/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/120130.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, January 30, 2012, Vol. 16, No. 29 Headlines AHERN RENTALS: U.S. Trustee Names 5-Member Creditors' Panel ALEXANDER GALLO: Plan Outline Hearing Scheduled for Jan. 31 AMERICA LTD: Case Summary & 20 Largest Unsecured Creditors AMERICAN LASER: Creditors Object to Auction Plan ARIZONA WASH: Case Summary & 15 Largest Unsecured Creditors BEHRINGER HARVARD: R. Aisner Named Co-General Partner Vice-Chair BLM AIR: Creditors Have Until Feb. 17 to File Proofs of Claim BLUEKNIGHT ENERGY: Declares Quarterly Distributions on Units BOUNDARY BAY: U.S. Trustee Names 5-Member Creditors' Panel BROCADE COMMUNICATIONS: S&P Raises Corp. Credit Rating to 'BB+' BXP 1 LLC: Court Discharges Angela Ortiz as Receiver CAREFREE WILLOWS: Files Third Amended Disclosure Statement CLARE OAKS: Taps CliftonLarsonAllen LLP as Accountants CLEAN BURN: Judge Taps Sara A. Conti as Ch. 11 Trustee COLORADO ALTITUDE: Can Hire Lathrop as Counsel in Patent Suit COMMERCIAL VEHICLE: S&P Raises Corporate Credit Rating to 'B' CONCHO RESOURCES: S&P Raises Corporate Credit Rating to 'BB+' CONSTRUCTION SUPERVISION: Case Summary & Unsecured Creditors CONTINENTAL RESOURCES: S&P Raises Corp. Credit Rating to 'BB+' CRYSTALLEX INT'L: Written Submissions to ICSIDDUe Feb. 10 DELTA AIR: Eyeing Merger With USAir Too; Taps Goldman & Blackstone DRINKS AMERICAS: Issues 18.2 Million Common Shares EAST HARLEM: Court OKs Feb. 1 Extension of Plan Deadline ENER1 INC: Maturity of $6.5-Mil. Bzinfin Loan Extended to Jan. 27 ENERGY COMPOSITES: Expiration of Warrants Extended to Dec. 31 FIRSTFED FINANCIAL: March 14 Hearing on Plan Disclosures FRONTIER AIRLINES: Republic Names New CEO of Unit Ahead of Split FUSION TELECOMMUNICATIONS: Inks Purchasing Pact with GNYHA GELT PROPERTIES: U.S. Trustee Names 3-Member Creditors' Panel GMX RESOURCES: Whitebox, et al., to Resell 3.8MM Common Shares GRACEWAY PHARMACEUTICALS: Files Chapter 11 Plan; To Sell Assets GREYSTONE PHARMA: David Cocke Appointed as Liquidating Trustee GSC GROUP: BDCM Wins Nod to Send Plan to Confirmation on Feb. 14 H&H BAGELS: Gets Evicted From Last Remaining Location HORIZON LINES: OPERS Discloses 6.5% Equity Stake IMPERIAL CAPITAL: Revised Plan Supported by Creditors Committee INTELLICELL BIOSCIENCES: Stuart Goldfarb Resigns as Director INTERNATIONAL GOSPEL: Buyer Not Entitled to Co-Broker Commission INTERTAPE POLOYMER: Wells Fargo Discloses 19.1% Equity Stake IRVINE SENSORS: Company Name Changed to "ISC8 Inc." JER/JAMESON: Withdraws Plea to Hire AlixPartners as Fin'l Advisor JER/JAMESON: Inks Stipulation Rejecting Appeal of Dismissal Order JER/JAMESON: Wants Until Feb. 20 to File Schedules and Statements JER/JAMESON: Withdraws Request to Employ Houlihan Lokey JER/JAMESON: Withdraws Motion to Employ Pachulski Stang JEWISH COMMUNITY: Files List of 20 Largest Unsecured Creditors KINGSBURY CORP: Can Use Borrow & Use Cash Collateral Thru Feb. 24 KM LINCOLN: Case Summary & 5 Largest Unsecured Creditors KM TOUHY: Case Summary & 4 Largest Unsecured Creditors LAKE TAHOE: Argonaut Dev't and Richard Baker Want Case Dismissed LAKE TAHOE: City National Bank Wants Case Converted to Chapter 7 LANDAMERICA 1031: Inks $38MM Deal With Lloyd's in E&O Coverage Row LEE ENTERPRISES: Court Approves KPMG LLP as Auditor LEONARD WALLACE: Court Won't Reinstate Automatic Stay LUXOR HOMES: Voluntary Chapter 11 Case Summary MAEVERS INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors MARCO POLO: Plan Filing Period Extended to Feb. 17 MARITIME COMMUNICATIONS: Committee Gets Nod to Hire Burr & Forman MARITIME COMMUNICATIONS: Gets Final OK to Borrow $100,000 from SCF MARTIN COUNTY: Voluntary Chapter 11 Case Summary MC2 CAPITAL: U.S. Trustee Names 3-Member Creditors' Panel MEDICURE INC: Reports $1.1 Million Net Income in Q2 2012 MAJESTIC STAR: Termination of QSub Status Violates Automatic Stay MGIC INVESTMENT: Posts Third Straight Quarterly Loss MID MICHIGAN: Files List of 20 Largest Unsecured Creditors MOHEGAN TRIBAL: Expects up to $24MM Net Income in Fiscal Q1 2012 MOHEGAN TRIBAL: Commences Debt Refinancing Transactions MOHEGAN TRIBAL: S&P Lowers Issuer Credit Rating to 'CC' MONTANA ELECTRIC: Creditors Panel Can Retain Harold Dye as Counsel MONTANA ELECTRIC: S&P Lowers Issuer Credit Rating to 'D' MT. VERNON: Court Approves Continued Use of Cash Collateral MT. VERNON: Cancels Auction, Wants Chapter 11 Case Dismissed MT. VERNON: First Mariner Wants Stay Lifted to Allow Foreclosure NEWPAGE CORP: Seeks Approval of Long-Term Incentive Plan NORTHAMPTON GENERATING: Can Hire Tap Moore & Van as Counsel NUVILEX INC: Patricia Gruden Resigns as Interim CFO OAK VALLEY: S&P Cuts $17.985-Mil. Revenue Bond Rating to 'BB+' OLYMPIC HOTEL: Case Summary & 11 Largest Unsecured Creditors ORAGENICS INC: Koski Credit Facility Hiked by $750,000 OVERLAND STORAGE: Files Form S-3, Registers 15MM Common Shares PACIFIC MONARCH: Taps Baker & McKenzie as Special Counsel PITT PENN: Sec. 548 Look-Back Period Cannot Be Equitably Tolled POST STREET: Withdraws Motion to Employ Nossaman LLP Lit. Counsel POWER EFFICIENCY: Amends Certificate of Incorporation QUANTUM CORP: Reports $3.9 Million Net Income in Dec. 31 Quarter RCS CAPITAL: Proposes to Hire Daryl Williams as Special Counsel REALOGY CORP: Proposes to Issue $593 Million of Senior Notes REALOGY CORP: S&P Rates $325-Mil. Senior Secured Notes at 'CCC-' ROAR INVESTMENTS: Voluntary Chapter 11 Case Summary SANITARY AND IMPROVEMENT: Voluntary Chapter 11 Case Summary SAVANNAH INTERESTS: Trustee Won't Form Creditors' Panel SCOTTS MIRACLE-GRO: S&P Raises Corporate Credit Rating to 'BB+' SKINNY NUTRITIONAL: Ironridge Global Discloses 9.9% Equity Stake SMART-TEK SOLUTIONS: Kinross-Kennedy Resigns as Accountants SNOKIST GROWERS: Wants to Hire Emmer Associates as Consultant SOLUTIA INC: To Be Acquired by Eastman Chemical in $4.7BB Deal SPARETIME FAMILY: Utah Court Confirms Chapter 11 Plan SUMMER VIEW: U.S. Bank Objects to Disclosure Statement SUMMER VIEW: Files Amended Schedules of Assets and Liabilities SUSTAINABLE ENVIRONMENTAL: Effecting a 1 for 15 Reverse Split TMST INC: Gets SEC Verbal Notice of Intention to Revoke Securities TRAILER BRIDGE: S&P Withdraws 'D' Corporate Credit Rating TRAVELPORT HOLDINGS: Computershare Named Successor Trustee TRIDENT MICROSYSTEMS: U.S. Trustee Names 3-Member Creditors' Panel TRIUS THERAPEUTICS: Says SEC Reviewing Annual & Quarterly Reports TTC PLAZA: U.S. Trustee Fails to Appoint Committee VIVAKOR INC: Suspending Filing of Reports with SEC VU1 CORP: Richard Sellers Discloses 7.2% Equity Stake WESTCLIFF MEDICAL: Plan Confirmation Hearing Set for Feb. 8 WHITING PETROLEUM: S&P Raises Corporate Credit Rating to 'BB+' ZARD DEVELOPMENT: Voluntary Chapter 11 Case Summary ZOO ENTERTAINMENT: David Smith Discloses 26.5% Equity Stake * Restructuring Professionals Expect Rise in Smaller Bankruptcies * Centerbridge's Gallogly Sees 'Steady' Opportunity in Europe * Cohen & Grigsby Taps Marty Wagner to ERISA Litigation Groups * Deutsche Bank's Distressed Debt Head Lanktree to Launch Fund * 7th Cir. Appoints Cassling as Northern Ill. Bankruptcy Judge * 6th Cir. Appoints Mashburn as Middle Tenn. Bankruptcy Judge * BOND PRICING -- For Week From Jan. 23 to 27, 2012 ********* AHERN RENTALS: U.S. Trustee Names 5-Member Creditors' Panel ----------------------------------------------------------- August B. Landis, Acting United States Trustee for Region 17, pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed five unsecured creditors to serve on the Official Committee of Unsecured Creditors of Ahern Rentals, Inc. The Creditors Committee members are: 1. Multiquip, Inc. Represented by: Jim Morse 18910 Wilmington Avenue Carson, CA 90746 Tel: (800) 496-4260 Fax: (310) 638-5676 E-mail: JMORSE@multiquip.com 2. JLG, Industries, Inc. Represented by: Matt Coldsmith 13712 Crayton Boulevard Hagerstown MD 21742 Tel: (240) 420-8784 Fax: (717) 485-6064 E-mail: mwcoldsmith@jlg.com 3. Skyjack Inc. Represented by: Alan Dengo 201 Woodlawn Road Guelph, ON, Canada N1H 1B8 Tel: (800) 265-2738 Fax: (519) 837-8104 E-mail: alan.dengo@skyjack.com Skyjack Corp Attn: Alan Dengo 3451 Swenson Avenue St. Charles, IL 60174 4. P-FLEET Represented by: Richard Solomon 12651 High Bluff Drive, Suite 300 San Diego CA 92130 Tel: (858) 793-8516 Fax: (858) 793-8263 E-mail: richard@sgsslaw.com 5. CMD TRUCKING Represented by: Carlos M. Del Valle 946 Florence Street Imperial Beach, CA 91932 Tel: (619) 215-4407 Fax: (619) 429-6174 E-mail: CMBTRUCKING@hotmail.com About Ahern Rentals Ahern Rentals, Inc. -- http://www.ahern.com/-- is an equipment rental company in the United States. The company also sells new and used rental equipment, parts and supplies related to its rental equipment, and merchandise used by the construction industry, as well as provides maintenance and repair services. Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain an extension of the Aug. 21, 2011 maturity of its revolving credit facility. Judge Bruce T. Beesley presides over the case. Lawyers at Gordon Silver serve as the Debtor's counsel. The Debtor's financial advisors are Oppenheimer & Co. and The Seaport Group. Kurtzman Carson Consultants LLC serves as claims and notice agent. Counsel to Bank of America, as the DIP Agent and First Lien Agent, are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer. Attorneys for the Majority Term Lenders are Paul Aronzon, Esq., and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy LLP. Counsel for the Majority Second Lienholder are Paul V. Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq., at Willkie Farr & Gallagher LLP. Attorney for GE Capital is James E. Van Horn, Esq., at McGuirewoods LLP. Wells Fargo Bank is represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C. Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert LLP argue for certain revolving lenders. Attorneys for U.S. Bank National Association, as successor to Wells Fargo Bank, as collateral agent and trustee for the benefit of holders of the 9-1/4% Senior Secured Notes Due 2013 under the Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard, Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland & Hart. The Company filed for Chapter 11 because it was unable to extend the maturity of its revolving credit facility. The Debtor estimated $500 million to $1 billion in assets and debts. The Company has $50 million of DIP financing from existing lenders. ALEXANDER GALLO: Plan Outline Hearing Scheduled for Jan. 31 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on Jan. 31, 2012, at 11:00 a.m., to consider adequacy of the disclosure statement explaining Alexander Gallo Holdings, LLC, et al.'s proposed Plan of Liquidation dated Dec. 29, 2011. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan provides for the limited substantive consolidation of the Debtors' estates, but solely for the purposes of the Plan, including voting on the Plan by the holders of claims and making any distributions to holders of claims. On the Effective Date, (i) the Debtors will, in accordance with the Plan, cause the Liquidating Trust Assets to be transferred to the Liquidating Trust, and (ii) the Liquidating Trust will assume all obligations of the Debtors under the Plan. Under the Plan, Plan Expenses will be funded from the sale proceeds. Administrative expense claims, compensation and reimbursement claims, priority tax claims, and Bayside DIP facility claims will be satisfied in full. Each Holder of an allowed general unsecured claim will receive a pro rata share of the proceeds of the liquidating trust assets, including, but not limited to the proceeds of the preserved actions, until all allowed general unsecured claims are paid in full or the liquidating trust assets are exhausted. Equity interest holders in any Debtor will not receive any Distribution on account of equity interests. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/ALEXANDER_GALLO_ds.pdf About Alexander Gallo Marietta, Georgia-based Alexander Gallo Holdings LLC -- http://www.alexandergalloholdings.com-- is the largest full service, IT-enabled court reporting and litigation support services company in the United States. AGH offers court reporting, litigation support, trial software and other similar services and has the only true national footprint in its market, with roughly 55 offices located throughout the United States, and a preferred provider network which serves as an extension of Alexander Gallo's geographic reach. Founded in 1999 by Alexander J. Gallo, a former court reporter, AGH has made 18 acquisitions since 2003. Mr. Gallo has remained as CEO. AGH, along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-14220) on Sept. 7, 2011. Alexander Gallo will sell the business via 11 U.S.C. Sec. 363 to Bayside Capital Inc., which had acquired $22 million in second- lien debt. The price wasn't disclosed. Alexander Gallo disclosed assets of $208 million and debt totaling $258 million as of June 30, 2011. Liabilities include $47 million on a first-lien revolving credit and term loan where Wells Fargo Bank NA is agent. In addition to the second-lien debt held by Bayside, there is $33 million in junior unsecured subordinated notes owing to Harvest Equity Partners LLC plus another $148 million in junior unsecured subordinated notes owing to insider Gallo Holdings LLC. As reported in the Troubled Company Reporter on Nov. 1, 2011, the Alexander Gallo disclosed $41,981,048 in assets and $259,153,046 in liabilities as of the Chapter 11 filing. Bayside is providing $20 million in financing for the Chapter 11 effort. The new loan will have a first priority lien on unencumbered assets and a lien behind the first-lien debt. Bankruptcy Judge Allan J. Gropper presides over the case. Thomas R. Califano, Esq., Jeremy R. Johnson, Esq., Esq., and Daniel G. Egan, Esq., at DLA Piper LLP (US), in New York, serve as the Debtors' general counsel. Squire, Sanders & Demsey (US) LLP serves as the Debtor's corporate counsel. The Debtors' financial advisor is Gordian Group, LLC. Marc L. Pfefferle, a