amended Consolidated Plan of Liquidation on Nov. 18, 2004. CORUS ENTERTAINMENT: DBRS Puts Ratings Under Review --------------------------------------------------- DBRS Limited placed the ratings of Corus Entertainment Under Review with Developing Implications, following the Company’s announcement that it has entered into an agreement to acquire 100% of Shaw Communication’s (Shaw) wholly owned broadcasting subsidiary, Shaw Media. The total purchase price of $2.65 billion is expected to be financed through proceeds from the issuance of new debt and equity. As a result of the acquisition, Corus would own 45 specialty and 15 conventional television channels; 39 radio stations; a content studio, Nelvana; and digital assets. The transaction is expected to close in Q3 F2016, but is subject to a minority shareholder approval, as well as the customary regulatory approvals, including the Canadian Radio-television and Telecommunications Commission (CRTC). On June 4, 2015, DBRS downgraded Corus’s ratings to BB (high), reflecting the mounting pressure on the Company’s earnings profile as a result of structural trends and the added uncertainty associated with pending regulatory changes (skinny basic and pick-and-pay) in 2016. DBRS noted that these risks would likely contribute to less predictable and potentially lower organic earnings over the near to medium term. At that time, DBRS expected gross debt-to-EBITDA to range between 3.0x and 3.5x, which was deemed adequate for the BB (high) rating category. Illustrative of these expectations, Corus’s earnings profile deteriorated in fiscal year 2015, with both consolidated revenues and EBITDA declining to $815 million and $277 million, respectively (declines of 2.1% and 4.3% year over year), and EBITDA margins contracting modestly. DBRS notes operating results improved modestly in Q1 F2016, due to the Disney Channel launch, higher merchandising sales and a number of subscription video on demand (SVOD) licensing deals for Nelvana content. In terms of the proposed acquisition, DBRS acknowledges that the combined entity should benefit from materially enhanced scale and revenue diversification. On a pro forma basis, the combined entity generated revenues of approximately $1.9 billion and adjusted EBITDA of $619 million in 2015. The Company will have a market leading position in women, children and family programming (with an estimated 35% of domestic English TV viewership of specialty and conventional channels, second to Bell Media). Corus should have a stronger negotiating position with BDU affiliates, and an enhanced range of promotional opportunities and improved pricing power with advertisers. The combination should also help stave off some of the revenue pressures associated with the increasingly competitive advertising environment, ongoing structural shifts and elevated regulatory risk. Additionally, Corus’s exposure to the challenged radio segment would decrease from 20% of revenues to less than 10% on a pro forma basis. Furthermore, operating income should benefit from between $40 million to $50 million of annual cost synergies within 24 months and $15 million in immediate corporate overhead reductions. Corus has secured $2.3 billion in committed credit facilities (including a $300 million revolving facility) and $560 million of bridge financing for the acquisition and to refinance existing bank debt. The entire bridge facility is expected to be replaced by equal amounts of new Senior Unsecured Notes and equity issuance. Upon closing of the financing, the Company intends to redeem early the existing 4.25%, $550 million Senior Unsecured Notes due February 2020. The deal also entails an equity takeback, whereby Shaw will receive 71 million Class B non-voting shares (Corus shares) as consideration for this deal (valued at $800 million), giving Shaw a roughly 39% ownership of Corus’s outstanding shares and three seats on Corus’s board of directors. Additionally, Shaw has agreed to participate in Corus’s dividend reinvestment program and a 100% lockup of the Corus shares for at least 12 months following the transaction close, with specific sale restrictions thereafter. DBRS notes that this provides the Company with additional flexibility over the near term to execute its de-leveraging plan. Pro forma gross debt-to-LTM adjusted EBITDA is expected to climb to 4.0x at the closing of the transaction, up from 2.9x at F2015. The Company has indicated that it intends to de-lever to below 3.0x by the end of F2018, by directing the majority of free cash flow (after dividend payments) to debt repayment. The Under Review with Developing Implications status reflects DBRS’s belief that Corus’s credit risk profile would likely remain commensurate with the BB (high) rating category, given the Company’s willingness and ability to de-lever toward 3.5x within 12 to 18 months, combined with an expectation that operating income will at least stabilize over the near to medium term. In its review, DBRS will focus on (1) assessing the business risk profile of the combined entity, including the benefits and risks associated with integration and realization of operating synergies; (2) the impact that the newly issued shares will have on free cash flow after dividends; (3) execution of its de-leveraging plan following the transaction; and (4) the Company’s longer-term business strategy and financial management intentions. DBRS will proceed with its review as more information becomes available and aims to resolve the Under Review status before the closing of the transaction. DDMG ESTATE: Cash Collateral Use Extended Through Jan. 29 --------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware extended the period within which DDMG Estate and its affiliated debtors may use cash collateral through Jan. 29, 2016. Colin R. Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware related that the DIP Lenders have agreed to provide additional funding pursuant to an Approved Budget. DDMG Estate and its affiliated debtors are represented by: Debra I. Grassgreen, Esq. Robert J. Feinstein, Esq. Colin R. Robinson, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302)652-4100 Facsimile: (302)652-4400 E-mail: dgrassgreen@pszjlaw.com rfeinstein@pszjlaw.com crobinson@pszjlaw.com About DDMG Estate Port St. Lucie, Florida-based Digital Domain Media Group, Inc., http://www.digitaldomain.com/, engaged in the creation of original content animation feature films, and development of computer-generated imagery for feature films and trans-media advertising primarily in the United States. Digital Domain Media Group, Inc. and 13 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11, 2012, to sell its business for $15 million to Searchlight Capital Partners LP, subject to higher and better offers. The Company disclosed assets of $205 million and liabilities totaling $214 million. The Debtors also have sought ancillary relief in Canada, pursuant to the Companies' Creditors Arrangement Act in the Supreme Court of British Columbia, Vancouver Registry. Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the Debtors. FTI Consulting, Inc.'s Michael Katzenstein is the chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. An official committee of unsecured creditors appointed in the case is represented by lawyers at Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP. At a bankruptcy auction, the principal part of the business was purchased by a joint venture between Galloping Horse America LLC, an affiliate of Beijing Galloping Horse Co., and an affiliate of Reliance Capital Ltd., based in Mumbai. The $36.7 million total value of the contact includes $3.6 million to cure defaults oncontracts and $2.9 million in reimbursement of payroll costs. As the result of a settlement negotiated by the unsecured creditors' committee with secured lenders, there will be some recovery for the committee's constituency. DELMAR PHARMACEUTICALS: Uncertainty Casts Going Concern Doubt ------------------------------------------------------------- DelMar Pharmaceuticals, Inc. noted the existence of a material uncertainty that casts substantial doubt about its ability to continue as a going concern, according to Jeffrey Bacha, chief executive officer, and Scott Praill, chief financial officer of the company in a regulatory filing with the U.S. Securities and Exchange Commission on November 16, 2015. Messrs. Bacha and Praill related: "For the three months ended September 30, 2015 the company reported a net loss of $1,621,388 and for the fiscal year ended June 30, 2015, the company reported a loss of $4,347,767. The company also reported negative cash flows from operations of $1,401,881 for the three months ended September 30, 2015 and an accumulated deficit of $20,236,771 at that date. As at September 30, 2015, the company has cash and cash equivalents on hand of $2,804,096 and a working capital balance of $2,619,924. The company has not begun to generate revenues from its product candidate and the company does not have the prospect of achieving revenues in the near future. The company will require additional funding to maintain its research and development projects and for general operations. "These circumstances indicate the existence of a material uncertainty that casts substantial doubt as to the ability of the company to meet its obligations as they come due." The officers continued, "Consequently, management is pursuing various financing alternatives to fund the company's operations so it can continue as a going concern. During the quarter ended September 30, 2015 the company received gross proceeds of $2,566,660 from a public offering of common stock and common stock purchase warrants. However, the net proceeds from this financing are not enough to fund all of the company's planned activities. Management plans to secure the necessary additional financing through the issue of new equity and/or the entering into of strategic partnership arrangements. Nevertheless, there is no assurance that these initiatives will be successful." At September 30, 2015, the company had total assets of $3,031,461, total liabilities of $3,545,968 and total stockholders' deficit of $514,507. For the three months ended September 30, 2015, the company had a net and comprehensive loss of $1,621,388 as compared with a net and comprehensive loss of $1,516,736 for the same period in 2014. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/j4ypo7l Vancouver, Canada-based DelMar Pharmaceuticals, Inc. is a clinical stage drug development company with a focus on the treatment of cancer. The company is conducting its clinical trials in the U.S. with its product candidate, VAL-083 as a potential new treatment for glioblastoma multiforme (GBM), the most common and aggressive form of brain cancer. DEWEY & LEBOEUF: Execs Bet on Retrial Against Felony Convictions ---------------------------------------------------------------- Stewart Bishop at Bankruptcy Law360 reported that the decision by a pair of former top executives at Dewey & LeBoeuf LLP to press toward a new trial, in spite of plea offers on the table with little or no prison time, is a bold bet on avoiding the stigma and fallout of felony convictions against the threat of lengthy prison sentences. According to the report, as Manhattan District Attorney Cyrus R. Vance and former Dewey Chairman Steven Davis are poised to sign a deferred prosecution agreement, under which Davis will not plead guilty or admit wrongdoing, former Dewey Executive Director Stephen DiCarmine and Chief Financial Officer Joel Sanders have for now rebuffed government offers to plead guilty to felony fraud charges in exchange for community service for DiCarmine and one to three years in prison for Sanders. The offers, the report notes, are miles away from the potentially heavy prison terms DiCarmine and Sanders face on the full roster of charges, which include grand larceny, securities fraud and conspiracy. But their attorneys say the deals don't go far enough and were adamant about pursuing a retrial rather than pleading guilty to felony charges. According to the report, Patrick J. Cotter, a former New York federal prosecutor who is now a white collar litigator with Greensfelder Hemker & Gale PC, said it was a gutsy move for DiCarmine and Sanders to risk another trial and a bold step by the Manhattan DA's Office to extend plea offers so far removed from what the executives were originally facing. 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. DIGITALSOUND PRODUCTION: PRG Completes Acquisition of Assets ------------------------------------------------------------ Production Resource Group LLC, on Jan. 13 disclosed that it has closed its acquisition of assets from DigitalSound Production Services, Inc. PRG will use these assets to strengthen and expand its inventory across a variety of its locations including its Los Angeles and PRG Paskal Lighting facilities. Having filed for chapter 11 protection on Nov. 30, 2015, DPS immediately sought court approval to sell its assets. After a broad solicitation of offers from multiple production technology companies in a sale ordered by the Bankruptcy Court, PRG has successfully acquired the bulk of DPS' lighting and film equipment assets. The purchase of DPS' well maintained, quality equipment will enable PRG to fulfill its ever expanding client demand in the vibrant Los Angeles markets. "Adding these assets to our inventory goes a long way to supporting our current clients as well as the increasing number of new customers who are learning about PRG and what we can do to address their production needs," says Brian Edwards, CEO PRG North American Television. "Bringing on board this quantity of lighting products will give our customers greater access to fantastic technology. Plus these assets, including a large inventory of the Cineo Lighting HS Remote Phosphor luminaires, align well with our existing inventory -- especially as we've been expanding our green screen capabilities with portable green screens." Evan Green, CEO PRG Film, looks forward to working with the DPS clients who are very familiar with this inventory. "I know that they will find PRG and PRG Paskal to be a tremendous resource. We have some of the best people in the industry along with an array of the best solutions and equipment." Across all market segments, PRG continues to add to its vast list of long-term clients, thanks to its well-earned reputation for quality and innovative support with a broad range of production technology solutions. About Production Resource Group PRG is a provider of entertainment and event technology solutions, PRG provides integrated services and equipment, including audio, video, lighting, rigging, staging, and scenery and automation systems, for these markets from more than 40 offices in North America, South America, Europe, Middle East, Asia, and Australia. About DigitalSound Production Services Founded in 2001, DPS is a top name production services company providing clients with personalized customer service and turnkey solutions for the highest quality lighting, sound, video and staging equipment. DOMARK INTERNATIONAL: Authorized Common Shares Hiked to 130M ------------------------------------------------------------ The holders of Domark International, Inc.'s Series B Preferred Stock approved an amendment to the Company's articles of incorporation to increase the number of authorized shares of its common stock to 130,000,000 shares. The holders of the Company's Series B Common Stock hold the majority of the voting power of the Company. This amendment became effective upon filing with the Secretary of State of Nevada. About Domark International Based in Lake Mary, Florida, DoMark International, Inc., was incorporated under the laws of the State of Nevada on March 30, 2006. The Company was formed to engage in the acquisition and refinishing of aged furniture using exotic materials and then reselling it through interior decorators, high-end consignment shops and online sales. The Company abandoned its original business of exotic furniture sales in May of 2008 and pursued the acquisition of entities to best bring value to the company and its shareholders. For the nine months ended Feb. 28, 2015, the Company reported a net loss of $1.86 million on $0 of sales compared to a net loss of $2.34 million on $0 of sales for the same period a year ago. As of Aug. 31, 2015, the Company had $1.26 million in total assets, $4.41 million in total liabilities and a $3.15 million total stockholders' deficit. DOMISTYLE INC: 5th Circ. Affirms Judgment on Surcharge Property --------------------------------------------------------------- Domistyle, Inc., owned a candle factory located on several acres in Laredo. At the inception of the bankruptcy, everyone believed the property was worth more than its three outstanding mortgages, which gave the largest security interest to Southwest Securities FSB. Trustee Milo H. Segner, Jr., thus spent the better part of a year attempting to sell the property and realize the supposed equity for the estate. When those efforts proved unsuccessful, dispelling any notion that there was equity in the property, Segner abandoned the property to Southwest. That left one question for the bankruptcy case that is subject of this appeal: Should the estate or the secured creditor pay the property's maintenance expenses incurred while the trustee was trying to sell the property? The parties reached a partial settlement, agreeing that the Trust would abandon the Property as of September 13, 2014, and that Southwest would reimburse Segner for preservation and maintenance expenses as of June 1, 2014, which is just days after Segner had expressed an intent to abandon the Property. Whether expenses incurred prior to that date should be subject to surcharge remained contested. The bankruptcy court granted a surcharge against the Property for those expenses in the form of a priming lien. Southwest timely appealed. At the request of both sides, this court approved a direct appeal to the circuit. In a Decision dated December 29, 2015, which is available at http://is.gd/rrVPhtfrom Leagle.com, the United States Court of Appeals for the Fifth Circuit affirmed the bankruptcy court's judgment as it did not clearly err in finding that Southwest received a direct and quantifiable benefit from Segner's stewardship of the Property. Although Southwest claims that the court lacked any evidence of the extent to which Southwest benefited from the expenses, the testimony of Segner's experienced real estate broker was that the value preserved was at least as much as the amount expended, the Fifth Circuit held. The bankruptcy court found a benefit to Southwest that was, at minimum, equal to the amount of the expenses paid, the Fifth Circuit added. The appeals case is SOUTHWEST SECURITIES, FSB, Appellant, v. MILO H. SEGNER, JR., in his capacity as Trustee of the Domistyle, Incorporated Creditor's Trust, Appellee, No. 14-41463 (5th Cir.), relating to In the Matter of: DOMISTYLE, INCORPORATED, Debtor. Domistyle, Inc., dba Laredo Candle Company, sought protection under Chapter 11 of the Bankruptcy Code on April 12, 2013 (Bankr. E.D. Tex., Case No. 13-40944). The Debtor's counsel is Davor Rukavina, Esq., at Munsch Hardt Kopf & Harr, P.C., in Dallas, Texas. The petition was signed by Milo H. Segner, Jr., receiver. E Z MAILING: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- E Z Mailing Services Inc. 16-10615 aka E Z Worldwide Express aka United Business Xpress 699 Division Street Elizabeth, NJ 07201 United Business Freight Forwarders 16-10616 Type of Business: Transportation Logistics Company Chapter 11 Petition Date: January 13, 2016 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Stacey L. Meisel Debtors' Counsel: Warren J. Martin, Jr., Esq. PORZIO, BROMBERG & NEWMAN, PC 100 Southgate Parkway Morristown, NJ 07962-1997 Tel: (973) 889-4006 Fax: (973) 538-5146 Email: wjmartin@pbnlaw.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Ajay Aggarwal, president. List of EZ Mailing's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ American Airlines Trade Debt $61,131 Arthur J. Gallagher Trade Debt $116,813 JP Morgan Chase Bank Centerline Trade Debt $50,865 Delta Air Lines Trade Debt $34,924 DHL Express-USA Trade Debt $269,717 16416 Northchase Drive Ste. 200 Houston, TX 77060 Federal Express Trade Debt $276,225 PO Box 371461 Pittsburg, PA 15250-7461 First Project LLC Trade Debt $75,274 10 Schalks Crossing Road Plainsboro, NJ 08536 Forever 21 Trade Debt $11,000,000 Attn: Jerry Noh Senior Counsel 3880 N. Mission Road Room 3110 Los Angeles, CA 90031 Kroger Logistics Inc. Trade Debt $142,532 Penske Truck Leasing Trade Debt $132,662 Postal Express Trade Debt $45,535 Precise Logistics Inc. Trade Debt $118,600 Prologis-10999 Trade Debt $76,706 Ryder Transportation Services Trade Debt $40,725 SC Fuels Cardlock Fuels Trade Debt $45,948 Seagis JFK LLC Trade Debt $43,510 Trident 1775 West Oak LLC Trade Debt $51,803 Trillium Drivers Trade Debt $65,482 United Parcel Services Inc. Trade Debt $96,002 Universal Dynasty Apex Capital Trade Debt $505,650 Corp PO Box 961029 Fort Worth, TX 76161-1029 ECOSPHERE TECHNOLOGIES: Issues $300,000 Promissory Notes -------------------------------------------------------- Ecosphere Technologies, Inc., together with its majority-owned subsidiary, Sea of Green Systems, Inc. entered into Securities Purchase Agreements with three unaffiliated investors pursuant to which the investors purchased an aggregate of $300,000 original principal amount of promissory notes of Sea of Green. The Notes bear interest at 12.5% annually and mature six months from the date of investment. If, prior to the maturity date of the Notes, Sea of Green merges with a public company by reverse merger, share exchange or other business combination, the Note will thereafter be automatically convertible into shares of common stock of the public company at a price per share equal to 85% of the offering price of the shares in the financing transaction conducted in connection with the Public Company Event. Upon maturity, if no Public Company Event has occurred, the Notes will be convertible into shares of the Company's common stock at $0.115 per share. In addition, the Company issued the investors under the Securities Purchase Agreements a total of 3,000,000 five-year warrants to purchase shares of the Company at an exercise price of $0.115 per share. About Ecosphere Technologies Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) -- http://www.ecospheretech.com/-- is a water engineering, technology licensing and environmental services company that designs, develops and manufactures wastewater treatment solutions for industrial markets. Ecosphere, through its majority-owned subsidiary Ecosphere Energy Services, LLC, provides energy exploration companies with an onsite, chemical free method to kill bacteria and reduce scaling during fracturing and flowback operations. Ecosphere reported a net loss of $11.5 million on $1.11 million of total revenues for the year ended Dec. 31, 2014, compared with net income of $19.2 million on $6.71 million of total revenues for the year ended Dec. 31, 2013. As of Sept. 30, 2015, the Company had $3.03 million in total assets, $10.4 million in total liabilities, $3.86 million in total redeemable convertible cumulative preferred stock, and a total deficit of $11.2 million. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company reported a net loss of $11.5 million in 2014, and cash used in operating activities of $4.55 million and $10.3 million in 2014 and 2013, respectively. At Dec. 31, 2014, the Company had a working capital deficiency, and accumulated deficit of $2.86 million, and $109 million, respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. ELITE PRECISION: Suit v. General Dynamics to Proceed to Arbitration ------------------------------------------------------------------- Judge Sim Lake of the United States District Court for the Southern District of Texas, Houston Division, granted the motions filed by General Dynamic Land Systems, Inc., to compel arbitration of the case captioned ELITE PRECISION FABRICATORS, INC., Plaintiff, v. GENERAL DYNAMICS LAND SYSTEMS, INC., Defendant, Civil Action No. H-14-2086 (S.D. Tex.). On July 21, 2014, Elite Precision Fabricators sued General Dynamics for breach of contract, fraud, and quantum meruit for the latter's failure to pay the former a final invoice of approximately $3.7 million as required by the terms of their Work Stoppage Agreement. Elite also instituted an adversary proceeding in bankruptcy court on September 3, 2014, seeking to avoid and recover transfers as a debtor in bankruptcy. General Dynamics filed motions to compel arbitration in the district court action and the adversary proceeding, asserting that arbitration clauses appear in the "Purchase Order Terms and Conditions" which were on its website and part of its APC contract with Elite. Judge Lake concluded that Elite and General Dynamics entered a contract with a valid arbitration clause and that Elite's claims are within the scope of the arbitration agreement. The judge also found that no federal statute or policy renders Elite's claims nonarbitrable. Finally, Judge Lake found that General Dynamics has not waived its rights under the arbitration agreement. A full-text copy of Judge Lake's December 18, 2015, memorandum opinion and order is available at http://is.gd/zGa14Rfrom Leagle.com. Elite Precision Fabricators, Inc., is represented by: Robert Roy Burford, Esq. BURFORD PERRY, LLP 700 Louisiana, Suite 4545 Houston, TX 77002 Tel: (713)401-9790 Email: rburford@burfordperry.com General Dynamics Land Systems, Inc., is represented by: Jean C. Frizzell, Esq. REYNOLDS FRIZZELL 1100 Louisiana Suite 3500 Houston, TX 77002 Tel: (713)485-7200 Fax: (713)485-7250 Email: jfrizelle@reynoldsfrizzell.com Montgomery, Texas-based Elite Precision Fabricators sought protection under Chapter 11 of the Bankruptcy on March 31, 2014 (Case No. 14-31773, Bankr. S.D. Tex.). The case is assigned to Judge Karen K. Brown. The Debtor's counsel is James B. Jameson, Esq., Attorney at Law, in Houston, Texas. The Debtor estimated assets of $5.43 million and estimated liabilities of $6.41 million in its petition. ESCALON MEDICAL: Recurring Losses Raise Going Concern Doubt ----------------------------------------------------------- Escalon Medical Corp. has incurred recurring operating losses and negative cash flows from operating activities and these conditions raise substantial doubt about the company's ability to continue as a going concern, related Richard J. DePiano, Jr., chief executive officer, and Robert O'Connor, chief financial officer of the company in a November 16 2015 regulatory filing with the U.S. Securities and Exchange Commission. According to Messrs. DePiano and O'Connor: "The company's continuance as a going concern is dependent on its future profitability and on the on-going support of its shareholders, affiliates and creditors. In order to mitigate the going concern issues, the company is actively pursuing business partnership, managing our continuing operations and seeking to sell certain assets. The company may not be successful in any of these efforts. "The company implemented a reduction in force in October 2015 which will reduce future annual expense by approximately $770,000 to stem the recurring losses. If the company is unable to achieve improvement in the near term, it is likely that our existing cash and cash flow from operations will not be sufficient to fund activities throughout the next 6 to 12 months without curtailing certain business activities. "The company's forecast of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors. If the company raises funds in the future, the company may be required to raise those funds through public or private financings, strategic relationships or other arrangements at prices and other terms that may not be as favorable as they would without such qualification. The sale of additional equity and debt securities may result in additional dilution to the company's shareholders. Additional financing may not be available in amounts or on terms acceptable to the company or at all." At September 30, 2015, the company had total assets of $6,000,021, total liabilities of $3,293,505 and total shareholders' equity of $2,706,516. The company incurred a net loss of $293,189 for the three months ended September 30, 2015, compared with a net loss of $458,959 for the three months ended September 30, 2014. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/h6un6ul Wayne, Pennsylvania-based Escalon Medical Corp. operates in the healthcare market, specializing in the development, manufacture, marketing and distribution of medical devices and pharmaceuticals in the area of ophthalmology. The company and its products are subject to regulation and inspection by the U.S. FDA. F-SQUARED INVESTMENT: Majority of Unsecureds Vote to Accept Plan ---------------------------------------------------------------- Kevin Martin, a director of BMC Group, Inc., the voting agent for F-Squared Investment Management, LLC, et al., filed a declaration informing the U.S. Bankruptcy Court for the District of Delaware that 97.44% of the holders of Class 3 - General Unsecured Claims, which is the only class of claims entitled to vote under the Joint Chapter 11 Plan of Liquidation, voted to accept the Plan. David N. Phelps, the chief restructuring officer of the Debtors, in a declaration maintained that the Plan is in compliance with the confirmation requirements of the Bankruptcy Code, pointing out, among other things, that the treatment of each claim or equity interest in each particular class is the same as the treatment of each other claim or equity interest in that class, unless the holder of a particular claim or equity interest has agreed to a less favorable treatment of that particular claim or equity interest. The Court will convene a hearing on Jan. 14 to consider confirmation of the Plan and objections to confirmation, including the objection raised by Sharon French, a former employee of the Debtors. Ms. French, who was terminated by the Debtors, complained that the Plan impermissibly enjoins her and third parties who did not file a proof of claim, nor seek any distribution from the estate assets, from asserting any defense, claim or right, including a right of setoff, against any claims the Debtors might bring against those parties at some point in the future. A full-text copy of the Plan dated Jan. 12, 2016, is available at http://bankrupt.com/misc/FSIplan0112.pdf The Debtors are represented by Russell C. Silberglied, Esq., Zachary I. Shapiro, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Committee is represented by William Baldiga, Esq., at Brown Rudnick, LLP, in New York, and Sunni P. Beville, Esq., and Ben Chapman, Esq., at Brown Rudnick, LLP, in Boston, Massachusetts. Ms. French is represented by: Christopher P. Simon, Esq. Kevin S. Mann, Esq. CROSS & SIMON, LLC 1105 N. Market St., Suite 901 Wilmington, DE 19801 Tel: (302) 777-4200 Email: csimon@crosslaw.com kmann@crosslaw.com About F-Squared Investment Headquartered in Wellesley, MA, F-Squared Investments, Inc. -- http://www.f-squaredinvestments.com-- is a privately owned investment manager. The firm primarily provides its services to other investment advisers. It also caters to individuals, high net worth individuals, and pension and profit sharing plans. The firm provides index management services. It manages separate client-focused equity, fixed income, and multi-asset portfolios. The firm invests in the public equity, fixed income, and alternative investment markets across the globe. It makes all its investments through exchange-traded funds. The firm invests in small-cap stocks of companies across diversified sectors. F-Squared Investment Management, LLC and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-11469) on July 8, 2015. The petition was signed by Laura Dagan as president and chief executive officer. The cases are assigned to Laurie Selber Silverstein. Richards, Layton & Finger, P.A. serves as the Debtors' counsel. Gennari Aronson, LLP represents the Debtors as special corporate counsel. Grail Advisory Partners LLC (d/b/a PL Advisors) and Managed Account Services, LLC act as the Debtors' financial advisors and investment bankers. Stillwater Advisory Group LLC is the Debtors' crisis managers and restructuring advisors. BMC Group, Inc. acts as the Debtors' claims and noticing agent. FIRST RATE STAFFING: Auditors Express Going Concern Doubt --------------------------------------------------------- First Rate Staffing Corporation's independent auditors have expressed substantial doubt as to its ability to continue as a going concern, according to Cliff Blake, president and principal executive officer of the company, in a regulatory filing with the U.S. Securities and Exchange Commission on November 16, 2015. "Unless the company is able to generate sufficient cash flow from operations and/or obtain additional financing, there is a substantial doubt as to the ability of the company to continue as a going concern." Mr. Blake elaborated: "The company has an accumulated deficit of $87,789 since inception. This accumulated deficit is primarily the result of increased operating expenses associated with professional fees necessary to complete its merger transaction and continue as a public company, as well as revenues historically being at below break-even levels. Going forward, the company expects these annual expenses to be lower. On February 11, 2014, the company also acquired the customer list of Loyalty Staffing Services, Inc., which is expected to increase cash flows from operations. Management believes this will allow the company to operate at profitable level in the future. "The company anticipates that it will require approximately $700,000 to $1.0 million to establish and fund its factoring facility. These amounts would be used to fund payroll and taxes up to the point that these amounts are collect from the client. Factoring internally would mean self-financing, resulting in a savings to the company. No additional material or regulatory costs would be incurred at this point. Once the factoring entity is successfully set-up, the company expects to realize ongoing savings from the reduced factoring costs. "The company's continuation as a going concern is dependent on management's ability to develop profitable operations, and / or obtain additional financing from its shareholders and / or other third parties. In order to address the need to satisfy its continuing obligations and realize its long term strategy, management's plans include continuing to fund operations with cash received from financing activities. "The accompanying consolidated financial statements have been prepared assuming that the company will continue as a going concern; however, the conditions raise substantial doubt about the company's ability to do so." At September 30, 2015, the company had total assets of $2,280,006, total liabilities of $1,277,243 and total stockholders' equity of $1,002,763. For the three months ended September 30, 2015, the company reported a net income of $203,990 as compared with a net income of $74,934 for the same period in 2014. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/zucv2og First Rate Staffing Corporation formerly known as Moosewood Acquisition Corporation provides recruiting and staffing services for temporary positions in the light industrial, distribution center, assembly and clerical areas to its clients in California and Arizona. The company maintains its headquarters in Phoenix. GFI GROUP: Moody's Hikes Issuer Rating to 'Ba2' ----------------------------------------------- Moody's Investors Service upgraded the ratings of GFI Group Inc. to Ba2 from Ba3 and changed the outlook to stable from positive. GFI Group is a subsidiary of BGC Partners Inc. ("BGC," unrated ). BGC Partners Inc. is also guarantor of the GFI 8.375% Notes maturing in July 2018. RATINGS RATIONALE The upgrade of GFI to Ba2 reflects the improved equity capitalization and liquidity as well as the enhanced strategic flexibility of the BGC/GFI group as a result of the recently closed sale of GFI's Trayport energy and commodities trading platform to Intercontinental Exchange ("ICE") in exchange for approximately 2.53 million of ICE common shares (with a current market value in excess of $600 million), as well as yesterday's completion of the back-end merger, giving BGC full ownership of GFI. This flexibility should provide the management of BGC/GFI time to improve the profitability of its inter-dealer brokerage operations or further diversify its earnings. The outlook on GFI's Ba2 ratings is stable. This reflects the balance sheet liquidity and modest balance sheet leverage of the BGC/GFI group as well as the low-risk nature of the group's interdealer and real-estate activities. These factors benefit creditors and mitigate against the modest overall profitability of the BGC/GFI group. Upward pressure could develop if cost savings related to the integration of GFI into BGC exceed the current targets, thereby strengthening the core profitability of the voice/hybrid brokerage business, or BGC's profitability is otherwise strengthened on a sustainable basis. The interdealer brokerage industry is undergoing consolidation in the face of trends towards continuing electronification of trade flows and diminished trading capacity at many regulated market-makers. Downward pressure could develop if BGC/GFI pursues an aggressive financial policy that diminishes the firm's liquidity profile, without enhancing or diversifying its EBITDA generation, especially if profit improvement targets in its current businesses are not achieved. The following ratings were affected by this action -- -- LT Issuer Rating upgraded to Ba2 from Ba3 -- Senior Unsecured Rating upgraded to Ba2 from Ba3 GFI is a subsidiary of BGC Partners, a New-York based Real Estate and Financial Services Group. GOODRICH PETROLEUM: NYSE Suspends Trading, Faces Delisting ---------------------------------------------------------- Goodrich Petroleum Corporation on Jan. 13 disclosed that it received notification from the New York Stock Exchange that the NYSE has commenced proceedings to delist the Company's common stock as a result of the NYSE's determination that the Company's common stock was no longer suitable for listing on the NYSE based on "abnormally low" price levels, pursuant to Section 802.01D of the NYSE's Listed Company Manual. The NYSE suspended trading in the Company's common stock effective immediately. The Company has two preferred stock issues listed on the NYSE, which will also be suspended: Ticker Symbol GDP PR C Issue Description Depositary Shares, Each Representing 1/1000th Interest in a Share of 10.00% Series C Cumulative Preferred Stock Ticker Symbol GDP PR D Issue Description Depositary Shares, Each Representing 1/1000th Interest in a Share of 9.75% Series D Cumulative Preferred Stock The NYSE stated that it will apply to the Securities and Exchange Commission to delist the Company's common stock upon completion of all applicable procedures. The Company does not intend to appeal the delisting determination. The Company anticipates that its common stock, under the symbol GDPM, will begin trading on the OTC Markets marketplace on January 14, 2016. Both preferred issues will begin trading under GDPAL and GDUEL, respectively, upon FINRA clearance. The transition to the over-the-counter markets will not affect the Company's business operations. The Company will remain subject to the public reporting requirements of the SEC following the transfer. Goodrich Petroleum Corporation is an independent oil and gas exploration and production company. GREAT HEARTS: S&P Raises Longterm Rating From 'BB+' --------------------------------------------------- Standard & Poor's Ratings Services raised its long-term rating to 'BBB-' from 'BB+' on the Phoenix Industrial Development Authority, Ariz.'s series 2014 bonds issued for Great Hearts Academies (Great Hearts). At the same time, Standard & Poor's assigned its 'BBB-' rating to authority's series 2016 education facility revenue bonds, issued for Great Hearts. The outlook is stable. "The raised rating reflects our view that the expanded obligated group for the bonds now constitutes the core of the Great Hearts' operations and due to the direct control of the overarching system over the obligated group, the rating should reflect the total operations of the system rather than the smaller obligated group," said Standard & Poor's credit analyst Jessica Matsumori. "The rating further reflects our view of Great Hearts' good enterprise profile and adequate financial profile for the rating, including the expectation that enrollment will continue to grow at its existing campuses and no additional debt, leases, or campuses are currently planned," Ms. Matsumori added Proceeds from the series 2016 bonds are expected to refund the existing series 2012 and 2010 debt (related to Glendale and Scottsdale Prep campuses) as well as provide funding for improvements at the Scottsdale Prep campus and facility construction for the North Phoenix and North Phoenix Prep campuses. Great Hearts Academies is currently the sole corporate member of 22 subsidiary charter schools. Each school holds a separate charter contract with the Arizona State Board for Charter Schools. GREYSTONE LOGISTICS: Signs Contract With Lease Pool Svcs Provider ----------------------------------------------------------------- Greystone Logistics, Inc., announced the signing of an agreement to provide new generation 48x40 plastic pallets for a national provider of lease pool services. "Greystone signed a multi-year contract that will expand the previously announced 40,000 pallet purchase order," stated Warren Kruger, CEO. Kruger continued, "The expected new generation mold has recently arrived and will soon be in full production. The first components of an additional injection-molding machine, which should be operational in about March 2016, are currently being delivered. This machine will be dedicated to the new customer. We anticipate that this new contract will have a positive impact on top line sales and generate margins in line with expectations. We foresee the need for additional molds later in the year for this customer. A significant amount of time, planning, testing and capital has been expended on this project. This undertaking was accomplished due to the energy and patience of our dedicated and knowledgeable employees." About Greystone Logistics Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB - News) -- http://www.greystonelogistics.com/-- manufactures and sells plastic pallets through its wholly owned subsidiary, Greystone Manufacturing, LLC. Greystone sells its pallets through direct sales and a network of independent contractor distributors. Greystone also sells its pallets and pallet leasing services to certain large customers direct through its President, Senior Vice President of Sales and Marketing and other employees. As of 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. GTS FRANCHISING: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: GTS Franchising, LLC dba Gateway Tax Service PO Box 11354 Marina Del Rey, CA 90292 Case No.: 16-10403 Chapter 11 Petition Date: January 13, 2016 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Sheri Bluebond Debtor's Counsel: Rachel S Milman Esq. LAW OFFICES OF RACHEL S. RUTTENBERG 16055 Ventura Blvd Ste 800 Encino, CA 91436 Tel: 818-528-7700 Fax: 818-783-5445 Email: rachelsmilman@gmail.com - and - Daren M Schlecter, Esq. LAW OFFICE OF DAREN M SCHLECTER 1925 Century Pk E Ste 830 Los Angeles, CA 90067 Tel: 310-553-5747 Fax: 310-553-5487 Email: daren@schlecterlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Sirak Ambaye, managing member. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-10403.pdf HAGGEN HOLDINGS: Alton Plaza Contends $15.5K Cure Amount Too Low ---------------------------------------------------------------- Alton Plaza Development Company ("Landlord") objects to the notice filed by Haggen Holdings, LLC informing the bankruptcy court of the successful bidders during the auction of certain of their stores and related assets, held on Nov. 9, 2015 through Nov. 11, 2015. The Landlord relates that it and Haggen Opco South, LLC are parties to a lease for Opco South's use of the non-residential real property located at 660 E. Los Angeles Avenue, Simi Valley, California. The Landlord further relates that it is the current owner of the building that contains the leased premises under the lease. The Landlord contends that pursuant to the Successful Bidders Notice, it must file an objection to the provisions of adequate assurance of future performance under the lease. The Landlord further contends that in the Debtors' Notice of Assumption and Assignment, the Debtors indicated that the amount due to the Landlord to cure outstanding amounts due under the Lease is $15,599 ("Proposed Cure Amount"). The Landlord asserts that the Debtors' Proposed Cure Amount is incorrect and understated. The Landlord explains that the actual cure amount is $104,968, which consists of: (i) September 2015 base rent in the amount of $15,955; (ii) Second quarter CAM charges in the amount of $13,453; (iii) Third quarter CAM charges in the amount of $12,209; (iv) 2015-2016 Ventura County Property Taxes in the base amount of $63,351; (v) Attorney's fees to be determined pursuant to Section 23.3 of the Lease. The Landlord proactively objects to the provisions of adequate assurances provided by the Debtors. It tells the Court that the Debtors are required to satisfy all unpaid obligations before an assumption and assignment of an executory contract is permitted. Haggen Holdings' attorneys: Matthew B. Lunn, Esq. Robert F. Poppiti, Jr., Esq. Ian J. Bambrick, Esq. Ashley E. Jacobs, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302)571-6600 Facsimile: (302)571-1256 E-mail: mlunn@ycst.com rpoppiti@ycst.com ibambrick@ycst.com ajacobs@ycst.com - and - Frank A. Merola, Esq. Sayan Bhattacharyya, Esq. Elizabeth Taveras, Esq. STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, NY 10038 Telephone: (212)806-5400 Facsimile: (212)806-6006 E-mail: fmerola@stroock.com sbhattacharyya@strook.com etaveras@strook.com Alton Plaza Development Company is represented by: Daniel K. Hogan, Esq. 1311 Delaware Avenue Wilmington, DE 19806 Telephone: (302)656-7540 Facsimile: (302)656-7599 E-mail: dkhogan@dkhogan.com 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. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HAGGEN HOLDINGS: Needs Until April 5 to File Ch. 11 Plan -------------------------------------------------------- Haggen Holdings, LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive period by which they must file a reorganization plan through and including April 5, 2016, and the exclusive period by which they must solicit acceptances of that plan through and including June 6, 2016. The Debtors have been operating under the protections of chapter 11 for just under four months. During this short period of time, the Debtors have worked diligently to ensure the smooth transition of their operations into Chapter 11 and to maximize the value of the Debtors' estates for the benefit of all stakeholders. To that end, the Debtors have, among other things: (i) conducted going out of business sales with respect to their non-core stores; (ii) marketed and sold, on an expedited basis, certain pharmaceutical assets; (iii) after conducting a robust auction and sale process, and resolving numerous objections related thereto and litigating those that were not resolved, obtained approval of numerous sales of certain of their non-core stores; (iv) prepared and filed their Schedules of Assets and Liabilities and Statements of Financial Affairs and established a claims bar date; (v) responded to various creditor inquiries and demands; (vi) retained professionals; (vii) worked feverishly to stabilize the Debtors' vendor base; (viii) evaluated and resolved requests for additional adequate assurance of future payment from certain utility providers; (ix) evaluated certain of the Debtors' executory contracts and unexpired leases and rejected certain of those agreements; (x) successfully prosecuted (over an objection from the United Food and Commercial Workers International Union) their motion for entry of an order approving their key employee retention plan; (xi) settled, in a timely and efficient manner, a number of issues that threatened to jeopardize the Debtors' ongoing business operations and Chapter 11 efforts; (xii) obtained approval of the bidding procedures for the sale of certain core stores after resolving numerous objections related thereto; (xiii) resolved various objections to entry of a final order authorizing the Debtors to obtain postpetition financing and use cash collateral; and (xiv) handled the various other tasks related to the administration of the Debtors' bankruptcy estates and these Chapter 11 cases. Finally, since their appointment, the Debtors have worked diligently to get the Committee up to speed on these Chapter 11 cases. Ashley E. Jacobs, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, tells the Court that accomplishing these tasks within a mere four months has been a labor-intensive process, fully occupying the Debtors' representatives and professionals. In light of these circumstances, including without limitation the on-going marketing and sale process with respect to the core stores, the Debtors submit that the requested extensions are both appropriate and necessary to afford the Debtors with sufficient time to adequately prepare a viable Chapter 11 plan and related disclosure statement, Ms. Jacobs adds. The Debtors are represented by: Matthew B. Lunn, Esq. Robert F. Poppiti, Jr., Esq. Ian J. Bambrick, Esq. Ashley E. Jacobs, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1256 -- and -- Frank A. Merola, Esq. Sayan Bhattacharyya, Esq. Elizabeth Taveras, Esq. STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, NY 10038 Tel: (212) 806-5400 Fax: (212) 806-6006 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. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HAGGEN HOLDINGS: Submits Final Form of Albertson's APA ------------------------------------------------------ Haggen Holdings, LLC and its affiliated debtors submitted the final form of its Asset Purchase Agreement with Albertson's, LLC to the U.S. Bankruptcy Court for the District of Delaware. The Debtors had previously filed a Notice informing the Court of the Successful Bidders and Back-Up Bidders for the stores which were included in the Auction held on Nov. 9, 2015 through Nov. 11, 2015. The Final Form of the Asset Purchase Agreement contains, among others, the following relevant terms: (a) Purchase and Sale of Assets: At the Closing, Sellers shall sell, assign, assume and assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Sellers, free and clear of any Liens other than Permitted Liens, all of Sellers’ right, title and interest in, to and under the following assets, properties and rights which are located at any Store Property at Closing ("Assets"). (b) Purchase Price: Buyer Deposit in the amount of $2,460,002, less $300,000 ("Holdback Amount") will become payable to the Sellers at the Closing. Haggen Holdings and its affiliated debtors are represented by: Matthew B. Lunn, Esq. Robert F. Poppiti, Jr., Esq. Ian J. Bambrick, Esq. Ashley E. Jacobs, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302)571-6600 Facsimile: (302)571-1256 E-mail: mlunn@ycst.com rpoppiti@ycst.com ibambrick@ycst.com ajacobs@ycst.com - and - Frank A. Merola, Esq. Sayan Bhattacharyya, Esq. Elizabeth Taveras, Esq. STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, NY 10038 Telephone: (212)806-5400 Facsimile: (212)806-6006 E-mail: fmerola@stroock.com sbhattacharyya@strook.com etaveras@strook.com 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. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HAGGEN HOLDINGS: Tawa Has Winning Bid for 3 Store Leases -------------------------------------------------------- Jonson Chen, Vice Chairman of Tawa, Inc. (Retail), submitted a declaration to the U.S. Bankruptcy Court for the District of Delaware to support good faith and adequate assurance findings in connection with the proposed sale of three store leases by Debtors Haggen Holdings, LLC, et al. The Debtors had previously filed a Notice informing the Court of the Successful Bidders and Back-Up Bidders for the stores which were included in the Auction held on Nov. 9, 2015 through Nov. 11, 2015. Mr. Chen relates that Tawa attended the auction conducted by the Debtors on Nov. 9, 10, 11, 2015, as was designated as the highest and best bid with respect to the following store leases, and certain related furniture, fixtures and equipment: (1) the lease for Store No. 2085, located at 8155 S.W. Hall, Beaverton, Oregon ("Beaverton Lease"); (2) the lease for Store No. 2190, located at 5950 Balboa Avenue, San Diego, California ("San Diego Lease"); and (3) the lease, and related furniture, fixtures and equipment, for Store No. 2193, located at Telegraph Road, Chula Vista, California ("Chula Vista Lease"). Mr. Chen further relates that Tiwa's winning bids for the Assets were good faith bona fide offers that Tiwa intends to consummate and that all actions taken by Tiwa and its agents with respect to its bids at the auction were taken in good faith, and the negotiations between the Debtors and Tiwa were conducted at arms' length and in good faith, with the parties being represented by separate counsel. Mr. Chen adds that in accordance with the Bid Procedures Order, Tiwa has provided the Debtors certain information regarding the adequate assurance of future performance by Tiwa with respect to the Assets for dissemination to the relevant landlords. Mr. Chen contends the following remodeling of the leasehold premises that comprise the Assets, Tawa intends to operate grocery stores in such leasehold premises with a product mix and merchandising approach similar to the Tawa Companies' other 99 Ranch Market stores. Haggen Holdings and its affiliated debtors are represented by: Matthew B. Lunn, Esq. Robert F. Poppiti, Jr., Esq. Ian J. Bambrick, Esq. Ashley E. Jacobs, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302)571-6600 Facsimile: (302)571-1256 E-mail: mlunn@ycst.com rpoppiti@ycst.com ibambrick@ycst.com ajacobs@ycst.com - and - Frank A. Merola, Esq. Sayan Bhattacharyya, Esq. Elizabeth Taveras, Esq. STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, NY 10038 Telephone: (212)806-5400 Facsimile: (212)806-6006 E-mail: fmerola@stroock.com sbhattacharyya@strook.com etaveras@strook.com 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. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HII TECHNOLOGIES: Plan to Transfer Assets to Litigation Trust ------------------------------------------------------------- BankruptcyData reported that HII Technologies filed with the U.S. Bankruptcy Court a Chapter 11 Plan of Reorganization and a related Disclosure Statement. According to the Disclosure Statement, "The Plan proposes to reorganize each of the Debtors, and transfer certain assets of the Debtors including cash provided by the DIP Lenders, causes of action to a Litigation Trust. The Litigation Trust will investigate and pursue Causes of Action, and distribute any proceeds from such Causes of Action to the DIP Lenders and holders of Allowed General Unsecured and Subordinated Claims pursuant to the DIP Order and the terms of the Plan. Under the Plan, each Allowed Secured Claim will be paid in full to the extent of the value of the Collateral securing such Claim. The DIP Lenders will receive on account of their over $11 Million super-priority Administrative Expense, (i) repayment of the Postpetition Obligations (as defined in the Plan) in cash, (ii) Distributable Cash (as defined in the Plan), (iii) 95% of the stock of the reorganized HIIT, (iv) 55% of the beneficial interests in the Litigation Trust and the Litigation Trust Assets, and (v) 100% of the insurance proceeds of their collateral. Other Allowed Administrative Expenses and all Allowed Priority Tax Claims will be paid in full, on or promptly after the Effective Date. Holders of Allowed General Unsecured Claims will share pro rata in (i) 5% of the stock of the reorganized HIIT, and (ii) the remaining 45% of the Litigation Trust and the Litigation Trust Assets….The Plan is also a motion requesting that the Bankruptcy Code substantively consolidate the Debtors' estates solely for the purposes of voting and making distributions. The Plan is also a motion to compromise with the DIP Lenders on the amount of their superpriority administrative expense of over $11 million, accepting less than full payment in exchange for payment under the Plan." 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. On Sept. 29, HII Technologies appointed Power Reserve Corp., Bold Production Services LLC, and Black Gold Energy LLC to serve on its official committee of unsecured creditors. On Oct. 7, Black Gold was replaced by Worldwide Power Products LLC. HOLY HILL COMMUNITY CHURCH: Chapter 11 Plan Approved by Judge ------------------------------------------------------------- Richard J. Laski, the Chapter 11 trustee of Holy Hill Community Church, won confirmation of his Second Amended Chapter 11 Plan for the Debtor. Judge Julia W. Brand continued on Nov. 19 the hearing on the Second Amended Plan. After reviewing the Plan and other documents, including the objection to the Plan filed by 1111 Sunset Boulevard, LLC, and the Trustee's reply thereto, the judge on Dec. 17 entered an order confirming the Second Amended Plan. "I currently hold $24,701,164 of the Net Sale Proceeds in a segregated account to be distributed to creditors pursuant to the Plan with the surplus funds being used to purchase one or more churches for the Reorganized Debtor. I am also working with Downtown Capital LLC, Wilshire Escrow Company, and other interested parties for the release of certain interpled funds in the approximate amount of $4,700,000 (the "Interpled Funds") to the Estate. Once the Interpled Funds are released, I will hold approximately $29,401,164 that will be available for distribution to creditors holding Allowed Claims and for the purchase of the new churches," Mr. Laski said in a brief in support of confirmation of the Plan. A post-confirmation status conference is scheduled for March 24, 2016 at 10:00 a.m. The Reorganized Debtor, or such other party as may be proper, will file a post-confirmation status report at least 14 days prior to the status conference. A copy of the order confirming the Plan is available for free at: http://bankrupt.com/misc/Holy_Hill_398_Plan_Conf_Order.pdf A copy of the Second Amended Plan dated Nov. 3, 2015, is available for free at: http://bankrupt.com/misc/Holy_Hill_392_2nd_Am_Plan.pdf Palisades' Objection Palisades Capital Partners, LLC, the buyer of the Estate's real property and related assets, and its assignee filed the lone objection to the Trustee's Plan. 1111 Sunset Boulevard, LLC, the assignee of Palisades, argued that the Plan violates and fails to preserve rights already granted to Palisades under the Sale Order and PSA. 1111 Sunset also claimed that the Plan fails to take into account its contingent administrative claim of $20 million by virtue of the proposed Settlement Agreement and Mutual Release entered into by the Trustee on Oct. 14, 2015. In response, the Trustee argued that the Buyer tries to create the illusion that the Plan will somehow change the rights of the Buyer and others. The Buyer's main concern is that the Plan may be construed as releasing or proposing to release claims already transferred to the Buyer under Section 1.1(f) of the PSA or releasing claims that the Buyer has an option to purchase under Sec. 1.3 of the PSA. The Trustee said he will make the necessary revisions to the Plan to clarify that the Estate is not preserving and transferring to the Reorganized Debtor any claims that have been previously granted to the Buyer under Section 1.1(f) of the PSA. Attorneys for 1111 Sunset Boulevard: Garrett L. Hanken Jeffrey A. Krieger James C. Behrens GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER LLP 1900 Avenue of the Stars, 21st Floor Los Angeles, CA 90067-4590 Tel: 310.553.3610 Fax: 310.553.0687 E-mail: GHanken@GreenbergGlusker.com JKrieger@GreenbergGlusker.com JBehrens@GreenbergGlusker.com The Chapter 11 Plan The proposed plan provides for, among other things: (a) reorganizing the Debtor's operations while maintaining the Debtor's status as California non-profit religious corporation; (b) amending as necessary the Debtor's Articles of Incorporation and Bylaws consistent with this Plan to provide, inter alia, that the Chapter 11 Trustee will be appointed as the sole principal and authorized fiduciary of the Reorganized Debtor with the Bankruptcy Court maintaining sole jurisdiction over the implementation and interpretation of the Plan and the Confirmation Order and oversight of the Reorganized Debtor until entry of a final decree; (c) payment to those holding allowed claims, and (d) to the extent there is sufficient excess cash, purchasing one or more new churches by the Reorganized Debtor for the benefit of the Debtors' ruling elders or factions. The Reorganized Debtor will reserve a sufficient amount of the net sale proceeds for any potential tax consequences under the Plan. Under the Plan, the three classes of creditors -- secured claims (Class 1A through 1J), non-tax priority claims (Class 2), and general unsecured claims (Class 3) are not impaired under the Plan and will be deemed to have accepted the Plan. Allowed claims will be paid in full on or before 30 days of the effective date of the Plan. There are no interest holders in the Debtor since the Debtor is non-profit religious corporation. There are, however, various purported factions that assert they are the ruling elders of the Debtor. The Reorganized Debtor, by and through the Principal, will assist in mediating the disputes between the factions towards a settlement or, if such mediation efforts are unsuccessful, a final decision from the Bankruptcy Court. The Chapter 11 Trustee filed its Chapter 11 Plan of Reorganization on Aug. 31, 2015. The Debtor filed an Amended Plan on Sept. 10. The Trustee did not file an explanatory disclosure statement. Because no creditor is impaired under the Plan, the Trustee said there is no reason to circulate a disclosure statement to creditors because there is no need to solicit votes for or against the Plan. About Holy Hill Holy Hill Community Church, aka Holy Hill Community Church, a protestant church in Los Angeles, filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014. In its Petition, Holy Hill, a California non-profit corporation incorporated for the purposes of conducting religious activities as a protestant Christian church, disclosed $35.4 million in total assets and $16.7 million in total liabilities. Judge Julia W. Brand presides over the case. John Jenchun Suh, the pastor and CEO of the church, signed the bankruptcy petition. W. Dan Lee of the Lee Law Offices, in Los Angeles, serves as counsel to the Debtor. Various parties, including the U.S. Trustee, filed motions to appoint a Chapter 11 trustee or, alternatively, convert the case to one under Chapter 7. The motion to appoint a Chapter 11 trustee was granted and Richard J. Laski was appointed to serve as Chapter 11 trustee on June 30, 2014. The Trustee has tapped Arent Fox LLP to serve as his bankruptcy counsel, and Wilshire Partners of CA, LLC, as accountant. HOLY HILL COMMUNITY CHURCH: Plan Declared Effective --------------------------------------------------- Holy Hill Community Church's Chapter 11 Plan became effective on Jan. 1, 2016. With the order confirming the Debtor's Second Amended Chapter 11 Plan became final on January 1, 2016 and all other conditions specified in the Second Amended Chapter 11 Plan having been satisfied or waived, the Plan became effective on Jan. 1, 2016. The notice of the Effective Date set certain bar dates for administrative claims: * Administrative Claims incurred in the Debtor’s ordinary course of business will be allowed in accordance with the terms and conditions of the transactions that gave rise to that Claim and the claimholder need not file a request for payment of its Claim. * All requests for payment of post-petition tax claims, for which no bar date has otherwise been previously established, must be filed with the Bankruptcy Court on or before the later of (i) 45 days following the Effective Date, or February 15, 2016; and (ii) 120 days following the filing of the tax return for such taxes for such tax year or period with the applicable governmental unit. * All professionals or other persons requesting compensation or reimbursement of expenses an application for final allowance of compensation and reimbursement of expenses no later than (i) 45 days after the Effective Date, or Feb. 15, 2016, or (ii) such later date as the Bankruptcy Court will order upon application made prior to the end of such 45-day period. * All holders of non-ordinary course administrative claims (other than Claims for Professional Fees) will file and serve on counsel for the Chapter 11 Trustee (at the address set out in the upper-left hand corner of the Plan) no later than 45 days after the Effective Date, or Feb. 15, 2016, or such later date, if any, as the Bankruptcy Court will order upon application made prior to the end of such 45-day period. The Chapter 11 Plan The proposed plan provides for, among other things: (a) reorganizing the Debtor's operations while maintaining the Debtor's status as California non-profit religious corporation; (b) amending as necessary the Debtor's Articles of Incorporation and Bylaws consistent with this Plan to provide, inter alia, that the Chapter 11 Trustee will be appointed as the sole principal and authorized fiduciary of the Reorganized Debtor with the Bankruptcy Court maintaining sole jurisdiction over the implementation and interpretation of the Plan and the Confirmation Order and oversight of the Reorganized Debtor until entry of a final decree; (c) payment to those holding allowed claims, and (d) to the extent there is sufficient excess cash, purchasing one or more new churches by the Reorganized Debtor for the benefit of the Debtors' ruling elders or factions. The Reorganized Debtor will reserve a sufficient amount of the net sale proceeds for any potential tax consequences under the Plan. Under the Plan, the three classes of creditors -- secured claims (Class 1A through 1J), non-tax priority claims (Class 2), and general unsecured claims (Class 3) are not impaired under the Plan and will be deemed to have accepted the Plan. Allowed claims will be paid in full on or before 30 days of the effective date of the Plan. There are no interest holders in the Debtor since the Debtor is non-profit religious corporation. There are, however, various purported factions that assert they are the ruling elders of the Debtor. The Reorganized Debtor, by and through the Principal, will assist in mediating the disputes between the factions towards a settlement or, if such mediation efforts are unsuccessful, a final decision from the Bankruptcy Court. The Chapter 11 Trustee filed its Chapter 11 Plan of Reorganization on Aug. 31, 2015. The Debtor filed an Amended Plan on Sept. 10. The Trustee did not file an explanatory disclosure statement. Because no creditor is impaired under the Plan, the Trustee said there is no reason to circulate a disclosure statement to creditors because there is no need to solicit votes for or against the Plan. About Holy Hill Holy Hill Community Church, aka Holy Hill Community Church, a protestant church in Los Angeles, filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014. In its Petition, Holy Hill, a California non-profit corporation incorporated for the purposes of conducting religious activities as a protestant Christian church, disclosed $35.4 million in total assets and $16.7 million in total liabilities. Judge Julia W. Brand presides over the case. John Jenchun Suh, the pastor and CEO of the church, signed the bankruptcy petition. W. Dan Lee of the Lee Law Offices, in Los Angeles, serves as counsel to the Debtor. Various parties, including the U.S. Trustee, filed motions to appoint a Chapter 11 trustee or, alternatively, convert the case to one under Chapter 7. The motion to appoint a Chapter 11 trustee was granted and Richard J. Laski was appointed to serve as Chapter 11 trustee on June 30, 2014. The Trustee has tapped Arent Fox LLP to serve as his bankruptcy counsel, and Wilshire Partners of CA, LLC, as accountant. HOLY HILL COMMUNITY CHURCH: Wilshire Stipulation Approved --------------------------------------------------------- Richard J. Laski, the Chapter 11 trustee of Holy Hill Community Church, won approval of a stipulation he entered with a creditor in connection with his proposed Plan of Reorganization for the Debtor. Wilshire Escrow Company previously filed an informal objection to the Plan concerning the reserve amount provided for Wilshire's secured claim in Class 1I. Pursuant to a stipulation with Wilshire, the Plan will be deemed amended to provide for a reserve of $71,000 on account of Wilshire’s secured claim in Class 1I. Wilshire will waive all other objections to the Plan. About Holy Hill Holy Hill Community Church, aka Holy Hill Community Church, a protestant church in Los Angeles, filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014. In its Petition, Holy Hill, a California non-profit corporation incorporated for the purposes of conducting religious activities as a protestant Christian church, disclosed $35.4 million in total assets and $16.7 million in total liabilities. Judge Julia W. Brand presides over the case. John Jenchun Suh, the pastor and CEO of the church, signed the bankruptcy petition. W. Dan Lee of the Lee Law Offices, in Los Angeles, serves as counsel to the Debtor. Various parties, including the U.S. Trustee, filed motions to appoint a Chapter 11 trustee or, alternatively, convert the case to one under Chapter 7. The motion to appoint a Chapter 11 trustee was granted and Richard J. Laski was appointed to serve as Chapter 11 trustee on June 30, 2014. The Trustee has tapped Arent Fox LLP to serve as his bankruptcy counsel, and Wilshire Partners of CA, LLC, as accountant. HOVENSA L.L.C.: Amends Liquidating Plan Ahead of Jan. 19 Hearing ---------------------------------------------------------------- Hovensa, L.L.C., which has agreed to sell most of its assets to Limetree Bay Holdings, LLC for $220 million, has amended its proposed liquidating plan ahead of the confirmation hearing on Jan. 19, 2016, at 10:00 a.m. (prevailing Eastern Time). A copy of the First Amended Plan filed Jan. 12, 2016, is available for free at: http://bankrupt.com/misc/Hovensa_542_1st_Am_Plan.pdf Hovensa, L.L.C., filed a liquidating plan that contemplates allocating $30 million of the sale proceeds for holders of allowed non-priority general unsecured claims. The projected recoveries under the Plan are: Projected Estimated Class Claim/Interest Plan Treatment Allowed Amount Recovery ---- ------------- -------------- -------------- -------- 1 Other Priority Claims Unimpaired $22,000 100% 2 Other Secured Claims Unimpaired $0 100% 3 GVI Claims Impaired Undetermined N/A 4 Tort Claims Impaired $26,440,000 49% 5 Other Non-Govt. and Non-Tort General Unsecured Claims Impaired $30,935,000 49% 6 Other Governmental General Unsecured Claims Impaired $3,500,000 49% 7 Interests Impaired N/A 0% The Debtor said that in a Chapter 7 liquidation, all holders of unclassified claims and claims in Classes 1, 2, 3, 4, 5, and 6 would receive no recovery. On the Petition Date, the Debtor disclosed a deal to sell its crude oil and product storage and terminalling business to Limetree Bay Holdings, LLC, an affiliate of ArcLight Capital Partners, LLC, for $184 million, absent higher and better offers. The Debtor received a rival offer from Buckeye Partners, L.P. for $198.6 million by the Nov. 5 bid deadline, as well as nine bids from parties interested in purchasing and liquidating the Debtor's refinery assets, and proposals from Capswell Energy Co. and Monarch Energy Partners, Inc. Following an auction on Nov. 10, 11 and 16, Limetree submitted a final bid of $220 million, including $100 million in cash, and Buckeye submitted a final bid of $365 million, which includes $345 million in cash. The Debtor, however, selected Limetree Bay as the winning bidder due to the greater conditionality in the Buckeye bid. Limetree Bay's final offer provides: i. purchase price of $220 million consisting of: (a) $100 million of cash to the Government of the Virgin Islands (the "GVI") in satisfaction of certain of its claims and as a concession fee, (b) $90 million to the Debtor's estate, and (c) up to $30 million of reimbursement of post-closing wind-down costs and expenses; ii. an agreement to provide the Debtor with free power after the closing to the extent that the minimum turndown amount of power exceeds the power generation load used by Limetree Bay to operate its business, and the first $15 million of additional power for which the Debtor would have otherwise paid free of charge under a power supply services agreement to be entered into at closing; and iii. an agreement with the Governor on a concession agreement to be taken to the Legislature, which agreement contains additional payments and other financial consideration to be paid by Limetree Bay to the GVI. In an effort to obtain the Committee's support for a sale transaction to Limetree Bay, the parties agreed that HOVIC or one of its affiliates will assume the Debtor's ongoing pension obligations, which will materially reduce the amount of the Debtor's projected unsecured claims pool, in exchange for the Committee's support for estate releases. In advance of the Nov. 30 sale hearing, the Debtor, the JV Parties, and the Committee engaged in further negotiations over the form of order approving the sale. Ultimately, the sale order was further revised to include a paragraph that requires $30 million of the sale proceeds to be placed in a separate interest bearing account for the sole benefit of holders of allowed non- priority general unsecured claims other than: (1) claims held by HOVIC or PDV-VI; (2) any claims of the GVI; and (3) any claim of any governmental entity, unless otherwise agreed in writing by the Committee, the Debtor, and any liquidating trustee, as appropriate. On Dec. 1, 2015, the Bankruptcy Court entered the Sale Order. The Purchase Agreement provides for the Debtor's estate to receive approximately $90 million from the sale proceeds. Pursuant to the Sale Order, the Debtor is required to repay in full in cash to the DIP Lenders all accrued but unpaid DIP Obligations upon the Closing. In addition, based upon the Debtor's claims estimates, the sale proceeds will permit the Debtor to cover its remaining pre-closing administrative obligations and make the best possible distribution to unsecured creditors under the circumstances. In addition, the Sale Order and the Purchase Agreement provide that, at the Closing, Limetree Bay will pay the USVI Government the USVI Concession Fee in the amount of $100 million. In addition to this fee, the GVI also will receive several monetary and non-monetary benefits directly from Limetree Bay pursuant to a separate agreement reached among the Governor and Limetree Bay dated Nov. 9, 2015. On Dec. 1, 2015, the Governor held a press conference to announce the terms of the Operating Agreement, which includes among other things: * $220 million in an upfront payment to the GVI; * A commitment from Limetree Bay to operate the oil storage facility for at least 25 years and up to 40 years; * A commitment from Limetree Bay to employ a minimum of 80 full-time workers, at least 80% of whom must be long-term USVI residents; * An agreement from Limetree Bay to potentially restart the refinery and dismantle any part that is not being used; * A donation of 330 acres of land and 130 units of housing along with a vocational school and a community center to the GVI; and * Payment of $150,000 annually as rent for the submerged lands that are part of the Debtor's property, which is an increase from the current $1 per year rent. The Governor also stated that he believes the Operating Agreement represents a total value to the GVI and the people of the USVI of more than $800 million. The Governor also announced that he called the 31st Legislature of the Virgin Islands of the United States into special session to be held on Dec. 17, 2015 to consider approval of the Operating Agreement. A copy of the solicitation version of the Disclosure Statement filed Dec. 17, 2015, is available for free at: http://bankrupt.com/misc/Hovensa_LLC_467_DS.pdf The Debtors' attorneys: Richard H. Dollison LAW OFFICES OF RICHARD H. DOLLISON, P.C. 48 Dronningens Gade, Suite 2C St. Thomas, U.S. Virgin Islands 00802 Telephone: (340) 774-7044 Facsimile: (340) 774-7045 - and - Lorenzo Marinuzzi, Esq. Jennifer L. Marines, Esq. Samantha Martinm Esq. Daniel J. Harris, Esq. MORRISON & FOERSTER LLP 250 West 55th Street New York, NY 10019 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 About Hovensa Hovensa, L.L.C, owns an oil refinery and an oil storage facility business, both located on the island of St. Croix, U.S. Virgin Islands, and both of which are currently idled. The refinery and storage facilities span approximately 2,000 acres of land located on the south shore of St. Croix, including approximately 300 acres of undeveloped land to the east of the refinery and storage. Hovensa currently maintains its headquarters at 1 Estate Hope, Christiansted, St. Croix, USVI. Hovensa was formed in June 1998 and, through a series of agreements dated October 30, 1998, became a joint venture between Hess Oil Virgin Islands Corporation ("HOVIC"), a subsidiary of Hess Corporation (f/k/a Amerada Hess Corporation), and PDVSA V.I., Inc. ("PDV-VI" and together with HOVIC, the "JV Parties"), a subsidiary of Petroleos de Venezuela, S.A. ("PDVSA"), the national oil company of Venezuela. Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S. Bankruptcy Court for the District of the Virgin Islands (Bankr. D. V.I. Case No. 15-10003) on Sept. 15, 2015, with a deal to sell most of the assets. Judge Mary F. Walrath is assigned to the case. The Debtor estimated assets of $100 million to $500 million, and liabilities of more than $1 billion. The Debtors tapped Morrison & Foerster LLP as bankruptcy counsel; The Law Offices of Richard H. Dollison as local bankruptcy counsel; Alvarez & Marsal North America, LLC to provide Thomas E. Hill as chief restructuring officer; Lazard Freres & Co. LLC as investment banker; White & Case LLP as special mergers and acquisitions counsel; and Prime Clerk LLC as claims and noticing agent and as administrative agent. The Official Committee of Unsecured Creditors tapped Dentons US LLP counsel; Hamm Eckard, LLP as its local/co-counsel; and Berkeley Research Group, LLC as its financial advisor. The Debtor's owners, HOVIC and PDV-VI, have agreed to provide DIP financing in an amount not to exceed $40 million. The DIP facility requires the Debtors to achieve certain milestones, including closing of the sale by Dec. 31, 2015. * * * Hovensa, L.L.C., reached a deal to sell most of its assets to Limetree Bay Holdings, LLC for $220 million. On Jan. 4, 2016, the Debtor closed its sale of substantially all its assets. The Debtor has filed a liquidating plan. The combined hearing to consider final approval of the Disclosure Statement and confirmation of the Plan is on Jan. 19, 2016, at 10:00 a.m. (prevailing Eastern Time). HOVENSA L.L.C.: Files Supplement to Bankruptcy Exit Plan -------------------------------------------------------- Hovensa, L.L.C., submitted a plan supplement in support of, and in accordance with, its Plan of Liquidation Pursuant to Chapter 11 of the Bankruptcy Code. The Plan Supplement includes: * Liquidating Trust Agreement; * Environmental Response Trust Agreement; * Schedule of Liquidating Trust Insurance Policies; * Schedule of Environmental Response Trust Insurance Policies; and * Termination and Release Agreement, by and among the Debtor, the GVI, and the Virgin Islands Bureau of Internal Revenue. The Trusts filed with the Court do not indicate who the trustees thereunder will be. A copy of the Plan Supplement is available for free at: http://bankrupt.com/misc/Hovensa_541_Plan_Supplement.pdf About Hovensa Hovensa, L.L.C, owns an oil refinery and an oil storage facility business, both located on the island of St. Croix, U.S. Virgin Islands, and both of which are currently idled. The refinery and storage facilities span approximately 2,000 acres of land located on the south shore of St. Croix, including approximately 300 acres of undeveloped land to the east of the refinery and storage. Hovensa currently maintains its headquarters at 1 Estate Hope, Christiansted, St. Croix, USVI. Hovensa was formed in June 1998 and, through a series of agreements dated October 30, 1998, became a joint venture between Hess Oil Virgin Islands Corporation ("HOVIC"), a subsidiary of Hess Corporation (f/k/a Amerada Hess Corporation), and PDVSA V.I., Inc. ("PDV-VI" and together with HOVIC, the "JV Parties"), a subsidiary of Petroleos de Venezuela, S.A. ("PDVSA"), the national oil company of Venezuela. Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S. Bankruptcy Court for the District of the Virgin Islands (Bankr. D. V.I. Case No. 15-10003) on Sept. 15, 2015, with a deal to sell most of the assets. Judge Mary F. Walrath is assigned to the case. The Debtor estimated assets of $100 million to $500 million, and liabilities of more than $1 billion. The Debtors tapped Morrison & Foerster LLP as bankruptcy counsel; The Law Offices of Richard H. Dollison as local bankruptcy counsel; Alvarez & Marsal North America, LLC to provide Thomas E. Hill as chief restructuring officer; Lazard Freres & Co. LLC as investment banker; White & Case LLP as special mergers and acquisitions counsel; and Prime Clerk LLC as claims and noticing agent and as administrative agent. The Official Committee of Unsecured Creditors tapped Dentons US LLP counsel; Hamm Eckard, LLP as its local/co-counsel; and Berkeley Research Group, LLC as its financial advisor. The Debtor's owners, HOVIC and PDV-VI, have agreed to provide DIP financing in an amount not to exceed $40 million. The DIP facility requires the Debtors to achieve certain milestones, including closing of the sale by Dec. 31, 2015. * * * Hovensa, L.L.C., reached a deal to sell most of its assets to Limetree Bay Holdings, LLC for $220 million. On Jan. 4, 2016, the Debtor closed its sale of substantially all its assets. The Debtor has filed a liquidating plan. The combined hearing to consider final approval of the Disclosure Statement and confirmation of the Plan is on Jan. 19, 2016, at 10:00 a.m. (prevailing Eastern Time). HOVENSA L.L.C.: UST Reserves Right to Object to Plan Trustees ------------------------------------------------------------- Guy G. Gebhardt, Acting United States Trustee, Region 21, said that given the late filing of Hovensa, L.L.C.'s Amended Plan of Liquidation and Plan Supplement, he reserves the rights with respect to the Plan. The Plan Supplements include, among other things, the Liquidating Trust Agreement and the Environmental Response Trust Agreement (collectively, the "Trusts"). The Trusts filed with the Court do not indicate who the trustees thereunder will be, Mr. Gebhardt pointed out. The United States Trustee reserves his rights with respect to the Plan and the Plan Supplements and to raise any issue with respect thereto at any hearings thereon, including, but not limited to: (i) the terms of the Plan and the Plan Supplements; and (ii) the Trusts and such trustees as may be designated and appointed thereunder. The U.S. Trustee is represented by: Martin P. Ochs United States Department of Justice Office of the United States Trustee 362 Richard B. Russell Building 75 Ted Turner Drive, SW Atlanta, GA 30303 Tel: (404) 331-4437 E-mail: martin.p.ochs@usdoj.gov About Hovensa Hovensa, L.L.C, owns an oil refinery and an oil storage facility business, both located on the island of St. Croix, U.S. Virgin Islands, and both of which are currently idled. The refinery and storage facilities span approximately 2,000 acres of land located on the south shore of St. Croix, including approximately 300 acres of undeveloped land to the east of the refinery and storage. Hovensa currently maintains its headquarters at 1 Estate Hope, Christiansted, St. Croix, USVI. Hovensa was formed in June 1998 and, through a series of agreements dated October 30, 1998, became a joint venture between Hess Oil Virgin Islands Corporation ("HOVIC"), a subsidiary of Hess Corporation (f/k/a Amerada Hess Corporation), and PDVSA V.I., Inc. ("PDV-VI" and together with HOVIC, the "JV Parties"), a subsidiary of Petroleos de Venezuela, S.A. ("PDVSA"), the national oil company of Venezuela. Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S. Bankruptcy Court for the District of the Virgin Islands (Bankr. D. V.I. Case No. 15-10003) on Sept. 15, 2015, with a deal to sell most of the assets. Judge Mary F. Walrath is assigned to the case. The Debtor estimated assets of $100 million to $500 million, and liabilities of more than $1 billion. The Debtors tapped Morrison & Foerster LLP as bankruptcy counsel; The Law Offices of Richard H. Dollison as local bankruptcy counsel; Alvarez & Marsal North America, LLC to provide Thomas E. Hill as chief restructuring officer; Lazard Freres & Co. LLC as investment banker; White & Case LLP as special mergers and acquisitions counsel; and Prime Clerk LLC as claims and noticing agent and as administrative agent. The Official Committee of Unsecured Creditors tapped Dentons US LLP counsel; Hamm Eckard, LLP as its local/co-counsel; and Berkeley Research Group, LLC as its financial advisor. The Debtor's owners, HOVIC and PDV-VI, have agreed to provide DIP financing in an amount not to exceed $40 million. The DIP facility requires the Debtors to achieve certain milestones, including closing of the sale by Dec. 31, 2015. * * * Hovensa, L.L.C., reached a deal to sell most of its assets to Limetree Bay Holdings, LLC for $220 million. On Jan. 4, 2016, the Debtor closed its sale of substantially all its assets. The Debtor has filed a liquidating plan. The combined hearing to consider final approval of the Disclosure Statement and confirmation of the Plan is on Jan. 19, 2016, at 10:00 a.m. (prevailing Eastern Time). HOVENSA L.L.C.: Virgin Islands Keeps Rights to Raise Plan Issues ---------------------------------------------------------------- Before the deadline to submit objections to Hovensa, L.L.C.'s Liquidating Plan, the Government of the U.S. Virgin Islands submitted a document seeking to reserve all of its rights with respect to the plan and to raise any issues at the hearing. As of the closing of the sale of substantially all assets of the Debtor, the GVI released all its non-environmental claims against the Debtor and the JV Partners. Accordingly, the GVI's interest in the Plan is limited primarily to how the Debtor addresses its environmental obligations. The version of the Plan served on creditors for solicitation of their votes provides for the creation of an Environmental Response Trust, which would assume and undertake the Debtor's environmental obligations. The Plan provides that the estate would fund the Environmental Response Trust, and that a trustee would be selected by the Debtor with the consent of the U.S. Environmental Agency and the GVI's Department of Natural Resources. Given the herculean efforts to obtain legislative approval in early January and to close the sales transaction Jan. 4, the GVI does not expect all the parties' work to be completed prior to the Plan's objection deadline or the voting deadline. Accordingly, the GVI seeks to reserve all its rights with respect to the plan and to raise any issues at the hearing, including but not limited to: (a) the terms of the Plan or the Environmental Trust Agreement; (b) the selection of the Environmental Response Trustee, and the (c) terms of the Environmental Trust Insurance Policies. The Government of the U.S. Virgin Islands is represented by: LAW OFFICES OF JOEL H. HOLT Joel H. Holt, Esq. 2132 Company Street Christiansted, VI 00820 Tel: (340) 773-8709 Fax: (340) 778-8677 - and - MACAULEY LLC Thomas G. Macauley, Esq. 300 Delaware Avenue, Suite 760 Wilmington, DE 19801 Tel: (302) 656-0100 Fax: (302) 654-4362 - and - COHEN MILSTEIN SELLERS & TOLL PLLC Linda Singer, Esq. 1100 New York Ave. N.W., Suite 500 West Washington, DC 20005 About Hovensa Hovensa, L.L.C, owns an oil refinery and an oil storage facility business, both located on the island of St. Croix, U.S. Virgin Islands, and both of which are currently idled. The refinery and storage facilities span approximately 2,000 acres of land located on the south shore of St. Croix, including approximately 300 acres of undeveloped land to the east of the refinery and storage. Hovensa currently maintains its headquarters at 1 Estate Hope, Christiansted, St. Croix, USVI. Hovensa was formed in June 1998 and, through a series of agreements dated October 30, 1998, became a joint venture between Hess Oil Virgin Islands Corporation ("HOVIC"), a subsidiary of Hess Corporation (f/k/a Amerada Hess Corporation), and PDVSA V.I., Inc. ("PDV-VI" and together with HOVIC, the "JV Parties"), a subsidiary of Petroleos de Venezuela, S.A. ("PDVSA"), the national oil company of Venezuela. Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S. Bankruptcy Court for the District of the Virgin Islands (Bankr. D. V.I. Case No. 15-10003) on Sept. 15, 2015, with a deal to sell most of the assets. Judge Mary F. Walrath is assigned to the case. The Debtor estimated assets of $100 million to $500 million, and liabilities of more than $1 billion. The Debtors tapped Morrison & Foerster LLP as bankruptcy counsel; The Law Offices of Richard H. Dollison as local bankruptcy counsel; Alvarez & Marsal North America, LLC to provide Thomas E. Hill as chief restructuring officer; Lazard Freres & Co. LLC as investment banker; White & Case LLP as special mergers and acquisitions counsel; and Prime Clerk LLC as claims and noticing agent and as administrative agent. The Official Committee of Unsecured Creditors tapped Dentons US LLP counsel; Hamm Eckard, LLP as its local/co-counsel; and Berkeley Research Group, LLC as its financial advisor. The Debtor's owners, HOVIC and PDV-VI, have agreed to provide DIP financing in an amount not to exceed $40 million. The DIP facility requires the Debtors to achieve certain milestones, including closing of the sale by Dec. 31, 2015. * * * Hovensa, L.L.C., reached a deal to sell most of its assets to Limetree Bay Holdings, LLC for $220 million. On Jan. 4, 2016, the Debtor closed its sale of substantially all its assets. The Debtor has filed a liquidating plan. The combined hearing to consider final approval of the Disclosure Statement and confirmation of the Plan is on Jan. 19, 2016, at 10:00 a.m. (prevailing Eastern Time). IDERA PHARMACEUTICALS: Releases Copy of Presentation Materials -------------------------------------------------------------- Idera Pharmaceuticals, Inc., uploaded a presentation to its Web site -- http://www.iderapharma.com/-- discussing the state of the Company. The Company may rely on all or part of this presentation any time it is discussing the current state of the Company in communications with investors or at conferences. A copy of the presentation is available for free at http://is.gd/HwMRBN About Idera Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a clinical stage biotechnology company engaged in the discovery and development of novel synthetic DNA- and RNA-based drug candidates that are designed to modulate immune responses mediated through Toll-like Receptors, or TLRs. The Company has two drug candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a TLR7, TLR8, and TLR9 antagonist, in clinical development for the treatment of autoimmune and inflammatory diseases. Idera Pharmaceuticals reported a net loss attributable to common stockholders of $39.2 million in 2014, a net loss applicable to common stockholders of $21.09 million in 2013 and a net loss applicable to common stockholders of $22.5 million in 2012. As of Sept. 30, 2015, the Company had $99.08 million in total assets, $6.42 million in total liabilities and $92.7 million in total stockholders' equity. ILLINOIS INSTITUTE: Fitch Affirms BB Rating on 2006A/2009A Bonds ---------------------------------------------------------------- Fitch Ratings has affirmed the 'BB' rating on these outstanding Illinois Finance Authority revenue bonds issued on behalf of Illinois Institute of Technology (IIT): -- $153,660,000 series 2006A bonds; -- $27,915,000 series 2009A bonds. The Rating Outlook is Stable. SECURITY A note secures IIT's obligations under a loan agreement with the authority. The university's obligation pursuant to the note is a general obligation. The authority issued the bonds and loaned the proceeds to IIT. The authority pledges and assigns its interest and rights in the IIT loan agreement and note to the trustee. IIT makes payments directly to the trustee in an amount sufficient for debt service. The series 2009A bonds are further secured by a cash-funded debt service reserve fund. KEY RATING DRIVERS STABLE FINANCIAL POSITION: Operations have gradually improved and stabilized over the last few years. Operating margins were breakeven in fiscal 2015, and slightly negative in fiscal 2014, after two years of more favorable results. However, continued tuition revenue growth and a lessening reliance on endowment draws are indicative of a strengthening financial position. IMPROVING FINANCIAL CUSHION: Improved operations and favorable investment returns have benefitted IIT's available funds ratios. Both ratios, while still weak and slightly lower than fiscal 2014 are much improved since fiscal 2012 and compare favorably to similarly-rated institutions. MIXED STUDENT DEMAND: Overall stable enrollment is composed of healthy undergraduate growth and declining graduate trends, particularly law, which Fitch notes is consistent with national trends. Freshman retention is strong. MANAGEABLE DEBT BURDEN: The university's maximum annual debt service (MADS) burden is manageable with MADS consuming a moderate amount of unrestricted operating revenues. Stronger financial operations have enabled IIT to produce sufficient pro forma MADS coverage which should continue given no additional debt plans. RATING SENSITIVITIES SUSTAINED OPERATING IMPROVEMENT: Sustained improvement in the Illinois Institute of Technology's operating performance, evidenced by positive operating margins driven by enrollment growth, and improvement in liquidity measures could lead to positive rating action. STRUCTURAL IMBALANCE: A trend of negative operating margins, or a return to outsized reliance on endowment fund draws, could pressure the rating. CREDIT PROFILE IIT is a private not-for-profit technology-focused research university offering undergraduate and graduate degrees in engineering science, architecture, business, design, human sciences, applied technology, and law. Established in 1940, the institute operates five campuses in the Chicago metropolitan area with its main campus located four miles south of downtown Chicago. STRENGTHENED FINANCIAL POSITION IIT's operating position has improved. Operating margins have averaged breakeven since fiscal 2012, including a slight negative turn in fiscal 2014 to -1.5%, returning to breakeven in fiscal 2015. This follows six consecutive years of negative margins from fiscal 2006-2011. Moreover, excess endowment fund draws above its stated policy averaging more than $15 million annually during the prior period were more than one-third higher than the most recent three-year average. In effect, IIT has produced more stable operating results since fiscal 2012 while returning to its customary 5% endowment fund spending policy. Management's multi-year financial turnaround plan focusing on various revenue enhancement and cost containment initiatives drives recent operating stability. Average annual operating revenue growth (2.9%) has outpaced operating expenses (2.3%) since fiscal 2011. Similar to many other private institutions, IIT's largest revenue source is student-generated revenue (61.5% of fiscal 2015 operating revenues), although grant and contract revenues (19.4% of fiscal 2015 operating revenues) provide significantly more revenue diversity than comparably-rated institutions. Based on interim results through November 2015, management projects fiscal 2016 results will be similar to or slightly better than those in fiscal 2015. Consistently positive operating results would underscore the university's improved financial position. IMPROVING FINANCIAL CUSHION Available funds, defined by Fitch as cash and investments not permanently restricted, provide IIT with a modest financial cushion. For fiscal 2015, the ratios of available funds to unrestricted operating expenses and long-term debt were 23.3% and 31.6%, respectively, a slight decline from fiscal 2014 but a significant improvement from 6.2% and 7.1% in fiscal 2012. Of note, IIT does not budget to cover depreciation and any significant capital needs could cause greater year-to-year volatility in available funds ratios, to the extent the university cash funds related projects. IIT's $250 million fundraising campaign is on target, according to management. The university has raised approximately $227 million of the goal, approximately two-thirds of which has been collected. A portion of campaign proceeds are expected to augment IIT's endowment, as well as fund certain capital projects. OVERALL FLAT ENROLLMENT Flat overall enrollment trends since fiscal 2011 potentially limit the rate of improvement in IIT's operating margin. Total enrollment increased by less than 1% during the period, totaling 7,337 for fall 2015. More broad, steady enrollment gains could ultimately contribute to stronger operating margins. Healthy undergraduate growth totaling 19.4% since fiscal 2011 to 3,107 offsets negative overall graduate enrollment (-9.4%), largely driven by a declining number of law school students that is consistent with national trends. IIT's law students represent approximately 9.6% of total enrollment in fiscal 2015, down from 14.2% in fiscal 2011. Incoming student admissions examination scores compare favorably with state and national averages. Average ACT scores (28) are seven points above the national average. Additionally, freshman retention has averaged 92% since fiscal 2011. MANAGEABLE DEBT BURDEN IIT's direct debt burden remains manageable. MADS of approximately $16.2 million (fiscal 2024) consumes a moderate 5.9% of fiscal 2015 unrestricted operating revenues, down from 6.4% in fiscal 2011 and 6.1% in fiscal 2014. Annual debt service and MADS coverage ratios improved slightly in fiscal 2015 to 1.5x (1.2x in fiscal 2014) and 1.4x (1.3x in fiscal 2014), respectively. IIT's research affiliate, IITRI, has a $9.4 million private placement with a local bank. The obligation is non-recourse to the university. However, the debt is reported in IIT's consolidated audit and included in Fitch's ratios. An off-balance sheet student housing obligation is an additional consideration in Fitch's analysis. Because IIT commits to preserving sufficient project coverage by leasing unoccupied beds if necessary, Fitch also evaluates IIT's leverage metrics incorporating the project debt. Including the $26 million off-balance sheet obligation would not materially change IIT's leverage metrics; the ratio of available funds to debt would fall slightly to 28% from 31.6%. IIT services the facility and commits to leasing unoccupied beds sufficient for the related entity to produce 1.0x debt service coverage. However, IIT has not had to lease any beds since fiscal 2007, which provides some comfort. In addition, related debt service coverage ratios are near 5x, per management. An LOC in place through March 31, 2016 secures the obligation. Management is currently in the process of extending the term of the LOC for two years under the same terms. IIT's lack of additional financing plans should help maintain a manageable debt burden. INTERNATIONAL SHIPHOLDING: Debt May Trigger Going Concern Doubt --------------------------------------------------------------- International Shipholding Corporation's inability to mitigate uncertainties regarding execution of its strategic plan and debt obligations may trigger a substantial doubt about its ability to continue as a going concern, according to Manuel G. Estrada, vice president and chief financial officer of the company, in a November 16, 2015 regulatory filing with the U.S. Securities and Exchange Commission. Mr. Estrada explained: "Since early 2014, we have encountered certain challenges related to complying with our debt covenants and overall liquidity restraints. On October 21, 2015, our Board of Directors approved a Strategic Plan to focus us on three core segments. If we are successful in implementing this Strategic Plan, we believe it will strengthen our financial position by reducing our debt to more manageable levels and increasing our liquidity, which we believe will, in turn, provide us with future opportunities to create value for our shareholders. "On or prior to November 16, 2015, we amended each of our credit facilities. These amendments, among other things, obligate us to complete various steps of our Strategic Plan at certain specified prices and by specified milestone deadlines, which require certain assets to be sold ranging from as soon as December 4, 2015 to June 30, 2016. Because of the uncertainties associated with our ability to implement the Strategic Plan within the required time constraints, we have classified as of September 30, 2015 all $213.7 million of our debt obligations as current maturities, which caused our current liabilities to far exceed our current assets as of such date. "If we are unsuccessful in disposing of certain non-core assets by the milestones agreed to with our lenders, we would be in default under one or more of our credit facilities and all of our creditors would have the right to accelerate our debt. "As a result of the matters described herein, including the uncertainty regarding our ability to execute the Strategic Plan and our lenders' ability to demand payment under our debt agreements, if we are unable to successfully mitigate these uncertainties, there would be substantial doubt about our ability to continue as a going concern." At September 30, 2015, the company had total assets of $554,456,000, total liabilities of $301,258,000 and total stockholders' equity of $253,198,000. The company also posted a net loss of $7,207,000 for the three months ended September 30, 2015, as compared with a net loss of $2,565,000 during the three months ended September 30, 2014. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/jze25oj International Shipholding Corporation, through its subsidiaries, operates a fleet of U.S. and foreign flag vessels that provide international and domestic maritime transportation services to commercial and governmental customers. The company maintains its headquarters in Mobile, Alabama. JAMES F. HUMPHREYS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: James F. Humphreys & Associates, L.C. 10 Hale Street, Suite 400 Charleston, WV 25301 Case No.: 16-20006 Chapter 11 Petition Date: January 13, 2016 Court: United States Bankruptcy Court Southern District of West Virginia (Charleston) Judge: Hon. Frank W. Volk Debtor's Counsel: Julia A. Chincheck, Esq. 600 Quarrier Street Charleston, WV 25301 Email: jchincheck@bowlesrice.com Danielle L Dietrich, Esq. TUCKER ARENSBERG P.C. 1500 One PPG Place Pittsburgh, PA 15222 Email: ddietrich@tuckerlaw.com Judith K. Fitzgerald TUCKER ARENSBERG P.C. 1 PPG Place, Suite 1500 Philadelphia, PA 15222 Tel: 412-566-1212 Fax: 412-594-5619 Email: jfitzgerald@tuckerlaw.com - and - Beverly Weiss Manne, Esq. TUCKER ARENSBERG, P.C. 1500 One PPG Place Pittsburgh, PA 15222 Tel: (412) 594-5525 Email: bmanne@tuckerlaw.com Debtor's BOWLES RICE LLP Local Counsel: Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James F. Humphreys, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/wvsb16-20006.pdf JEFFREY L. HAYDEN: Can't Clawback $9MM Transfer, Court Rules ------------------------------------------------------------ This refers to the adversary proceeding being heard and conducted with respect to the prima facie case — issues regarding the value of the subject transfers, consideration paid for the transfers at the time the transfers were made, and whether Debtor Jeffrey L. Hayden was insolvent at the time of the transfers or became insolvent as a result of the transfers. In a Findings of Fact and Conclusions of Law after trial dated December 28, 2015, which is available at http://is.gd/JqMa8Sfrom Leagle.com, Judge Maureen A. Tighe of the United States Bankruptcy Court for the Central District of California, San Fernando Valley Division, has made the following findings of fact and conclusion of laws: (1) After taking into account the expected amount of the AFG 6 liability ($300,000), the Court finds that the value of Debtor Jeffrey L. Hayden's interest in AFG to be $9,460,000. (2) The Plaintiff was solvent by over $9,000,000 on the Transfer Date. Defendant Tasos Denos, et al., has rebutted any presumption of insolvency. While the Debtor appeared to have created a liquidity issue based on his earlier financial decisions, his claims of insolvency were exaggerated and lacking any real foundation or evidence. (3) the action seeks to avoid the following transfers: (i) the transfer of the Property on or about January 7, 2014; and (ii) the transfer of the Construction Defect Claim on or about December 13, 2013. (4) The Plaintiff has the burden of proof by the preponderance of evidence that the Plaintiff received less than reasonable equivalent value for the transfers of the Property and the Construction Defect Claim. (5) Having shown that the Plaintiff was not paying his debts as they came due at the time of the transfers, there is rebuttable presumption that the Plaintiff was insolvent at the time of the transfers. (6) The Defendants therefore have the burden of coming forward with proof that the Debtor was insolvent. However, the ultimate burden of proof on the issue of solvency always remains with the Plaintiff. (7) California's fraudulent transfer statutes are similar in form and substance to the Bankruptcy Code's fraudulent transfer provisions. Thus, the standards under both federal and state law are the same for all practical purposes. (8) In determining whether the Plaintiff received reasonable equivalent value, the Court views the term "reasonably equivalent" to mean "approximately" or "roughly" equivalent. (9) The determination of reasonably equivalent value is made upon all of the facts and circumstances of the case and from the perspective of the Plaintiff's creditors. (10) In calculating reasonably equivalent value, transaction costs are considered. (11) In calculating reasonably equivalent value, the known costs of remediating the construction defects to the Property must be taken into account. (12) The Court may, to establish insolvency at a prior date through "retrojection," use an approach in which later-in-time financial reports or indices showing insolvency are coupled with an analysis of whether or not changes occurring in the intervening period would have affected the debtor's solvency. The Court used this method to establish the value of the Plaintiff's interest in AFG. (13) The Construction Defect Claim is an asset separate from the Property because the sale of the Property to the Defendants does not transfer the claim to them by operation of law. (14) Having found that Defendants paid reasonably equivalent value for the Property. That transfer cannot be avoided. (15) Having found that the Plaintiff failed to introduce admissible evidence on the value of the Construction Defect Action, the Plaintiff has failed to meet his burden of proof that the Defendants failed to pay reasonably equivalent value for that asset. That transfer cannot be avoided. (16) Having found that Plaintiff was not insolvent on January 7, 2014, neither the transfer of the Property nor the Construction Defect claim can be avoided. The case is In re: JEFFREY L. HAYDEN, Chapter 11, Debtor and Debtor-in-Possession. JEFFREY L. HAYDEN, Debtor and Debtor in Possession, Plaintiff, v. Tasos Denos, an individual, Matthew Denos solely as Trustee of the Tasos Denos Living Trust, and Ziria Investments, LLC, a California Limited Liability Company; and DOES 1 through 10, Defendants, Case No. 1:14-BK-11187-MT, Adv. No. 1:14-ap-01182-MT. About Jeffrey L. Hayden Jeffrey L. Hayden is engaged in the business of investing in real estate and business ventures. He filed for chapter 11 relief (Bankr. C.D. Cal. Case No. 1:14-BK-11187-MT) on March 10, 2014. JHK INVESTMENTS: Exit Plan Hands Control to Bay City ---------------------------------------------------- JHK Investments, LLC, an investment company founded by Leon C. Hirsch in 1963, has filed a proposed reorganization plan that would vest secured creditor Bay City Capital Fund V, L.P., with control over JHK. A hearing to consider approval of the Disclosure Statement explaining the proposed Reorganization Plan is slated for Feb. 2, 2016, at 10:00 a.m. Under the Plan: * Bay City would have an allowed secured claim of $34.2 million and the claim will be treated in accordance with the Plan Support Agreement, which provides that, among other things, (i) Bay City or its designee will serve as manager with the sole and complete rights to manage the affairs of JHK, (ii) Bay City will have a right to receive 15% of all proceeds available for distribution after payment of the "Bay City Recovery Amount". * Holders of allowed unsecured claims against the Debtor that have been scheduled or filed in the amount of $80,000 will receive their pro-rated share of the sum of $8,000. * Holders of equity interests will retain their interests, subject to the claims and liens of Bay City and the terms and conditions of the PSA. Bay City, unsecured creditors, and holders of equity interests are impaired and are entitled to vote on the Plan. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/JHK_Inv_392_DS.pdf About JHK Investments JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn. Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, 2012, estimating under $100 million in assets and more than $10 million in liabilities. Bankruptcy Judge Alan H. Shiff presides over the case. Westport, Connecticut-based JHK is an investment company founded by the former senior management team of United States Surgical Corporation. Founded by Leon C. Hirsch in 1963, USSC became a global medical device manufacturer with sales exceeding $1.2 billion and employing $4,000 Connecticut residents. The Debtor disclosed $38,690,639 in assets and $32,127,278 in liabilities as of the Chapter 11 filing. Following the success of USSC, Mr. Hirsch and two other senior USSC executives created JHK in order to produce and develop new markets and penetrate established markets throughout the world for high-tech medical devices. JHK owns equity in several start-up medical subsidiaries. The start-ups include Interventional Therapies, LLC, Auditory Licensing Company, LLC, Biowave Corporation, Gorham Enterprises, LLC, and American Bicycle Group, LLC. Bay City claims to be owed $31 million for funding provided to the Debtor since January 2011. The principals at JHK -- Mr. Hirsch, Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's obligations, pledged the property in Wilton, Connecticut to secure obligations under the guaranty, and pledged all equity interests of JHK. The Debtor tapped James Berman, Esq., Lawrence S. Grossman, Esq., Craig I. Lifland, Esq., and Aaron Romney, Esq., at Zeisler & Zeisler, P.C., as counsel. KALOBIOS PHARMACEUTICALS: Investors Sue Over CEO Shkreli Arrest --------------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported KaloBios was sued On Jan. 7, 2016, for fraud in Delaware by a group of investors who claim the business unlawfully closed on an $8 million stock sale mere hours before its then-CEO Martin Shkreli and outside counsel from Kaye Scholer LLP were arrested by federal authorities. The lawsuit was filed by Cayman Island's-based Armistice Capital Master Fund, RTAT LLC and three individual investors who are seeking a court order that would force KaloBios to return their money plus damages for the alleged fraud. About KaloBios Pharmaceuticals Based in South San Francisco, Calif., KaloBios Pharmaceuticals, Inc., is a company biopharmaceutical company focused on the development of monoclonal antibody therapeutics. The Company reported a net loss of $9.62 million on $nil of revenues for the three months ended Mar. 31, 2015, compared with a net loss of $10.4 million on $nil of revenue for the same period last year. The Company's balance sheet at March 31, 2015, showed $32.0 million in total assets, $15.9 million in total liabilities, and a stockholders' deficit of $16.1 million. LEHMAN BROTHERS: Goes After Standard Pacific for Mortgage Losses ---------------------------------------------------------------- Jeff Montgomery at Bankruptcy Law360 reported that bankrupt Lehman Brothers sued Standard Pacific Mortgage Inc. on Jan. 6, 2016 in New York federal court over what it said were sales of defective mortgages, adding to a steadily growing list of company lawsuits filed in a bid to recover hundreds of millions of dollars in losses to Lehman's estate. Lehman Brothers Holdings Inc.'s suit against Standard Pacific, formerly known as Family Lending Services Inc., seeks recovery for 24 mortgage loans purchased from SPM that Lehman said were defective. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * In October 2015, Lehman made its eighth distribution to creditors, bringing Lehman's total distributions to unsecured creditors to approximately $105.4 billion including (1) $77.2 billion of payments on account of third-party claims, which includes non-controlled affiliate claims and (2) $28.2 billion of payments among the Lehman Debtors and their controlled affiliates. As of September 2015, the trustee in charge of LBI has returned around $7.65 billion to the defunct brokerage's unsecured creditors, a recovery of about 35 cents on the dollar. LPATH INC: Hal Mintz Reports 8.9% Equity Stake as of Dec. 31 ------------------------------------------------------------ In an amended Schedule 13G filed with the Securities and Exchange Commission, Hal Mintz disclosed that as of Dec. 31, 2015, he beneficially owns 2,902,000 shares of common stock of LPath, Inc., representing 8.95 percent of the shares outstanding. Included in the filing are Sabby Healthcare Master Fund, Ltd. (2,154,400 shares), Sabby Volatility Warrant Master Fund, Ltd. (747,600 shares) and Sabby Management, LLC (2,902,000). A copy of the regulatory filing is available at http://is.gd/RL071v About LPath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. LPath reported a net loss of $16.6 million in 2014, a net loss of $6.56 million in 2013 and a net loss of $2.75 million in 2012. As of Sept. 30, 2015, the Company had $14.30 million in total assets, $2.12 million in total liabilities and $12.17 million in total stockholders' equity. MACCO PROPERTIES: Court Denies Bid to Junk Suit vs. Price --------------------------------------------------------- Trustee Michael E. Deeba commenced an adversary proceeding to collect approximately $22,000.00 of unpaid rent and alleged holdover damages due under a commercial lease agreement entered into postpetition between Trustee and Defendant Jennifer A. Price. In her answer, Price admitted the existence of the Lease Agreement and the amount of the monthly rental payment, but disputed the amount Trustee alleges is owed. Price asserts affirmative defenses of accord and satisfaction, waiver, and lack of notice of termination. The Trustee agreed to dismiss the adversary proceeding as part of a comprehensive settlement the Trustee and others entered into with Price and her husband, Macco's former president Lew McGinnis. The Court entered an order that documented the terms of the Settlement, including the agreement that the Macco bankruptcy case would be converted to a case under Chapter 7 of the Bankruptcy Code. In compliance with the order and Settlement, Trustee filed the Motion to Dismiss. The UST, Cobblestone, and Hill filed objections to the Motion to Dismiss, pointing out that litigation commenced by Price and McGinnis against Trustee and other estate professionals after the Settlement was reached was likely to cause administrative expense claims to snowball to the extent that full payment to unsecured creditors would no longer be achievable. Price contends that Trustee will not be able to collect any judgment against her, pleading poverty. Price did not present any evidence of her financial affairs other than the testimony of her own counsel, whose knowledge of Price's assets and liabilities was based on Price's unsworn verbal statements. Trustee credibly testified that Price and McGinnis have had steady access to funds when necessary to purchase claims and settle judgments, and the record in the main bankruptcy case establishes the same. Price and McGinnis continue to pay lawyers to aggressively litigate claims against Trustee and his professionals, and to pursue eleven appeals. Price's counsel testified that she is paid by a limited liability company, rather than Price or McGinnis, but the salient fact is that Price and McGinnis have access to large sums of money and there is no credible evidence in the record that establishes that they are destitute. In an Order dated December 21, 2015, which is available at http://is.gd/5vnukxfrom Leagle.com, Judge Dana L. Rasure of the United States Bankruptcy Court for the Western District of Oklahoma denied the Motion to Dismiss, finding that the agreement to dismiss the adversary proceeding is not fair, equitable, or in the best interests of the estate. Dismissal of the Rent Claim would benefit only Price, and would unfairly prejudice unsecured and administrative expense claimants, Judge Rasure held. The adversary proceeding is MICHAEL E. DEEBA, TRUSTEE, Plaintiff, v. JENNIFER A. PRICE, Defendant. COBBLESTONE APARTMENTS OF TULSA, LLC; LARRY D. AND JEANETTE A. JAMISON FAMILY TRUST; AND JACKIE L. HILL, JR., Intervenors, Adv. No. 13-1022-R (Bankr. W.D. Okla.). The bankrupptcy case is IN RE: MACCO PROPERTIES, INC., Chapter 7, NV BROOKS APARTMENTS, LLC, Chapter 7, Debtors, Case Nos. 10-16682-R, 10-16503-R (Jointly Administered)(Bankr. W.D. Okla.). Michael E. Deeba, Plaintiff, is represented by Lysbeth L George, Esq. -- Crowe & Dunlevy, Judy Hamilton Morse, Esq. -- Crowe & Dunlevy, P.C.. Jennifer A. Price, Defendant, is represented by Joyce W. Lindauer, Esq. -- Joyce@joycelindauer.com -- JOYCE W. LINDAUER ATTORNEY, PLLC, Haley L Simmoneau, Esq. About Macco Properties Oklahoma City, Oklahoma-based Macco Properties, Inc., is a property management company that is the sole or controlling member and/or manager of numerous multi-family residential rental units in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas, and several and commercial business properties in Oklahoma City, Oklahoma, and Holbrook, Arizona. Macco Properties filed for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-16682) on Nov. 2, 2010. The Debtor disclosed $50,823,581 in total assets, and $4,323,034 in total liabilities. Affiliated entities also sought bankruptcy protection: NV Brooks Apartments, LLC (10-16503); JU Villa Del Mar Apartments, LLC, and (10-16842); and SEP Riverpark Plaza, LLC (10-16832). SEP Riverpark Plaza owns or controls The Riverpark Apartments, a multi-family apartment