partner at Carl Marks Advisory Group LLC, serves as the Debtors' chief restructuring advisor. Kurtzman Carson Consultants LLC serves as the Debtor's claims agent. KPMG LLP serves as their auditors to provide auditing, tax compliance and tax consulting services. As reported in the TCR on Dec. 8, 2011, an affiliate of Bayside Capital, Inc., completed the acquisition of the assets of Alexander Gallo Holdings, LLC. AMERICA LTD: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: America LTD, Inc. dba America's Warehousing & Logistics P.O. Box 226 Cambridge, MD 21613 Bankruptcy Case No.: 12-11094 Chapter 11 Petition Date: January 24, 2012 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Duncan W. Keir Debtor's Counsel: Howard M. Heneson, Esq. HOWARD M. HENESON, P.A. 810 Glen Eagles Court Suite 301 Towson, MD 21286 Tel: (410) 494-8388 Fax: (410) 494-8389 E-mail: hheneson@bankruptcymd.com Scheduled Assets: $1,545,042 Scheduled Liabilities: $775,975 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb12-11094.pdf The petition was signed by C. Fred Robinson, Jr., president. AMERICAN LASER: Creditors Object to Auction Plan ------------------------------------------------ Lana Birbrair at Bankruptcy Law360 reports that the official committee of unsecured creditors for American Laser Centers LLC objected Wednesday to a plan for the company to auction its assets, saying that a unit of private equity lender Versa Capital Management LLC had failed to provide an adequate wind-down budget. In its limited objection, the Creditors Committee took issue with an approved plan for stalking horse bidder Bellus ALC Investments 1 LLC to acquire the laser hair removal company with a $46 million credit bid, according to Law360. About American Laser Centers ALC Holdings LLC, dba American Laser Centers, operates 156 laser hair-removal clinics in 27 states. At the peak, the Farmington Hills, Michigan-based company had 222 stores generating $130.6 million in annual revenue. ALC Holdings, along with its affiliates, filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Lead Case No. 11-13853) on Dec. 8, 2011. Assets are $80.4 million. Liabilities include $40.3 million owing on a first-lien debt and $51 million in subordinated notes. Some $17.9 million is owing to trade suppliers. The Company selected Zolfo Cooper LLC as its adviser; Landis Rath & Cobb LLP as legal counsel; Traverse LLC as restructuring adviser; SSG Capital Advisors LLC as investment bankers; and BMC Group as claims agent. Prepetition, the Company signed a deal for Philadelphia-based private equity firm Versa Capital Management LLC to acquire assets, subject to higher and better offers at a bankruptcy court- sanctioned auction. Versa has agreed to pay $30 million plus $18 million of new-money financing to support the bankruptcy, unless outbid at an auction in January 2012. Bellus ALC Investments 1 is represented by Nancy A. Peterman, Esq., at Greenberg Traurig LLP. An official committee of unsecured creditors has retained Herrick Feinstein LLP and Ashby & Geddes, P.A., as counsel; and J.H. Cohn LLP as financial advisor. Albert Altro serves as the Debtors' chief restructuring officer. ARIZONA WASH: Case Summary & 15 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Arizona Wash Systems, Inc. dba Metro Car Wash 3050 N. Oracle Road Tucson, AZ 85705 Bankruptcy Case No.: 12-01225 Chapter 11 Petition Date: January 23, 2012 Court: United States Bankruptcy Court District of Arizona (Tucson) Judge: James M. Marlar Debtor's Counsel: Sally M. Darcy, Esq. MCEVOY, DANIELS & DARCY P.C. Camp Lowell Corporate Center 4560 East Camp Lowell Drive Tucson, AZ 85712 Tel: (520) 326-0133 Fax: (520) 326-5938 E-mail: DarcySM@aol.com Scheduled Assets: $766,725 Scheduled Liabilities: $1,208,117 A list of the Company's 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/azb12-01225.pdf The petition was signed by Sean Storer, vice president/director. BEHRINGER HARVARD: R. Aisner Named Co-General Partner Vice-Chair ---------------------------------------------------------------- Behringer Harvard Advisors II LP, the co-general partner of Behringer Harvard Short-Term Opportunity Fund I LP, elevated Robert S. Aisner from his positions as Chief Executive Officer and President to Vice Chairman of the Co-General Partner. Michael J. O'Hanlon was appointed as Chief Executive Officer and President of the Co-General Partner to fill the vacancies created thereby and, in such capacity, will serve as principal executive officer of the Company. Mr. O'Hanlon, 60, also serves as Chief Executive Officer and President of several other Behringer Harvard?sponsored programs, including Behringer Harvard Opportunity REIT I, Inc., and Behringer Harvard Opportunity REIT II, Inc., effective as of Jan. 20, 2012. Prior to his appointment as an officer of the Company, Mr. O'Hanlon was an independent director of Behringer Harvard Multifamily REIT II, Inc., a public non-traded REIT sponsored by Behringer Harvard, from September 2011 through December 2011. From September 2010 to December 2011, Mr. O'Hanlon was President and Chief Operating Officer of Billingsley Company, a major Dallas, Texas based owner, operator and developer that has interests in commercial office, industrial, retail, and multifamily properties. From November 2007 to October 2009, Mr. O'Hanlon served as Chief Executive Officer and President for Inland Western Retail Real Estate Trust, Inc., a public non-traded REIT, where he was responsible for an $8.5 billion national retail and office portfolio consisting of 335 properties and 51 million square feet. From January 2005 to October 2007, Mr. O'Hanlon served as head of Asset Management for Inland Real Estate Group of Companies. In total, Mr. O'Hanlon has over 30 years of management experience with public and private firms with commercial real estate portfolios, with a broad range of responsibilities including overseeing acquisitions, dispositions, restructurings, joint ventures and capital raising, and with experience with a diverse group of real estate-related investments including multifamily and debt-related investments. M r. O'Hanlon received a Masters of Business Administration, Finance-Money and Financial Markets degree in 1979 from Columbia University Graduate School of Business. Mr. O'Hanlon has also received a Bachelor of Science, Accounting degree in 1973 from Fordham University. Mr. O'Hanlon has served and been an active member of the Real Estate Roundtable, NAREIT, ICSC and ULI. About Behringer Harvard Addison, Tex.-based Behringer Harvard is a limited partnership formed in Texas on July 30, 2002. The Company's general partners are Behringer Harvard Advisors II LP and Robert M. Behringer. As of Sept. 30, 2011, seven of the twelve properties the Company acquired remain in the Company's portfolio. The Company's Agreement of Limited Partnership, as amended, provides that the Company will continue in existence until the earlier of Dec. 31, 2017, or termination of the Partnership pursuant to the dissolution and termination provisions of the Partnership Agreement. The Company reported a net loss of $44.6 million on $17.6 million of revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $12.6 million on $16.4 million of revenues for the same period of 2010. The Company's balance sheet at Sept. 30, 2011, showed $130.1 million in total assets, $145.5 million in total liabilities, and an equity deficit of $15.4 million. "As of Sept. 30, 2011, of our $133.6 million in notes payable, $121.2 million is secured by properties and $120.3 million is recourse by us. We continue to negotiate with the lenders to refinance or restructure the loans. We currently expect to use proceeds from the disposition of properties and additional borrowings to continue making our scheduled debt service payments on certain properties until the maturity dates of the loans are extended, the loans are refinanced or the outstanding balance of the loans is completely paid off. There is no guarantee that we will be able to refinance our borrowings with more or less favorable terms or extend the maturity dates of such loans. In the event that any of the lenders demanded immediate payment of an entire loan balance, we would have to consider all available alternatives, including transferring legal possession of the relevant property to the lender." "The effects of the recent economic downturn have caused us to reconsider our strategy for certain of our properties where we believe the principal balance of the debt encumbering the property exceeds the value of the asset under current market conditions. In those cases where we believe the value of a property is not likely to recover in the near future, we believe there are more effective uses for our capital, and as a result we may cease making debt service payments on certain property level debt, resulting in defaults or events of default under the related loan agreements. We are in active negotiations with certain lenders to refinance or restructure debt in a manner that we believe is the best outcome for us and our unitholders and expect that some loans may be resolved through a discounted purchase or payoff of the debt and, in certain situations, other loans may be resolved by negotiating agreements conveying the properties to the lender." "As is usual for opportunity style real estate programs, we are structured as a finite life vehicle with the intent to full cycle by selling off our assets. Although we have extended beyond our original target life, we have already entered into our disposition phase and are in the process of selling our assets." "The conditions and events described above raise substantial doubt about our ability to continue as a going concern." BLM AIR: Creditors Have Until Feb. 17 to File Proofs of Claim ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has established Feb. 17, 2012, as the deadline for any individual or entity to file proofs of claim against BLM Air Charter LLC About BLM Air Charter LLC New York City-based BLM Air Charter LLC has a 50% tenant-in-common interest in an Embraer Legacy 600, Model EMB-135 BJ aircraft, and certain related aircraft accessories. Bernard L. Madoff Investment Securities LLC is the 100% economic owner of BLM and is also BLM's largest creditor. The other co-owner of the Aircraft is BDG Aircharter, Inc. Pursuant to a corporate care agreement entered into on May 2008, Rolls-Royce Corporation provides repair and maintenance services for the Aircraft's engines. BLM Air sought Chapter 11 protection after When Rolls-Royce threatened to terminate the Agreement absent full payment of all amounts due. BLM filed for Chapter 11 on Nov. 12, 2009 (Bankr. S.D.N.Y. Case No. 09-16757.) In its petition, the Debtor estimated assets and debts both ranging from $10,000,001 to $50,000,000. The Debtor has tapped Howard L. Simon, Esq., and Regina Griffin, Esq., at Windels Marx Lane & Mittendorf, LLP, in New York, serve as bankruptcy counsel to the Debtor. The Debtor filed an application to hire J. Mesinger Corporate Jet Sales, Inc. as aircraft broker effective Sept. 29, 2010. BLUEKNIGHT ENERGY: Declares Quarterly Distributions on Units ------------------------------------------------------------ Blueknight Energy Partners, L.P., announced that the board of directors of its general partner has declared quarterly cash distributions of $0.11 per common unit and $0.17 per preferred unit payable on Feb. 14, 2012, on all outstanding common and preferred units to unit holders of record as of the close of business on Feb. 3, 2012. The common unit distribution represents the first quarterly cash distribution made on the Partnership's common units since May 2008. The distribution on the preferred units reflects a pro rata distribution rate during the fourth quarter of 2011 of 2.125% of the issue price of $6.50 per unit through Oct. 24, 2011, and 2.75% beginning Oct. 25, 2011. "The resumption of common unit distributions marks a significant achievement for our company," said Alex Stallings, BKEP's Chief Financial Officer and Secretary. "People have worked tirelessly over the past few years to be in a position to resume distributions. We are enthusiastic with where we are as a company and with our ability to build unitholder value." About Blueknight Energy Blueknight Energy Partners, L.P. (Pink Sheets: BKEP) -- http://www.bkep.com/-- provides integrated terminalling, storage, processing, gathering and transportation services for companies engaged in the production, distribution and marketing of crude oil and asphalt product. It provides services for the customers, and its only inventory consists of pipeline linefill and tank bottoms necessary to operate the assets. It has three operating segments: crude oil terminalling and storage services, crude oil gathering and transportation services, and asphalt services. The Company reported a net loss of $23.79 million on $152.62 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $16.50 million on $156.77 million of total revenue during the prior year. The Company also reported net income of $25.89 million on $131.12 million of total revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $10.60 million on $113.53 million of total revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $320.77 million in total assets, $333.23 million in total liabilities, and a $12.46 million total partners' deficit. BOUNDARY BAY: U.S. Trustee Names 5-Member Creditors' Panel ---------------------------------------------------------- Frank M. Cadigan, Assistant United States Trustee for Region 16, pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed five unsecured creditors to serve on the Official Committee of Unsecured Creditors of Boundary Bay Capital, LLC. The Creditors Committee members are: 1. Albert C. Wazlak 1901 Pine Street Huntington Beach, CA 92648 Tel: (714) 809-6100 Fax: (714)787-0900 2. Harrington Construction Co., Inc. Attn: West Harrington 22632 Golden Springs Drive, #215 Diamond Bar, CA 91765 Tel: (909) 861-5452 Fax: (909) 861-2871 3. Lynell Burmark 713 Saranac Drive Sunnyvale, CA 94087 Tel: (408) 733-0288 Fax: (408) 732-4316 4. Andrea Jupina P.O. Box 234192 Encinatas, CA 92023-4192 Tel: (858) 779-1088 5. Joy Campbell 2702 50th Ave. NE Tacoma, WA 98422 Tel: (253) 606-1558 About Boundary Bay Boundary Bay Capital, LLC, is a California limited liability company with its headquarters in Irvine, California. The Company was in the business of making loans secured by liens on real property and notes secured by other secured notes (which, in turn, are secured by liens or real property). The Company also owns some real property through foreclosure. Boundary Bay Capital filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-14298) on March 28, 2011. Evan D. Smiley, Esq., and Hutchison B. Meltzer, Esq., at Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP, in Costa Mesa, Calif., serve as the Debtor's bankruptcy counsel. Affiliate Cartwright Properties, LLC, filed a separate Chapter 11 petition (Bankr. C.D. Calif. Case No. 10-17823) on June 9, 2010. In its schedules, the Debtor disclosed $15,876,118 in assets and $54,448,485 in liabilities. BROCADE COMMUNICATIONS: S&P Raises Corp. Credit Rating to 'BB+' --------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on San Jose, Calif.-based Brocade Communications Systems Inc. to 'BB+' from 'BB'. The outlook is stable. "In addition, we raised our issue-level rating on the company's $300 million senior secured notes due Jan. 15, 2018 from 'BBB-' to 'BBB'. We also raised the rating on the $300 million senior secured notes due Jan. 15, 2020 to 'BBB' from 'BBB-'. The '1' recovery rating on all the senior secured notes remains unchanged and indicates our expectation of very high (90% to 100%) recovery for noteholders in the event of a payment default," S&P said. "The upgrade reflects Brocade's improved credit profile through continued debt reductions during the past year," said Standard & Poor's credit analyst Andrew Chang, "as well as our expectation that the company will maintain its 'intermediate' financial risk profile (as defined in our criteria)." "Macro headwinds and industry conditions are likely to limit revenue growth in fiscal 2012, but we expect consistent cash flow generation resulting in sustained adjusted leverage in the 2x range or somewhat below. We view Brocade's business risk profile as 'fair' (as defined in our criteria), characterized by a strong presence in its mature core storage area network (SAN) segment and a small market share in the much larger and highly competitive Ethernet switching segment." "The stable outlook reflects Brocade's improved credit profile, characterized by ongoing debt reduction and lower leverage, as well as our expectation that the company's financial policy will remain consistent with an intermediate financial risk profile. Its current business profile and modest expected improvement in its financial profile limit a possible upgrade over the coming year," S&P said. "Alternatively, we would consider a lower rating if the company pursues a more aggressive financial policy via a sizable debt- financed acquisition or shareholder returns such that leverage is sustained above 3x," S&P said. BXP 1 LLC: Court Discharges Angela Ortiz as Receiver ---------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York approved a Stipulation and Consent discharging Angela Ortiz from her duties as receiver in a mortgage foreclosure action for the premises located at 1636-1640 University Avenue also known as 1636-1640 Dr. Mar. Martin Luther King, Jr. Boulevard, Bronx, New York in the County of Bronx, City and State of New York. The Stipulation and Consent was entered by and among BXP 1 LLC, the Receiver and creditors. The Court awarded Ms. Ortiz a commission of $9,961. Sally E. Unger, Esq., was awarded $42,000 as counsel to the Receiver. The stipulation and consent, provides, among other things, that: -- the Receiver will cancel her liability insurance with the Hartford Fire Insurance Company, effective as of Sept. 30, 2011, and will turn over to 1636-40 Universe Debt, LLC's counsel any refunds she receives from the liability carrier and the surety within a reasonable period of time of her receipt thereof; -- creditors and the Receiver mutually and generally release one another from any and all claims or liability; and -- upon payment of the funds in her possession, the Receiver will be deemed released from all liability and obligations with respect to the monies collected and paid out and all acts of the Receiver arising out of and by virtue of the Receivership. About BXP 1 LLC Porter Ranch, California-based BXP 1 LLC owns six apartment buildings in the Bronx, New York. On July 13, 2010, Angela Ortiz was appointed as receiver of the Debtor's real property. The Debtor filed a Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-15608) on Oct. 27, 2010. Backenroth Frankel & Krinsky, LLP, represents the Debtor in the Chapter 11 case. In its schedules, the Debtor disclosed $19,356,812 in total assets and $13,931,125 in total debts as of the Petition Date. In June 2011, the Debtor and 1636-40 Universe Debt LLC, the lender, reached a stipulation consenting to the receiver's continued control of the property and the receiver's retention of Sally E. Unger, Esq. at Kossoff & Unger, as her counsel. As reported in the Troubled Company Reporter on Sept. 26, 2011, the Court confirmed the Debtor's Plan of Reorganization on Sept. 8, 2011. CAREFREE WILLOWS: Files Third Amended Disclosure Statement ---------------------------------------------------------- Carefree Willows, LLC, has filed a third amended disclosure statement in support of its plan of reorganization dated Dec. 28, 2011. The Plan contemplates the contribution of the sum of $7,132,177 from a combination of Kenneth L. Templeton, Carefree Holdings, LP, MLPGP, LLC, and the Templeton Family Trust Dated October 8, 1992, and the Ken II Trust Dated May 4, 1998. The Debtor intends to sell or refinance the Property prior to the Maturity Date in order to comply with the final payment to AG and any other payments required under the Plan. The classification and treatment of claims under the plan are: A. Class 1 (AG Secured Claim) - The amount of the AG Allowed Secured Claim will be the sum of $30,000,000, less all post-petition payments made by the Debtor to AG up to the Confirmation Date. AG will retain its security interest in the Property and rents as evidenced by the AG Deed of Trust, as well as all other security interests as created by the loan documents. On or before the 15th day of each and every month, commencing on the 15th day of the next month following the Effective Date, the Debtor will make a monthly payment to AG based upon a 30-year amortization of the AG Allowed Secured Claim at the AG Interest Rate. On or before the 15th day of each and every month, commencing on the 15th day of the next month following the Effective Date, the Debtor will make a monthly payment to AG based on a 30-year amortization of the AG Allowed Secured Claim at the AG Interest Rate. The balance owed on the AG Allowed Secured Claim, will be paid on or before 10 years following the Effective Date, or at an earlier date as the Debtor may propose at the confirmation hearing. B. Class 2 (AG Total Deficiency Claim): The AG Undisputed Deficiency will be paid in full on or before the Effective Date. The sum of $3,720,000 will be placed in a segregated interest bearing escrow account at a location mutually agreed by the parties, or ordered by the Bankruptcy Court, until a final determination is made in the State Court Proceeding as to the amount owed to AG on account of the AG Disputed Deficiency. C. Class 3 (Service 1st Bank of Nevada): The Allowed Secured Claim of the Service 1st Bank of Nevada will retain its lien against the Debtor's 32 passenger bus, will bear interest at the rate of 6% per annum, or another rate as the Court will determine is appropriate at the Confirmation Hearing, and will be paid by equal monthly payments over a period of 48 months, commencing on the first day of the first month following the Effective Date. D. Class 4 (Unsecured Claims): Allowed Unsecured Claims electing the first alternative will be paid 95% of their Allowed Claims, without interest, on the Effective Date. Allowed Unsecured Claims electing the second alternative will be paid 5.37% of their allowed claim on the Effective Date, and will receive 50% of the net proceeds above the amount of $35,000,000 derived from any sale or refinance of the Property under the terms of the Plan up to a maximum amount of 14% of the Allowed Claim of the creditor. E. Class 5 (Membership Interests): The members will retain their membership interests in the Reorganized Debtor. Carefree Holdings, LP, and Willows Investment Group, LLC, will continue be the managing members of the Reorganized Debtor. Ken Templeton will continue to be the principal person in charge of management of the Reorganized Debtor. Post-confirmation the Property will continue to be managed by Ken Templeton Realty and Investment, Inc. Compensation, paid monthly, will continue at the same pre-petition rate of 6% of all amount collected. A copy of the Third Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/CAREFREE_WILLOWS_ds_3rdamended.pdf About Carefree Willows LLC Carefree Willows, LLC, is the owner of an existing 300-unit senior housing complex, located 3250 S. Town Center Drive, in Las Vegas. Nevada. Carefree Willows filed a Chapter 11 petition (Bankr. D. Nev. Case No. 10-29932) on Oct. 22, 2010. Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno, Nevada, serves as counsel to the Debtor. The Debtor disclosed $30,604,014 in assets and $36,531,244 in liabilities as of the Chapter 11 filing. CLARE OAKS: Taps CliftonLarsonAllen LLP as Accountants ------------------------------------------------------ Clare Oaks, asks the U.S. Bankruptcy Court for the Northern District of Illinois for permission to employ CliftonLarsonAllen LLP as accountants. The Debtor relates that on Jan. 12, 2012, it entered into a third engagement agreement with CLA (the ? Cost Report Agreement, and together with the Audit Agreement and Consulting Agreement, the ?Engagement Agreements) for the audit of its Project Cost Report. 1. The Audit Agreement requires CLA to: (a) update and complete the audit of the Debtor's financial statements for the year ended June 30, 2009; and (b) update and complete the audit of the Debtor's financial statements for the year ended June 30, 2010. Prepetition, CLA started, but did not complete, the financial statement audits. The fee to update and complete the two financial statement audits will be no more than approximately $27,000. 2. The Consulting Agreement requires CLA to provide, inter alia, accounting and consulting services related to Medicare and Medicaid reimbursement and cost reporting issues. The fee for these services will be no more than $30,000. 3. The Cost Report Agreement requires CLA to audit the Debtor's Project Cost Report and to provide an opinion on whether the Project Cost Report is fairly presented, in all material respects, in conformity with generally accepted accounting principles. The fee for these services will range between $5,000 and $7,500. Pursuant to the Engagement Agreements, CLA has agreed that its audit and consulting services will cost no more than $64,500, itemized as: a) Update and complete audit of financial statements for year ended June 30, 2009 ($12,000); b) Update and complete audit of financial statements for year ended June 30, 2010 ($15,000); c) Provide accounting support related to Medicare and Medicaid reimbursement and cost reporting issues, as well as other general consulting services required by the Debtor ($30,000); and d) Audit the Project Cost Report (between $5,000 and $7,500). Chad Kunze, a partner and C.P.A. at CliftonLarsonAllen LLP, tells the Court that the billing rates pursuant to the Audit Agreement and Cost Report Agreement are: Professional Rate ------------ ---- Chad Kunze, audit partner $295 Tim Richter, audit in-charge $175 Chris Piche', quality review $385 Various Audit Staff $130 ? 175 Client service assistants $80 ? 105 The billing rates pursuant to the Consulting Agreement are: Consultant Rate ---------- ---- Chad Kunze, partner $295 Debbie Elsey, reimbursement principal $380 Other Consultants (Clinical, Nursing, Billing, etc.) $275 - $400 Tim Richter, cost report in-charge $175 Various Reimbursement Staff $130 ? $175 Client service assistants $80 ? $105 Mr. Kunze also tells the Court that CLA holds an unsecured claim against the Debtor of $27,541 for unpaid services related to its preparation of Medicare cost reports, tax extension requests, arbitrage rebate reports, and other services. Mr. Kunze assures the Court that the fact that CLA holds an unsecured claim for services rendered prepetition will not impact the judgment of the CLA professionals or the quality of services provided. But if the Court believes that holding such claim disqualifies CLA from employment, CLA agrees to waive it. About Clare Oaks Clare Oaks, an Illinois not-for-profit corporation organized under section 501(c)(3) of the Internal Revenue Code, operates a namesake continuing care retirement community in Bartlett, Illinois. Its members are the Sisters of St. Joseph of the Third Order of St. Francis, a Roman Catholic religious institute, who are elected and serving as the members of the Central Board of the Congregation. Clare Oaks is managed by CRSA/LCS Management LLC, an affiliate of Life Care Services LLC. Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 11-48903) on Dec. 5, 2011. Judge Pamela S. Hollis presides over the case. David R. Doyle, Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at Ungaretti & Harris LLP, serve as the Debtor's counsel. North Shores Consulting serves as the Debtor's operations consultant. Continuum Development Services and Alvarez & Marsal Healthcare Industry Group LLC serve as advisors. Alvarez & Marsal's Paul Rundell serves as the Chief Restructuring Officer. Sheila King Marketing + Public Relations serves as communications advisors. In its petition, Clare Oaks estimated $100 million to $500 million in assets and debts. The petition was signed by Michael D. Hovde, Jr., president. Wells Fargo, as master trustee and bond trustee, is represented by Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq., and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC. Sovereign Bank, the letters of credit issuer, is represented by John R. Weiss, Esq., at Duane Morris LLP. Senior Care Development LLC, the DIP Lender, is represented by William S. Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen & Snyder LLP. CLEAN BURN: Judge Taps Sara A. Conti as Ch. 11 Trustee ------------------------------------------------------ Martin Bricketto at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Thomas W. Waldrep Jr. on Wednesday appointed a Chapter 11 trustee for Burn Fuels LLC following Perdue BioEnergy LLC's defeated bid to convert the proceedings into a Chapter 7 liquidation. Law360 relates that Judge Waldrep Jr. tapped Sara A. Conti of Carrboro, N.C., as trustee and lodged an order during a Jan. 10 hearing to reject Perdue BioEnergy's motion to convert the case and grant the U.S. Bankruptcy Administrator's motion to appoint a trustee. About Clean Burn Founded in 2005, Clean Burn Fuels LLC is the first company to produce ethanol in North Carolina. It completed the construction of its ethanol plant in August 2010 and started producing and selling ethanol and dried distillers grains with solubles (DDGS) shortly thereafter. Clean Burn filed for Chapter 11 bankruptcy protection (Bankr. M.D.N.C. Case No. 11-80562) on April 3, 2011. John A. Northen, Esq., at Northen Blue, L.L.P., in Chapel Hill, N.C., represents the Debtor. Neal, Bradsher & Taylor, P.A., serves as its accountants. Charles M. Ivey, Esq., at Ivey McClellan Gatton, in Greensboro, N.C., represents the Creditors' Committee as counsel. Since the petition date, the Debtor has not operated its ethanol plant. COLORADO ALTITUDE: Can Hire Lathrop as Counsel in Patent Suit ------------------------------------------------------------- Colorado Altitude Training LLC won Court authority to employ Lathrop & Gage LLP as special counsel, nunc pro tunc to Nov. 23, 2011, to represent the Debtor in a patent infringement action filed by Stephen Nevin in state court. The Debtor also obtained permission to pay Lathrop & Gage a $40,000 retainer from its post- petition earnings. Hypoxico LLC objected to the Application and Stephen Nevin filed a joinder to the Objection. Hypoxico and Nevin do not object to the employment, only to the payment of the retainer, alleging that the funds with which such retainer would be paid are their cash collateral. The Court, however, held that neither Hypoxico nor Mr. Nevin have a judgment finding the Debtor liable for infringement, much less finding that the Debtor's profits are attributable to the infringing use and should be subjected to a constructive trust. While Hypoxico did formerly have a judgment against the Debtor, that judgment was set aside and a new trial was ordered, which is set to commence on Jan. 30, 2012. Mr. Nevin argues that he has an interest in cash collateral pursuant to his pre-petition security interest in the Debtor's accounts receivable and other assets. The Court, however, noted that the Debtor has segregated the proceeds of its pre-petition accounts receivable ($2,000) and is not proposing to use such funds to pay the retainer to the firm. A Feb. 2 hearing on the application is vacated and Hypoxico's motion to continue that hearing is denied as moot. A copy of Bankruptcy Judge Elizabeth E. Brown's Jan. 26 order is available at http://is.gd/zTvME8from Leagle.com. Based in Louisville, Colorado, Colorado Altitude Training LLC filed a Chapter 11 petition (Bankr. D. Colo. Case No: 10-21951) on May 14, 2010. Judge Elizabeth E. Brown presides over the case. Peter J. Lucas, Esq. -- lucasp@appellucas.com -- in Denver. In its petition, the Debtor estimated $100,001 to $500,000 in assets and $1 million to $10 million in debts. The petition was signed by L.M. Kutt, CEO. COMMERCIAL VEHICLE: S&P Raises Corporate Credit Rating to 'B' ------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on New Albany, Ohio-based Commercial Vehicle Group Inc. (CVG) to 'B' from 'B-'. "Our rating outlook is stable," S&P said. "At the same time, we raised the issue rating on CVG's $250 million second-lien senior secured notes due 2019 to 'B' from 'B- '. The recovery rating is '4', indicating our expectation that lenders would receive average (30% to 50%) recovery in the event of a payment default," S&P said. "We also raised our assessment of the company's financial profile to 'aggressive' (by our definition) from 'highly leveraged' to reflect the lower leverage and expectations for some free cash flow generation in 2012 and 2013," S&P said. "The upgrade reflects the progress made by CVG during the past two years of North American commercial vehicle production expansion to improve revenues, EBITDA, and leverage," said Standard & Poor's credit analyst Nancy Messer. "We believe that for 2011, CVG will have reduced lease-adjusted leverage to below 5x and earned adjusted EBITDA of about $67 million. We expect free cash flow in 2012 to break even or move into positive territory." "We look for commercial truck production volumes in North America to continue rising this year and next," continued Ms. Messer, "which should benefit CVG, which derives about 40% of its revenues from sales to the highly cyclical Class 8 truck market in North America." "ACT Research Co. LLC forecasts a double-digit volume increase in 2012, year over year, in Class 8 production, to about 295,000 units and a further small expansion in 2013. Although we do not expect production volumes in this upcycle to reach peak production of 376,000 units reached in 2006, we view a longer-term replacement trend of 220,000-230,000 trucks per year to be sustainable. The current upcycle is being driven by the relatively high average age of the U.S. Class 8 truck fleet, combined with improving truck tonnage, among other factors. Some of the company's other markets?-construction (23% of revenues), for example -? are also cyclical, while aftermarket (14%) is less volatile." "Our outlook on CVG is stable. We believe that commercial-truck production in North America -- which accounts for around 40% of CVG's sales -- will continue to expand in 2012 and into 2013, likely reaching a near-term peak in the latter year. Expanding markets should improve CVG's operating efficiencies and enable it to increase earnings enough to reduce leverage and increase cash flow in each of 2012 and 2013. For the current rating, we expect adjusted leverage to remain below 5x. Moreover, we expect funds from operations to total debt of 15% or higher and a break- even or positive free operating cash flow (FOCF) in 2012," S&P said. "We could raise the rating if CVG reduces leverage -- as measured by debt to EBITDA, including our adjustments -- to significantly below 4x and produces consistent FOCF in 2012 and 2013. This could occur if adjusted EBITDA were to increase to $80 million or better and improve from that point. To raise the rating, we would also need to believe that the company would not undertake transforming acquisitions or acquisitions requiring leverage. And, for an upgrade, we would need to believe that the company's market position and operating execution are sufficiently robust to withstand the possible downturn in commercial-vehicle production volumes in North America in 2014 without causing free cash flow to turn negative," S&P said. "We could lower our ratings if CVG's markets do not continue improving in 2012, if CVG does not realize expected savings from restructuring efforts, or if the company cannot adequately manage working-capital funding requirements. We could lower the ratings if, for example, it appears CVG's adjusted EBITDA falls back to the level of $60 million in 2012. We could also lower the rating if the company were to use a meaningful amount of liquidity for acquisitions or capacity expansion, exceeding our estimate of about $30.5 million for capital spending, in the year ahead," S&P said. CONCHO RESOURCES: S&P Raises Corporate Credit Rating to 'BB+' ------------------------------------------------------------- Standard & Poor's Rating Services raised its corporate credit rating on Midland, Texas-based Concho Resources Inc. to 'BB+' from 'BB'. The outlook is stable. "At the same time we raised the senior unsecured rating to 'BB+' from 'BB'. The recovery rating remains '3', indicating our expectation of meaningful (50% to 70%) recovery in the event of a payment default," S&P said. "The upgrade on Concho reflects its strong reserve replacement performance, solid production growth, and the expectation that Concho will continue to grow its midsize reserve base which totaled 342.6 million barrels of oil equivalent reserves as of June 30, 2011," said Standard & Poor's credit analyst Stephen Scovotti. "In addition, we view it as highly favorable that the company's reserves are focused on oil and its gas assets tend to be liquids rich. The ratings on the company also reflect the company's participation in the competitive and highly cyclical oil and gas industry and its geographically concentrated reserve base." "The stable outlook on Concho incorporates our expectation that its debt to EBITDAX will remain at less than 2.5x while the company continues to post production growth. We could lower the rating if contrary to our current expectations; financial measures deteriorate such that debt to EBITDAX increases above 3.0x for a sustained period, due to lower-than-anticipated oil price realizations, a more aggressive capital spending program, or acquisitions that are not funded in a balanced manner. We do not expect to upgrade Concho in the near term," S&P said. CONSTRUCTION SUPERVISION: Case Summary & Unsecured Creditors ------------------------------------------------------------ Debtor: Construction Supervision Services, Inc. aka CSSI 300 Sigma Drive Garner, NC 27529 Bankruptcy Case No.: 12-00569 Chapter 11 Petition Date: January 24, 2012 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: William P Janvier, Esq. JANVIER LAW FIRM, PLLC 1101 Haynes Street, Suite 102 Raleigh, NC 27604 Tel: (919) 582-2323 Fax: (866) 809-2379 E-mail: bill@janvierlaw.com Scheduled Assets: $8,203,552 Scheduled Liabilities: $8,976,014 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nceb12-00569.pdf The petition was signed by Jeremy Spivey, president. CONTINENTAL RESOURCES: S&P Raises Corp. Credit Rating to 'BB+' -------------------------------------------------------------- Standard & Poor's Rating Services raised its corporate credit rating on Enid, Okla.-based Continental Resources Inc. (Continental) to 'BB+' from 'BB'. The outlook is stable. "At the same time we raised the senior unsecured rating to 'BB+' from 'BB'. The recovery rating remains '3', indicating our expectation of meaningful (50% to 70%) recovery in the event of a payment default," S&P said. "The upgrade on Continental reflects its strong reserve replacement performance, solid production growth, and the expectation that Continental will continue to grow its midsize reserve base, which totaled 508 million barrels of oil equivalent reserves on Dec. 31, 2011," said Standard & Poor's credit analyst Stephen Scovotti. "In addition, given the current price of hydrocarbons, we view it as highly favorable that the company's reserves are focused on oil, and its gas assets tend to be liquids rich. The ratings on the company also reflect its participation in the competitive and highly cyclical oil and gas industry and its geographically concentrated reserve base." "The stable outlook on Continental incorporates our expectation that its debt to EBITDAX will remain at less than 2.0x while the company continues to post production growth. We could lower the rating if contrary to our current expectations, financial measures deteriorate such that debt to EBITDAX increases above 3.0x for a sustained period, due to lower-than-anticipated oil price realizations or a more aggressive capital spending program. We do not expect to upgrade the company in the near term," S&P said. CRYSTALLEX INT'L: Written Submissions to ICSIDDUe Feb. 10 --------------------------------------------------------- Crystallex International Corporation said that at an initial hearing on Dec. 1, 2011 the arbitral tribunal appointed under the rules of the Additional Facility of the International Centre for the Settlement of Investment Disputes in respect of the Company's arbitration claim agreed upon a schedule of written submissions and set the final oral hearing date. Based upon the schedule set for the claim, Crystallex is obligated to file its first written submission with ICSID on Feb. 10, 2012 and Venezuela's first written submission is due to be filed on Aug. 31, 2012. Both parties will file additional submissions in 2013, Crystallex on Jan. 18, 2013 and Venezuela on June 10, 2013 with the final oral hearing set for Nov. 11-22, 2013 in Washington, D.C. About Crystallex Crystallex International Corporation is a Canadian based mining company, with a focus on acquiring, exploring, developing and operating mining projects. Crystallex has successfully operated an open pit mine in Uruguay and developed and operated three gold mines in Venezuela. The Company's principal asset is its international claim in relation to its investment in the Las Cristinas gold project located in Bolivar State, Venezuela. The Company also reported a net loss and comprehensive loss of US$33.71 million for the nine months ended Sept. 30, 2011, compared with a net loss and comprehensive loss of US$27.66 million for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed US$19.77 million in total assets, US$115.07 million in total liabilities and a US$95.29 million total shareholders' deficiency. Crystallex obtained an initial order from the Ontario Superior Court of Justice (Commercial List) for protection under the Companies' Creditors