complex located in Wichita, Kansas. Receivership Services Corp., a division of the Martens Cos., serves as property manager for the six Wichita apartment complexes caught up in the bankruptcy of Macco Properties of Oklahoma City. On May 31, 2011, an Order was entered appointing Michael E. Deeba as the Chapter 11 Trustee for Macco Properties. He is represented by Christopher T. Stein, of counsel to the firm of Bellingham & Loyd, P.C. Grubb & Ellis/Martens Commercial Group LLC acts as the Chapter 11 Trustee's exclusive listing broker/realtor for properties. The Official Unsecured Creditors' Committee is represented by Ruston C. Welch, Esq., at Welch Law Firm, P.C., in Oklahoma City. In August 2013, the Bankruptcy Court signed off on an agreed order dismissing the Chapter 11 cases of SEP Riverpark Plaza and JU Villa Del Mar Apartments. MAGNUM HUNTER: Shareholders Wants Panel to Examine Company's Value ------------------------------------------------------------------ Jeff Montgomery at Bankruptcy Law360 reported that Magnum Hunter Resources Corp. shareholders pressed on Jan. 11, 2016, for the creation of an equity-focused Chapter 11 committee to examine the company's value, saying the current plan to shed about $600 million in value is far too drastic. The requests surfaced shortly before U.S. Bankruptcy Judge Kevin Gross gave final courtroom approval to the company's $200 million debtor-in-possession financing arrangement. The DIP loan is part of an overall plan that keeps the company operating as it swaps secured debt for equity and jettisons existing preferred and common shareholder. About Magnum Hunter Irving, Texas-based MHRC, an oil and gas company that primarily engaged, through its subsidiaries, in the acquisition, development, and production of oil and natural gas reserves in the United States, said these macroeconomic factors, coupled with the their substantial debt obligations and natural gas gathering and transportation costs, strained their ability to sustain the weight of their capital structure and devote the capital necessary to maintain and grow their businesses. The Debtors' total number of drilling rigs in operation in the United States is just 38 percent of the number of rigs that were in operation just one year ago, Court filing indicates. Magnum Hunter Resources Corporation and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12533) on Dec. 15, 2015. The petition was signed by Gary C. Evans as chairman and chief executive officer. The Debtors have engaged Kirkland & Ellis, LLP as their general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC, as restructuring advisor, and Prime Clerk, LLC as notice, claims and balloting agent. MARK NEIGHBORS: Court Converts Case to Ch. 7 -------------------------------------------- On October 29, 2015, trial was held on the motion of creditor CitiMortgage to convert the Chapter 11 case of Mark Stephen Neighbors and Shelly Kay Neighbors to a Chapter 7 case. In summary, the claims against the Debtors, other than on the personal guaranties of the allegedly oversecured debts of Neighbors Investments, Inc., being paid through the corporate Chapter 11 plan, are: (1) unsecured claims of approximately $10,000; (2) Citi's claim secured by the homestead, which Mark Neighbors contends is oversecured; (3) Citi's claim secured by 16959 Gentle Slopes Drive, Gravois Mills, Missouri, which will probably result in an unsecured deficiency if the property is sold; and (4) Citi's deficiency claim following the sale of 16961 Gentle Slopes Drive, Gravois Mills, Missouri. When moving for conversion to Chapter 7, Citi relies in part upon Debtors' statements in support of their motion to dismiss that cause for dismissal or conversion exists. It then argues that conversion rather than dismissal would be in the best interests of creditors and the estate because it appears that Debtors have non-exempt assets, dismissal would make it much more difficult for creditors to realize the value of those assets, and a Chapter 7 case would provide for an orderly liquidation based upon established priorities. Debtors respond that because they have withdrawn their motion to dismiss, Citi has failed to show cause exists and that should cause exist, Citi has failed to show that conversion is in the best interests of creditors and the estate because the unsecured claims of creditors other than Citi are approximately $10,000 and Citi has failed to show it has an unsecured claims and in what amount. In a Memorandum Opinion and Judgment dated December 21, 2015, which is available at http://is.gd/B8AcXbfrom Leagle.com, Judge Dale L. Somers of the United States Bankruptcy Court for the District of Kansas converts the case to Chapter 7 for cause. The Court finds there are no changed circumstances indicating that the Debtors can obtain a confirmed plan in a reasonable time. The adversary proceeding and the state court action against Citi are complex and will likely take years to resolve through litigation. Using litigation asserting state law claims only indirectly related to the amount of Citi's claims as leverage to achieve agreement to confirmation is not condoned and is not likely to achieve the desired result. Citi's past conduct and its filing of this motion evidence its decision not to consent to a plan, the Court points out. In addition, as circumstances constituting cause, the Court considers the Debtors' overall conduct during the pendency of the case and concludes that the Debtors have not adhered to the minimum standard of conduct required of Chapter 11 Debtors. Judge Somers notes that they have taken advantage of the bankruptcy stay to prevent their creditors from taking action against them, yet they have not seriously attempted to confirm a plan. Rather they filed litigation, disposed of assets, and dealt with debt through stay relief actions. Mark Neighbors has transferred estate property to Neighbors Investments, Inc., without Court approval and without receiving a promissory note. The Debtors, Judge Somers further notes, have not corrected their schedules, although Mark Neighbors testified at trial that they were not accurate. "The Debtors are litigious and have used the bankruptcy case to hire professionals, to preserve the timeliness of prepetition state law claims for fraud and similar claims, and to file adversary proceedings. The Debtors would like to file additional adversary proceedings for fraud and other alleged misconduct. But the Debtors' modus operandi is not to litigate for the purpose of ending disputes, but to obtain leverage over creditors. Part of Debtors' settlement with the Bank of Versailles involved an agreement for the production of documents. This led to seemingly endless motions to compel requiring Court involvement. When Citi made an honest mistake releasing lien in conjunction with the sale of estate property, it took years and an evidentiary hearing to reinstate the lien over Debtors' objection. A judge of this Court devoted a full day to mediation of the Beadle litigation, a resolution was finally reached, but now Debtors seek to avoid the settlement," Judge Somers adds. The case is In re: MARK STEPHEN NEIGHBORS and SHELLY KAY NEIGHBORS, CHAPTER 11, DEBTORS, Case No. 11-21003 (Bankr. D. Ks.). Mark Stephen Neighbors, Debtor, is represented by Camron L Hoorfar, Esq -- Choorfar@Hoorfarlaw.com --Law Office of Camron Hoorfar, P.C. U.S. Trustee, U.S. Trustee, represented by Joyce Owen, Office of US Trustee. MATTRESS FIRM: S&P Affirms 'B+' CCR, Off Watch Negative ------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Mattress Firm Holding Corp. and removed it from CreditWatch negative, where S&P placed it on Dec. 1, 2015. The outlook is stable. Concurrently, S&P affirmed the 'B+' issue-level rating on the company's anticipated $1.42 billion term loan B with a '3' recovery rating, which indicates S&P's expectation for meaningful recovery in the event of a payment default on the lower end of the 50% to 70% range. S&P removed the rating from CreditWatch negative. S&P also assigned its 'BB' issue-level rating with a '1' recovery to the company's new ABL revolver, which indicates very high (90% to 100%) recovery in the event of a payment default. The company will use proceeds from the $730 million term loan B add-on and $50 million from its new ABL as well as equity rollover, to purchase Sleepy's, and pay fees and expenses. Mattress Firm will also repay the outstanding term loan and revolver at HMK Mattress Holdings LLC as part of the transaction. S&P intends to withdraw its ratings on HMK when the transaction closes later this year. "Our business risk assessment incorporates Mattress Firm's pro forma presence as the first and largest national specialty and conventional mattress retailer, with more than 21% market share within the highly fragmented and consolidating industry," said credit analyst Olya Naumova. "Mattress purchases are largely replacement driven and are easily deferred so the sales cycle is highly volatile. That said, in our view, the acquisition of Sleepy's allows Mattress Firm to extend its reach in the northeastern market and especially New York, where it had a limited presence. Overall, we think the larger company will have increased leverage with suppliers and an expanded national advertising campaign." The outlook is stable and incorporates S&P's expectation for the successful integration of the Sleepy's business. S&P assumes the focus will remain on reducing leverage to below 5.0x as Mattress Firm manages the inventory overhang that has pressured the industry given consolidation among top suppliers in recent years. Overall, S&P believes execution risk is a major factor that would derail the pro forma company's expansion strategy and remain cautious on the industry's particular vulnerability to economic headwinds. S&P would lower the rating if performance falls significantly below its projections because of flat sales and margin contraction. Under this scenario, revenue growth would slow and gross margin would shrink more than 100 bps, resulting in leverage remaining above 5x in the coming year. S&P would also lower its rating if Mattress Firm initiates another material debt-funded transaction, with limited debt repayment following this transaction and resulting in further credit metric erosion. To consider an upgrade, Mattress Firm would deliver performance ahead of S&P's expectations, with revenue growth five to ten percentage points ahead of expectations and gross margin expansion of more than 100 bps. At that time, leverage and coverage would be below 4.0x. S&P considers this scenario unlikely in the next year given acquisition integration risk. MATTRESS HOLDING: $730MM Add-On Loan No Impact on Moody's B1 CFR ---------------------------------------------------------------- Moody's Investors Service said that Mattress Holding Corp.'s plan to raise an incremental $730 million term loan as part of its financing of the Sleepy's acquisition has no impact on Mattress Firm's debt ratings. The company's B1 Corporate Family Rating ("CFR"), B1-PD Probability of Default Rating, SGL-2 Speculative Grade Rating and Ba3 rating of the term loan are unchanged. The outlook remains stable. The $730 million incremental term loan, together with $50 million of revolver borrowings, $32 million of existing Sleepy's mortgages, a $19 million non-ownership interest in Sleepy's headquarters mortgage and a $10 million equity rollover, will be used to finance the $840 million transaction (including the $780 million Sleepy's purchase price). Mattress Firm also plans to upsize its asset-based revolver to $200 million. Most terms in the credit agreement are expected to remain substantially unchanged but could include a slight increase in the interest rate. The deal is expected to close on February 3, 2016. According to Moody's analyst Raya Sokolyanska, "the deal will raise leverage and operational risk in the short term, but will bring significant strategic benefits along with earnings and cash flow that will allow for deleveraging." The acquisition will provide the company with a dominant position in the Northeast, boost its presence in the mid-Atlantic states and in Chicago, and result in meaningful synergies over time from nationwide advertising, delivery and distribution. It will also increase Mattress Firm's store base and revenues by about 45%, respectively to $3.7 billion and about 3,500 stores on a pro-forma basis, increasing its clout in the industry. Nevertheless, the CFR will be weakly positioned in the B1 rating category following the transaction given the approximately 1 time increase in financial leverage and integration risk. With this deal, Mattress Firm is undertaking its second transformative acquisition in an entire new geography in just over a year, on the heels of the $425 million 2014 purchase of Sleep Train, which is still in the process of being integrated. Mitigating the integration risk is the company's successful track record of rebranding the Mattress Discounters (part of Sleep Train) and Mattress Giant chains, as well as executing the back office integration of Sleep Train and numerous smaller targets. Moody's anticipates leverage to decline to the high-4 times in fiscal year 2016 (Moody's-adjusted) through new store openings, same store sales growth, debt repayment and synergy realization, and EBIT/interest expense to be in the mid-1 times range. Pro-forma Q3 2015 leverage will likely be around 5 times and EBIT/interest expense at around 1.6 times. This estimate excludes synergies, which Mattress Firm projects at $40 million annually by the third year after the deal closes. Mattress Firm's good near-term liquidity is supported by solid positive free cash flow generation, sufficient revolver availability and a lack of covenants and near-term maturities. Moody's expects the company to deploy its free cash flow towards debt repayment and bolt-on acquisitions in the near term. Moody's maintains the following ratings on Mattress Holding Corp.: -- Corporate Family Rating, at B1 -- Probability of Default Rating, at B1-PD -- Senior Secured Term Loan (upsized by $730 million to $1,417 million) due 2021, at Ba3 (LGD3) -- Speculative Grade Liquidity Rating, at SGL-2 -- Outlook, remains stable The ratings are subject to receipt and review of final deal documentation. RATINGS RATIONALE The B1 Corporate Family Rating reflects Mattress Firm's position as the largest specialty mattress retailer with coast-to-coast reach in the highly fragmented U.S. market, credible growth opportunities from new store expansion, and prospects for steady near-term demand driven by improving U.S. household formation. Pro-forma for the Sleepy's acquisition, the company will have presence across the United States and leading share in the majority of its markets. At the same time, the rating considers the increase in leverage and integration risk following the pending Sleepy's deal. The rating also reflects Mattress Firm's narrow product focus as a mattress retailer, and limited organic growth in the highly competitive mattress retailing industry, which creates dependence on continual investment in new store openings and acquisitions to generate growth. The term loan is rated Ba3, one notch higher than the Corporate Family Rating of B1 due to the support provided by junior claims in the form of substantial lease obligations and trade claims. The term loan benefits from a first lien on substantially all of the company's tangible and intangible assets except for the ABL priority collateral (cash, accounts receivable and inventory), on which the term loan has a second priority interest. The stable outlook assumes that the company will successfully integrate its acquisition targets, realize expected synergies and generate strong earnings growth that will allow it to deleverage towards high-4 times by year end 2016. The outlook also assumes that the company will maintain good liquidity including strong positive free cash flow and sufficient revolver availability. The ratings could be downgraded if the company faces challenges integrating its targets, if revenue and earnings decline, or the company's liquidity profile deteriorates for any reason. Quantitatively, ratings could be downgraded if debt/EBITDA is sustained above 5.0 times or EBIT/Interest expense declines below 1.5 times. The ratings could be upgraded if the integration of 2014 and 2015 deals proceeds on plan and the company continues to demonstrate solid organic growth, such that lease-adjusted leverage is sustained at or below 4.0 times and EBIT/interest expense above 2.5 times. An upgrade would also require maintenance of at least good liquidity, and a commitment to more conservative financial policies, including the lack of meaningful debt-financed acquisitions. Mattress Holding Corp. ("Mattress Firm") is a subsidiary of specialty mattress retailer Mattress Firm Holding Corp., which operates 2,420 stores in the U.S., including franchised locations (as of November 3, 2015 based on preliminary reported results). Mattress Firm Holding Corp. is publicly traded but J.W. Childs owns approximately 36%. Revenues for the 12 months ended November 3, 2015 were approximately $2.5 billion. Pro-forma for the announced acquisition of Sleepy's, Mattress Firm will operate nearly 3,500 stores and have revenues of about $3.7 billion. MAURY ROSENBERG: High Court Won't Review 'Fees-On-Fees' Ruling -------------------------------------------------------------- Carolina Bolado at Bankruptcy Law360 reported that the U.S. Supreme Court on Jan. 11, 2016, denied U.S. Bank NA's request for review of an Eleventh Circuit decision that found filers of involuntary bankruptcies will be on the hook for extensive attorneys' fees and costs if the case is dismissed. The high court denied U.S. Bank's petition for writ of certiorari, letting stand the Eleventh Circuit's Feb. 27 ruling allowing former debtor Maury Rosenberg to collect attorneys' fees and costs he incurred while fighting the involuntary petition filed against him. MEDICURE INC: Estimates $21.9 Million Revenue for 2015 ------------------------------------------------------ Medicure Inc. reported unaudited net revenue for the 2015 fourth quarter and full fiscal year. * Estimated net revenue of C$9.3 million during the quarter ended Dec. 31, 2015, compared to estimated net revenue of $2.5 million for the three months ended Dec. 31, 2014. * Estimated net revenue of $21.9 million for the year ended Dec. 31, 2015, compared to estimated net revenue of $8.4 million for the previous year. The increase in revenue over the comparable periods in the previous year is primarily attributable to an increase in the number of new hospital customers using AGGRASTAT (tirofiban HCl) and an increase in the product's market share. Revenue growth for the quarter and year ended Dec. 31, 2015, was also aided by favourable fluctuations in the U.S. dollar exchange rate. The Company's Financial Statements and Management Discussion and Analysis for the year ending Dec. 31, 2015, is due to be filed no later than April 30, 2016. About Medicure Inc. Medicure -- http://www.medicure.com/-- is a specialty pharmaceutical company focused on the development and commercialization of therapeutics for the U.S. hospital market. The primary focus of the Company and its subsidiaries is the marketing and distribution of AGGRASTAT (tirofiban HCl) for non-ST elevation acute coronary syndrome in the United States, where it is sold through the Company's U.S. subsidiary, Medicure Pharma, Inc. Ernst & Young LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has experienced losses and has accumulated a deficit of C$127 million since incorporation and has a working capital deficiency of C$503,000 as at Dec. 31, 2014. The Company reported net income of C$1.2 million on C$5.26 million in revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2015, Medicure had C$12.1 million in total assets, C$10.2 million in total liabilities and a C$1.95 million in total equity. MF GLOBAL: PwC Says Risky European Debt Deals Led to Downfall ------------------------------------------------------------- Jack Newsham at Bankruptcy Law360 reported that accounting giant PricewaterhouseCoopers told a New York federal judge on Jan. 5, 2016, the facts vindicate its case in a malpractice claim by MF Global, saying expert testimony has revealed the bankrupt investment firm to be primarily responsible for accounting decisions that hid the impact of its risky European debt deals. PwC claimed in the letter that executives with MF Global Holdings Ltd. deliberately hid their qualms over its alleged instructions to record so-called repurchase-to-maturity European debt investments as sales even though money wouldn't flow from those deals. About MG Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MIDLAND UNIVERSITY: Fitch Affirms 'B+' Rating on $7.9MM Bonds ------------------------------------------------------------- Fitch Ratings has affirmed the rating on Midland University, NE's (MU) $7.9 million of outstanding series 2004A revenue bonds issued by the Nebraska Educational Finance Authority at 'B+'. The Rating Outlook is Positive. SECURITY MU's obligation to make payments to the authority pursuant to a loan agreement and promissory note is absolute and unconditional. The university pledges its gross revenues for such purposes. The authority pledges its interest in the MU loan agreement to the trustee. The authority issued the bonds and loaned the proceeds to MU. A cash-funded debt service reserve for the series 2004A bonds totals $816 thousand, as of May 31, 2015. KEY RATING DRIVERS CONTINUING OPERATING STABILITY: Maintaining MU's Positive Outlook reflects the university's ongoing operating stability evidenced over the past four years. Continued balance sheet improvements, including the ongoing repayment of endowment fund loans, could contribute to additional positive rating action in the next year. POSITIVE OPERATING MARGINS: Operating surpluses in each of the past four fiscal years, driven by a doubling of net tuition revenues and fees since fiscal 2011, has provided overall stability for MU's financial position. ENROLLMENT GROWTH: Total undergraduate and graduate headcount increased 37.5% over the past five years to a record-level 1,385 students. Expanded graduate programs, a high school scholar program, and proactive student recruitment efforts support MU's growth plans. LOW LIQUIDITY LIMITS FLEXIBILITY: Balance sheet resources, while improved, remain weak and limit the university's overall financial flexibility. Moreover, high tuition discounting (over 50%) could slow the rate of improvement in available funds. Favorably, management reports that MU has been ahead of schedule regarding the repayment of sizable operating loans from its endowment fund. RATING SENSITIVITIES FINANCIAL PROFILE IMPROVEMENT: Continued improvements in Midland University's financial metrics, particularly its available funds ratios, together with ongoing enrollment gains could lead to positive rating action in the next year. ENDOWMENT FUND REPAYMENT: A pause in the repayment of the university's endowment fund loans could signal financial stress that limits positive rating action. CREDIT PROFILE Founded in 1883, Midland University is a very small private, co-educational liberal arts university located in Fremont, Nebraska, approximately 30 miles northwest of Omaha. The university primarily serves undergraduate students, but it has expanded masters programs in education and professional accounting to include business administration in recent years. MU is affiliated with the Evangelical Lutheran Church in America. Ms. Jody Horner became MU's sixteenth president in February 2015 after former president Ben Sasse was elected to the U.S. Senate. The school's Board of Directors selected a candidate to help effect a growth strategy that included improving the university's fundraising efforts as well as offering more programs of study (especially on the graduate level) to spur enrollment growth. CONTINUING POSITIVE OPERATING MARGINS MU's financial position has stabilized and its enrollment picture has improved after a period of severe financial distress. Operating surpluses in each of the past four fiscal years are a reversal of losses spanning the prior decade. The fiscal 2015 operating margin (3%) continues to provide Fitch comfort that MU can sustain balanced operations, as more stable net tuition revenues bolster the university's financial position. Such revenues have doubled since fiscal 2011 with 3% - 5% tuition rate increases and achieving record headcount enrollment of 1,385 in fall 2015. In addition, operating expense growth has been about half that of operating revenues over the past five fiscal years. STRATEGIC ENROLLMENT GROWTH Favorable demand trends have benefitted tuition revenues and operating margins, as noted. Similar to other Fitch-rated private higher education institutions, MU's ability to realize continued enrollment growth is critical to its credit profile, given its high dependence on student-generated fees (85.7% in fiscal 2015). Enhanced offerings and aggressive marketing are driving demand, including a new MBA program that began four years ago; a successful RN to BSN program for nursing; and undergraduate recruitment efforts, including a high school scholar program and four-year "graduation guarantee" initiative. According to management, MU is "transfer-friendly" for late decision makers (i.e. students who may matriculate through July). Beyond late decision makers, MU's transfer recruiting efforts include students wanting to return to the Fremont area, pursue athletics, and transfer from community colleges (i.e. MU has strong articulation agreements with Metropolitan Community College and Northeast Community College). IMPROVING FINANCIAL CUSHION AND LEVERAGE MU's balance sheet strengthening is evident, and internal loan repayments to its restricted endowment fund are a positive indication of MU's improving financial health. However, total resources remain weak and improvements will likely be incremental. MU's tuition discounting rate that is above 50%, which Fitch considers high, limits available funds growth. Available funds, defined by Fitch as cash and investments not permanently restricted, continued to improve to $7.8 million in fiscal 2015 from $960 thousand and $4.8 million in fiscal years 2013 and 2014, respectively. Nevertheless, liquidity ratios of available funds to operating expenses (32.2%) and total debt or debt-like obligations (33.2%) remain low, but comparable with Fitch-rated peers and much improved from one year prior. Outstanding debt includes $15.1 million of fixed-rate bonds in three series. The MADS burden ($2.3 million in 2029) remains high at 9.3% of unrestricted operating revenue (though an improvement from 10.2% one year prior). Total debt or debt-like obligations, including endowment fund loans, is closer to $23.5 million. Fiscal 2015 annual debt service and MADS coverage totaled 2.1x and 1.3x, respectively, continuing a four-year positive trend. MU has no plans to issue new debt in the near-to-medium term. ENDOWMENT FUND REPAYMENT Continued progress toward a goal of fully repaying endowment fund loans by 2024 will be an important factor in subsequent rating reviews. Stagnant enrollment several years ago contributed to structural deficits that the university bridged with increased support from its endowment fund and the use of short-term note obligations. This reduced critical operating flexibility for an institution with essentially one concentrated revenue source. MU reduced its endowment fund loan balance by $300 thousand in fiscal 2015. MU's internal borrowing from its permanently restricted endowment pool peaked at $7.9 million in fiscal 2013. The endowment totals $19.7 million (fiscal 2015); long-term investments equal $12.6 million and operating fund loans equal $7.0 million. EXPANSION PLANS Part of MU's longer-term growth strategy includes a possible expansion to the now closed Dana College's Blair campus to service a combined 1,800 - 2,000 students. MU leased the campus from a third-party developer in July 2013. The lease extends through June 2018 with the option to purchase begun in August 2014. The lease also includes a five-year extension option to June 2023. MU had expected to open the campus in fall 2016 at Fitch's prior review in January 2015. MU rents the facilities for $10/annually and covers maintenance and other costs via a triple net lease. The fiscal 2014 net expense was approximately $900 thousand. Deferred maintenance would be funded through contributions, not additional debt. High leverage ratios limit MU's capacity to debt-finance its expansion plans. MILK SPECIALTIES: S&P Raises CCR to 'B', Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on Eden Prairie, Minn.-based Milk Specialties Co., including its corporate credit rating to 'B'. At the same time, S&P raised the issue-level ratings on the company's senior secured debt to 'BB-' from 'B' and revised the recovery rating to '1' from '2', indicating S&P's expectation for very high (greater than 90%) recovery in the event of a payment default. The outlook is stable. "The upgrade primarily reflects our opinion that the company will sustain its improved profitability as a result of a combination of lower whey input costs and better sales volumes," said Standard & Poor's credit analyst Chris Johnson. "This should permit the company to continue to generate good free cash flow of at least $30 million annually to both reinvest in the business and pay down debt. Although these ratios could support a higher rating, the current rating factors in the risk of a releveraging transaction by its financial sponsor owners, Kainos Capital, who have owned the company since 2011 and have not yet monetized their initial investment." Standard & Poor's expects Milk Specialties will continue to benefit from low input cost inflation while sustaining good sales volume in its Human and Animal Nutrition businesses, given the ongoing demand growth for the company's products, particularly whey protein isolates (WPI). As the estimated largest independent whey processor in North America, the company is highly exposed to whey supply-and-demand fluctuations. The company's proximity to its suppliers, its diverse supplier base, and its combination of input hedges and pricing flexibility, partly mitigates this risk. S&P has revised its view of the company's profitability and overall business risk favorably to reflect the company's improved operating execution. The company manufactures ingredients used in sports nutrition, health, and animal nutrition products, and S&P believes it will steadily improve its market position through its growth capital expenditures (albeit with a narrow focus on whey). S&P do not believe the company's geographic diversification will materially expand, and S&P believes the company will remain exposed to volatile dairy-related industry prices as it sources much of its whey input, a byproduct of cheese production, from various companies. S&P also believes the company's competitive advantage will remain somewhat constrained by competition from larger companies, mostly dairy producers that have their own whey supply, greater operating scale, and distribution resources. The stable outlook reflects Standard & Poor's opinion that the company will continue to benefit from low input costs and generate EBITDA margins closer to 15%, which should allow it to generate annual free cash flow of more than $30 million, which S&P believes it will use primarily to repay debt. This should allow the company to steadily reduce leverage, including reaching debt to EBITDA of less than 2x over the next year. S&P could lower the rating if the company's financial sponsor elects to raise more debt either for shareholder returns or a large acquisition, resulting in debt to EBITDA well over 6x. Based on current EBITDA levels, S&P believes the company would have to raise more than $450 million in debt to take debt to EBITDA over 6x. A higher rating would require an explicit commitment from the company's financial sponsor to maintain debt to EBITDA below 5x. MOLYCORP INC: $1.9-Bil. Ch. 11 Plan Stumbles Over Death Trap Deal ----------------------------------------------------------------- Jeff Montgomery at Bankruptcy Law360 reported that Molycorp's $1.9 billion Chapter 11 plan threatened to fly apart on Jan. 8, 2016, amid new objections to proposed litigation limits and a "death trap" plan feature that would offer creditors an unofficial recovery financed by the company's senior lender so long as their committee offers no plan objections. The death trap debate spotlighted the continuing fragility of the minerals mining giant's reorganization efforts, marked from the outset by a struggle for control between unsecured creditors and senior lender Oaktree Capital Management LP. About Molycorp, Inc. Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernardino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior manageemnt members are located at its U.S. corporate headquarters in Greendwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. MOLYCORP INC: Tells 2nd Circuit to Leave Stay Untouched ------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported that Molycorp urged the Second Circuit to deny a request to create a carve-out in the company's bankruptcy shield that would give a group of investors the ability to continue prosecuting a proposed securities fraud class action against the Debtor's current and former directors. According to the report, attorneys representing ex-Molycorp Inc. CEO Constantine Karayannopoulos, the company and others asked the appellate court to deny a motion brought by plaintiff investors that would partially lift the Debtor's bankruptcy stay for purposes of pursuing legal claims against a group of former executives. The group of Molycorp executives also includes Karayannopoulos’ predecessor Mark Smith. The appellees argue in court papers that the plaintiffs' request to lift the stay is improper and is a distraction for Molycorp as it seeks to restructure in Chapter 11. About Molycorp Inc. Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior management members are located at its U.S. corporate headquarters in Greenwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. MONARCH AMERICA: Has Going Concern Doubt amid Capital Deficit ------------------------------------------------------------- Monarch America, Inc., has a working capital deficit of $3,338,191, and has an accumulated deficit of $3,570,795 as of Sept. 30, 2015. "The continuation of the company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the company's future operations," pointed out Eric Hagen, president and chief executive officer, and Shaun Snowden, treasurer of the company in a regulatory filing with the U.S. Securities and Exchange Commission on November 16, 2015. "These factors raise substantial doubt regarding the company's ability to continue as a going concern." The officers continued, "The repositioning of Lingas Resources into what is now Monarch America has required substantial capital throughout fiscal year 2014 and into 2015 in order to ramp up operations and change the company's industry from rare earth mining and discovery to marijuana cultivation. The transition has been made further difficult by governmental red tape and bureaucracy, demonstrated by Monarch's consulting client at the Custer warehouse, Green Sky, Inc., being unable to obtain a license to grow cannabis at the facility, which has led to Monarch not being able to collect management and consulting fees from Green Sky, as no cannabis has been cultivated. As of the date of this filing, Monarch is aggressively working towards selling its tenant improvements at the Custer facility. The successful execution of these efforts will provide Monarch sufficient working capital to honor its obligations through the end of the year; however other arrangements will still need to be made in satisfying the long term debt that will come due throughout 2016. Management is in negotiations with a party interested in acquiring the tenant improvements in the Custer warehouse. The potential purchaser has deposited $50,000 into an escrow account to go towards the purchase price as a showing of intent to proceed." At September 30, 2015, the company had total assets of $7,090,141, total liabilities of $4,630,771 and total stockholders' equity of $2,459,370. For the three months ended September 30, 2015, the company reported a net loss of $1,302,852 as compared with a net income of $10,694 for the three months ended September 30, 2014. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/hw6crjk Monarch America, Inc., based in Denver, is involved in the business of being a vertically-integrated cannabis management company. Since March 2014, the company has been involved in the sale and distribution of hydroponic lights and equipment as a result of its acquisition of The Big Tomato. The company also provides turnkey solutions, management and consulting services to the legally regulated marijuana industry. MOTORS LIQUIDATION: Fights to Block Ignition Switch Cases --------------------------------------------------------- Brandon Lowrey at Bankruptcy Law360 reported that General Motors LLC on Jan. 11, 2016, urged the Second Circuit to uphold a bankruptcy court's ruling that bankruptcy protections block most car owners seeking to sue New GM for billions over an ignition switch defect, saying the consumers seeking to hold the new company liable aren't entitled to "special treatment." New GM told the appellate court that the consumers seeking to undo its protections are asking for an "extraordinary, one-sided 'do-over' " of a necessary deal that girded the national economy. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. As of June 30, 2015, Motors Liquidation had $860 million in total assets, $74 million in total liabilities and $786 million in net assets in liquidation. NAKED BRAND: Bard Associates Reports 9.4% Stake as of Dec. 31 ------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Bard Associates, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 614,574 shares of common stock of Naked Brand Group, Inc., representing 9.4 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/6LHfXU About Naked Brand Naked Brand Group Inc. designs, manufactures, and sells men's innerwear and lounge apparel products in the United States and Canada. It offers various innerwear products, including trunks, briefs, boxer briefs, undershirts, T-shirts, and lounge pants under the Naked brand, as well as under the NKD sub-brand for men. The company sells its products to consumers and retailers through wholesale relationships and direct-to-consumer channel, which consists of an online e-commerce store, thenakedshop.com. Naked Brand Group Inc. is based in New York, New York. Naked Brand reported a net loss of $21.07 million for the year ended Jan. 31, 2015, compared to a net loss of $4.23 million for the year ended Jan. 31, 2014. BDO USA, LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Jan. 31, 2015, citing that the Company incurred a net loss of $21,078,265 for the year ended Jan. 31, 2015, had a capital deficit of $2,224,180 at Jan. 31, 2015, and the Company expects to incur further losses in the development of its business. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Oct. 31, 2015, the Company had $2.01 million in total assets, $2.46 million in total liabilities and a $444,074 total capital deficit. Going Concern "At October 31, 2015, we did not have sufficient working capital to implement our proposed business plan over the next 12 months, had not yet achieved profitable operations and expect to continue to incur significant losses from operations in the immediate future. These factors cast substantial doubt about our ability to continue as a going concern. To remain a going concern, we will be required to obtain the necessary financing to meet our obligations and repay our substantial existing liabilities as well as further liabilities arising from normal business operations as they come due. Management plans to obtain the necessary financing through the issuance of equity to existing stockholders. Should we be unable to obtain this financing, we may need to substantially scale back operations or cease business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances that we will be able to obtain additional financing necessary to support our working capital requirements. To the extent that funds generated from operations are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us," the Company states in the Quarterly Report for the period ended Oct. 31, 2015. NEW CENTURY: "Aho" Complaint Dismissed -------------------------------------- Judge Joseph N. LaPlante of the United States District Court for the District of New Hampshire granted the motion filed by Bank of America and Deutsche Bank National Trust Co. to dismiss the complaint filed by Adam Aho. BofA was the assignee of a mortgage that Aho and his wife executed in January 2007 to secure a promissory note for $195,000. The mortgage originally named as mortgagee Mortgage Electronic Registration Systems, Inc. ("MERS") as nominee for New Century Mortgage Corporation, its successors and assigns. BOA later assigned the mortgage to Deutsche, as trustee for a trust into which the note and mortgage were pooled with other mortgages and sold to investors. Deutsche held the note. By letter dated August 24, 2011, BOA notified Aho of its intent to foreclose on the property. Aho filed suit to enjoin the foreclosure, but the Superior Court continued the foreclosure sale for 60 days. In March 2015, Aho was informed that BOA was no longer the servicer of the note or mortgage and that Deutsche, as trustee, held the note. Aho brought a seven-count complaint for damages and declaratory and injunctive relief against the two banks whom Aho claims have no right to foreclose his home. Judge LaPlante held that Aho's claim for wrongful foreclosure against BOA must fail because, as Aho conceded, BOA did not foreclose on Aho's property and no foreclosure by BOA was scheduled. Judge LaPlante also dismissed Aho's claims against Deutsche seeking a declaration that it does not validly possess the note and mortgage. The judge concluded that MERS did have the authority to convey the mortgage and that Aho does not have standing to challenge the transfers to the trust. The case is Adam Aho, v. Bank of America, N.A., Deutsche Bank Nat'l Trust Co., Civil No. 15-cv-128-JL, Opinion No. 2015 DNH 232 (D.N.H.). A full-text copy of Judge LaPLante's December 18, 2015 memorandum order is available at http://is.gd/NL6pVAfrom Leagle.com. Adam Aho is represented by: Stephen T. Martin, Esq. MARTIN & HIPPLE PLLC 22 Bridge Street Second Floor, Suite 3 Concord, NH 03301 Tel: (603)856-0202 Fax: (603)546-7456 Email: smartin@nhlegalservices.com Bank of America, N.A. and Deutsche Bank National Trust Company represented by: William P. Breen, Esq. Peter F. Carr, II, Esq. ECKERT SEAMANS CHERIN & MELLOTT LLC Two International Place 16th Floor Boston, MA 02110 Tel: (617)342-6800 Fax: (617)342-6899 Email: wbreen@eckertseamans.com pcarr@eckertseamans.com About New Century Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The Company was among firms hit by the collapse of the subprime mortgage business industry in 2006. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they disclosed total assets of $36,276,815 and total debts of $102,503,950. The Company sold its assets in transactions approved by the Bankruptcy Court. The Bankruptcy Court confirmed the Second Amended Joint Chapter 11 Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors on July 15, 2008, which became effective on Aug. 1, 2008. An appeal was taken and, on July 16, 2009, District Judge Sue Robinson issued a Memorandum Opinion reversing the Confirmation Order. On July 27, 2009, the Bankruptcy Court entered an Order Granting Motion of the Trustee for an Order Preserving the Status Quo Including Maintenance of Alan M. Jacobs as Liquidating Trustee, Plan Administrator and Sole Officer and Director of the Debtors, Pending Entry of a Final Order Consistent with the District Court's Memorandum Opinion. On Nov. 20, 2009, the Court entered an Order confirming the Modified Second Amended Joint Chapter 11 Plan of Liquidation. The Modified Plan adopted, ratified and confirmed the New Century Liquidating Trust Agreement, dated as of Aug. 1, 2008, which created the New Century Liquidating Trust and appointed Alan M. Jacobs as Liquidating Trustee of New Century Liquidating Trust and Plan Administrator of New Century Warehouse Corporation. NEW YORK CITY OPERA: Eyes Exit From Bankruptcy Within the Month --------------------------------------------------------------- Cara Salvatore at Bankruptcy Law360 reported that New York City Opera may finally exit bankruptcy this month with a plan that puts to bed a longtime struggle between two would-be owners but has drawn an objection from the New York Attorney General's Office. The plan set to be considered at a hearing on Jan. 12, 2016, would see architect and businessman Gene Kaufman yield to hedge fund founder Roy Niederhoffer in exchange for a $300,000 claim and other things, filings say. About New York City Opera New York City Opera, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 13-13240) on Oct. 3, 2013. Created 70 years ago, the company was once dubbed "the people's opera" by Mayor Fiorello LaGuardia, and was a breeding ground for young talent that included Beverly Sills and Placido Domingo. The Opera estimated between $1 million and $10 million in both assets and debt. The petition was signed by George Steel, general manager and artistic director. Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, serves as the opera's counsel. Ewenstein Young & Roth LLP serves as special counsel. NNN MET CENTER: Cash Collateral Use Extended Through March 31 ------------------------------------------------------------- NNN Met Center 15 39, LLC, sought and obtained from Judge William J. Lafferty, III, of the U.S. Bankruptcy Court for the Northern District of California, approval of the Stipulation extending its authority to use cash collateral through March 31, 2016. The Debtor and secured creditor GECMC 2005-C4 Metro Center, LLC ("Lender") had entered into a Stipulation for Authority to Use Cash Collateral, which was approved by the Court. The Stipulation covered the period of time through and including Dec. 31, 2015. The Debtor related that under the Extension Stipulation, the Cash Collateral Budget provides for $410,912 to cover Operating Expenses through March 2016. NNN Met Center 15 39, LLC is represented by: Darvy Mack Cohan, Esq. 7855 Ivanhoe Avenue, Suite 400 La Jolla, CA 92037 Telephone: (858)459-4432 Facsimile: (858)454-3548 E-mail: dmc@cohanlaw.com - and - Sally J. Elkington, Esq. James A. Shepherd, Esq. ELKINGTON SHEPHERD LLP 409 - 13th Street, 10th Floor Oakland, CA 94612 Telephone: (510)465-0404 Facsimile: (510)465-0202 Email: Sally@ElkingtonLaw.com Jim@ElkingtonLaw.com About NNN Met Center 15 39 NNN Met Center 15 39 and 32 entities are each the owners of varying, undivided tenancy-in-common ("TIC") interests in a commercial real property commonly known as "Met Center 15", situated at 7301 Metro Center Dr., Austin, Texas. The property consists of a commercial building, containing 257,600 square feet of rentable area, on 26.83 acres of land. NN Met Center 15 39 and 32, et al., filed Chapter 11 bankruptcy petitions (Bankr. N.D. Cal. Lead Case No. 15-42359) on July 31, 2015. Alan Sparks, as manager and responsible individual, signed the petitions. NNN Met Center 15 39, LLC, disclosed total assets of $32,003,866 and total liabilities of $28,143,523 as of the Petition Date. Judge William J. Lafferty presides over the cases. The Debtors tapped The Law Offices of Darvy Mack Cohan as counsel, and Elkington Shepherd LLP as their local counsel. On Aug. 12, 2015, the Court entered an amended order approving the joint administration of the cases. The claims bar date expired on Oct. 30, 2015. OAKLAND PORT SERVICE: Court Directs President to Produce Docs ------------------------------------------------------------- A hearing on the Ex Parte Application of Judgment Creditors for an Order Authorizing Examination and Production of Documents by Third Party William Aboudi to Bankruptcy Rule 2004 was held on December 28, 2015. In a Memorandum dated December 28, 2015, which is available at http://is.gd/Sz9Ik0from Leagle.com, Judge William J. Lafferty of the United States Bankruptcy Court for the Northern District of California, Oakland Division, granted the application as requested by judgment creditors. The court raised some concern about the scope of the requests made in the Application and the status of the case going forward. However, there was no appearances made on behalf of Debtor or Mr. Aboudi in opposition to the Application. The case is In re Oakland Port Service Corp., Chapter 11, Debtor, No. 15-43423 (Bankr. N.D. Calif.). Oakland Port Service Corporation, Debtor, is represented by Chris D. Kuhner, Esq. -- Kornfield, Nyberg, Bendes and Kuhner, Eric A. Nyberg, Esq. -- Kornfield, Nyberg, Bendes and Kuhner. Oakland Port Service Corporation, dba AB Trucking, sought protection under Chapter 11 of the Bankruptcy Code on Nov. 6, 2015 (Bankr. N.D. Calif., Case No. 15-43423). The Debtor's counsel is Eric A. Nyberg, Esq., at Kornfield, Nyberg, Bendes and Kuhner, P.C., in Oakland, California. The petition was signed by Bill Aboudi, president. OFFSHORE GROUP: Prepackaged $2.6-Bil. Plan Shaken by Delay Demand ----------------------------------------------------------------- Jeff Montgomery at Bankruptcy Law360 reported a bitter dispute over a longtime adversary's standing to object sent oil driller Offshore Group Investment Ltd.'s prepackaged, $2.6 billion Chapter 11 plan into choppy water on Jan. 7, 2016, in Delaware bankruptcy court, bringing courtroom warnings from the company that delays could spell ruin. U.S. Bankruptcy Judge Brendan L. Shannon said during a second day of a hearing on the case that he would rule on businessman Nobu Su's eligibility to seek a delay in parts of the bankruptcy proceeding next week, immediately before considering a final confirmation. About Offshore Group Offshore Group Investment Limited is an international offshore drilling company operating a fleet of modern, high-specification drilling units around the world. Its principal business is to contract their drilling units, related equipment, and work crews to drill underwater oil and natural gas wells for major, national, and independent oil and natural gas companies. Offshore Group Investment Limited and 23 other units of publicly traded Vantage Drilling Company filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-12421) on Dec. 3, 2015 to pursue a prepackaged restructuring backed by Vantage. Christopher G. DeClaire, the authorized officer, signed the petition. The Debtors have engaged Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A. as co-counsel; Lazard Freres & Co. LLC as investment banker; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. ONE SOURCE: Ally, Santander Consumer Object to Plan --------------------------------------------------- Ally Financial, and Santander Consumer USA dba Chrysler Capital, secured creditors, filed objections to One Source Industrial Holdings, LLC's Chapter 11 Plan of Reorganization. Ally and Santander claim, among other things, that the Plan does not comply with 11 U.S.C. Sec. 1129(b)(2)(A)(i)(1) as it fails to provide for Ally Financial and Santander to retain their liens until their allowed secured claims are paid in full. They also object to the Plan in that it does not provide how or when payments are going to be made under the Plan. Counsel for Ally Financial and Santander Consumer USA: BEASLEY, HIGHTOWER & HARRIS, P.C. Patrick M. Lynch Dallas, TX 75201 Tel: (214) 220-4700 Fax: (214) 220-4753 E-mail: plynch@bhlaw.com The Reorganization Plan The Debtors on July 14, 2015, filed a Joint Plan of Reorganization that provides that: -- The holder of the Class 1 - Texas Sales Tax Claim will receive annual cash payments for five years, with interest at 5 percent per annum. -- Each holder of a Class 2 - Secured Tax Claim will receive, at the Debtor's option, (a) the amount of the claim in one cash payment on the initial distribution date, or (b) annual cash payments for five years, with interest at 5 percent per annum. -- Each holder of Class 3 - Secured Claims and Class - 4 Other Secured Claims will receive, either (a) return of the collateral securing the claim in full satisfaction of the Allowed Ally Secured Claim; (b) payment in Cash in an amount equivalent to the lesser of (i) the value of such collateral or (ii) the full amount of the allowed secured Claim; (c) treatment of the secured claim in accordance with Sections 1124(2) or 1129(b)(2) of the Bankruptcy Code; or (d) such other treatment as may be agreed to in writing by the holder of the claim and the Debtors. -- Each holder of a Class 5 - Priority Non-Tax Claims will receive the amount of such holder's allowed claim in one cash payment on or before the initial distribution date. -- The Allowed Class 6 - Amegy Bank Claim will be satisfied in full by the Debtors' assumption of the Factoring Agreement as described in section 10.02 of the Plan. -- Each holder of a Class 7 - General Unsecured Claim will receive, on or before the initial distribution date and not less than 60 days after the end of each calendar quarter thereafter until the earlier of (a) the payment of such allowed general unsecured claim in full, or (b) 60 months after the Effective Date, a Pro Rata Share of 50% of all Available Net Free Cash Flow of Reorganized Debtor, if any, as reflected in Reorganized Debtor's books and records as of the end of the calendar quarter immediately preceding each such Distribution date. The remaining 50% of the Available Net Free Cash Flow shall be paid in the Capital Reserve Account. -- All Class 8 - Interests will be extinguished and shall cease to exist as of the Effective Date. The holders of such interests shall not receive or retain any property on account of such Interests under the Plan. Class 6 (Amegy Bank Claim) is unimpaired under the Plan. Every other Class in the Plan is impaired. A copy of the Plan is available for free at: http://bankrupt.com/misc/One_Source_Plan.pdf About One Source Industrial One Source Industrial Holdings, LLC, and One Source Industrial LLC are both limited liability companies that are part of a corporate family of affiliated companies. One Source Industrial Holdings holds equipment utilized by various related entities which provide rental equipment and industrial services to businesses in the oil and gas, refining, manufacturing, pipeline, shipping, and construction industries. The types of equipment possessed by One Source include, e.g., hazardous material transportation vehicles, frac tanks, tank trailers, barrel mix tank and vacuum tankers, air machines, and waste and other industrial boxes and tanks. Industrial provides executive management, accounting, and overhead services for Holdings. One Source Holdings sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-44996) in Ft. Worth, Texas, on Dec. 16, 2014. One Industrial sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-400038) on Jan. 4, 2015. On Jan. 9, 2015, the Court approved the joint administration of the Debtors' cases for procedural purposes only. Holdings' case is assigned to Judge Russell F. Nelms. The Debtors each estimated $10 million to $50 million in assets and debt. The Debtors are represented by J. Robert Forshey, Esq., and Suzanne K. Rosen, Esq., at Forshey & Prostok, LLP, in Ft. Worth, Texas. Lynnette R. Warman of Culhane Meadows, PLLC, serves as counsel to the Official Committee of Unsecured Creditors. OVERSEAS SHIPHOLDING: Extends Tender Offer for 7.50% Senior Notes ----------------------------------------------------------------- Overseas Shipholding Group, Inc. on Jan. 14 announced the further extension of the previously announced tender offer for any and all of its 7.50% Senior Notes due 2024 and the solicitation of consents from registered holders of the Notes to amend the indenture governing the Notes to affirm that for the purposes of the restriction in such indenture on the Company's ability to dispose of assets, the Company's international operations, held through its subsidiary OSG International, Inc., do not constitute substantially an entirety of the Company's assets. The terms and conditions of the Tender Offer and the Consent Solicitation are described in the Company's Offer to Purchase and Consent Solicitation Statement, dated December 2, 2015, and the Letter of Transmittal and Consent attached thereto, which set forth the complete terms of the Tender Offer and Consent Solicitation. On January 5, 2016, the Company announced that the expiration date of the Tender Offer and the Consent Solicitation had been extended by ten days until 11:59 p.m., New York City time, on January 14, 2016. The Tender Offer and the Consent Solicitation have been further extended by five business days until 11:59 p.m., New York City time, on January 22, 2016. Additionally, the Company has waived the condition to the Tender Offer requiring the execution of a supplemental indenture effecting the Proposed Amendment and intends to accept for purchase all Notes validly tendered and not validly withdrawn prior to the Expiration Time. The Withdrawal Deadline (as defined in the Statement) has also been extended until 11:59 p.m., New York City time, on January 22, 2016. Except as described herein, the terms of the Tender Offer and the Consent Solicitation remain unchanged. As of 5:00 p.m., New York City time, on January 14, 2016, $294,000 in aggregate principal amount, or approximately 42.98%, of the Notes outstanding, excluding any outstanding Notes held by the Company or its affiliates, has been validly tendered and not validly withdrawn. As of such time, holders of an additional $52,000 in aggregate principal amount, or approximately 7.60%, of the Notes outstanding, excluding any outstanding Notes held by the Company or its affiliates, have provided Consents that have been validly delivered and not validly revoked in the Consent Only Option (as defined in the Statement). Jefferies LLC is serving as the Dealer Manager for the Tender Offer and Solicitation Agent for the Consent Solicitation. For additional information regarding the terms of the Tender Offer and the Consent Solicitation, please contact: Jefferies LLC at (888) 708-5831 (toll-free) or (203) 363-8273 (collect). Requests for documents may be directed to Ipreo LLC, which is acting as Information Agent and Depositary for the Tender Offer and the Consent Solicitation, at (888) 593-9546 (toll-free). About Overseas Shipholding Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New York is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. James L. Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb Steen & Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel. Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. U.S. Bank National Association is the successor administrative agent under the $1.5 billion credit agreement, dated as of February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and OSG International, Inc., as joint and several borrowers, (b) the Administrative Agent and (c) various lenders party thereto. Counsel to the Administrative Agent are Milbank, Tweed, Hadley & McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP. Lazard Freres & Co. LLC serves as advisor to the Administrative Agent. An official committee of Equity Security Holders has been appointed in the case. It is represented by Brown Rudnick LLP's Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle, Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H. Strock, Esq. and L. John Bird, Esq. Judge Walsh signed on July 18, 2014, a findings of fact, conclusions of law, and order confirming the First Amended Joint Plan of Reorganization of OSG and its debtor-affiliates. A blacklined version of the Plan dated July 17, 2014, is available at http://bankrupt.com/misc/OSGplan0716.pdf A full-text copy of Judge Walsh's Confirmation Order is available at http://bankrupt.com/misc/OSGplanord0718.pdf * * * The Troubled Company Reporter, on Aug. 14, 2014, reported that Moody's Investors Service assigned Caa1 ratings to the unsecured notes of Overseas Shipholding Group, Inc. ("OSG") that are being reinstated pursuant to its plan of reorganization which becomes effective. Moody's also affirmed the B2 Corporate Family Rating and all of the other debt ratings it assigned to OSG on June 12, 2014 in anticipation of the conclusion of the Chapter 11 reorganization. The rating outlook is stable. The TCR, on Aug. 19, 2014, also reported that Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Overseas Shipholding Group Inc. (OSG). The outlook is stable. PFO GLOBAL: Has Going Concern Doubt Due to Loss, Deficit -------------------------------------------------------- PFO Global, Inc., posted a net loss of $3,840,035 for the three months ended September 30, 2015, compared with a net loss of $2,114,687 for the three months ended September 30, 2014. The company had a net loss of approximately $10,972,000 and net cash and cash equivalents used in operations of approximately $5,753,000 for the nine month period ended September 30, 2015. The company has a working capital deficit of approximately $7,403,000 and stockholders' deficit of approximately $19,966,000 as of September 30, 2015. "These factors raise substantial doubt about the company's ability to continue as a going concern," said Rudolf Suter, president and chief executive officer, and Timothy Kinnear, chief financial officer of the company in a regulatory filing with the U.S. Securities and Exchange Commission on November 16, 2015. Messrs. Suter and Kinnear explained: "Historically, the company has been dependent upon its ability to raise sufficient capital to continue its product and business development efforts. The ability of the company to continue as a going concern is dependent upon its ability to raise additional capital, increase its revenue and develop its technologies to the point of revenue recognition." "During the nine month period ended September 30, 2015 and year ended December 31, 2014, the company executed several new managed care contracts which provide for the expansion of eyewear sales revenue. However, there can be no assurance that such new contracts will result in revenue sufficient to generate positive cash flow. "The business plan also includes raising funds from accredited individuals, entities and institutions. The company has raised approximately $6,564,000 and $5,600,000, respectively, net of debt issuance costs, in the nine month period ended September 30, 2015 and year ended December 31, 2014 through the issuance of promissory notes and amendment to the Royalty Purchase Agreement with a third party purchaser. However, there can be no assurance that the company will be successful in raising additional funds. "Under alternative plans of operations, management would, if considered necessary, be able to substantially reduce operating costs associated with inventory purchases, product development and other operating costs to mitigate the effects of any temporary cash flow shortages. "Management believes that the actions presently being taken by the company will provide sufficient liquidity for the company to continue to execute its business plan. However, there can be no assurances that management's plans will be achieved. "We believe that we have the ability to raise additional capital will be sufficient to meet our anticipated cash needs for at least the next 12 months, but we may not be able to raise the capital on terms acceptable to us or at all. If we are unable to raise additional capital, our business, operating results, and financial condition would be materially adversely affected." At September 30, 2015, the company had total assets of $7,407,730, total liabilities of $27,373,894 and total stockholders' deficit of $19,966,164. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/zaq3lj4 Irving, Texas-based PFO Global, Inc. provides eyewear and prescription lenses to eye care professionals and prescription laboratories. The company has developed proprietary cloud based software and electronic devices to streamline logistics and reduce costs for its customers. PHARMACYTE BIOTECH: Obtains $1 Million From Private Placement ------------------------------------------------------------- PharmaCyte Biotech, Inc., entered into a Stock and Warrant Purchase Agreement with each of Berkshire Capital Management Co., Inc. and SPYR, Inc. and closed a private placement to the Investors of restricted shares of the Company's common stock and warrants to purchase Common Stock. Each Investor paid consideration of $510,000, resulting in aggregate gross proceeds to the Company of $1.02 million. The Company issued and sold to the Investors, in equal amounts, an aggregate of 17 million shares of Common Stock at a purchase price of $0.06 per share. In addition, the Investors were issued, in equal amounts, Warrants to purchase an aggregate of 17 million shares of Common Stock at an exercise price of $0.12 per share with a five-year term commencing on the date of each Warrant. The Warrants have a cashless exercise feature. The Stock and Warrant Purchase Agreements and Warrants do not provide for registration rights. About PharmaCyte Biotech, Inc. PharmaCyte Biotech, Inc., formerly known as Nuvilex Inc, is dedicated to bringing to market scientifically derived products designed to improve the health, condition and well-being of those who use them. The Company is a clinical stage biotechnology company focused on developing and preparing to commercialize treatments for cancer and diabetes based upon a proprietary cellulose-based live-cell encapsulation technology known as Cell-in-a-Box. The Company intends to use this unique and patented technology as a platform upon which to build treatments for several types of cancer, including advanced, inoperable pancreatic cancer, and diabetes. Pharmacyte reported a net loss of $10.8 million for the year ended April 30, 2015, a net loss of $27.2 million for the year ended April 30, 2014 and a net loss of $1.6 million for the year ended April 30, 2013. As of Oct. 31, 2015, the Company had $7.64 million in total assets, $1.08 million in total liabilities and $6.56 million in total stockholders' equity. PITTSBURG RDA: Fitch Affirms 'BB+' Rating on $142.3MM Sub. TABs --------------------------------------------------------------- Fitch Ratings has assigned these ratings of the Successor Agency to the Redevelopment Agency of the City of Pittsburg, California's (the agency) tax allocation bonds (TABs): -- Approximately $190 million refunding subordinate TABs series 2016 series A, series B (taxable), and series C (forward delivery) 'BBB-'; -- Approximately $14 million refunding housing TABs series 2016 series A 'BBB+'. In addition, Fitch takes these rating actions: -- $89.8 million senior TABs series 1999 and 2014 upgraded to 'A+' from 'A'; -- $11 million housing TABs series 2004 A and 2006 A upgraded to 'BBB+' from 'BBB'; -- $117.6 million subordinate TABs series 2004A (being refunded) underlying rating affirmed at 'BBB-'; -- $142.3 million subordinate TABs (taxable) series 2006B and subordinate refunding TABs series 2006C and 2008A (being refunded) affirmed at 'BB+'. The Rating Outlook on the 2016 refunding subordinate TABs is Positive. The Rating Outlook on the housing TABs and senior TABs is Stable. SECURITY The senior and subordinate TABs are payable from a senior and subordinate lien, respectively, on non-housing tax increment revenues, net of county administrative fees, and are additionally payable per statute from former housing revenues on a subordinate basis to housing TABs. The housing TABs are payable from the 20% housing set-aside revenues derived from a senior lien on all incremental property tax revenues in Los Medanos sub areas II and III. KEY RATING DRIVERS EXPECTED COVERAGE IMPROVEMENT: The Positive Outlook on the subordinate non-housing TABs reflects the refunding benefits including the elimination of variable-rate and swap exposure, and expected lower maximum annual debt service (MADS), subject to market conditions. The assessed value (AV) cushion (defined as the decline in AV to reach 1x MADS) is expected to improve from 16% to about 21% after the refunding. GROWING ASSESSED VALUE, REDUCED APPEALS: The upgrades on the senior non-housing and housing bonds are prompted by continued tax base growth, expected lower debt service after refunding, and a reduction in outstanding appeals amount, resulting in improved debt service coverage (DSC) ratios. TAX BASE WEAKNESS: The rating levels reflect sound to high maximum annual debt service (MADS) coverage, weighed down by significant industrial taxpayer concentration with frequent appeals, and historically high tax base volatility. RATING SENSITIVITIES TAX BASE/DSC PERFORMANCE: The ratings may change, depending on the performance and sustainability of the project area's tax base and DSC. COVERAGE IMPROVEMENT: An upgrade on the subordinate non-housing bonds is likely if sufficient coverage improvement is achieved due to significant MADS savings at refunding or material tax base strengthening for fiscal 2017. CREDIT PROFILE Pittsburg is in northern Contra Costa County and benefits from its location within the large and diverse San Francisco Bay Area employment market and the presence of several large industrial enterprises. Most local economic indicators are weak despite the city's geographic advantages. The project area comprises a large 6,562 acres, making up 54% of the city's area and 72% of the city's fiscal 2016 AV. IMPROVED SUB COVERAGE, REDUCED APPEALS The project area's fiscal 2016 AV increased a solid 6.5%, following a 7.9% increase in fiscal 2015. Recent positive AV performance and reduced estimated debt service increased all-in MADS coverage on non-housing bonds to 1.3x, a significant improvement from below 1x in prior years, based on refunding debt service estimates. Similarly, the AV cushion rose to an adequate 21% from a barely sufficient 4% in fiscal 2015. Outstanding appeals dropped to $39 million of potential reduction in value from $126 million last year, as the local real estate market recovers. The estimated AV loss from granted appeals no longer makes a material difference to coverage ratios. Surplus housing revenue (the original 20% set-aside minus housing TABs debt service) is assumed to be available to the non-housing bonds, and is included in the coverage and AV cushion calculations. VERY HIGH SENIOR COVERAGE Senior non-housing bonds are not part of the refunding, and MADS coverage was boosted by recent positive AV performance, to 3.1x in fiscal 2016 from 2.6x in 2014. AV cushion went up to 62% from 59%, a more comparable level to its 'A+' peers. Furthermore, the top 10 taxpayers now account for 24% of total project area AV, from 33% in 2014, due to recent AV growth as well as value reductions of top industrial properties. SOUND HOUSING COVERAGE Los Medanos sub areas II and III (the entire project area excluding Los Medanos sub area I), from which the housing TABs tax increment is derived, enjoyed accelerated AV growth of 8.8% in fiscal 2015 and 15.4% in fiscal 2016, resulting in increases in MADS coverage to 1.5x from 1.4x, and AV cushion to 33% from 26% in 2015. In addition, Los Medanos sub areas II and III only has one pending appeals with a very limited $360,400 value at risk. Housing TABs series 2004A is expected to be refunded while housing bonds series 2006A will remain outstanding. Housing TABs debt service is estimated to increase slightly after refunding, in exchange for a shortened final maturity. POSITIVE AV TREND AV levels in the near future are likely to benefit from increased construction levels, which could add 2% to AV per year by the city's estimates. New housing construction is proceeding at a pace of over 200 single family homes annually. The city has approved over 3,000 new housing units within the project area, and expects thousands more over time given the availability of vacant land and in-fill development opportunities. A portion of anticipated projects are related to a planned Bay Area Rapid Transit rail extension into the project area. The city's home values are increasing, but growth has slowed, to 11% year-over-year, compared with 20% a year ago, according to the Zillow home price index. AV increases for some of these additions will be limited to the Prop 13 cap (typically 2% annually), but resales and properties subject to temporary Prop 8 reductions will reflect the full appreciation. TAX BASE WEAKNESS Despite the positive momentum mentioned above, inherent tax base weakness remains, evidenced by the relatively late start of AV recovery, and significant peak-to-trough decline. AV dropped a cumulative 20% between fiscal 2008 and fiscal 2013. In addition, the top 10 taxpayers account for 24% of the AV (25% of incremental value, or IV) and include Delta/Calpine power plants (12% of AV), and industrial properties owned by United Spiral (1%) and Koch (1%). Some of the top taxpayers were successful in reducing their AV every year during the recession through the appeal process, with a lagged effect on tax increment revenues. For Los Medanos sub areas II and III, concentration numbers are 36% of the AV and 37% of IV, led by Delta/Calpine (18% of AV), a residential development (6%), and Century Plaza (4%). Peak-to-trough AV decline was also 20% between 2008 and 2014. REFUNDING, ELIMINATION OF VARIABLE RATE RISKS The planned refunding will fix out and eliminate all variable rate debt and related risks, including bank bonds conversion risk with much higher interest rates, LOC renewal and fee hike risk, cost of setting aside reserves, and mark-to-market swap termination fees. An estimated total of $49 million reserves (including over $32 million for sub 2004A TABs) are expected to be released at closing, replaced by surety bonds for the 2016 refunding bonds. The estimated $16.6 million of swap termination cost will be paid from bond proceeds at closing. The refunding has been approved by the state department of finance. The released reserves will be used to reduce par amounts. In addition, the elimination of LOC and remarketing fees may reduce debt service, which in turn boosts coverage ratios. PREMIER EXHIBITIONS: Files Corrected CEO Employment Agreement ------------------------------------------------------------- Premier Exhibitions, Inc., made an amendment to its Current Report on Form 8-K, filed with the Securities and Exchange Commission on Jan. 7, 2016, to amend the document filed as Exhibit 10.1, to correct an administrative error in the agreement as filed. On Jan. 1, 2016, the Company and Daoping Bao, the Company's chief executive officer, entered into an Employment Agreement. The Agreement provides for Mr. Bao's employment for an indefinite term as president and chief executive officer of the Company. The Agreement may be terminated by either party at any time, subject to certain severance provisions provided in the Agreement. Pursuant to the agreement, the Company will pay Mr. Bao a salary of $297,000 per year. Mr. Bao will be eligible for annual performance awards consistent with incentive compensation programs established by the Board for senior executives with a target bonus at 50% of his base salary, which awards may take the form of cash bonuses, stock option grants or grants of restricted stock at the discretion of the Board. Upon a termination without cause or by Mr. Bao for good reason, as such terms are defined in the employment agreement. Mr. Bao would be entitled to twelve months salary as severance. "Cause" is defined in the Agreement to include (i) failure to substantially perform duties reasonable and customary for a CEO in the Exhibition Business and/or failure to comply with the covenants and other provisions contained in this Agreement which are not remedied in a reasonable period of time after receipt of written notice from the Company setting forth the nature of such failure; or (ii) fraud, misappropriation, embezzlement or similar acts of dishonesty; Conviction of a felony or misdemeanor involving moral turpitude; or Intentional and willful misconduct relating to the Executive's employment that may subject the Employer to criminal and or civil liability. A copy of the Employment Agreement is available for free at: http://is.gd/NIpai3 About Premier Exhibitions Premier Exhibitions, Inc., develops, deploys and operates exhibition products that are presented to the public in exhibition centers, museums and non-traditional venues. The Atlanta-based Company's exhibitions generate income primarily through ticket sales, third-party licensing, sponsorship and merchandise sales. Premier Exhibitions reported a net loss of $11.7 million on $29.4 million of total revenue for the year ended Feb. 28, 2015, compared with a net loss of $778,000 on $29.3 million of total revenue for the year ended Feb. 28, 2014. As of Aug. 31, 2015, the Company had $35.89 million in total assets, $32.2 million in total liabilities, $2.66 million in equity attributable to shareholders of the Company and $1.02 million in equity attributable to non-controlling interest. PRESCOTT VALLEY: Wins Nod of Premium Finance Agreement with IPFS ---------------------------------------------------------------- Prescott Valley Events Center, LLC, won approval from the U.S. Bankruptcy Court for the District of Arizona of its emergency motion to enter into a premium finance agreement with IPFS Corporation. The agreement will finance the payment of premiums paid on the Debtor's insurance policy. Pursuant to Section 364(c) of the Bankruptcy Code and the terms of the Agreement, the Debtors are authorized to grant to IPFS a first priority security interest in the policy. In the event the Debtor defaults, IPFS may cancel the policy without further order of the court. About Prescott Valley Events Center Prescott Valley Events Center, LLC, was formed in 2005 to construct and operate a multi-purpose sports and entertainment arena known as the Prescott Valley Events Center in Prescott Valley, Arizona. The Center opened in 2006 and plays host to concerts, community events, trades shows, and sporting events, including several high school championships. Until 2014, the Center served as the home of the Arizona Sundogs (CHL) ice hockey team. The Center's seating capacity is 6,200 for concerts, 4,810 for hockey, and 5,100 for basketball. The original members of PVEC were Prescott Valley Signature Entertainment, LLC, and Global Entertainment Corporation, which each owned 50 percent of the membership interests in PVEC. PVEC sought Chapter 11 protection in Prescott, Arizona (Bankr. D. Ariz. Case No. 15-10356) on Aug. 14, 2015. The case is assigned to Judge Madeleine C. Wanslee. The Debtor tapped Carolyn J. Johnsen, Esq., and William Novotny, Esq., at Dickinson Wright PLLC, in Phoenix, as counsel. The Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in debt. PSL-NORTH AMERICA: Court Confirms Ch. 11 Liquidating Plan --------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware on Jan. 12, 2016, issued an order confirming PSL-North America LLC, et al.'s First Amended Joint Plan of Liquidation. The Debtors obtained confirmation of the Plan after the holders of claims entitled to vote on the Plan voted to accept the Plan. According to a declaration filed by Stephenie Kjontvedt, a Vice President, Senior Consultant at Epiq Bankruptcy Solutions, LLC, 100% of the holders of Class 2 - SBC Secured Claims and 92.86% of the holders of Class 3 - General Unsecured Claims voted to accept the Plan. Edward P. Bond, the independent Permanent Board Manager of PSL-North America, LLC, filed a declaration in support of confirmation of the Plan. " Based upon my active, personal involvement in the Chapter 