Arrangement Act (Canada) dated Dec. 23, 2011. Crystallex has also commenced a proceeding under chapter 15 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware in order to ensure that relevant CCAA orders are enforced in the United States. The U.S. Bankruptcy Court has recognized Crystallex's CCAA proceeding as well as the initial order and subsequent stay extension of the Ontario Superior Court of Justice. Venezuela Arbitration Crystallex has been informed that the arbitral tribunal for its claim against the Bolivarian Republic of Venezuela with respect to the Las Cristinas Project has agreed upon a schedule of written submissions from the parties and has set a hearing date of November 11, 2013. The Company is diligently advancing its arbitration claim, while remaining receptive to settlement alternatives with Venezuela. The Company will continue to vigorously pursue this claim while it remains under creditor protection. DELTA AIR: Eyeing Merger With USAir Too; Taps Goldman & Blackstone ------------------------------------------------------------------ The Wall Street Journal's Gina Chon, Anupreeta Das and Susan Carey report that people familiar with the matter said Delta Air Lines Inc. is studying US Airways Group Inc. as a possible acquisition target. The WSJ sources also have said Delta has been assessing a similar move for American Airlines parent AMR Corp. The sources told the Journal Delta is working with Goldman Sachs Group Inc. as one of its financial advisers, along with Blackstone Group. WSJ notes a Delta-American combo could draw antitrust scrutiny, given the massive size of the merged company. Sources told the Journal that Delta has conducted an antitrust analysis and believes with concessions, it would have a good chance of obtaining regulatory approval. According to the Journal, people familiar with the matter said Delta hasn't yet approached US Airways and is still weighing which deal if any would make most sense and have the best odds of success. The people, according to the Journal, cautioned that these are very early-stage explorations and any deal, if it happens, may not be reached until a year or so from now. The sources said Delta sees itself as a consolidator in the airline industry and is studying several options. The Journal's sources also said US Airways is open to being both a buyer or a seller and is expecting Delta to reach out. The Wall Street Journal and Bloomberg News reported that US Airways' CEO Doug Parker confirmed in a telephone conference call Wednesday that his Company is studying an acquisition of AMR and that it has retained advisers to help assess a possible bid. According to the WSJ report, Mr. Parker said USAir has retained investment bankers Barclays Capital and Millstein & Co. and law firm Latham & Watkins LLP to explore the carrier's options now that AMR is reorganizing in bankruptcy court. According to the Journal, US Airways-AMR merger would form a company on par with Delta or United Air Lines, which became the largest U.S. carrier after its merger with Continental Airlines in 2010. In 2008, Delta merged with Northwest Airlines. It became the largest airline at that time until the UAL-Continental deal. In 2006, US Airways made a $8.7 billion hostile bid for Delta when that company was in bankruptcy proceedings, but that effort failed. US Airways itself is the product of a 2005 merger of the old US Airways, which was coming out of bankruptcy, and America West Airlines. Private-equity firm TPG Capital is also considering a deal with AMR. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. The Company's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at Skadden, Arps, Slate, Meagher & Flom LLP entered their appearance as proposed counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings on Dec. 9, 2011. The Committee has selected Togut, Segal & Segal LLP as co-counsel for conflicts and other matters; Moelis & Company LLC as its investment banker, and Mesirow Financial Consulting, LLC as its financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) DRINKS AMERICAS: Issues 18.2 Million Common Shares -------------------------------------------------- As previously reported, Drinks Americas Holdings, Ltd., and Worldwide Beverage Imports, LLC, entered into a Stock Purchase Agreement, dated June 27, 2011, and an Amendment No. 1 to the Stock Purchase Agreement, dated Nov. 1, 2011. Under Section 6(i) of the Original Purchase Agreement, upon the completion of various conditions, the Company agreed to issue such number of shares of its common stock required such that: (x) Worldwide will own 49%, (y) management of the Company will own 35%, (z) two consultants of Worldwide, or their respective designees, will own 2.5% each, of the number of shares issued and outstanding of the Company at such time. Pursuant to the Amendment Agreement, the Resulting Ownership was amended such that the issuance of the 35% ownership to the Company's management is also conditioned upon the cancellation of all outstanding Series C Preferred Stock of the Company. As previously reported, Worldwide granted license and distribution rights to the Company of up to 39 SKUs of products owned or licensed by Worldwide. Furthermore, Worldwide agreed to (i) forgive a $300,000 loan owed to it by the Company; and (ii) deliver to the Company $1,200,000 in inventory related to the Rights, the sales proceeds of which are to be contributed to the capital of the Company. On Jan. 19, 2011, the Company issued an aggregate of 18,180,297 shares of the Company's common stock. 4,175,348 shares, representing the 49% allocation of the Resulting Ownership, were issued to Worldwide. An aggregate of 7,306,859 shares, representing the 35% allocation of the Resulting Ownership, was issued to various members of the Company's management. The allocation of the 7,306,859 shares was determined by taking into consideration the proportionate amount of each recipient's investment into the Company and the Series C Preferred Stock held and cancelled by each recipient. An aggregate of 943,836 shares, representing the 5% allocation of the Resulting Ownership, was issued to two consultants of Worldwide in equal amounts. The shares issued in connection with the Resulting Ownership obligations under the Original Purchase Agreement and the Amendment Agreement were issued by the Company in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. About Drinks Americas Headquartered in Wilton, Conn., Drinks Americas Holdings, Ltd. -- http://www.drinksamericas.com/-- through its majority-owned subsidiaries, Drinks Americas, Inc., Drinks Global, LLC, D.T. Drinks, LLC, and Olifant U.S.A Inc., imports, distributes and markets unique premium wine and spirits and alcoholic beverages associated with icon entertainers, celebrities and destinations, to beverage wholesalers throughout the United States. The Company reported a net loss of $4.58 million on $497,453 of net sales for the year ended April 30, 2011, compared with a net loss of $5.61 million on $890,380 of net sales during the prior year. Bernstein & Pinchuk, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant losses from operations since its inception and has a working capital deficiency. The Company's balance sheet at Oct. 31, 2011, showed $2.52 million in total assets, $5.35 million in total liabilities, and a $2.83 million total stockholders' deficiency. EAST HARLEM: Court OKs Feb. 1 Extension of Plan Deadline -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has approved the stipulation by and between East Harlem Property Holdings, LP, and C-III Acquisition LLC extending the Debtor's exclusive periods to file a plan of reorganization and solicit acceptances of a filed plan through and including Feb. 1, 2012. The Debtor has filed a motion with the Bankruptcy Court seeking the entry of an order granting a 120-day extension of the Debtor's exclusive filing period and solicitation period. To the extent the Debtor fails to file a Plan by Jan. 26, 2012, or that Plan is not in form or substance satisfactory to C-III in its sole discretion, C-III will have until Jan. 27, 2012 at 4:00 p.m. (EST) to file an opposition to the motion. The motion will be adjourned to Feb. 1, 2012 at 10:00 a.m. (EST), or as soon thereafter as counsel may be heard. To the extent that the Debtor files a Plan and that Plan is acceptable in form and substance to C-III in its sole discretion, then (i) the Debtor's exclusive period within which to solicit acceptances of that Plan is hereby extended through and including March 31, 2012, and (ii) the confirmation hearing on that Plan will occur on or before April 30, 2012. Attorneys for C-III Acquisitions LLC may be reached at: Alfredo R. Perez, Esq. WEIL, GOTSHAL & MANGES, LLP 700 Louisiana Street, Suite 1600 Houston, TX 77002 Tel: (713) 546-5000 About East Harlem East Harlem Property Holdings, LP, is a limited partnership formed in Delaware on March 13, 2007. The Debtor owns 100% of the limited liability company membership interests in 27 special purpose entities), which own, in the aggregate, approximately 1,200 residential units and 50 commercial units located within 47 buildings located in New York, New York. The Real Properties are primarily located in an area bounded by 100th Street to the south, 188th Street to the north, Pleasant Avenue to the east and Park Avenue to the west. The Debtor filed for Chapter 11 relief (Bankr. S.D.N.Y. Case No. 11-14368) on Sept. 15, 2011. Judge James M. Peck presides over the bankruptcy case. Joseph S. Maniscalco, Esq., and Jordan Pilevsky, Esq., at Lamonica Herbst & Maniscalco, LLP, in Wantagh, New York, represents the Debtor as counsel. In its petition, the Debtor listed assets of between $100 million and $500 million and debts of between $10 million and $50 million. The petition was signed by Linda Greenfield, vice president of Harlem Housing, LLC, sole and managing member of East Harlem GP, LLC, general partner. ENER1 INC: Maturity of $6.5-Mil. Bzinfin Loan Extended to Jan. 27 ----------------------------------------------------------------- Ener1, Inc., as borrower, and Bzinfin, as agent, and certain investment funds managed by Goldman Sachs Asset Management, L.P., and Bzinfin, as lenders, entered into a Letter Amendment effective as of Jan. 20, 2012, to the Loan Agreement, pursuant to which the parties extended the maturity date of the related $6,500,000 term loan to Jan. 27, 2012. Bzinfin S.A. and its affiliates disclosed that, as of Jan. 20, 2012, they beneficially own 104,376,280 shares of common stock of Ener1 representing 47.3% of the shares outstanding. A full-text copy of the amended Schedule 13D disclosure is available for free at http://is.gd/iibOb1 About Ener1 Ener1 Inc. (OTCBB: ENEI) -- http://www.ener1.com/-- has three business lines, which the company conducts through three operating subsidiaries. EnerDel, an 80.5% owned subsidiary, which is 19.5% owned by Delphi, develops Li-ion batteries, battery packs and components such as Li-ion battery electrodes and lithium electronic controllers for lithium battery packs. EnerFuel develops fuel cell products and services. NanoEner develops technologies, materials and equipment for nano-manufacturing. Ener1 Inc. filed for bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-10299) on Jan. 26, 2012, to implement a prepackaged plan of reorganization. The Company disclosed assets of $73.9 million and debt of $90.5 million as of Dec. 31, 2011. It owes $57.3 million on 8.25% senior notes and $11.2 million under a line of credit provided by Bzinfin S.A. Under its restructuring, the Debtor will reduce funded debt from $91 million to $46 million, under a plan where debt holders will receive newly issued debt and equity. Reed Smith LLP is Ener1's legal adviser and its financial adviser is Houlihan Lokey Capital Inc. The Garden City Group Inc. is the claims and notice agent. ENERGY COMPOSITES: Expiration of Warrants Extended to Dec. 31 ------------------------------------------------------------- The Board of Directors of Trailblazer Resources, Inc., formerly Energy Composites Corporation, approved the extension of the expiration date of all of its outstanding warrants to Dec. 31, 2012, such that all of the warrants will be deemed to have been continuously exercisable through the new expiration date of each warrant. In addition, the Board approved a decrease in the exercise price of the warrants so that each warrant is now exercisable to purchase one share of the Company's common stock at a price of $1.50 per share. About Energy Composites Wisconsin Rapids, Wisconsin-based Energy Composites Corporation is a manufacturer of composite structures and vessels for a range of clean technology industries. Based on its research of companies in this sector, the Company believe it has the Midwest's largest and most automated manufacturing capabilities with its world- class, automated 73,000 square foot climate-controlled manufacturing facility in Wisconsin Rapids, Wisconsin. The Company reported a net loss of $6.36 million on $0 of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $3.34 million on $0 of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $8.76 million in total assets, $11.02 million in total liabilities and a $2.25 million total stockholders' deficit. The Company does not generate any revenues, but incur general and administrative expenses related to its status as a publicly-held company, such as legal and accounting fees along with transfer agent fees. As reported in the TCR on April 27, 2011, Moquist Thorvilson Kaufmann Kennedy & Pieper LLC, in Edina, Minnesota, expressed substantial doubt about Energy Composites' ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company had net losses for the years ended Dec. 31, 2010, and 2009, and had an accumulated deficit at Dec. 31, 2010. FIRSTFED FINANCIAL: March 14 Hearing on Plan Disclosures -------------------------------------------------------- BankruptcyData.com reports that FirstFed Financial creditor Holdco Advisors filed with the U.S. Bankruptcy Court a Chapter 11 Plan of Reorganization and related Disclosure Statement. According to the Disclosure Statement, "The Plan provides for the reorganization of the Debtor and for Holders of certain Allowed Claims to receive equity in the Reorganized Debtor, with the option for each Holder of General Unsecured Claims to receive instead a "cash out" right of payment and/or a security that results in cash from certain of the Debtor's assets, including Cash held by the Debtor as of the Effective Date. In order to effectuate the Distributions, the Plan provides that all of the assets of the Debtor's Estate (including Causes of Action not expressly released under the Plan) shall vest in the Reorganized Debtor and then, where applicable, be distributed pursuant to the Plan." The Court scheduled a March 14, 2012 hearing to consider approval of the adequacy of the Disclosure Statement. About FirstFed Financial Irvine, Calif.-based FirstFed Financial Corp. is the bank holding company for First Federal Bank of California and its subsidiaries. The Bank was closed by federal regulators on Dec. 18, 2009. FirstFed Financial Corp. filed for Chapter 11 protection (Bankr. C.D. Calif. Case No. 10-10150) on Jan. 6, 2010. Jon L. Dalberg, Esq., at Landau Gottfried & Berger LLP, represents the Debtor in its restructuring effort. Garden City Group is the claims and notice agent. The Debtor disclosed assets at $1 million and $10 million, and debts at $100 million and $500 million. FRONTIER AIRLINES: Republic Names New CEO of Unit Ahead of Split ---------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that Republic Airways Holdings Inc. on Thursday named David Siegel as chief executive, president and interim chief operating officer of its Frontier Airlines unit as it prepares to dispose of the loss-making Frontier business. About Frontier Airlines Based in Denver, Colorado, Frontier Airlines -- http://www.frontierairlines.com/-- is the second-largest jet service carrier at Denver International Airport. Frontier Airlines Holdings, Inc. and its affiliates filed for Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297 thru 08-11299). Benjamin S. Kaminetzky, Esq., and Hugh R. McCullough, Esq., at Davis Polk & Wardwell, represented the Debtors in their restructuring efforts. Togul, Segal & Segal LLP was the Debtors' Conflicts Counsel, Faegre & Benson LLP was the Debtors' Special Counsel, and Kekst and Company was the Debtors' Communications Advisors. In June 2009, Republic Airways Holdings offered to acquire the Debtors' assets for $108 million. In July 2009, Southwest Airlines countered with a $113.6 million bid. In August 2009, Republic won the bidding, paying $109 million and assuming about $1 billion of debt and aircraft-lease obligations. In September 2009, the Bankruptcy Court confirmed the Company's Plan of Reorganization which was premised on the Republic deal. Republic closed the deal in October 2009. Frontier Airlines became a wholly owned subsidiary of Indianapolis-based Republic, along with Chautauqua Airlines, Lynx Aviation, Republic Airlines and Shuttle America. The Republic deal permitted unsecured creditors to have a 9.6% recovery on claims as high as $350 million. FUSION TELECOMMUNICATIONS: Inks Purchasing Pact with GNYHA ---------------------------------------------------------- Fusion Telecommunications International, Inc., has entered into an exclusive Group Purchasing agreement for Cloud Services and Communications Solutions with the group purchasing organizations Essensa and Innovatix, LLC., subsidiaries of GNYHA Ventures, Inc. Fusion and the GPO organizations will offer GPO members in healthcare and other vertical markets a full range of cloud services, including cloud computing, emergency preparedness and disaster recovery, storage and security. Fusion sales teams in markets across the United States and Puerto Rico will also provide GPO members with discounted pricing for hosted voice solutions that include a full complement of advanced service features, Unified Communications and Presence, Internet and other broadband data services, as well as a comprehensive portfolio of leading edge hardware designed to meet the specific needs of the healthcare industry. In combination with the GPOs' extensive expertise in servicing healthcare's unique requirements, Fusion's robust Cloud and Communications service offerings, which include complete consultative needs assessment, value analysis and professional services, will seek to reduce GPO member costs while increasing operating efficiencies. The Fusion-GPO agreement was entered into to meet the demands of today?s challenging economic environment, with the increasing need for significant cost reduction competing for simultaneous increases in productivity and efficiency through service expansion and enhancement. Matthew Rosen, Fusion's Chief Executive Officer, said, "We are extremely excited about the tremendous potential of this relationship, which has sharpened our focus on the explosive growth in the healthcare industry, and comes at a time of significant expansion in our portfolio of Cloud Services. We believe it positions us well to serve the dramatic increase in GPO Members' cloud computing, voice and data requirements. Our commitment to the GPO membership is simple: we aim to deliver cutting edge solutions designed to save money while at the same time increase productivity and improve the customer experience." About Fusion Telecommunications New York City-based Fusion Telecommunications International, Inc. (OTC BB: FSNN) is a provider of Internet Protocol ("IP") based digital voice and data communications services to corporations and carriers worldwide. Fusion Telecommunications reported a net loss of $5.8 million on $41.8 million of revenues for 2010, compared with a net loss of $9.6 million on $40.9 million of revenues for 2009. The Company reported a net loss of $3.54 million on $30.77 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $4.37 million on $30.46 million of revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $4.71 million in total assets, $14.99 million in total liabilities, and a $10.28 million total stockholders' deficit. As reported by the TCR on April 26, 2011, Rothstein, Kass & Company, P.C., in Roseland, New Jersey, expressed substantial doubt about Fusion Telecommunications' ability to continue as a going concern. The independent auditors noted that the Company the Company has negative working capital balances, incurred negative cash flows from operations and net losses since inception, and has limited capital to fund future operations. GELT PROPERTIES: U.S. Trustee Names 3-Member Creditors' Panel ------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors of Gelt Properties, LLC, et al. The Creditors Committee members are: 1. Arline Construction Services, LLC Attn: Tyrone F. Pitts, President 1100 East State Street Camden, NJ 08105 Tel: (609) 352-9119 Fax: (856) 583-1132 2. Shalom Deitsch 1484 Schirra Drive Ambler, PA 19002 Tel: (215) 901-4321 Fax: (215) 591-9312 3. Jeff Gatter 1258 Brandywine Creek Road P.O. Box 501 Unionville, PA 19375 Tel: (610) 701-1640 Fax: (610) 486-1138 About Gelt Properties Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC, and affiliate Gelt Financial Corporation borrow money from traditional lenders and make loans to commercial borrowers. They also acquire and manage real estate. Gelt Properties and Gelt Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11- 15826) on July 25, 2011. Judge Magdeline D. Coleman presides over the cases. Albert A. Ciardi, III, Esq., Jennifer E. Cranston, Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin, P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy counsel. The petitions were signed by Uri Shoham, the Debtors' chief financial officer. The Debtors' other professionals include: Eisenberg, Gold & Cettei P.C. as its special counsel to provide proper legal counsel to the Debtors with regard to defending against certain actions, Cohen and Forman as their special counsel to advise them upon all matters which may arise or which may be incident to the bankruptcy proceedings. Gelt Properties disclosed $4,727,090 in assets and $4,842,792 in liabilities as of the Chapter 11 filing. Its affiliate, Gelt Financial, has filed its schedules disclosing $20,340,725 in assets and $17,050,558 in liabilities as of the Chapter 11 filing. On Sept. 15, 2011, a committee of unsecured creditors was appointed. Schoff McCabe, P.C. represents the Committee. Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the Committee's accountants. GMX RESOURCES: Whitebox, et al., to Resell 3.8MM Common Shares -------------------------------------------------------------- GMX Resources, Inc., filed with the U.S. Securities and Exchange Commission a Form S-3 registration statement relating to the resale of up to 3,877,254 shares of common stock, par value $0.001, of GMX Resources Inc. that may be offered and sold from time to time by Whitebox Multi-Strategy Partners, LP, Pandora Select Partners, LP, HFR RVA Combined Master Trust, et al. The selling shareholders and certain transferees may offer and sell from time to time the shares of common stock at market prices, in negotiated transactions or otherwise, or distribute all or a portion of the shares to their shareholders. The timing and amount of any sale are within the sole discretion of the selling shareholders. The selling shareholders may sell the shares of common stock directly or through underwriters, brokers or dealers or through a combination of these methods. The selling shareholders will pay commissions or discounts to underwriters, brokers or dealers in amounts to be negotiated prior to the sale. The Company will not receive any of the proceeds from the sale of the shares covered by this prospectus. The Company's common stock is listed on The New York Stock Exchange under the symbol "GMXR." On Jan. 24, 2012, the closing sale price of the Company's common stock on The New York Stock Exchange was $1.17 per share. A full-text copy of the Form S-3 prospectus is available at: http://is.gd/YMscct About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas & Louisiana, 24 proved developed non-producing reservoirs, 48 proved undeveloped locations and several hundred other development locations. GMXR has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7 producing wells in New Mexico. The Company's strategy is to significantly increase production, revenues and reinvest in increasing production. GMXR's goal is to grow and build shareholder value every day. The Company reported a net loss of $138.29 million on $96.52 million of oil and gas sales for the year ended Dec. 31, 2010, compared with a net loss of $181.08 million on $94.29 million of oil and gas sales during the prior year. The Company also reported a net loss of $129.53 million on $90.62 million of oil and gas sales for the nine months ended Sept. 30, 2011, compared with net income of $8.58 million on $69.34 million of oil and gas sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $575.98 million in total assets, $432.65 million in total liabilities and $143.32 million in total equity. * * * In November 2011, Moody's downgraded the rating of GMX Resources' corporate family rating (CFR) to 'Caa3' from 'Caa1', the Probability of Default (PDR) rating to 'Ca' from 'Caa1', and the Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3. The outlook is negative. The downgrade of GMX's PDR and note ratings reflect the company's announcement that greater than 50% of the holders of the notes due 2019 have accepted a proposed exchange offer, which Moody's views as a distressed exchange. The lowering of the CFR and SGL ratings reflects Moody's expectation of potential liquidity issues through the first quarter of 2013, as well as elevated leverage following the issuance of at least $100 million of proposed secured notes under the exchange offer and a proposed $55 million volumetric production payment (VPP), both of which the company expects to be executed before the end of 2011. Moody's treats VPPs as debt in Moody's leverage calculations. The negative outlook reflects the potential for the CFR and note ratings to be lowered if liquidity deteriorates further. As reported by the TCR on Dec. 21, 2011, Standard & Poor's Ratings Services lowered its corporate credit rating on GMX Resources Inc. to 'SD' (selective default) from 'CC'. "We also lowered the company's issue-level ratings to 'D' from 'CC', reflecting its completion of an exchange offer for a portion of its $200 million 11.375% senior notes due 2019," S&P said. "The rating actions follow the company's announcement that it has completed the exchange offer for its 11.375% senior notes due 2019," said Standard & Poor's credit analyst Paul B. Harvey. "The exchange offer included $53 million principle of 11.375% senior notes that accepted an exchange of $1,000 principle for $750 principle of new 11% senior secured notes due 2017. We consider the completion of such an exchange, at a material discount to par, to be a distressed exchange and, as such, tantamount to a default under our criteria." GRACEWAY PHARMACEUTICALS: Files Chapter 11 Plan; To Sell Assets --------------------------------------------------------------- Lisa Uhlman at Bankruptcy Law360 reports that Graceway Pharmaceuticals LLC filed a Chapter 11 plan Wednesday in Delaware bankruptcy court that calls for the liquidation of substantially all its remaining assets and the resolution of all claims against the company. About Graceway Pharmaceuticals Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC offers dermatology, respiratory, and women's health products. Its Zyclara Cream is used for the treatment of external genital and perianal warts (EGW) in patients 12 years of age and older. The company offers products for the treatment of dermatology conditions, such as actinic keratosis, superficial basal cell carcinoma, external genital warts, atopic dermatitis, and acne; and respiratory conditions, such as asthma. Graceway Pharmaceuticals and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on