11 Cases, I believe that the Plan was proposed in good faith. Furthermore, I believe that the Debtors, as proponents of the Plan, acting through their respective agents, representatives and professionals, conducted themselves in a manner that complies with applicable law relating to the formulation and negotiation of, and voting on, the Plan," Mr. Bond said in his declaration. Prior to the confirmation hearing, the Debbtors filed Plan Supplement, including Liquidating Trust Agreement, Executory Contracts and Unexpired Leases to be Assumed, and Retained Causes of Action, which, according to the Debtors, are integral to, and are considered part of, the Plan. Judge Silverstein overruled the objection raised by the Internal Revenue Service to confirmation of the Plan. The IRS, which asserted an unsecured priority, prepetition claim against PSL USA, Inc., in the amount of $5,000, and an unsecured claim against PSL America LLC in the amount of $3,608, objected to the confirmation of the Plan unless and until all unfiled federal tax returns have been filed. The Plan Confirmation Order provides that nothing in the Plan or Plan Confirmation Order will affect the ability of the IRS to pursue any non-debtors to the extent allowed by non-bankruptcy law for any liabilities that may be related to any federal tax liabilities owed by the Debtors or their estates. The IRS is represented by Charles M. Oberly, III, Esq., United States Attorney, and Ellen W. Slights, Esq., Assistant United States Attorney, in Wilmington, Delaware. About PSL-North America Founded in 2006, PSL-North America LLC is a manufacturer and coater of large diameter steel pipes. The company has a state-of-the-art facility located in Bay St. Louis, Mississippi, with the land leased for 99 years. The company is an American-based partially owned subsidiary of India's largest producer and manufacturer of steel piping, PSL Limited. On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed voluntary petitions in Delaware (Lead Case No. 14-11477) seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Peter J. Walsh. The Debtors seek to have their cases jointly administered for procedural purposes. PSL-North America LL disclosed $93.3 million in assets and $204 million in liabilities as of the Chapter 11 filing. As of the Petition Date, the company had total outstanding debt obligations of $130 million, according to a court filing. Counsel for the Debtor are John H. Knight, Esq., Paul N. Heath, Esq., Tyler D. Semmelman, Esq., Amanda R. Steele, Esq. and William A. Romanowicz, Esq. at Richards, Layton & Finger, P.A., of Wilmington, Delaware. Epiq Bankruptcy Solutions serves as claims agent. * * * The Debtors scheduled an auction for the assets on Aug. 12, 2014. At the end of August 2014, the bankruptcy judge authorized the Debtors to sell substantially all their assets to Jindal Tubular USA LLC for $104 million. PUERTO RICO: Assured Guaranty Files Suit to Stop "Clawback" ----------------------------------------------------------- Bond insurance subsidiaries of Assured Guaranty Ltd. (NYSE:AGO) (together with its subsidiaries, Assured Guaranty) have filed suit challenging the constitutionality of the revenue clawback instituted by the Commonwealth of Puerto Rico (Commonwealth) late last year. Assured Guaranty believes the clawback of revenues pledged to bond issues violates the U.S Constitution by illegally interfering with Assured Guaranty's contractual rights. In December, the Commonwealth announced that in order to fund its general obligation (GO) bond payments it would begin clawing back revenues pledged to other bond issues, including those of the Puerto Rico Highways and Transportation Authority (HTA), the Puerto Rico Convention Center District Authority (PRCCDA) and the Puerto Rico Infrastructure Financing Authority (PRIFA). This action has caused a payment default on PRIFA bonds and will eventually force the HTA and PRCCDA bonds into default. Such actions threaten the credibility of Puerto Rico and its government, undermine the markets' confidence in Puerto Rico's willingness to honor its financial commitments and limit its opportunities for economic recovery. According to Puerto Rico's Constitution and its related laws, the clawback may be implemented only to pay GO debt and only in the event that the Commonwealth's revenues are insufficient to pay the debt. The Commonwealth may not clawback pledged revenues to pay any of its other obligations. Debt service on Puerto Rico's GO bonds amounts to only approximately 19% of the Commonwealth's annual budgeted revenues. The clawback is not necessary to make GO bond payments. Yet the Commonwealth has invoked an option that not only ignores its own laws, but is unconstitutional and impairs the contracts entered into by holders and insurers of HTA, PRCCDA, and PRIFA debt. "The Commonwealth has not satisfied the preconditions to the clawback and is disregarding the priorities of its own Constitution and the rule of the law. This confiscation of revenues pledged to bondholders is illegal. We encourage the Commonwealth to instead focus on measures that build market credibility and develop specific fiscal plans to address its critical issues, including revenue collection," said Dominic Frederico, President and Chief Executive Officer of Assured Guaranty. "These actions stand in contrast to the consensual agreement that we and other creditors recently reached with Puerto Rico's electric utility, PREPA. That agreement provides for the reform and efficient recapitalization of PREPA. Assured Guaranty continues to stand ready to work constructively with Puerto Rico in a consensual way, in keeping with our long term support of the island," Frederico added. The suit, filed today in United States District Court for the District of Puerto Rico, names Governor Alejandro Garcia Padilla and a host of government officials and seeks to have the clawback declared unconstitutional and asks the Court to issue an injunction against its implementation. QUICKSILVER RESOURCES: Banks Hold Perfected Lien on 7 Properties ---------------------------------------------------------------- The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware concluded that Credit Suisse AG, Cayman Islands Branch fka Credit Suisses AG, as administrative agent for the second lien lenders, The Bank of New York Mellon Trust Company N.A., second lien indenture trustee and second lien collateral agent under that certain indenture dated as of June 21, 2013, and the Ad Hoc Group of Second Lienholder ("second lien parties") have liens on all of Quicksilver Resources Inc. et al.'s real property interest located in Denton, County, Hill County, Hood County, Johnson County, Parker County, Somervell County and Tarrant County in Texas, and that the liens are perfected in the seven counties in which mortgages are recorded. According to court documents, the Court was asked to determine whether the Debtors granted the second lien parties a lien on some 510 real property interest and, if so, whether the estate may avoid the liens pursuant to Section 544 of the U.S. Bankruptcy Code. A full-text copy of the opinion is available for free at http://is.gd/WVu8FY About Quicksilver Resources Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company claims to be a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999. The Company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc. is headquartered in Calgary, Alberta. On March 17, 2015, Quicksilver Resources Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Code in Delaware. The Debtors are seeking joint administration under the main case, In re Quicksilver Resources Inc. Case No. 15-10585. Quicksilver's Canadian subsidiaries were not included in the chapter 11 filing. The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP in the U.S. and Bennett Jones in Canada. Richards Layton & Finger, P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey Capital, Inc., is serving as financial advisor. Garden City Group Inc. is the claims and noticing agent. The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion in total assets, $2.35 billion in total liabilities and total stockholders' deficit of $1.14 billion. The U.S. Trustee for Region 3 appointed five creditors of Quicksilver Resources Inc. to serve on the official committee of unsecured creditors. * * * The Debtors have previously been given exclusive right to file a bankruptcy plan through October 13, 2015. They are seeking a further extension of the exclusive plan filing period through Feb. 1, 2016. QUICKSILVER RESOURCES: Non-Insider Employees to Get Bonus Payments ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Quicksilver Resources Inc. et al. to make bonus payments to non-insider employees under their bonus plan; and continue the pre-petition severance program with respect to all employees. As reported in theTroubled Company Reporter on Jan. 11, 2016, the Debtors sought to make, consistent with their prepetition practices and policies, bonus payments tied to achieving critical milestones in the cases and to honor their prepetition employee Severance Program, both with the intent to incentivize employees to continue performing at top levels to aid in meeting critical milestones in the Chapter 11 cases and maximizing value for the Debtors' creditors. The Debtors relate that they have experienced a significant decrease in their employee base over the last 12 months, and that their workforce has reduced over 34% since January 2015. The Debtors further relate that their remaining employees are critical to operating the Debtors' business as a going concern, pursuing the ongoing sale process, and moving toward a successful conclusion of these chapter 11 cases. The Debtors contend that operating in Chapter 11 has imposed unprecedented workloads and stress on their employees. The Debtors further contend that they continue to experience additional attrition and believe it is imperative to attempt to ameliorate the negative impact on the employee base due to the depressed market, their prolonged chapter 11 cases, the uncertainty of long-term employment due to the sale process and the reductions in force implemented recently. The Debtors add that in an exercise of their reasonable business judgment, they have determined that implementing the Bonus Plan and continuing the Severance Plan as a post-petition employee benefit are fundamentally important to achieving the foregoing and to the tasks critical to a successful exit from chapter 11. The Proposed Bonus Plan consists of a pool of $1.45 million in cash, which will be made available for employee bonuses. To receive payments in accordance with the Bonus Plan, each participant must be employed by Quicksilver on the date that the following three milestones are achieved: (1) Milestone 1: The earlier of the date that the Court enters (x) one or more orders ("Sale Order") approving the sale of all or substantially all of the Company's assets or (y) an order approving a plan support agreement or such other agreement as the Debtors determine is appropriate or necessary to document the winning bid in the Debtors' pending sale process ("Approval Order"). Payment: 60% of Base Amount ($870,000 in the aggregate) (2) Milestone 2: The earlier of the date that (x) all of the salses approved by the Sale Order have closed or (y) the Court enters an order approving a disclosure statement for a plan materially consistent with the Approval Order. Payment: 20% of Base Amount ($290,000 in the aggregate) (3) Milestone 3: The date that any chapter 11 plan of reorganization or liquidation becomes effective in the Company's chapter 11 cases ("Effective Date Payment"). Payment: 20% of Base Amount ($290,000 in the aggregate). The Company may allocate any portion of the Milestone 3 Bonus Pool attributable to employees who are no longer employed by Quicksilver upon achievement of Milestone 3 to those employees who continue to be employed by Quicksilver upon the achievement of Milestone 3. The Debtors propose to continue their Severance Program subject to these terms, among others: (a) Employees who are terminated without cause on or after the date the Court enters an order approving the Debtors' motion shall be eligible for severance in accordance with the Severance Program. If such terminated employee is offered employment by and/or is employed by a Purchaser contemporaneously with such termination such employee shall be ineligible to receive severance payments in accordance with the Severance Program. (b) The Debtors will be authorized to make the Severance Payments following entry of an order approving this motion in an aggregate amount up to $3.6 million. (c) The Debtors may allocate Severance Payments from employees who are not eligible to receive such payments to severed employees who remain eligible for Severance Payments. About Quicksilver Resources Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company claims to be a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999. The Company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc. is headquartered in Calgary, Alberta. On March 17, 2015, Quicksilver Resources Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Code in Delaware. The Debtors are seeking joint administration under the main case, In re Quicksilver Resources Inc. Case No. 15-10585. Quicksilver's Canadian subsidiaries were not included in the chapter 11 filing. The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP in the U.S. and Bennett Jones in Canada. Richards Layton & Finger, P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey Capital, Inc., is serving as financial advisor. Garden City Group Inc. is the claims and noticing agent. The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion in total assets, $2.35 billion in total liabilities and a total stockholders' deficit of $1.14 billion. The U.S. Trustee for Region 3 appointed five creditors of Quicksilver Resources to serve on an official committee of unsecured creditors. RADNOR HOLDINGS: Skadden's $4-Mil. Fee Preserved Again ------------------------------------------------------- Kurt Orzeck at Bankruptcy Law360 reported that the Third Circuit on Jan. 8, 2016, again refused to toss a $4 million fee awarded to Skadden Arps Slate Meagher & Flom LLP for its work on defunct packaging company Radnor Holdings Corp.'s bankruptcy, nixing another effort by the company's founder, who accuses the firm of misconduct. The appeals court denied former Radnor CEO Michael Kennedy's petition for rehearing and a rehearing en banc, despite his arguments that the Third Court, a bankruptcy court and a district judge had overlooked the firm's alleged conflicts of interest. About Radnor Holdings Based in Radnor, Pennsylvania, Radnor Holdings Corporation -- http://www.radnorholdings.com/-- manufactured and distributed disposable food service products in the United States, and specialty chemicals worldwide. Radnor and its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 06-10894) on Aug. 21, 2006. When the Debtors filed for protection from their creditors, they disclosed total assets of $361,454,000 and debt of $325,300,000. Gregg M. Galardi, Esq., and Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, in Wilmington, Del.; and Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena M. Samole, Esq., at Skadden, Arps, Slate, Meagher &Flom, LLP, in Chicago, Ill., served as the Debtors' bankruptcy counsel. RCS CAPITAL: Current Financial Condition Casts Going Concern Doubt ------------------------------------------------------------------ RCS Capital Corporation said there is substantial doubt about its ability to continue as a going concern, pursuant to a regulatory filing with the U.S. Securities and Exchange Commission on November 16, 2015 signed by Brian D. Jones, chief financial officer of the company. Mr. Jones related: "Because of the decline in operating results and the reduction in asset values, our leverage has increased and our debt coverage has declined. As a result, we were not in compliance with the fixed charge coverage ratio and the secured leverage ratio covenants in our first and second lien credit agreements as of September 30, 2015. We sought and obtained relief from these covenants for the period ended September 30, 2015 and also obtained certain other amendments to those credit agreements. If we are unable to raise additional capital and/or obtain further accommodations from our lenders, we will fall out of compliance with those financial covenants at the next measurement date, December 31, 2015. Absent further relief from our lenders, the failure to be in compliance with financial covenants by the applicable cure date in March 2016 would enable our lenders to accelerate the maturity of our indebtedness under the credit agreements and potentially trigger cross defaults or acceleration of our obligations. While there may be opportunities to take corrective action after December 31, 2015, other constraints, such as the limitation on our ability to control the vote of the single outstanding share of Class B common stock (which is the controlling share on votes of our common stock), may reduce our ability to effect remedial action after January 31, 2016. Until January 31, 2016, an independent committee of our board of directors holds a proxy to vote the Class B common stock on specified matters, which will expire on such date unless we enter into a definitive agreement with respect to new capital or another strategic transaction meeting specified requirements by such date. "On November 10, 2015, we received notification from the New York Stock Exchange (NYSE) that we were no longer in compliance with the NYSE's continued listing standards for our Class A common stock because the average closing price of our Class A common stock had fallen below the NYSE's per share price requirements. "In addition to the foregoing, shortfalls in our ability to generate cash from our operations and costs that may be associated with paring down our operations and legal and other professional expenses in connection with our restructuring activities and pending legal proceedings increase our cash needs and therefore the necessity for us to raise additional capital for operating purposes as well as to make payments on the credit agreements in accordance with contractual terms and achieve compliance with the requirements of the credit agreements. "We are currently engaged in a process to raise capital and reduce contractual exposures through the issuance of additional securities and/or asset divestitures. We have taken certain actions to provide temporary liquidity and to afford time to raise additional capital and/or make asset divestitures. We have also received various proposals from multiple parties for additional capital (including via the exercise of existing conversion options) and/or for the purchase of certain assets, that are subject to the completion of due diligence now in progress, documentation and other conditions. We consider that there are multiple viable proposals, however we are not yet party to any binding agreements to effect these proposals. "Accordingly at this point in time there can be no assurance that these efforts will be successful and therefore there is substantial doubt about our ability to continue as a going concern." Concurrently with the closing of the company's Cetera acquisition on April 29, 2014, the company entered into the Bank Facilities, consisting of: (i) a $575.0 million senior secured first lien term loan facility, having a term of five years; (ii) a $150.0 million senior secured second lien term loan facility, having a term of seven years; and (iii) a $25.0 million senior secured first lien revolving credit facility having a term of three years (which was not drawn down at closing). The proceeds to us from the Bank Facilities were $685.1 million after original issue discount and following the payment of fees and expenses due at closing. On July 21, 2014, the company drew down $1.1 million in the form of a backstop letter of credit and on March 11, 2015, the company drew down $23.0 million on the senior secured first lien revolving credit facility. As of September 30, 2015, the company has repaid $35.9 million of the senior secured first lien term loan facility as regularly scheduled principal repayments. At September 30, 2015, the company had total assets of $1,975,286,000, total liabilities of $1,394,490,000 and total stockholders' equity of $247,467,000. The company reported a net loss of $291,094,000 for the three months ended September 30, 2015, compared with a net loss of $32,269,000 for the three-month period ended September 30, 2014. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/jhvvdh5 New York-based RCS Capital Corporation is a full-service investment firm focused on the individual retail investor. With operating subsidiaries primarily focused on retail advice and until the completion of recently announced pending sales and divestiture of its wholesale distribution and investment banking, the company's business aims to capitalize, grow and maximize value for the investment programs its distributes and the independent advisors and clients it serves. REFCO INC: Funds Tell 2nd Circ. JPM, Others Fueled $1-Billion Scam ------------------------------------------------------------------ Max Stendahl at Bankruptcy Law360 reported that a lawyer for a group of defunct hedge funds that suffered losses during Refco Inc.'s collapse asked the Second Circuit on Jan. 7, 2015, to revive a suit accusing JPMorgan, Merrill Lynch and Credit Suisse of aiding the brokerage firm's $1 billion accounting fraud scheme. During a hearing in Manhattan court, an attorney representing the liquidators of the SPhinX funds urged a three-judge panel to reinstate claims against JPMorgan Chase & Co., Credit Suisse Securities (USA) LLC and Merrill Lynch Pierce Fenner & Smith Inc. About Refco Inc. About Refco Inc. Headquartered in New York, Refco Inc. -- http://www.refco.com/-- was a diversified financial services organization with operations in 14 countries and an extensive global institutional and retail client base. Refco's worldwide subsidiaries were members of principal U.S. and international exchanges, and were among the most active members of futures exchanges in Chicago, New York, London and Singapore. Refco was also a major broker of cash market products, including foreign exchange, foreign exchange options, government securities, domestic and international equities, emerging market debt, and OTC financial and commodity products. Refco was one of the largest global clearing firms for derivatives. The Company had operations in Bermuda. The Company and 23 of its affiliates filed for Chapter 11 protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Milbank, Tweed, Hadley & McCloy LLP, represented the Official Committee of Unsecured Creditors. Refco reported US$16.5 billion in assets and US$16.8 billion in debts to the Bankruptcy Court on the first day of its Chapter 11 cases. The Court confirmed the Modified Joint Chapter 11 Plan of Refco Inc. and certain of its Direct and Indirect Subsidiaries, including Refco Capital Markets, Ltd., and Refco F/X Associates, LLC, on December 15, 2006. That Plan became effective on Dec. 26, 2006. Pursuant to the plan, RJM, LLC, was named plan administrator to reorganized Refco, Inc., and its affiliates, and Marc S. Kirschner as plan administrator to Refco Capital Markets, Ltd. RELATIVITY MEDIA: Committee Opposes FTI Claims for Payment ---------------------------------------------------------- Relativity Media LLC disclosed that the Official Committee of Unsecured Creditors has filed an objection to FTI's claims for payment, citing, among other things, an investigation by a special committee of Relativity's board of directors and the fact that the Committee has not had an opportunity to conduct its own inquiry. Specifically, Relativity charged that FTI executed several business decisions without obtaining appropriate advice and consent from Relativity's board of directors, including passing on an offer for the sale of the company's fashion division and various employment decisions, among other matters. The Committee argued that FTI's request for payment is an "unnecessary distraction," and all parties should remain "focused on...confirmation" of Relativity's plan of reorganization. "From the very beginning of Relativity's reorganization, the Committee has been a strong supporter of Relativity's efforts to reorganize, watching our back to ensure that no party could be successful in pursuing actions that would threaten the company. I am deeply grateful for their ongoing support," said Ryan Kavanaugh, Chairman and CEO, Relativity. "We look forward to continuing to work with the Committee to emerge from Chapter 11 on a timely basis and not allowing any party to utilize the bankruptcy process to leverage the company for their own benefit." The Committee also recently formally stated its support for Relativity's plan of reorganization and recommended that all unsecured creditors vote to accept the plan. A court hearing to consider confirmation of the Plan is scheduled for February 1, 2016. About Relativity Relativity -- http://relativitymedia.com/-- is a next-generation global media company engaged in multiple aspects of content production and distribution, including movies, television, sports, digital and music. More than just a collection of entertainment-related businesses, Relativity is a content engine with the ability to leverage each of these business units, independently and together, to create content across all mediums, giving consumers what they want, when they want it. Relativity Studios, the Company's largest division, has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity's films include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and The Fighter. Relativity Media LLC and its affiliates, including Relativity Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989). The case is assigned to Judge Michael E. Wiles. The Debtors are represented by Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in New York. Brian Kushner of FTI Consulting, Inc., serves as chief restructuring officer and crisis and turnaround manager. Luke Schaeffer of FTI Consulting, Inc., serves as deputy CRO. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. The team is led by Timothy Coleman, Senior Managing Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice President, and Joseph Goldschmid, Associate. The Debtors' noticing and claims agent is Donlin, Recano & Company, Inc. RELATIVITY MEDIA: Committee's Manchester Challenge Period Extended ------------------------------------------------------------------ In the Chapter 11 cases of Relativity Fashion, LLC, et al., Heatherden Securities LLC, as DIP Agent and DIP Lender to the Debtors; Manchester Securities Corporation ("MSC"), Manchester Library Company LLC ("MLC"); and the Official Committee of Unsecured Creditors Committee in the Chapter 11 cases have entered into a stipulation extending the time period by which the Committee is required to have commenced a so-called Manchester Challenge, as defined in the Amended DIP Facility Order, from Jan. 8, 2016 at 11:59 p.m. (prevailing Eastern Time) until Jan. 20, 2016 at 11:59 p.m. (prevailing Eastern Time). This is the fourth stipulation entered into by the parties. Counsel for Heatherden Securities LLC, Manchester Securities Corporation, and Manchester Library Company LLC: ROPES & GRAY LLP Keith H. Wofford James A. Wright III 1211 Avenue of the Americas New York, NY 10036-8704 Telephone: (212) 596-9000 Facsimile: (212) 596-9090 Counsel to the Committee: TOGUT, SEGAL & SEGAL LLP Albert Togut Frank A. Oswald One Penn Plaza, Suite 3335 New York, NY 10119 Tel: (212) 594-5000 Fax: (212) 967-4258 About Relativity Relativity -- http://relativitymedia.com/-- is a next-generation global media company engaged in multiple aspects of content production and distribution, including movies, television, sports, digital and music. More than just a collection of entertainment-related businesses, Relativity is a content engine with the ability to leverage each of these business units, independently and together, to create content across all mediums, giving consumers what they want, when they want it. Relativity Studios, the Company's largest division, has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity's films include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and The Fighter. Relativity Media LLC and its affiliates, including Relativity Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989). The case is assigned to Judge Michael E. Wiles. The Debtors are represented by Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in New York. Brian Kushner of FTI Consulting, Inc., serves as chief restructuring officer and crisis and turnaround manager. Luke Schaeffer of FTI Consulting, Inc., serves as deputy CRO. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. The team is led by Timothy Coleman, Senior Managing Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice President, and Joseph Goldschmid, Associate. The Debtors' noticing and claims agent is Donlin, Recano & Company, Inc. * * * An investor group composed of Anchorage Capital Group, L.L.C., Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct. 21, 2015, completed its purchase of the assets of Relativity Television. After selling their TV business, the Debtors and CEO Ryan C. Kavanaughfiled a proposed plan of reorganization that will allow the Debtors to reorganize their non-TV business units with a substantially de-levered balance sheet utilizing new equity investments and new financing. Jim Cantelupe, of Summit Trail Advisors, LLC, has committed to work with the Debtors to raise up to $100 million of new equity to fund the Plan. RELATIVITY MEDIA: Proponents File Plan Supplement ------------------------------------------------- Relativity Fashion, LLC, et al., along with Ryan C. Kavanaugh and Joseph Nicholas, filed a supplement to their proposed Second Amended Plan of Reorganization. The Plan Supplement consists of: * Revised Relativity Holdings Certificate of Formation * Revised Relativity Holdings Operating Agreement * New Board of Managers of Reorganized Relativity Holdings * Executory Contracts and Unexpired Leases to be Rejected * Executory Contracts and Unexpired Leases to be Assumed * New P&A/Ultimates Facility * Litigation Trust Agreement * Warrant Agreements * Causes of Action * Form of Replacement P&A Note * Form of Replacement Production Loan Note The proposed Limited Liability Company Agreement of Relativity Holdings LLC provides that Ryan Kavanaugh and Joseph Nicholas will serve as co-managers of the Company. The proposed Relativity Litigation Trust Agreement indicates that the litigation trustee is still TO BE DETERMINED. The Plan Proponents will select the trustee. They also have not yet identified the members of the Trust Advisory Board. The Non-Exclusive Schedule of Retained Causes of Action disclosed that the Debtors are reserving and retaining rights to pursue causes of action against 275 entities. A copy of the Plan Supplement is available for free at: http://bankrupt.com/misc/Relativity_1238_Plan_Supplement.pdf A hearing to consider confirmation of the Plan (and in conjunction therewith, approval of the Plan Supplement) will be held on February 1, 2016 at 10:00 a.m. (Eastern Time), before the Honorable Michael E. Wiles. Minor Plan Changes The Debtors have received certain comments that require minor modifications to the Plan. The Debtors anticipate making further modifications to the Plan to address potential objections. Rather than amending and restating the Plan now, and again on or around January 28, 2016, the Debtors have listed, in redline form, the few Plan provisions that require modification as of the date of the filing of the Plan Supplement. Because the modifications are limited in nature and the Plan Supplement is to be served on all parties that received notice of the Plan, the Debtors believe that these Plan modifications are appropriate. The minor changes in the Plan include: * "Releasing Parties" means (a) any Released Party, (b) any Holder of a Claim who voted to accept this Plan, and (c) any holder of a Claim who voted to reject this Plan but who affirmatively elected to provide releases by checking the appropriate box on the ballot form; provided, however, any party deemed to accept this Plan by virtue of being Unimpaired is not a Releasing Party. * "Replacement P&A Note" means a note bearing interest at a fixed rate equal to the 7 year Treasury Bill rate (instead of the prime rate) plus 1.5% (instead of 3.0%) payable over 3 years (instead of 5) that will be issued by the Reorganized Debtors on the Effective Date to the holders of the Pre-Release P&A Secured Claims provided that the Pre-Release P&A Lenders vote to accept the Plan. * "Replacement Production Loan Note" means a note bearing interest at a fixed rate equal to the 7 Year Treasury Bill (instead of prime rate) plus 3.0 % payable over 3 years (instead of five years) that many be issued by the Reorganized Debtors on the Effective Date to the holders of the Production Loan Secured Claims. Relativity Fashion is represented by: Richard L. Wynne, Esq. Bennett L. Spiegel, Esq. Lori Sinanyan, Esq. JONES DAY 222 East 41st Street New York, NY 10017 Telephone: (212)326-3939 Facsimile: (212)755-7306 E-mail: rlwynne@jonesday.com blspiegel@jonesday.com - and - Craig A. Wolfe, Esq. Malani J. Cademartori, Esq. Blanka K. Wolfe, Esq. SHEPPARD MULLIN RICHTER & HAMPTON LLP 30 Rockefeller Plaza New York, NY 10112 Telephone: (212)653-8700 Facsimile: (212)653-8701 E-mail: cwolfe@sheppardmullin.com mcademartori@sheppardmullin.com bwolfe@sheppardmullin.com About Relativity Relativity -- http://relativitymedia.com/-- is a next-generation global media company engaged in multiple aspects of content production and distribution, including movies, television, sports, digital and music. More than just a collection of entertainment-related businesses, Relativity is a content engine with the ability to leverage each of these business units, independently and together, to create content across all mediums, giving consumers what they want, when they want it. Relativity Studios, the Company's largest division, has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity's films include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and The Fighter. Relativity Media LLC and its affiliates, including Relativity Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989). The case is assigned to Judge Michael E. Wiles. The Debtors are represented by Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in New York. Brian Kushner of FTI Consulting, Inc., serves as chief restructuring officer and crisis and turnaround manager. Luke Schaeffer of FTI Consulting, Inc., serves as deputy CRO. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. The team is led by Timothy Coleman, Senior Managing Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice President, and Joseph Goldschmid, Associate. The Debtors' noticing and claims agent is Donlin, Recano & Company, Inc. * * * An investor group composed of Anchorage Capital Group, L.L.C., Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct. 21, 2015, completed its purchase of the assets of Relativity Television. After selling their TV business, the Debtors and CEO Ryan C. Kavanaughfiled a proposed plan of reorganization that will allow the Debtors to reorganize their non-TV business units with a substantially de-levered balance sheet utilizing new equity investments and new financing. Jim Cantelupe, of Summit Trail Advisors, LLC, has committed to work with the Debtors to raise up to $100 million of new equity to fund the Plan. RELATIVITY MEDIA: Settles $3 Million Sony Claim Over Film Rights ---------------------------------------------------------------- Carmen Germaine at Bankruptcy Law360 reported that Relativity Media LLC asked a New York bankruptcy judge to sign off on a settlement resolving Sony's $3 million claim over the rights to Melissa Rauch vehicle "The Bronze" in exchange for the rights to the name for an upcoming Zach Galifianakis heist film. According to the settlement filed Jan. 8, 2016, Relativity has agreed to give Sony Pictures Worldwide Acquisitions back the copyright, title rights and other interests Relativity holds in the gymnastics comedy "The Bronze," settling a $3 million claim Sony asserted against Relativity. About Relativity Relativity -- http://relativitymedia.com/-- is a next-generation global media company engaged in multiple aspects of content production and distribution, including movies, television, sports, digital and music. More than just a collection of entertainment-related businesses, Relativity is a content engine with the ability to leverage each of these business units, independently and together, to create content across all mediums, giving consumers what they want, when they want it. Relativity Studios, the Company's largest division, has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity's films include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and The Fighter. Relativity Media LLC and its affiliates, including Relativity Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989). The case is assigned to Judge Michael E. Wiles. The Debtors are represented by Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in New York. Brian Kushner of FTI Consulting, Inc., serves as chief restructuring officer and crisis and turnaround manager. Luke Schaeffer of FTI Consulting, Inc., serves as deputy CRO. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. The team is led by Timothy Coleman, Senior Managing Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice President, and Joseph Goldschmid, Associate. The Debtors' noticing and claims agent is Donlin, Recano & Company, Inc. * * * An investor group composed of Anchorage Capital Group, L.L.C., Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct. 21, 2015, completed its purchase of the assets of Relativity Television. After selling their TV business, the Debtors and CEO Ryan C. Kavanaughfiled a proposed plan of reorganization that will allow the Debtors to reorganize their non-TV business units with a substantially de-levered balance sheet utilizing new equity investments and new financing. Jim Cantelupe, of Summit Trail Advisors, LLC, has committed to work with the Debtors to raise up to $100 million of new equity to fund the Plan. RUBICON MINERALS: NYSE to Commence Stock Delisting Proceedings -------------------------------------------------------------- Rubicon Minerals Corporation on Jan. 12 disclosed that it received notice, dated January 11, 2016, that the staff of NYSE Regulation, Inc. has determined to suspend trading immediately and commence proceedings to delist the Company's common stock from NYSE MKT LLC. The Exchange notified the Company that it no longer complied with the continued listing standards as set forth in Section 1003 of the NYSE MKT Company Guide due to the low selling price of the Company's common stock. Therefore, the Company's securities are subject to being delisted from the Exchange. NYSE MKT has informed the Company that the NYSE MKT will apply to the U.S. Securities and Exchange Commission to delist the Company's common stock upon completion of all applicable procedures, including any appeal by Rubicon of the NYSE Regulation staff's decision. Rubicon's common shares will continue to be listed on the Toronto Stock Exchange, one of the world's premier stock exchanges for mining and exploration companies. U.S. shareholders will be able to trade their Rubicon shares on the TSX through U.S. broker-dealers who have Canadian registered broker-dealer affiliates. In addition, management expects that the Company's common shares will continue to be quoted on the U.S. over-the-counter ("OTC") markets following the delisting on the OTC Pink(R) under the ticker symbol "RBYCF", which is operated by OTC Markets Group. There is no assurance that an active market in the common shares will develop on OTC Pink(R). The Company will continue to file reports with Canadian securities regulators and with the SEC under applicable federal securities laws. Rubicon Minerals Corporation engages in the acquisition, exploration, and development of gold properties in Canada and the United States. SAM WYLY: Blames Years of IRS Audit for Bankruptcy Filing --------------------------------------------------------- Jess Davis at Bankruptcy Law360 reported that business tycoon Sam Wyly testified on Jan. 8, 2016, that he filed for bankruptcy partly because he was fed up with the IRS' assessment delays after years of audits, in a trial aimed at taking the sting out of a $2.2 billion tax fraud claim. Sam Wyly, in his third and final day of direct examination in a bench trial in Dallas bankruptcy court, said years of IRS audits were the reason he and sister-in-law Dee Wyly filed for Chapter 11 protection in October 2014. About Sam Wyly Sam Wyly is a lifelong entrepreneur and author. His first book, 1,000 Dollars & An Idea, is a biography that tells his story of creating and building companies, including University Computing, Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse. His second book, Texas Got It Right!, co-authored with his son, Andrew, was gifted to roughly 450,000 students and teachers, thought leaders, and readers, and continues to be a best-seller in its Amazon category. Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. In September 2014, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. About Caroline Wyly Caroline Wyly is the widow of business tycoon Charles Wyly. She and her brother-in-law Sam Wyly sought Chapter 11 bankruptcy protection as leverage to settle a looming tax bill and a $329 million claim from the Securities and Exchange Commission. Her bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy Court, Northern District Texas (Dallas). SAM WYLY: Considered Expatriation to Address Tax Liabilities ------------------------------------------------------------ Jess Davis at Bankruptcy Law360 reported that in the first day of cross-examination in a Texas bankruptcy court trial over $2.2 billion in tax fraud claims brought by the Internal Revenue Service, business tycoon Sam Wyly acknowledged he had explored the idea of renouncing his U.S. citizenship to address tax liabilities. Mr. Wyly had asked for a legal opinion on the tax implications of renouncing U.S. citizenship in 2004, according to his testimony and emails and memos written at the time. About Sam Wyly Sam Wyly is a lifelong entrepreneur and author. His first book, 1,000 Dollars & An Idea, is a biography that tells his story of creating and building companies, including University Computing, Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse. His second book, Texas Got It Right!, co-authored with his son, Andrew, was gifted to roughly 450,000 students and teachers, thought leaders, and readers, and continues to be a best-seller in its Amazon category. Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. In September 2014, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. About Caroline Wyly Caroline Wyly is the widow of business tycoon Charles Wyly. She and her brother-in-law Sam Wyly sought Chapter 11 bankruptcy protection as leverage to settle a looming tax bill and a $329 million claim from the Securities and Exchange Commission. Her bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy Court, Northern District Texas (Dallas). SENTINEL MANAGEMENT: 7th Circuit Deals Blow to BNY in $312M Row --------------------------------------------------------------- Y. Peter Kang at Bankruptcy Law360 reported that the Seventh Circuit on Jan. 8, 2016, dealt a blow to Bank of New York Mellon in a bankruptcy dispute over a $312 million loan given to disgraced investment management firm Sentinel Management Group Inc., saying the bank should've suspected the firm was improperly using investor funds as collateral. Siding largely with the trustee for Sentinel, a three-judge Seventh Circuit panel reversed the lower court's ruling in the bank's favor, saying the district judge misunderstood the concept of inquiry notice. About Sentinel Management Based in Northbrook, Illinois, Sentinel Management Group Inc. -- http://www.sentinelmgi.com/-- was a full service firm offering a variety of security solutions. The Company filed a voluntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on Aug. 17, 2007. Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom & Moritz, Ltd., represented the Debtor. Lawyers at Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented the Official Committee of Unsecured Creditors. When the Debtor sought bankruptcy protection, it estimated assets and debts of more than $100 million. On Aug. 28, 2007, the Court approved Frederick Grede as the Debtor's Chapter 11 Trustee. Marc I. Fenton, Esq., at DLA Piper US LLP, and Vincent E. Lazar, Esq., at Jenner & Block LLP, represent the Chapter 11 Trustee. The Court confirmed the Fourth Amended Chapter 11 Plan of Liquidation for Sentinel on Dec. 15, 2008, which created a Liquidation Trust. The Plan became effective Dec. 17, 2008, and Mr. Grede was appointed Liquidation Trustee. SPANISH BROADCASTING: Joins FCC's Auction with PR Stations ---------------------------------------------------------- Spanish Broadcasting System, Inc., is participating in the FCC's Television Spectrum Incentive Auction with its Puerto Rico stations. "We have filed an application to participate in the FCC's television spectrum incentive auction with our Puerto Rico television stations, WTCV-DT - Channel 32, WVEO-DT - Channel 17 and WVOZ-DT - Channel 47, to potentially generate cash proceeds that are expected to be created by the auction process. As participants in the FCC's television spectrum incentive auction we will be subject to the FCC's anti-collusion rule, which prohibits certain communications during a "quiet period." The quiet period will end when the FCC issues a public notice announcing the completion of the reverse and forward auctions, which will likely be sometime in late 2016. There can be no assurance that the FCC's television spectrum incentive auction will be successfully completed and any potential cash proceeds will be subsequently realized. About Spanish Broadcasting Headquartered in Coconut Grove, Florida, Spanish Broadcasting operates 21 radio stations targeting the Hispanic audience. The Company also owns and operates Mega TV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. Its revenue for the twelve months ended Sept. 30, 2010, was approximately $140 million. Spanish Broadcasting reported a net loss of $20.0 million on $146 million of net revenue for the year ended Dec. 31, 2014, compared with a net loss of $88.6 million on $154 million of net revenue in 2013. As of Sept. 30, 2015, the Company had $457 million in total assets, $551 million in total liabilities and a total stockholders' deficit of $94.0 million. * * * In November 2010, Moody's Investors Service upgraded the corporate family and probability of default ratings for Spanish Broadcasting System, Inc., to 'Caa1' from 'Caa3' based on improved free cash flow prospects due to better than anticipated cost cutting and the expiration of an unprofitable interest rate swap agreement. Moody's said Spanish Broadcasting's 'Caa1' corporate family rating incorporates its weak capital structure, operational pressure in the still cyclically weak economic climate, generally narrow growth prospects (though Spanish language is the strongest growth prospect) given the maturity and competitive pressures in the radio industry, and the June 2012 maturity of its term loan magnify this challenge. In July 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Miami, Fla.-based Spanish Broadcasting System Inc. to 'B-' from 'CCC+', based on continued improvement in the company's liquidity position. The rating outlook is stable. "The rating action reflects S&P's expectation that, despite very high leverage, SBS will have adequate liquidity over the intermediate term to meet debt maturities, potential swap settlements, and operating needs until its term loan matures on June 11, 2012," said Standard & Poor's credit analyst Michael Altberg. STAR BULK: Receives Nasdaq Listing Non-Compliance Notice -------------------------------------------------------- Star Bulk Carriers Corp. on Jan. 8 disclosed that the Company received a letter from the Listing Qualifications department of The NASDAQ Stock Market LLC, dated as of January 6, 2016, notifying the Company that the minimum bid price for its common shares was below $1.00 per share for a period of 30 consecutive business days, and that the Company therefore did not meet the minimum bid price requirement for the Nasdaq Global Select Market, which is set forth in Nasdaq Listing Rule 5450(a)(1). The Company's common shares will continue to be listed on and trade on the Nasdaq Global Select Market under the symbol "SBLK", as the Nasdaq notification letter does not result in the immediate delisting of the Company's common shares. The Company's business operations are not affected by the notification letter. The Company has a compliance period of 180 calendar days, or until July 5, 2016, to regain compliance with Nasdaq's minimum bid price requirement. Compliance would be regained if the minimum bid price for the Company's common shares were to be at or above $1.00 per share for a minimum of 10 consecutive business days before the expiration of the grace period. If the Company does not regain compliance in that period, it may be eligible for an additional grace period if it satisfies the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement, and provides written notice of its intention to cure the deficiency during the second compliance period. The Company intends to monitor the closing bid price of its common stock between now and July 5, 2016 and is considering all options that will allow its common shares to remain listed on the Nasdaq. About Star Bulk Star Bulk (NASDAQ:SBLK) is a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Star Bulk's vessels transport major bulks, which include iron ore, coal and grain and minor bulks which include bauxite, fertilizers and steel products. Star Bulk was incorporated in the Marshall Islands on December 13, 2006 and maintains executive offices in Athens, Greece. Its common stock trades on the Nasdaq Global Select Market under the symbol "SBLK". On a fully delivered basis, Star Bulk will have a fleet of 80 vessels, with an aggregate capacity of 9.0 million dwt, consisting of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax, Supramax and Handymax vessels with carrying capacities between 45,588 dwt and 209,537 dwt. Its fleet currently includes 70 operating vessels and 19 newbuilding vessels under construction at shipyards in Japan and China. Additionally, the Company has one chartered-in Supramax vessel, under a time charter expiring in September 2017. SUNTECH AMERICA: Seeks July 7 Extension of Solicitation Period -------------------------------------------------------------- Suntech America, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to further extend the period by which they have exclusive right to file a Chapter 11 plan through and including May 6, 2016, and the period by which they have exclusive right to solicit acceptances of that plan through and including July 7, 2016. According to Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, if a competing plan or plans were to be filed or proposed at this time, it would necessarily result in costly disruption and distraction at a time when the entirety of the Debtors' focus should be on confirming the Combined Plan and Disclosure Statement. Therefore, maintaining the exclusive right to file and solicit votes on a chapter 11 plan is -- more than ever -- critical to the success of these Chapter 11 Cases, Mr. Shapiro asserts. Accordingly, the Debtors seek further extension of the Exclusivity Periods to allow them to continue focusing on obtaining the Bankruptcy Court's approval and confirmation of the Combined Plan and Disclosure Statement. The Chapter 11 Plan In November 2015, the Debtors filed a Combined Disclosure Statement and Chapter 11 Plan of Liquidation, which serve as the culmination of extensive negotiations between the Debtors, the Official Committee of Unsecured Creditors, The Solyndra Residual Trust and Wuxi Suntech Power Co., Ltd./Suntech Power Asia Pacific. Solyndra asserts a $1.5 billion Claim against the Debtors, and Wuxi asserts Claims against the Debtors in the aggregate amount of more than $145 million. The Debtors have agreed to settle the Wuxi and Solyndra Claims and agreed that the Claims will be Allowed in the amounts of $216,265,149 and $144,176,766, respectively, and Solyndra and Wuxi will receive a total Distribution of $10,312,500, plus 60% of the total value of any Additional Assets. Holders of other general unsecured claims estimated to total $6 million will split $1.8 million in cash, for a recovery of approximately 30 percent. A full-text copy of the Combined Plan and Disclosure Statement, dated Nov. 17, 2015, is available at http://bankrupt.com/misc/SUNTECHplan1117.pdf Judge Christopher S. Sontchi will convene a hearing on Jan. 13, 2016 at 10:00 a.m. (prevailing Eastern Time) to consider whether Suntech America, Inc., et al.'s Combined Chapter 11 Plan of Liquidation and Disclosure Statement contains "adequate information" within the meaning of Section 1125(a) of the Bankruptcy Code. The Debtors are represented by: Mark D. Collins, Esq. Paul N. Heath, Esq. Zachary I. Shapiro, Esq. Rachel L. Biblo, Esq. RICHARDS, LAYTON & FINGER, P.A. 920 N. King Street Wilmington, DE 19801 Tel: 302-651-7700 Fax: 302-651-7701 Email: collins@rlf.com heath@rlf.com shapiro@rlf.com biblo@rlf.com About Suntech America Headquartered in San Francisco, California, Suntech America, Inc., aka Suntech Power, an affiliate of Wuxi, China-based Suntech Power Holdings Corp., was the main operating subsidiary of the Suntech Group in the Americas and its primary business purpose was acting as an intermediary for marketing, selling and distributing Suntech Group manufactured products. Suntech America, Inc., and Suntech Arizona, Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 15-10054 and 15-10056) on Jan. 12, 2015. Judge Christopher S. Sontchi presides over the cases. Mark D. Collins, Esq., Paul Noble Heath, Esq., William A. Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. Upshot Services LLC is the Debtors' claims and noticing agent. The Debtors estimated their assets at between $100 million and $500 million, and their debts at between $100 million and $500 million. TAYLOR-WHARTON INT'L: Says Employing Nixon Peabody Neccessary ------------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported that cryogenic tank manufacturer Taylor-Wharton International on Jan. 8, 2016, in Delaware bankruptcy court defended its bid to retain Nixon Peabody LLP following an objection from unsecured creditors, saying the firm is needed to defend product liability lawsuits brought against units that are not in Chapter 11. The Company said in court papers that contrary to the assertion of the Debtor's unsecured creditors committee, some of its business units not in Chapter 11 are facing lawsuits that are not shielded by the automatic bankruptcy stay. 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. TEMPNOLOGY LLC: Court Overrules Objection to Asset Sale ------------------------------------------------------- Tempnology, LLC, conducted an auction on November 5, 2015, at which Schleicher & Stebbins Hotels, L.L.C., the stalking horse bidder, was declared the successful bidder for substantially all of the Debtor's assets. The Debtor now seeks authority from the bankruptcy court to sell, free and clear of liens, claims, encumbrances, and other interests, except as provided by the asset and purchase agreement, its assets. Mission Product Holdings, Inc., objects to the conduct of the auction and sale for various reasons and challenges S&S's right to credit bid any prepetition debt. In a Memorandum Opinion dated December 18, 2015, which is available at http://is.gd/MgMxuNfrom Leagle.com, Judge J. Michael Deasy of the United States Bankruptcy Court for the District of New Hampshire overruled the objection for lack of merit, and approved the sale. The case is In re: Tempnology, LLC, Chapter 11, Debtor, Bk. No. 15-11400-JMD (Bankr. D.N.H.). Tempnology LLC, Debtor, is represented by Christopher M. Desiderio, Esq. -- cdesiderio@nixonpeabody.com -- Nixon Peabody, LLC, Lee Harrington, Esq. -- lharrington@nixonpeabody.com Nixon Peabody, LLP, Daniel W. Sklar, Esq. -- dsklar@nixonpeabody.com -- Nixon Peabody LLP. About Tempnology LLC Tempnology LLC, doing business as Coolcore, sought Chapter 11 protection (Bankr. D.N.H Case No. 15-11400) in Manchester, New Hampshire on Sept. 1, 2015. The petition was signed by Kevin McCarthy, CEO. Judge Bruce A. Harwood presides over the case. Tempnology tapped Christopher M. Desiderio, Esq. -- cdesiderio@nixonpeabody.com -- Nixon Peabody, LLC, Lee Harrington, Esq. -- lharrington@nixonpeabody.com -- Nixon Peabody, LLP, Daniel W. Sklar, Esq. -- dsklar@nixonpeabody.com -- Nixon Peabody LLP, as counsel. The Debtor also tapped Phoenix Capital Partners as investment banker. The Debtor disclosed $2.7 million in total assets and $6.2 million and total debt. TENET HEALTHCARE: Confirms Adjusted EBITDA Outlook for Q4 --------------------------------------------------------- Tenet Healthcare Corporation participated in an investor conference and confirmed its expectation that the Company's Adjusted EBITDA for the fourth quarter ended Dec. 31, 2015, will be within the Adjusted EBITDA Outlook range ($587MM to $637MM) for the fourth quarter that was previously disclosed in the Company's earnings release for the quarter ended Sept. 30, 2015. Adjusted EBITDA is a non-GAAP term that is defined by the Company as net income (loss) attributable to Tenet Healthcare Corporation common shareholders before various charges, including litigation and investigation costs. The investor relations website www.tenethealth.com/investors and the Q3 Release contain additional information and disclosures regarding the Company's financial performance, including reconciliations between non-GAAP measures and related GAAP measures. About Tenet Tenet Healthcare Corporation -- http://www.tenethealth.com/-- is a national, diversified healthcare services company with 110,000 employees united around a common mission: to help people live happier, healthier lives. The company operates 80 hospitals, 214 outpatient centers, six health plans and Conifer Health Solutions, a leading provider of healthcare business process services in the areas of revenue cycle management, value based care and patient communications. Tenet Healthcare reported net income attributable to the Company's shareholders of $12 million for the year ended Dec. 31, 2014, compared to a net loss attributable to the Company's shareholders of $134 million during the prior year. As of Sept. 30, 2015, the Company had $23.2 billion in total assets, $20.5 billion in total liabilities, $1.68 billion in redeemable noncontrolling interests in equity of consolidated subsidiaries and $1.01 billion in total equity. * * * Tenet carries a 'B' IDR from Fitch Ratings, 'B' corporate credit rating from Standard & Poor's Ratings Services and 'B1' Corporate Family Rating from Moody's Investors Service. TERESA GIUDICE: Husband Stays Free of Contract Fraud Claims ----------------------------------------------------------- Jeannie O'Sullivan at Bankruptcy Law360 reported that the New Jersey Appellate Division refused to revive a real estate investor's multiple contract claims against the husband of "Real Housewives of New Jersey" star Teresa Giudice and a malpractice claim against one of couple's lawyers, handing a legal victory to the embattled reality television pair. About the Giudices In June 2010, Teresa Giudice, who portrays a role in Real Housewives of New Jersey, and her husband, Joe, filed for bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in New Jersey. The Giudices owe creditors $10.85 million. Chapter 7 trustee John Sywilok sued the Giudices. The suit claimed that the Debtors concealed key documents about their finances and business transactions. Mr. Sywilok also accused the couple of making false statements under oath about their assets, income and expenses. THERAPETICSMD INC: Offering 15.2 Million Common Shares ------------------------------------------------------ TherapeuticsMD, Inc., entered into an underwriting agreement with Goldman, Sachs & Co., and Cowen and Company, LLC, as the representatives of the several underwriters, relating to an underwritten public offering of 15,151,515 shares of the Company's common stock, par value $0.001 per share, at a public offering price of $8.25 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an aggregate of 2,272,727 additional shares of Common Stock, which option has been exercised in full. The net proceeds to the Company from the offering are expected to be approximately $134.9 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The offering is expected to close on Jan. 12, 2016. About TherapeuticsMD Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a women's healthcare product company focused on creating and commercializing products targeted exclusively for women. The Company currently manufactures and distributes branded and generic prescription prenatal vitamins as well as over-the-counter vitamins and cosmetics. The Company is currently focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies. TherapeuticsMD reported a net loss of $54.2 million on $15.02 million of net revenues for the year ended Dec. 31, 2014, compared with a net loss of $28.4 million on $8.77 million of net revenues for the year ended Dec. 31, 2013. As of Sept. 30, 2015, the Company had $90.5 million in total assets, $12.9 million in total liabilities and $77.6 million in total stockholders' equity. TRANSGENOMIC INC: Randal Kirk Reports 35.6% Stake as of Jan. 6 -------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Randal J. Kirk disclosed that as of Jan. 6, 2016, he beneficially owns 8,464,848 shares of common stock of Transgenomic, Inc., representing 35.6 percent of the shares outstanding. The following reporting persons also disclosed beneficial ownership of the Company's common stock: Common Stock Beneficially Percent Name Owned of Class ---- ------------ -------- Third Security, LLC 8,464,848 35.6% Third Security Senior Staff 2008 LLC 3,385,940 14.3% Third Security Staff 2010 LLC 2,416,180 10.2% Third Security Incentive 2010 LLC 1,692,969 7.1% Third Security Staff 2014 LLC 969,759 4.1% A copy of the regulatory filing is available for free at: http://is.gd/dO0g6n About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. Transgenomic reported a net loss available to common stockholders of $15.1 million in 2014, a net loss available to common stockholders of $16.7 million in 2013 and a net loss available to common stockholders of $8.98 million in 2012. As of Sept. 30, 2015, the Company had $24.5 million in total assets, $17.7 million in total liabilities and $6.71 million in total stockholders' equity. Ernst & Young LLP, in Hartford, Connecticut, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. UTSTARCOM HOLDINGS: Appoints Tim Ti Chief Executive Officer ----------------------------------------------------------- UTStarcom named Mr. Tim Ti as the Company's new chief executive officer and announced changes to the board of directors. Mr. Ti brings more than 20 years of business and management expertise to the Company. He previously served as the CEO of Virtual Gateway Labs, Inc., a subsidiary of UTStarcom. Prior to that, Mr. Ti served various roles at UTStarcom, including senior vice-president of Advanced Network Architecture Technologies, senior vice-president of Research & Development, and General Manager of the Broadband Business Unit. Before joining UTStarcom, Mr. Ti was the Director of Application & Marketing of Advanced Communication Devices Corporation, which was acquired by UTStarcom in 2001. He received a Master of Science degree in Computer Engineering from Santa Clara University in 1993. "I am honored to have been given this opportunity to lead UTStarcom at an exciting juncture for the Company. UTStarcom has a talented and proven R&D and business development team that I have been privileged to lead for many years," said Mr. Ti. "I am confident that together our team can deliver new and exciting products to meet fast and growing demand from our current and future customers." The Board has appointed Mr. Guoping Gu as a new director, effective Jan. 11, 2016. Mr. William Wong has resigned from the Board. Mr. Wong has served as the CEO and as a director since August 2012. Mr. Gu brings more than 17 years of business and management expertise to UTStarcom's Board of Directors. He currently serves as the Chairman of the Board of Shanghai Phicomm Communication Co., Ltd. On Dec. 4, 2015, Smart Soho, an investment holding company led by Mr. Gu, acquired 5,000,000 ordinary shares of UTStarcom and plans to acquire additional 6,739,932 ordinary shares in the first half of 2016. "I appreciate the opportunity to serve as a member of the board of directors of UTStarcom," said Mr. Gu. " The telecom and networking industry is undergoing rapid changes. I am very excited about the promising opportunities in front of us and have full confidence in the future growth of UTStarcom. Phicomm is a R&D oriented high technology company offering software and hardware solutions and products in cloud computing and data communication. I firmly believe the collaboration between UTStarcom and Phicomm will create a win-win situation for both companies." "I am very pleased to welcome Mr. Gu to our Board. UTStarcom looks forward to work closely with Phicomm to explore exciting opportunities around the globe," said Mr. Himanshu Shah, chairman of the Board of UTStarcom. "Furthermore, Tim has demonstrated his leadership in his fourteen year tenure in various senior positions at UTStarcom and we could not be more pleased to appoint an executive of Tim's experience and caliber to lead UTStarcom through its next stage of growth and achievement. I would also like to take this opportunity to thank William for his contribution to the company. Without his leadership, UTStarcom would not have completed its restructuring and built a solid foundation for future growth." The Company hosted a conference call to discuss the changes to the Company's leadership on Jan. 12, 2016. A replay of the call will be available two hours after the end of the conference call until 11:59p.m.U.S. Eastern Time on Jan. 19, 2016. The conference call replay numbers are as follows: United States: +1-866-846-0868 Hong Kong: 800-966-697 China: 4001-842-240 International: +61-2-9641-7900 The replay passcode for accessing the recording is 9905255. Investors will also have the opportunity to listen to the live conference call and the replay over the Internet through the investor relations section of UTStarcom's web site at http://www.utstar.com. About UTStarcom, Inc. UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a global leader in IP-based, end-to-end networking solutions and international service and support. The Company sells its solutions to operators in both emerging and established telecommunications markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks. The Company's headquarters are currently in Alameda, California, with its research and design operations primarily in China. UTStarcom reported a net loss of $30.3 million in 2014, a net loss of $22.7 million in 2013 and a net loss of $34.4 million in 2012. As of Sept. 30, 2015, the Company had $209.41 million in total assets, $105 million in total liabilities and $104 million in total equity. VAPOR HUB: Faces Liquidity Constraints, Going Concern Doubt ----------------------------------------------------------- Vapor Hub International Inc. has substantial doubt about its ability to continue as a going concern as it continues to face liquidity and capital constraints, according to Kyle Winther, chief executive officer, and Lori Winther, chief financial officer of the company in a regulatory filing with the U.S. Securities and Exchange Commission on November 16, 2015. The officers pointed out: "The company's cash balance as of September 30, 2015 along with its net loss and negative cash flow from operations, raise substantial doubt about its ability to continue as a going concern. "The company continues to face liquidity and capital resources constraints and does not believe that the proceeds from its debt facilities along with its operating cash flows will be sufficient to meet its financing needs for the next twelve months. "On November 3, 2015, we entered into a financing arrangement pursuant to which we received cash proceeds of approximately $93,616 from B of I Federal Bank. Notwithstanding the foregoing financing event, we continue to face liquidity and capital resources constraints. "The extent of the company's future capital requirements will depend on many factors, including the company's results from operations and the growth rate of the company's business. The company's near term objective is to raise debt or equity capital to fund its immediate cash needs and to finance its longer term growth. The company is also pursuing various means to increase revenues, reduce operating costs and to improve overall cash flow. "The company presently does not have any arrangements for additional financing. However, the company continues to evaluate various financing strategies to support its current operations and fund its future growth." At September 30, 2015, the company had total assets of $1,098,368, total liabilities of $1,580,204 and total stockholders' deficit of $481,836. Net loss was $74,153 for the three months ended September 30, 2015 and net income was $44,487 for the three months ended September 30, 2014. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/gv2z4bj Vapor Hub International Inc. (VHUB) is a Simi Valley, California-based company engaged in the development, production and sale of electronic cigarette products, including e-liquids, mechanical mod e-cigarettes, and related custom products. VERITEQ CORP: Incurs $4.80 Million Net Loss in Second Quarter ------------------------------------------------------------- Veriteq Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $4.80 million on $188,000 of sales for the three months ended June 30, 2015, compared to a net loss of $5.55 million on $21,000 of sales for the same period in 2014. For the six months ended June 30, 2015, the Company reported a net loss of $5.61 million on $283,000 of sales compared to a net loss of $933,000 on $95,000 of sales for the same period a year ago. As of June 30, 2015, the Company had $1.19 million in total assets, $12.8 million in total liabilities, $1.84 million in series D preferred stock and a stockholders' deficit of $13.5 million. Liquidity and Capital Resources "We have incurred significant operating losses and have not generated significant revenues since our inception. At June 30, 2015 we had a working capital deficit of $10.2 million and a nominal cash balance. Our cash position is critically deficient, and certain payments essential to our ability to operate are not being made in the ordinary course, or at all. Failure to raise capital in the coming days to fund our operations will have a material adverse effect on our financial condition, raising substantial doubt about our ability to continue as a going concern. We currently do not have sufficient cash or other financial resources to fund our operations and meet our obligations, including approximately $8.4 million of total indebtedness that will become due, for the next twelve months. While we anticipate that a substantial portion of this indebtedness will be converted into shares of our common stock or satisfied through the return of certain assets, there can be no assurances that we will not receive demands for cash payments on this indebtedness." A full-text copy of the Form 10-Q is available for free at: http://is.gd/PEI9XI About VeriTeQ VeriTeQ (formerly known as Digital Angel Corporation) develops innovative, proprietary RFID technologies for implantable medical device identification, and dosimeter technologies for use in radiation therapy treatment. VeriTeQ -- http://www.veriteqcorp.com/-- offers the world's first FDA cleared RFID microchip technology that can be used to identify implantable medical devices, in vivo, on demand, at the point of care. VeriTeQ's dosimeters provide patient safety mechanisms while measuring and recording the dose of radiation delivered to a patient in real time. Veriteq reported a net loss of $3.91 million on $151,000 of sales for the year ended Dec. 31, 2014, compared to a net loss of $18.2 million on $18,000 of sales for the year ended Dec. 31, 2013. EisnerAmper LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred recurring net losses, and at Dec. 31, 2014, had negative working capital and a stockholders' deficit. These events and conditions raise substantial doubt about the Company's ability to continue as a going concern. WAINWRIGHT BROTHERS: Case Summary & 14 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Wainwright Brothers Farms, LLC 405 SW 11th Street, #104 Live Oak, FL 32064 Case No.: 16-00112 Chapter 11 Petition Date: January 13, 2016 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: 813-877-4669 Fax: 813-877-5543 Email: Nancy@TampaEsq.com Total Assets: $1.94 million Total Liabilities: $1.46 million The petition was signed by Jason B. Wainwright, managing member. A list of the Debtor's 14 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb16-00112.pdf WALTER ENERGY: Can Implement KERP, Transfer $2MM to Trust --------------------------------------------------------- Walter Energy, Inc., et al., sought bankruptcy court authority to implement a key employee retention plan, which, according to the Debtors, is a reasonable exercise of their business judgement based on the substantial and detailed testimony offered in support of the motion. In a Memorandum Opinion and Order dated December 28, 2015, which is available at http://is.gd/lddjNXfrom Leagle.com, Judge Tamara O. Mitchell of the United States Bankruptcy Court for the Northern District of Alabama, Southern Division, approved the KERP in its entirety and the documents identified by the Debtors as the proposed communication to the key employees are similarly approved. Judge Mitchell also authorized the Debtors to create the Prefunded Trust and transfer $2,015,234 into the Prefunded Trust for, subject to the KERP and terms of the Prefunded Trust, the express purpose of paying the Retention Award to the Key Employees and the costs of administering the Prefunded Trust. The Key Employees will constitute the only beneficiaries of the Prefunded Trust. Once funded, the Prefunded Trust and its assets are not property of the Debtors' estates and neither the Prefunded Trust nor its assets will be subject to claims of the Debtors' creditors, successors or assigns, including any trustee appointed in these Chapter 11 Cases or in any Chapter 7 case if the Chapter 11 Cases are converted, the court ruled. The case is In re: WALTER ENERGY, INC., et al., Chapter 11, Debtors, Case No. 15-02741-TOM11, Jointly Administered (Bankr. N.D. Ala.). Walter Energy, Inc., et al., Jointly Administered, Debtor, represented by Allan J. Arffa, Esq. -- aarffa@paulweiss.com -- Paul, Weiss, Rifkind, Wharton & Garrison, James Blake Bailey, Esq. -- jbailey@babc.com -- Bradley Arant Boult Cummings LLP, Jay R. Bender, One Federal Place, Patrick Darby, Esq. -- pdarby@babc.com -- Bradley Arant Boult Cummings, LLP, Robert N. Kravitz, Esq. -- rkravitz@paulweiss.com -- Paul, Weiss, Rifkind, Wharton & Garrison, Jayna Partain Lamar, Maynard, Cooper & Gale, P.C., Daniel J. Leffell, Esq. -- dleffell@paulweiss.com -- Paul, Weiss, Rifkind, Wharton & Garrison, Cathleen C Moore, Esq. -- cmoore@babc.com -- Bradley Arant Boult Cummings LLP, Dan Youngblut, Esq. -- dyoungbluth@paulweiss.com -- Paul, Weiss, Rifkind, Wharton & Garrison. sshimshak@paulweiss.com UMWA 1974 Pension Plan and Trust, Creditor Committee, is represented by Robert Moore Weaver, Esq. -- Quinn, Connor, Weaver, Davies & Rouco LL. About Walter Energy Walter Energy -- http://www.walterenergy.com/-- is a publicly traded "pure-play" metallurgical coal producer for the global steel industry with strategic access to steel producers in Europe, Asia and South America. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 2,700 employees, with operations in the United States, Canada and the United Kingdom. For the year ended Dec. 31, 2014, the Company reported a net loss of $471 million following a net loss of $359 million in 2013. Walter Energy, Inc., and its affiliates sought Chapter 11 protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama on July 15, 2015, after signing a restructuring support agreement with first-lien lenders. Walter Energy disclosed total assets of $5.2 billion and total debt of $5 billion as of March 31, 2015. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree Deakins LLP, as labor and employment counsel; Maynard, Cooper & Gale, P.C., as special counsel; Blackstone Advisory Services, L.P., as investment banker; AlixPartners, LLP, as financial advisor, and Kurtzman Carson Consultants LLC, as claims and noticing agent. The Bankruptcy Administrator for the Northern District of Alabama appointed an Official Committee of Unsecured Creditors and an Official Committee of Retirees. The Creditors Committee tapped Morrison & Foerster LLP and Christian & Small LLP as attorneys. The Retiree Committee retained Adams & Reese LLP and Jenner & Block LLP as attorneys. The informal group of certain unaffiliated First Lien Lenders and First Lien Noteholders (the "Steering Committee") retained Akin, Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard Freres & Co. LLC as financial advisor. WALTER ENERGY: Gets Approval to Sell Assets to Coal Acquisition --------------------------------------------------------------- Walter Energy Inc. received court approval to sell most of its assets to a company owned by its lenders in exchange for cancelling $1.25 billion of its debt. The order, issued by U.S. Bankruptcy Judge Tamara Mitchell, approved the sale of the company's assets, including its mines in Alabama, in exchange for the cancellation of its debt and payment of $5.4 million in cash from Coal Acquisition LLC. Judge Mitchell signed off on the deal after a court-supervised auction for the assets failed to attract rival buyers. Assets owned by Walter Coke Inc., the company's subsidiary, were not included in the sale after Coal Acquisition decided not to purchase those assets, according to court filings. The sale has faced fierce opposition from union workers and retirees who criticized Walter Energy's move to end retiree benefits and reject its labor pact in order for the company to consummate the sale. On Jan. 12, the United Mine Workers of America, which represents over 1,280 Walter Energy workers, filed a notice it will appeal the bankruptcy judge's order. The deal has also drawn opposition from Caterpillar Financial Services Corp. and Arch Insurance Co. Arch Insurance wants the coal producer to put a mechanism in place to ensure that it complies with environmental laws. Meanwhile, Caterpillar Financial opposes the sale of the assets "free and clear" of its lien in certain collateral. The company continues to negotiate with Walter Energy to resolve its objection, according to court filings. Walter, Committee Ink Settlement In connection with the sale, Walter Energy entered into a settlement with the official committee representing its unsecured creditors. The agreement calls for Coal Acquisition's assumption of an estimated $115 million to $122 million in liabilities and a distribution of equity in the buyer to unsecured creditors. The company will also acquire and waive all causes of action under Chapter 5. In exchange, the committee consented to the sale and agreed not to challenge the lenders' liens, according to court filings. The settlement has already been approved by the U.S. Bankruptcy Court for the Northern District of Alabama. A copy of the order is available for free at http://is.gd/yginV2 BOKF N.A., an indenture trustee, dropped its objection to the settlement after Coal Acquisition agreed to pay the bank its fees and expenses in an amount not to exceed $275,000 at the closing of the sale. About Walter Energy Walter Energy -- http://www.walterenergy.com/-- is a publicly traded "pure-play" metallurgical coal producer for the global steel industry with strategic access to steel producers in Europe, Asia and South America. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 2,700 employees, with operations in the United States, Canada and the United Kingdom. For the year ended Dec. 31, 2014, the Company reported a net loss of $471 million following a net loss of $359 million in 2013. Walter Energy, Inc., and its affiliates sought Chapter 11 protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama on July 15, 2015, after signing a restructuring support agreement with first-lien lenders. Walter Energy disclosed total assets of $5.2 billion and total debt of $5 billion as of March 31, 2015. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree Deakins LLP, as labor and employment counsel; Maynard, Cooper & Gale, P.C., as special counsel; Blackstone Advisory Services, L.P., as investment banker; AlixPartners, LLP, as financial advisor, and Kurtzman Carson Consultants LLC, as claims and noticing agent. The Bankruptcy Administrator for the Northern District of Alabama appointed an Official Committee of Unsecured Creditors and an Official Committee of Retirees. The Creditors Committee tapped Morrison & Foerster LLP and Christian & Small LLP as attorneys. The Retiree Committee retained Adams & Reese LLP and Jenner & Block LLP as attorneys. The informal group of certain unaffiliated First Lien Lenders and First Lien Noteholders (the "Steering Committee") retained Akin, Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard Freres & Co. LLC as financial advisor. WASCO INC: District Court Reverses Order Confirming Ch. 11 Plan --------------------------------------------------------------- Judge Todd J. Campbell of the United States District Court for the Middle District of Tennessee, Nashville Division, reversed the bankruptcy court's orders confirming the Second Amended Joint Chapter 11 Plan of Wasco, Inc., and Lovell's Masonry, Inc., and denying the motion to dismiss filed by the Bricklayers and Trowel Trades International Pension Fund, the International Pension Fund, and the International Union of Bricklayers and Allied Craftworkers its Local Affiliated Union #8 Southeast (formerly Local #5 of Tennessee). The Debtors had a partially unionized work force and had collective bargaining agreements with the Union. The CBAs required the Debtors to make contributions to the Pension Fund, a "multiemployer plan" governed by ERISA, as amended by the Multiemployer Pension Plan Amendments Act. The MPPAA required that a withdrawing employer pay its share of the plan's unfunded liability. When the debtors elected not to renew their most recent CBA which expired on April 30, 2011, their contributions to the Pension Fund ceased, thus triggering their "withdrawal liability." The Pension Fund determined this to be $6.35 million dollars to be satisfied in monthly interim withdrawal liability payments beginning in February 2012. When the debtors stopped making payments, the Pension Fund filed suit in the United States District Court for the District of Columbia for the unpaid interim withdrawal liability obligations. The said court granted the motion for judgment on the pleadings brought by the Trustees of the Pension Fund, but was not able to enter a final order because on January 6, 2015, Wasco and Lovell's filed their chapter 11 bankruptcy petitions in the United States Bankruptcy Court for the Middle District of Tennessee. Wasco and Lovell's filed their Amended Joint Chapter 11 Plan on June 9, 2015 then subsequently filed a Second Amended Plan prior to the confirmation hearing. The Pension Fund and the Union objected to the plan and also filed a motion to dismiss on the basis of the debtors' alleged bad faith. After the confirmation hearing on August 19-21, 2015, the bankruptcy court denied the Pension Fund's and the Union's motion to dismiss and confirmed the plan. The Pension Fund and the Union argued that Wasco and Lovell's did not file for the purpose of reorganizing, but for discharging its withdrawal liability debt. Judge Campbell held that the debtors' only having a few unsecured creditors, their evasion of the D.C. District Court's order through the filing for bankruptcy, and their pre-petition conduct of engaging in insider financial transactions are factors that can support a finding of bad faith. The judge concluded that the debtors' purpose for the bankruptcy filing was to frustrate the ability of the Pension Fund and the Union to collect the withdrawal liability to which they were legally entitled. The case is BRICKLAYERS AND TROWEL TRADES INTERNATIONAL PENSION FUND and INTERNATIONAL UNION OF BRICKLAYERS AND ALLIED CRAFTWORKERS and ITS LOCAL AFFILIATED UNION #8 SOUTHEAST (FORMERLY LOCAL #5 OF TENNESSEE), Appellants, v. WASCO, INC. AND LOVELL'S MASONRY, INC. Appellees, No. 3:15-cv-00977, Case No. 3:15-bk-00068 (M.D. Tenn.). A full-text copy of Judge Campbell's December 23, 2015 memorandum opinion is available at http://is.gd/6AWdiTfrom Leagle.com. Bricklayers and Trowel Trades International Fund is represented by: Charles W. Cook, III, Esq. ADAMS AND REESE LLP Fifth Third Center 424 Church Street, Suite 2700 Nashville, TN 37219 Tel: (615)259-1450 Fax: (615)259-1470 Email: charles.cook@arlaw.com -- and -- Jeffrey Rhodes, Esq. DICKSTEIN SHAPIRO LLP 1825 Eye Street NW Washington, DC 20006-5403 Tel: (202)420-2200 Fax: (202)420-2201 Email: rhodesj@dicksteinshapiro.com -- and -- Steven B. Smith, Esq. DICKSTEIN SHAPIRO LLP 1633 Broadway New York, NY 10019-6708 Tel: (212)277-6500 Fax: (212)277-6501 Email: smiths@dicksteinshapiro.com Allied Craftworkers is represented by: Charles W. Cook, III, Esq. ADAMS AND REESE LLP Fifth Third Center 424 Church Street, Suite 2700 Nashville, TN 37219 Tel: (615)259-1450 Fax: (615)259-1470 Email: charles.cook@arlaw.com -- and -- Frederick Perillo, Esq. Sara J. Geenen, Esq. THE PREVIANT LAW FIRM, S.C. 1555 N. RiverCenter Drive, Suite 202 Milwaukee, WI 53212 Tel: (888)213-0123 Wasco, Inc. and Lovell's Masonry, Inc. are represented by: Craig Vernon Gabbert, Jr., Esq. Glenn B. Rose, Esq. Tracy M. Lujan, Esq. Richard Alexander Payne, Esq. HARWELL, HOWARD, HYNE, GABBERT & MANNER, P.C. 333 Commerce Street Suite 1500 Nashville, TN 37201 Tel: (615)256-0500 Fax: (615)251-1059 Email: craig.gabbert@h3gm.com glenn.rose@h3gm.com tracy.lujan@h3gm.com alex.payne@h3gm.com Official Unsecured Creditors Committee, Interested Party, is represented by: Daniel H. Puryear, Esq. PURYEAR LAW GROUP 102 Woodmont Boulevard Woodmont Centre Suite 520 Nashville, TN 37205 Tel: (615)630-6601 Fax: (615)630-6602 Email: dpuryear@puryearlawgroup.com Kingston Capital, LLC, Interested Party, is represented by: Gene L. Humphreys, Esq. Paul G. Jennings, Esq. BASS, BERRY & SIMS Email: ghumphreys@bassberry.com pjennings@bassberry.com Headquartered in Nashville, Tennessee, WASCO, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 15-00068) on Jan. 6, 2015, estimating assets between $1 million and $10 million and its liabilities between $10 million and $50 million. The petition was signed by William A. Sneed, Jr., chief executive officer. Judge Keith M Lundin presides over the case. David Phillip Canas, Esq., Craig Vernon Gabbert, Jr., Esq., Barbara Dale Holmes, Esq., Tracy M Lujan, Esq., R. Alex Payne, Esq., and Glenn Benton Rose, Esq., at Harwell Howard Hyne Gabbert & Manner PC, serve as the Debtor's bankruptcy counsel. WORLD WIDE WHEAT: 341 Meeting of Creditors Set for Jan. 26 ---------------------------------------------------------- A meeting of creditors of World Wide Wheat LLC is set to be held on Jan. 26, 2016, at 9:30 a.m., according to a filing with the U.S. Bankruptcy Court in Arizona. The meeting will be held at the U.S. Trustee Meeting Room, Suite 102, 230 N. First Avenue, Phoenix, Arizona. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About World Wide Wheat World Wide Wheat-Australia, LLC (Case No. 14-15807) and World Wide Wheat, LLC (Case No. 15-15808) filed Chapter 11 bankruptcy petitions (Bankr. D. Ariz.) on Dec. 16, 2015. The petition was signed by Barbara Richardson, member and manager. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. Vandeventer Law represents the Debtors as counsel. Judge Madeleine C. Wanslee has been assigned the case. ZION PARK: Moody's Affirms 'Ba1' Rating on GOULT Debt ----------------------------------------------------- Summary Rating Rationale Moody's Investors Service has affirmed the Ba1 rating on Zion Park District, IL's outstanding general obligation unlimited tax (GOULT) debt and the Ba2 rating on the district's general obligation limited tax (GOLT) debt certificates. The Ba1 rating applies to $1.3 million in outstanding GOULT alternate revenue debt. The Ba2 rating applies to $380,000 in outstanding GOLT debt certificates. The outlook is negative. The Ba1 rating reflects the district's significantly depreciated tax base with weak growth prospects; limited revenue raising ability as the district is operating at property tax rate caps in all of its major operating funds; and limited Operating Fund cash reserves. Also incorporated in the rating is the district's reliance on regular borrowing to support debt service payments for outstanding debt, a common practice among Illinois park districts, including plans to fully leverage its debt service extension base (DSEB) to support payment of outstanding GOULT bonds. The district's Ba2 debt certificate rating reflects the lack of a dedicated property tax levy for repayment of debt service, along with the district's limited liquidity position. Rating Outlook The negative outlook reflects our expectation that the district's finances will remain limited as well as the consideration that any further material declines in the tax base may result in restricted operating flexibility since the district levies to the maximum in all of its operating funds. Factors that Could Lead to an Upgrade Stabilization or material growth in the district's tax base Sustained operational balance that results in growth in operating liquidity Factors that Could Lead to a Downgrade Further deterioration of the district's tax base Erosion of operating liquidity Legal Security The district's outstanding rated GO and GOLT debt represent two different security types. Approximately $1.3 million is secured by the district's GO alternate revenue pledge, which is ultimately secured by the district's property tax pledge that is unlimited by rate or amount. The district also has $380,000 of outstanding debt certificates which do not benefit from a designated levy. Use of Proceeds Not applicable. Obligor Profile The Zion Park District is located in Lake County, IL and is essentially coterminous with the city of Zion along Lake Michigan between the cities of Milwaukee and Chicago. The district serves a resident population of approximately 24,400, according to the 2010 census, although management reports that many of the district's services, programs and facilities are utilized by residents of nearby communities. The district owns and manages over 600 acres of land, a field house, fitness center, three recreation centers, an outdoor water park, and two golf courses. ZOGENIX INC: Sabby Healthcare Reports 6.1% Stake as of Dec. 31 -------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Sabby Healthcare Master Fund, Ltd., Sabby Management, LLC and Hal Mintz disclosed that as of Dec. 31, 2015, they beneficially own 1,518,200 shares of common stock of Zogenix, Inc., representing 6.13 percent of the shares outstanding. Sabby Management, LLC, a Delaware limited liability company, indirectly owns 1,518,200 shares of Common Stock because it serves as the investment manager of Sabby Healthcare Master Fund, Ltd. Mr. Mintz indirectly owns 1,518,200 shares of Common Stock in his capacity as manager of Sabby Management, LLC. A copy of the regulatory filing is available for free at: http://is.gd/yMcoDU About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. Zogenix reported net income of $8.58 million in 2014 following a net loss of $80.85 million in 2013. As of June 30, 2015, the Company had $246.7 million in total assets, $138.6 million in total liabilities and $108.1 million in total stockholders' equity. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's recurring losses from operations and negative cash flows from operating activities raise substantial doubt about its ability to continue as a going concern. ZUCKER GOLDBERG: Creditors Call Liquidation Plan "Ill-Conceived" ---------------------------------------------------------------- Aebra Coe at Bankruptcy Law360 reported that creditors of Zucker Goldberg & Ackerman LLC objected on Jan. 8, 2016, to the foreclosure law firm's proposed liquidation plan, saying the plan is merely an ill-conceived attempt by the firm's current leadership to retain control. The official committee of unsecured creditors said in its filing that Zucker Goldberg's December disclosure statement and liquidation plan appear to be "ill-conceived documents" that were slapped together with no effort to provide adequate information to creditors but rather as a desperate effort by the firm's principals, Michael Ackerman and Joel Ackerman. 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. [*] Burr & Forman Opens Jacksonville Office With Three Partners --------------------------------------------------------------- Burr & Forman opened an office in Jacksonville, Florida, located at Suite 3000 in the Bank of America Tower, 50 North Laura Street. As part of Burr & Forman's entry into Northeast Florida, three attorneys join as partners: Adrian Rust, J. Ellsworth Summers, Jr. and Michael Waskiewicz. The Jacksonville office is a continuation of Burr & Forman's expansion in Florida, and a direct result of clients' increasing legal needs throughout the state. With these additions, Burr & Forman now has nearly 90 lawyers licensed to practice in Florida, and nearly 300 attorneys firmwide across 10 offices in five Southeastern states. "As Florida continues to experience steady economic growth, this new office and the depth of talent brought by this group allow us to better serve our growing client base throughout the state," said William "Lee" Thuston, managing partner of Burr & Forman. "Their client service philosophy reflects the qualities we pursue, making their additions an excellent fit not only from a geographic perspective, but also from a cultural standpoint. Our Southeastern footprint now includes deep coverage across Florida, with offices in Fort Lauderdale, Jacksonville, Orlando and Tampa, and we are looking to grow in each of these cities." Mr. Rust, who will serve as Burr & Forman's Jacksonville office managing partner, boosts the firm's Lending and Financial Services Litigation practice, and Mesrs. Summers and Waskiewicz become members of the Creditors' Rights and Bankruptcy practice. The group joins Burr & Forman from the Jacksonville law firm Rogers Towers. Mr. Rust counsels lenders in all aspects of commercial loan litigation, mortgage foreclosures, lender liability defense, and other matters related to defaulted loan workouts and collections. He has trial experience in both state and federal courts, and is one of only three attorneys consistently named for the last three years among leading banking and financial services practitioners by Florida Trend. He earned his undergraduate degree from the University of Florida and his law degree from Stetson University. Mr. Summers represents secured and unsecured creditors and committees in bankruptcy and commercial litigation matters. His practice focuses on workouts and other business reorganizations. He earned his undergraduate degree from Hampden-Sydney College and his law degree from Stetson University. After law school, Mr. Summers clerked for the Hon. Stephen C. St. John, chief bankruptcy judge for the Eastern District of Virginia. Mr. Waskiewicz is a commercial litigator with an emphasis on bankruptcy and creditors' rights. He represents secured and unsecured lenders in all aspects of bankruptcy law, and also has extensive experience representing bankruptcy trustees and debtors. He earned his undergraduate degree from the University of Buffalo and his law degree from Widener University School of Law. Burr & Forman's legal team serves clients with local, national, and international legal needs. With particular industry strengths in the financial institutions, health care and manufacturing sectors, the firm's attorneys draw from a diverse range of backgrounds and experience to serve as trusted business advisors and legal counsel to help clients achieve their goals. Burr & Forman is a Southeast, regional firm with nearly 300 attorneys and 10 offices in Alabama, Florida, Georgia, Mississippi, and Tennessee. Visit the firm's Web site at http://www.burr.com/ [*] Coats Rose Merges With Wright Ginsberg ------------------------------------------ Coats Rose Yale Ryman & Lee, P.C., a business transaction and litigation law firm headquartered in Houston, merged with Dallas-based Wright Ginsberg Brusilow, P.C., a business and bankruptcy law firm. The merger grows Coats Rose's Dallas office by more than 500%, with 21 attorneys and 36 total employees bringing the firm to more than 200 employees overall. "This union is a big step forward for Coats Rose as we look to the future of our firm and continued growth across the region," said Rick Rose, managing director, Coats Rose. "Combining our experience and skills will take us to the next level with what we can provide to clients -- they will see immense value in the new practice areas that we now offer further expertise in." Coats Rose currently has offices in Houston, Dallas, Austin, San Antonio and New Orleans, and the merger will increase the firm's total staff by 23%. The merger not only expands the firm's capacity, but also grows its capabilities in various key practice areas. These areas include business reorganization and bankruptcy, business and corporate law, probate and tax, well as wealth preservation planning. Additionally, the merger will strengthen and complement each firms' existing capabilities in commercial litigation and real estate. Founded in 1989, Wright Ginsberg Brusilow has a 26-year track record of excellence in customer service to its clients in diverse legal matters, such as business reorganization and bankruptcy law, business and corporate law, wealth preservation planning, litigation, probate and trust law, real estate law, tax law and tax planning, title insurance services, and intellectual property law. In the merger, Coats Rose Yale Ryman & Lee, P.C. will shorten its name to Coats Rose, P.C. About Coats Rose Coats Rose, P.C., -- http://www.coatsrose.com/-- is a business transaction and litigation law firm based in Houston with a team of more than 100 attorneys who bring value to clients and perform legal work at the highest standards. For over 30 years, the firm has leveraged its vast legal experience to fulfill clients’ needs in numerous transactions and controversies, spanning construction/surety law, real estate law, affordable housing, public finance, bankruptcy and business reorganization, commercial litigation, corporate and securities, insurance law, intellectual property, government relations, labor and employment law, mergers and acquisitions, tax, and wealth planning and preservation. In addition to its headquarters in Houston, Coats Rose has offices in Dallas, Austin, San Antonio and New Orleans. [*] Duane Morris Adds 2 Attorneys to Trial Practice Group --------------------------------------------------------- Duane Morris LLP added two attorneys to the firm's Trial Practice Group. Ugo Colella has joined the firm's Washington, D.C. office as a partner; John J. Zefutie, Jr., has joined the firm's Newark, N.J., office as special counsel. Messrs. Colella and Zefutie bolster the firm's litigation capabilities nationally. Both join Duane Morris from Thompson Hine LLP. Mr. Colella represents clients in civil litigation in state and federal trial and appellate courts, with a focus on business-related disputes and complex torts. He handles matters involving a broad range of federal statutes, including the Interstate Land Sales Disclosure Act, Foreign Sovereign Immunities Act, Anti-Terrorism Act, Bankruptcy Code, Full Faith and Credit Act, Federal Tort Claims Act, False Claims Act, civil RICO, Lanham Act and Alien Tort Claims Act. Mr. Colella also represents clients in state courts, including in matters involving breach of contract, bad faith, unjust enrichment, premises liability, products liability, ordinary negligence, professional negligence, fraud, fraudulent conveyance/transfer, negligent misrepresentation, misappropriation of trade secrets, breach of fiduciary duty, conversion, veil-piercing, violation of consumer protection statutes, and tortious interference with contract or prospective business relationships. Mr. Zefutie practices in the area of litigation with a focus on complex commercial litigation and mass torts. He has represented Fortune 500 companies in defending commercial and consumer fraud claims and has defended large municipalities facing thousands of claims for respiratory injuries. Mr. Zefutie also has substantial experience in financial services cases, employment matters and legal ethics, as well as representing clients in alternative dispute resolution proceedings. He frequently appears in federal and state courts in both New Jersey and New York. Duane Morris LLP, a law firm with more than 750 attorneys in offices across the United States and internationally, is asked by a broad array of clients to provide innovative solutions to today's legal and business challenges. A copy of the report is available for free at http://is.gd/EyRxaJ [*] Epiq Systems Appoints Deirdre McGuinness as Managing Director ----------------------------------------------------------------- Epiq Systems, a global provider of integrated technology and services for the legal profession, on Jan. 14 announced the appointment of Deirdre McGuinness as managing director. A 28-year veteran of legal services, Ms. McGuinness will focus on enterprise-wide initiatives to strengthen and expand Epiq's law firm and corporate client relationships. "Our services are differentiated by our ability to help clients navigate complicated legal processes. Deirdre's deep understanding of issues that affect the legal community and highly esteemed expertise will be instrumental in advancing our goal to be the preferred strategic partner for complex legal matters for Epiq clients across the globe," said Brad D. Scott, president and chief operating officer. Ms. McGuinness joins Epiq from Kurtzman Carson Consultants, LLP (KCC) where she served as managing director of corporate restructuring services. Prior to KCC, she was managing director for Wells Fargo Capital Finance in New York, focusing on distressed lending with expertise in providing financing solutions for companies facing challenges. She served as a United States Trustee for Region 2 and oversaw the administration of the largest and most complex Chapter 11 restructurings, including Delphi Corporation, Delta Airlines, Dana Corporation, Northwest Airlines, Refco Inc., Calpine Corporation, and St. Vincent Medical Center. An active member in industry organizations, Ms. McGuinness currently serves on the strategic planning committees for the Southern and Eastern District of New York Bankruptcy Courts. She served as chair of the New York City Bar Association's bankruptcy and corporate reorganization committee from 2008-2011. From 1988 to 1999, she was an Assistant United States Attorney for the District of Connecticut representing federal agencies in the bankruptcy court and prosecuting bankruptcy crimes. After leaving the Department of Justice, she joined CIT Group as a managing director and senior restructuring advisor for corporate finance where she acted as strategic advisor to the industry business units on all areas and opportunities in restructuring. Ms. McGuinness received her Juris Doctor from Quinnipiac University School of Law and her Bachelor of Arts from New York University. She is licensed to practice law in New York and Connecticut, and is also an adjunct professor of law at St. John's University, LLM Program. About Epiq Systems Epiq -- http://www.epiqsystems.com-- is a global provider of integrated technology and services for the legal profession, including electronic discovery, bankruptcy, and class action and mass tort administration. [*] High Court Passes On Appeal Over Student Loan Discharge ----------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported that the U.S. Supreme Court on Jan. 11, 2016, passed on an appeal that sought to make it easier for individuals to discharge their student loan debt through bankruptcy, an issue that has found its way onto the radar of state and federal lawmakers' as student debt tops $1.2 trillion. The high court declined a petition brought by Mark Warren Tetzlaff, 57, who was seeking to discharge nearly $260,000 in student loan debt. Supreme Court intervention is needed, Tetzlaff's attorneys argued, because federal appeals courts apply different standards. [*] Reed Smith Cut Ties with 45 Attorneys, Plus Support Staff ------------------------------------------------------------- Joyce Gannon, writing for Pittsburgh Post-Gazette, reported that law firm Reed Smith has laid off 45 attorneys and an undisclosed number of support staff as part of a restructuring throughout its offices in the U.S., Europe and Middle East. The cuts represent 2.7 percent of the firm's 1,650 attorneys worldwide. The firm said it is providing those affected with severance pay and job transition support, the report noted. Reed Smith said in a statement the firm made "necessary adjustments to remain competitive," according to the report. [*] S&P: Global Corp. Rating Trends at Highest Neg. Since 2009 -------------------------------------------------------------- Corporate issuer ratings globally are at their highest negative level since 2009. Standard & Poor's Ratings Services has the most number of ratings on negative outlooks relative to positive ones at Dec. 31, 2015, since June 2010. The net outlook bias deteriorated to a negative 11% at Dec. 31, 2015, four percentage points down from six months previously. This constitutes the worst half-year change in the net outlook bias since the 2008-2009 global financial crisis. S&P calculates the bias by deducting the total number of positive CreditWatch and outlooks against those on negative and expressing the result as a percentage of total issuers. Meanwhile, global corporate creditworthiness has declined slightly since the onset of the crisis. The average long-term corporate credit rating has fallen by about half a notch to between 'BB+' and 'BB' compared with 'BB+' at end-2008. The fall in the average rating is because more new corporate ratings were in lower rating categories and due to issuer rating downgrades. Overview At end-2015, 17% of global corporate issuers were on negative CreditWatch or outlook, outnumbering the 6% on positive CreditWatch or outlook by a ratio of 3 to 1. The net outlook bias is a negative 11%, which is the worst level since the 2008-2009 financial crisis. The average corporate rating had fallen by about half a notch at year-end 2015 to between 'BB+' and 'BB', from that in 2008. Regional outlooks diverge, reflecting the different positions of corporate sectors in the credit cycle and company exposures to commodities. S&P is expecting mixed fortunes for European corporates, cautious about the U.S., somewhat negative on Asia-Pacific, and see further weakening for Latin America. About 40% of all rated corporates are investment-grade ('BBB-' or above) at Dec. 31, 2015. This ratio has been roughly flat for the past two years, having declined since 2005. The negative trend is due to more new corporate ratings being in lower rating categories. In addition, corporates rated in the 'B' category have made up the single largest cohort, currently 35% of total corporate issuers, up from 28% a decade ago. In fact, the 'B' category represents 42% of total issuers in North America (see chart 2). In the investment-grade category, the percentage of 'A' rated corporates has now dropped to 11%, from 17% in December 2010. At the same time, the shares of 'BBB' and 'BB' category issuers have held steady at 26% and 21%-22% respectively. Following the 2008-2009 global financial crisis, the percentage of corporate rating downgrades and percentage of upgrades have fluctuated, although cumulatively downgrades slightly exceeded upgrades. Meanwhile, the long-term trend of more lower-rated entities coming in to tap the capital markets has continued. This has also contributed to the fall in the average long-term corporate credit rating to between 'BB+' and 'BB', compared with 'BBB' 20 years ago. More Downgrades Are Likely in 2016 The past 18 months have seen a turnaround of the net negative bias from a relatively small level in June 2014 of around negative 5%. Since then, the net outlook bias (positive minus negative CreditWatch and outlooks as a percentage of total issuers) has deteriorated to a negative 11% at December 2015, four percentage points down from six months previously. This outlook distribution suggests that negative rating actions are likely to continue to outnumber positive ones over the coming 12 months. It also suggests that downgrades may significantly outnumber upgrades during 2016. Outlooks By Region Diverge There is divergence among the outlooks for rated corporates by region, reflecting the different positions of corporate sectors in the credit cycle and companies' varying exposures to industries affected by global oversupply in commodities. Our credit outlook for U.S. corporate issuers is cautious going into 2016, reflecting mostly stable rating trends and a rising negative outlook bias. The commodity sectors and leveraged finance remain most vulnerable, while investment-grade issuers face risks from mergers and acquisitions (M&A) and the resulting pressures on credit metrics. Investors' cooling appetite for risky securities and rising interest rates could also spur tighter lending conditions. S&P believes credit risks are rising as the corporate credit cycle worsens. Corporate issuers can achieve only so much margin improvement solely through cost-cutting, in our view, so they will need stronger revenue growth to survive this credit cycle. S&P expects the U.S. corporate trailing-12-month speculative-grade default rate to rise to 3.3% by September 2016, from 2.5% in September 2015 and 1.6% in September 2014. The European corporate sector is caught in the cross-currents of domestic recovery, diverging growth, and credit cycles in other regions, plus a swathe of disruptive risk factors from technology, regulation, and politics. Europe remains in a mid-cycle sweet-spot. The recovery is gaining ground, but is still modest enough to warrant a strongly supportive monetary policy. S&P's ratings outlooks suggest the region faces the least deterioration in credit quality globally. In S&P's view, European sectors can be divided into three broad groups--those exposed to the regional consumer-led recovery, those wrestling with global oversupply, and those exposed to disruptive change. The negative exposures outweigh the positive, suggesting that credit quality will deteriorate in 2016, and we expect the European public corporate default rate to rise to 2.4% from 1.5% currently. The overall credit prospects for Asia-Pacific's sectors are somewhat negative for 2016, although the net negative ratings bias for the pool of Asia-Pacific issuers that S&P rates has eased mainly because a high number of issuers were downgraded over the past year. Oil and gas, metals and mining, real estate development, and retail continue to be hotspots posing a higher risk of downgrades. Slower economic growth is dampening demand growth across many industries. Real estate is no exception although conditions are mixed. China's property developers still suffer the residual impact of weaker profitability and higher leverage from 2014, although they are now seeing improving market sentiment and selling more properties at stabilized or higher prices. Meanwhile, developers in Indonesia and Hong Kong are struggling with slower sales growth and increasing supply respectively. Credit conditions in Latin America and the Caribbean are likely to weaken further in 2016, although the effects on ratings will vary by country and sector. Macroeconomic conditions in Brazil have deteriorated further in recent months, with rapidly growing inflation, consumer and business confidence continuing to fall, and persistent political instability. Elsewhere in the region, a modest uptick in global trade and stabilizing commodity prices would be needed to drive a gradual recovery in real GDP growth in 2016, with risks to macroeconomic stability still skewed to the downside. Commodity prices and currency depreciation continue to have a mixed impact on Latin America and Caribbean sovereigns. Negative bias is mounting over Latin American corporate ratings as Brazil's macroeconomic prospects deteriorate and commodity prices decline. Metals and mining and oil and gas companies face above-average downside risks due to receding cash flows on the back of falling prices. In summary, the key credit trends are mixed but with a bias toward the downside. The global top risks to our base-case scenario includes a further slowdown in China's economic growth, affecting market confidence and commodity and asset prices as well as increasing market and currency volatility. S&P sees this risk as elevated and increasing. Next are the geopolitical risks of an escalation in the terrorist threat; Middle East turmoil; the European refugee crisis; the risk of a withdrawal by Britain (Brexit) from the European Union that leads to credit market volatility; and an escalation in extreme and nationalistic views, which challenge Europe's continued economic and political integration. Although these geopolitical risks are elevated, we regard them overall as stable. Two other risks which we see as moderate but of increasing concern are credit market volatility arising from U.S. Federal Reserve policy normalization and reduced market-making activity by dealer banks. This increases secondary-market liquidity risk for investors and raises funding costs by restricting borrowers' access to public bond markets. [^] BOOK REVIEW: The Financial Giants In United States History -------------------------------------------------------------- Author: Meade Minnigerode Publisher: Beard Books Softcover: 260 pages List Price: $34.95 Order your personal copy today at http://is.gd/tJWvs2 The financial giants were Stephen Girard, John Jacob Astor, Jay Cooke, Daniel Drew, Cornelius Vanderbilt, Jay Gould, and Jim Fisk. The accomplishments of some have made them household names today. But all were active in the mid 1800s. This was a time when the United States, having freed itself from Great Britain only a few decades earlier, was gaining its stride as an independent nation. The country was expanding westward, starting to engage in significant international trade, and laying the foundations for becoming a major industrial power. Astor, Vanderbilt, Gould, and the others played major parts in all these areas. During the Civil War in the first half of the 1860s, some became leading suppliers of goods or financiers to the Federal government. Minnigerode's focus is the highlights of the life of each of the seven. Along with this, he identifies each one's prime characteristics contributing to his road to fortune and how his life turned out in the end. Not all of the men managed to keep and pass on the fortunes they amassed. They are seen a "financial giants" not only because they made fortunes in the early days of American business and industry, but also for their place in laying out the groundwork for American business enterprise, innovation, and leadership, and for the notoriety they had in their day. Minnigerode summarizes the style or achievement of each man in a single word or short phrase. Stephan Girard is "The Merchant Banker"; Cornelius Vanderbilt, "The Commodore." "The Old Man of the Street" summarizes Daniel Drew"; with "The Wizard of Wall Street" summarizing Jay Gould. Jim Fisk is "The Mountebank." Jay Cooke, "The Tycoon," was to be "known throughout the country for his astonishingly successful handling of the great Federal loans which financed the Civil War." After the War, one of the leaders of the Confederacy remarked that the South was really defeated in the Federal Treasury Department thus, even on the enemy side, giving recognition to Cooke's invaluable work of enabling the Federal government to meet the huge costs of the War. After the War, having earned the reputation as "the foremost financier in the country," Cooke became involved in many large financial ventures, including the building of a railroad to link the East and West coasts of America. In this railroad venture, however, Cooke and his banking firm made a fatal misstep in investing in the Northern Pacific railway. The Northern Pacific turned out to be a house of cards. When Cooke's firm was unable to meet interest payments it owed because of money it had put into the Northern Pacific, the firm went bankrupt; and this caused alarm in the stock market and financial circles. The roads to wealth of the "financial giants" were not smooth. Like others amassing great wealth, they had to take risks. The tales Minnigerode tells are not only instructive on how individuals have historically made fortunes in business and the characteristics they had for this, but are also cautionary tales on the contingency of great wealth in some circumstances. Jim Fisk, for instance, a larger-than life character "jovial and quick witted [who was also] a swindler and a bandit, a destroyer of law and an apostle of fraud," was presumably killed by a former business partner. Unlike Cooke and Fisk, Cornelius Vanderbilt and John Jacob Astor built fortunes that lasted generations. Vanderbilt - nicknamed Commodore - starting in the New York City area, built ships and established domestic and international merchant and passenger lines. With the government coming to depend on these with the rapid growth of commerce of the period and the Civil War for a time, Vanderbilt practically had monopolistic control of private shipping in the U.S. Astor made his fortune by developing trade and other business in the upper Midwest, which was at the time the sparsely-populated frontier of America, rich in natural resources and other potential with the Great Lakes and regional rivers as a means for transportation. Although the social and business conditions in the early and mid 1800s when the U.S. was in the early stages of its development were unique to that period, by concentrating on the characteristics, personalities, strategies, and activities of the seven outstanding businessmen of this period, Minnigerode highlights business traits and acumen that are timeless. His sharply-focused, short biographies are colorful and memorable. This author has written many other books and worked in the military and government. ********* 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 2016. 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 ***