Sept. 29, 2011. The company's debt includes $430.7 million owing on a first-lien revolving credit and term loan. Second-lien debt is $330 million, with mezzanine debt totaling another $81.4 million. Attorneys at Young Conaway Stargatt & Taylor LLP serve as counsel to the Debtors. Latham & Watkins LLP is the co-counsel. Alvarez and Marsal North America, LLC, is the financial advisor. Lazard Freres & Co. LLC is the investment banker. PricewaterhouseCoopers LLP is the tax consultant. BMC Group serves as claims and notice agent. Lowenstein Sandler PC serves as the committee counsel. GREYSTONE PHARMA: David Cocke Appointed as Liquidating Trustee -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Greystone Pharmaceuticals, Inc., selected David J. Cocke as Liquidating Trustee, pursuant to the Second Amended Plan of Reorganization proposed by First Texas Pharmaceuticals, Inc. This appointment has been approved by First Texas. Under the Plan, First Texas will provide financing in an amount of approximately $5,000,000, which will be used to implement the Plan and for working capital. First Texas has acquired a funding agreement of approximately $5,000,000, which will be used to implement the Plan. First Texas intends to obtain the funding from MSB Fairway Capital Partners. The initial draw on the line of credit for payments due on Effective Date, other expenses (fees of legal counsel for First Texas) and for working capital is expected to be not less than $2,500,000. About Greystone Pharmaceuticals Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka Greystone Medical, Inc., and Greystone Medical Group, Inc. -- operates a pharmaceutical company. The Company filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 09-32236) on Nov. 2, 2009. Kevin Crumbo has been appointed as Chapter 11 trustee in the Debtor's case. Butler, Snow, O'Mara, Stevens & Cannada PLLC serves as the trustee's counsel. David J. Cocke, Esq., at Evans Petree PC, in Memphis, Tenn., represents the Unsecured Creditors' Committee as counsel. In its schedules, the Debtor disclosed $25,467,546 in assets, and $22,601,150 in liabilities as of the Petition Date. GSC GROUP: BDCM Wins Nod to Send Plan to Confirmation on Feb. 14 ---------------------------------------------------------------- Judge Arthur Gonzales approved the adequacy of the disclosure statement explaining Black Diamond Capital Management, L.L.C.'s Fourth Amended Joint Chapter 11 Plan for GSC Group, Inc. and its affiliated debtors. Pursuant to the Disclosure Statement Order entered on Jan. 12, 2012, the U.S. Bankruptcy Court for the Southern District of New York authorized BDCM to cause the commencement of soliciting votes on the Plan. Epiq Bankruptcy Solutions, LLC is authorized to act as solicitation and voting agent with respect to the BDCM Plan and to perform balloting services. The record date for determining which creditors are entitled to vote on the Plan is fixed as Oct. 5, 2011. All ballots must be properly completed and executed so as to be actually received by the Solicitation Agent no later than 4:00 p.m. prevailing Eastern Time on Feb. 6, 2012. A hearing on the confirmation of the Plan will be held on Feb. 14, at 2:00 p.m. prevailing Eastern Time. Objections to the Plan confirmation must be in writing; state with particularity the basis and nature of any objection; and filed with the Court no later than Feb. 10, at 4:00 p.m. BDCM is set to file a Plan Supplement no later than Jan 27, 2012. BDCM is also authorized to make non-substantive changes to the Disclosure Statement, Plan, Ballots, Confirmation Hearing Notice and related documents without further Court order. As reported by The Troubled Company Reporter on Jan. 24, 2012, the Fourth Amended BDCM Plan provides for the continued operation of the Debtors' existing investment management business. BDCM maintained that its plan is a more preferable and value-preserving alternative to the GSC Chapter 11 Trustee's Modified Joint Plan of Liquidation. The BDCM Plan offers all unsecured creditors three recovery options: (1) a fast cash payout; (2) a partial cash payment close to the Effective Date plus a delayed cash payout from the proceeds of the Liquidating Trust; or (3) shares of Reorganized GSC Group Series B Preferred Stock and shares of Reorganized GSC Group Convertible Class B Common Stock, which will comprise between 33% and 49%, at BDCM's discretion, of the Reorganized GSC Group Common Stock with 24.9% of the voting rights. The BDCM Plan also provides that Preferred Equity Interest holders will receive shares of Reorganized GSC Group's Class A Common Stock equal to between 51% and 67%, at BDCM's discretion, of the total GSC Common Stock, while the Trustee Plan does not provide any recovery for the interest holders. A clean version of the BDCM 4th Amended Disclosure Statement dated Jan. 12, 2012, is available for free at: http://bankrupt.com/misc/GSCGrp_DS4thAmdJan12.PDF In a Dec. 20 stipulation, the Chapter 11 Trustee agreed to support the BDCM Plan, and adjourned seeking confirmation of its own Plan to allow BDCM to pursue confirmation of the BDCM Plan provided that BDCM consummates its Plan by Mar. 31, 2012. In return, BDCM has provided the Chapter 11 Trustee with $1 million to satisfy allowed Chapter 11 professional fees and agreed to provide $4 million in escrow funds for the Reorganized Debtors to use to satisfy any "Straddle Tax" (i.e., any income tax liability required to be paid had the Effective Date occurred on or before Dec. 31, 2011). About GSC Group Florham Park, New Jersey-based GSC Group, Inc. -- http://www.gsc.com/-- was a private equity firm that specialized in mezzanine and fund of fund investments. Originally named Greenwich Street Capital Partners Inc. when it was a subsidiary of Travelers Group Inc., GSC became independent in 1998 and at one time had $28 billion of assets under management. Market reverses, termination of some funds, and withdrawal of customers' investments reduced funds under management at the time of bankruptcy to $8.4 billion. GSC Group, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010. Michael B. Solow, Esq., at Kaye Scholer LLP, served as the Debtor's bankruptcy counsel. Epiq Bankruptcy Solutions, LLC, is the Debtor's notice and claims agent. Capstone Advisory Group LLC served as the Debtor's financial advisor. The Debtor estimated its assets at $1 million to $10 million and debts at $100 million to $500 million as of the Chapter 11 filing. Since Jan. 7, 2011, the Debtors have been operated by James L. Garrity Jr., as Chapter 11 trustee for the Debtors. The Chapter 11 trustee tapped Shearman & Sterling LLP as his counsel, and Togut, Segal & Segal LLP as his conflicts counsel. No committee of unsecured creditors has been appointed in the case. The Chapter 11 trustee completed the sale of business in July 2011 and filed a liquidating Chapter 11 plan and explanatory disclosure statement in late August. The bankruptcy court authorized the trustee to sell the business to Black Diamond Capital Finance LLC, as agent for the secured lenders. Proceeds were used to pay secured claims. The price paid by the lenders' agent was designed for full payment on $256.8 million in secured claims, with $18.6 million cash left over. Black Diamond bought most assets with a $224 million credit bid, a $6.7 million note, $5 million cash, and debt assumption. A minority group of secured lenders filed an appeal from the order allowing the sale. Through a suit in state court, the minority lenders failed to halt Black Diamond from completing the sale. The Chapter 11 Trustee and Black Diamond Capital Management, LLC have filed rival repayment plans for GSC Group. Patrick J. Nash, Jr., Esq. and Paul Wierbicki, Esq. of Kirkland & Ellis LLP serve as counsel to BDCM. H&H BAGELS: Gets Evicted From Last Remaining Location ----------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that the production of New York's most-recognized bagel brand abruptly ended as the struggling H&H Bagel was evicted from its last remaining location. As reported in the Troubled Company Reporter on Oct. 28, 2011, Dow Jones' DBR Small Cap said that H&H Bagels faces a possible eviction from its Manhattan plant, in what would be another blow to an ailing company. H&H Bagels is the New York institution that bills itself as the world's largest manufacturer of bagels. HORIZON LINES: OPERS Discloses 6.5% Equity Stake ------------------------------------------------ In a Schedule 13D filing with the U.S. Securities and Exchange Commission filed on Jan. 25, 2012, Public Employees Retirement System of Ohio disclosed that it beneficially owns 213,475 shares of common stock of Horizon Lines, Inc., representing 6.5024% of the shares outstanding. A full-text copy of the filing is available for free at http://is.gd/UdCEqa About Horizon Lines Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the nation's leading domestic ocean shipping and integrated logistics company. The Company owns or leases a fleet of 20 U.S.-flag containerships and operates five port terminals linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. The Company provides express trans-Pacific service between the U.S. West Coast and the ports of Ningbo and Shanghai in China, manages a domestic and overseas service partner network and provides integrated, reliable and cost competitive logistics solutions. The Company's balance sheet at Sept. 25, 2011, showed $677.4 million in total assets, $801.7 million in total liabilities, and a stockholders' deficit of $124.3 million. Ernst & Young LLP, in Charlotte, North Carolina, expressed substantial doubt Horizon Lines' ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 26, 2010. The independent auditors noted that there is uncertainty that Horizon Lines will remain in compliance with certain debt covenants throughout 2011 and will be able to cure the acceleration clause contained in the convertible notes. "The Company believes the Oct. 5, 2011 refinancing transactions more fully described in Note 18 to these financial statements have resolved the concern as to compliance with debt covenants throughout the remainder of 2011," the Company said in the filing. "In addition, the Company believes it will be in compliance with its debt covenants through 2012." Refinancing The Company was not in compliance with the maximum senior secured leverage ratio and the minimum interest coverage ratio under its Senior Credit Facility at the close of its third fiscal quarter ended Sept. 25, 2011. Non-compliance with these financial covenants constituted an event of default, which could have resulted in acceleration of the maturity. None of the indebtedness under the Senior Credit Facility or Notes was accelerated prior to the completion of a comprehensive refinancing on Oct. 5, 2011. The Senior Credit Facility and 99.3% of the 4.25% Convertible Senior Notes were repaid as part of the refinancing. In addition, as a result of the completion of the refinancing, the short-term obligations under the Senior Credit Facility, the Notes and the Bridge Loan have been classified as long-term debt. As a result of the efforts to refinance the Company's debt and the 2011 amendments to the Senior Credit Facility, the Company paid $17.3 million in financing costs and recorded a loss on modification of debt of $0.6 million during 2011. * * * As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Horizon Lines Inc. to 'SD' from 'CCC'. The rating action on Horizon Lines follow the company's decision to defer the interest payment on its $330 million senior convertible notes due August 2012, exercising the 30-day grace period. "Under our criteria, we view failure to make an interest payment within five business days after the due date for payment a default, regardless of the length of the grace period contained in an indenture," said Standard & Poor's credit analyst Funmi Afonja. IMPERIAL CAPITAL: Revised Plan Supported by Creditors Committee --------------------------------------------------------------- Imperial Capital Bankcorp, Inc., and Holdco Advisors, L.P., as joint proponents, advised the U.S. Bankruptcy Court that since filing their Second Amended Chapter 11 Plan and Revised Second Amended Disclosure Statement on Jan. 5, 2012, they have had ongoing discussions with the Official Unsecured Creditors Committee that have resulted in revisions to both the proposed Plan and Disclosure Statement. The Committee believes that (i) the revised Plan represents the best alternative available under the circumstances of the Chapter 11 case at this time and (ii) the Disclosure Statement provides sufficient information to enable voting creditors to make an informed decision regarding the Plan. The Committee, however, reserves its rights to object to the Plan, with respect to (i) the information to be contained in the Plan Supplement, including, without limitation, the identities of the members of the New Board and the Plan Committee, the identity of the trustee for each of the D&O Litigation Trust and the Proceeds Distribution Election Trust, and the trust agreement for each of the Proceeds Distribution Election Trust and the D&O Litigation Trust, (ii) any amendments or modifications to the Plan or Disclosure Statement and (iii) any other material change in circumstances. The revised proposed plan, filed Jan. 12, 2012, segregates the various claims against and interests in the Debtor into 8 Classes: Secured Claims (Class 1, Non-FDIC Priority Claims (Class 2), FDIC Priority Claim (Class 3), TOPrS Unsecured Claims (Class 4), FDIC Non-Priority Claims (Class 5), Other Unsecured Claims (Class 6), Convenience Claims (Class 7), and Interests (Class 8). Claims in Classes 1, 2, 3, and 7 are unimpaired under the Plan and Holders thereof are not entitled to vote. Claims in Classes 4, 5, and 6 are Impaired and entitled to vote. Interests in Class 8 are deemed to reject the Plan. Each Holder of a TOPrS Unsecured Claim in Class 4 will receive on the Initial Distribution Date (i) its Stock Pro Rata Distribution of the New Series A Common Stock, and (ii) such Holder's Pro Rata share of the D&O Litigation Trust Interests, which inter alia, will entitle such Holder to receive its Pro Rata Share of distributions of D&O Litigation Trust Assets from the D&O Litigation Trust in accordance with the Plan and the D&O Litigation Trust Agreement. Alternatively, such Holder may make the Proceeds Distribution Election. FDIC Non-Priority Claims in Class 5 and Other Secured Claims in Class 6 will receive the same treatment for Claims in Class 4 above. Holders of Interests in Class 8 will neither receive nor retain any property under the Plan and all Interests of the Debtor will be canceled as of the Effective Date. A copy of the Revised Plan is available for free at: http://bankrupt.com/misc/imperialcapital.doc715.pdf http://bankrupt.com/misc/imperialcapital.doc715-1.pdf About Imperial Capital Bancorp La Jolla, California-based Imperial Capital Bancorp, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 09-19431) on Dec. 18, 2009. Gary E. Klausner, Esq., Eve H. Karasik, Esq., and Gregory K. Jones, Esq., at Stutman, Treister & Glatt, P.C., in Los Angeles, serves as the Debtor's bankruptcy counsel. FTI Consulting Inc. serves as its financial advisor. The Company disclosed $40.4 million in assets and $98.7 million in liabilities. Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed three members to the official committee of unsecured creditors in the Debtor's case. David P. Simonds, Esq., and Christina M. Padien, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Los Angeles represents the Committee as counsel. INTELLICELL BIOSCIENCES: Stuart Goldfarb Resigns as Director ------------------------------------------------------------ Stuart Goldfarb resigned as a director of Intellicell Biosciences, Inc., effective Jan. 18, 2012. There was no disagreement or dispute between Mr. Goldfarb and the Company which led to his resignation. About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. The Company's balance sheet at Sept. 30, 2011, showed $1.0 million in total assets, $21.2 million in total current liabilities, and a stockholders' deficit of $20.2 million. "The Company has incurred losses since inception resulting in an accumulated deficit of $20.1 million and a working capital deficit of $21.0 million as of Sept. 30, 2011, respectively, however, if the non-cash expense related to the Company's derivative liability is excluded the accumulated deficit amounted to $3.1 million and working capital deficit amounted to $3.7 million, respectively,? the Company said in the filing. "Further losses are anticipated in the continued development of its business, raising substantial doubt about the Company's ability to continue as a going concern." INTERNATIONAL GOSPEL: Buyer Not Entitled to Co-Broker Commission ---------------------------------------------------------------- Bankruptcy Judge Henry J. Boroff denied the request of Jeff Ross to alter a prior judgment or set a new trial with respect to the Court's order denying Mr. Ross a co-broker commission. Mr. Ross bought at an auction for $1.3 million a real estate located at 554 Massachusetts Avenue in Boston, Massachusetts, previously owned by International Gospel Party Boosting Jesus Groups, Inc. He also purportedly served as co-broker. On Sept. 6, 2011, the Court approved payment of a commission on the sale to Cabot & Company, the authorized broker, but denied Cabot's request to share that commission with Mr. Ross. By his Motion for Reconsideration, Mr. Ross now wants the Court to reconsider that Order and allow payment or to schedule a new hearing (perhaps evidentiary) on the matter. In denying the request, Judge Boroff said the proposed payment to Mr. Ross cannot credibly be characterized as a broker's commission, because he was not a broker in the proposed transaction. A broker is one who acts as an agent for another, the Court said, citing a definition in Black's Law Dictionary 219 (9th ed. 2009). "[Ross] cannot get paid as his own agent. Cabot was authorized by this Court's allowance of its Employment Application to share its commission with a broker. It was not authorized to share its commission with a buyer. The former is a co-brokerage. The latter is akin to a kickback," Judge Boroff said. A copy of the Court's Jan. 24, 2012 Memorandum of Decision is available at http://is.gd/XBe9tNfrom Leagle.com. International Gospel Party Boosting Jesus Groups Inc., a Massachusetts non-profit organization, filed for Chapter 11 protection (Bankr. D. Mass. Case No. 10-19012) on Aug. 19, 2010. Its real estate at 554 Massachusetts Avenue in Boston was the only discernible asset at the time of filing. In its Schedule, the Debtor estimated the Property's value at $1,425,100, and disclosed encumbrances totaling $775,000. Shortly after the case filing, it became apparent that the Debtor was operating without the benefit of cash collateral authorization. Accordingly, on Oct. 12, 2010, the Court, sua sponte, ordered the appointment of a Chapter 11 trustee; on Oct. 15, the Court approved the appointment of Attorney Joseph G. Butler. INTERTAPE POLOYMER: Wells Fargo Discloses 19.1% Equity Stake ------------------------------------------------------------ In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Wells Fargo & Company and its affiliates disclosed that, as of Dec. 31, 2011, they beneficially own 11,278,974 shares of common stock of Intertape Polymer Group Inc. representing 19.13% of the shares outstanding. As previously reported by the TCR on Jan. 24, 2011, Wells Fargo disclosed beneficial ownership of 11,756,371 shares. A full-text copy of the amended filing is available at http://is.gd/TzUzPD About Intertape Polymer Group Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and manufactures specialized polyolefin plastic and paper based packaging products and complementary packaging systems for industrial and retail use. Headquartered in Montreal, Quebec and Sarasota/Bradenton, Florida, the Company employs approximately 2,100 employees with operations in 17 locations, including 13 manufacturing facilities in North America and one in Europe. The Company reported a net loss of US$56.44 million on US$720.51 million of sales for the year ended Dec. 31, 2010, compared with a net loss of US$14.39 million on US$615.46 million during the prior year. The Company's balance sheet at Sept. 30, 2011, showed US$466 million in total assets, US$318.14 million in total liabilities and US$147.86 million in shareholders' equity. * * * In August 2010, Moody's Investors Service revised the rating outlook on Intertape Polymer Group Inc. to negative from stable and affirmed the B2 Corporate Family Rating. Moody's also affirmed the SGL-3 speculative grade liquidity rating and instrument ratings. Moody's said the B2 Corporate Family Rating reflects Intertape's narrow operating margins, lack of pricing power, largely commoditized product line and reliance on cyclical end markets, such as industrial, building and construction segments. Intertape is operating in a fragmented and highly competitive industry. The presence of large competitors with significant financial resources restricts Intertape's ability to recover raw material increases from customers and constrains the rating. In the Sept. 5, 2011, edition of the TCR, Standard & Poor's Ratings Services raised its corporate credit rating on Montreal, Canada-based Intertape Polymer Group Inc. to 'B-' from 'CCC+'. The outlook is stable. "The upgrade reflects improvement in the company's operating performance and our expectation that Intertape will be able to at least maintain its improved operating performance in the future," said Standard & Poor's credit analyst Paul Kurias. IRVINE SENSORS: Company Name Changed to "ISC8 Inc." --------------------------------------------------- A special meeting of stockholders of Irvine Sensors Corporation was held on Jan. 19, 2012. These proposals were approved: (1) The sale of substantially all of the assets used or held for use in connection with, necessary for or relating to the Company's thermal imaging business pursuant to that certain Asset Purchase Agreement dated Oct. 17, 2011, with Vectronix Inc.; (2) An amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of the Company's Common Stock to 800,000,000; and (3) An amendment to the Company's Certificate of Incorporation to change the Company's name from "Irvine Sensors Corporation" to "ISC8 Inc." About Irvine Sensors Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation (OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision systems company engaged in the development and sale of miniaturized infrared and electro-optical cameras, image processors and stacked chip assemblies and sale of higher level systems incorporating said products. Irvine Sensors also conducts research and development related to high density electronics, miniaturized sensors, optical interconnection technology, high speed network security, image processing and low-power analog and mixed-signal integrated circuits for diverse systems applications. The Company reported a net loss of $15.76 million on $14.09 million of total revenues for the fiscal year ended Oct. 2, 2011, compared with a net loss of $11.15 million on $11.71 million of total revenues for the fiscal year ended Oct. 3, 2010. The Company's balance sheet at Oct. 2, 2011, showed $10.58 million in total assets, $29.29 million in total liabilities and a $18.71 million total stockholders' deficit. JER/JAMESON: Withdraws Plea to Hire AlixPartners as Fin'l Advisor ----------------------------------------------------------------- JER/Jameson Mezz Borrower II, LLC, et al., notified the U.S. Bankruptcy Court for the District of Delaware that they had withdrawn their request to employ AlixPartners, LLP, to provide financial advisory and consulting services. As reported in the Troubled Company Reporter on Jan. 19, 2012, AlixPartners will assist the Debtors in preparing their schedules of assets and liabilities and statements of financial affairs. The standard hourly rates charged by AlixPartners professionals anticipated to be assigned to the case are: Managing Directors $815 - $970 Directors $620 - $760 Vice Presidents $455 - $555 Associates $305 - $405 Analysts $270 - $300 Paraprofessionals $205 - $225 In addition, AlixPartners will seek reimbursement for reasonable and necessary out-of-pocket expenses. About Jameson Inn Founded in 1987, Jameson is a chain of 103 small, budget hotels operating under the Jameson brand in the Southeast and Midwest. The Jameson properties are operated under the names Jameson Inn and Signature Inn. The hotels are based in Smyrna, Georgia. The chain was taken private in a 2006 buyout by JER Partners, a unit of real-estate investor J.E. Robert Cos. JER then put $330 million of debt on the chain to finance the buyout. At the top of the list is a $175 million mortgage loan with Wells Fargo Bank NA serving as special servicer. There are four tranches of mezzanine loans, each for $40 million. The collateral for each of the Mezz Loans is the equity interest in the entity or entities immediately below the borrower of each Mezz Loan. All of the mezzanine loans matured in August. JER/Jameson NC Properties LP and JER/Jameson Properties LLC are borrowers under the loan with Wells Fargo. The mortgage loan is secured by mortgages on hotel properties. The first set of foreclosure sales were set for Nov. 1, 2011. The Mortgage Borrowers have not sought bankruptcy protection. Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH Funding LLC, hold the first and second mezzanine loans. The First Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I LLC's 100% interest in the Mortgage Borrowers. Prior to the maturity default, the Colony JIH Lenders purchased the Second Mezz Loan from a previous holder. The Second Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower II's 100% membership interest in the First Mezz Borrower. Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC hold a controlling participation interest in the Third Mezz and Fourth Mezz Loans. JER Investors Trust Inc. holds the remaining participation interests in the Third Mezz and Fourth Mezz Loans. JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers, owns the 100% equity interest in the Fourth Mezz Borrower. Gramercy took over its mezzanine borrower in August. JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent foreclosure by Colony. The Chapter 11 filing had the effect of preventing Colony from wiping out Gramercy's interest. Seven days later, JER/Jameson Mezz Borrower I LLC filed for bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011. Judge Mary F. Walrath presides over the case. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel to both Debtors. Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and balloting agent, and Houlihan Lokey Howard & Zukin Capital Inc. serves as its investment banker. Each of the Debtors estimated $100 million to $500 million in assets and $10 million to $50 million in debts. The petitions were signed by James L. Gregory, vice president. Colony specializes in real estate and has roughly $34 billion of assets under management. Colony is represented in the case by Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A. O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen & Hamilton LLP. JER/JAMESON: Inks Stipulation Rejecting Appeal of Dismissal Order ----------------------------------------------------------------- JER/Jameson Mezz Borrower II, LLC, et al., asked the U.S. Bankruptcy Court for the District of Delaware to approve a stipulation dismissing the appeal of opinion and order granting motion for (a) dismissal of the Debtors' Chapter 11 cases; and (b) relief from the automatic stay. On Oct. 21, 2011, CDCF JIH Funding LLC and ColFin JIH Funding, LLC asked the Court to dismiss the case of JER/Jameson Mezz Borrower II LLC. The Colony JIH lenders also requested for a relief from the automatic stay. On Dec. 22, 2011, the Court dismissed the case of Mezz II. The Debtors related that on Dec. 28, 2011, the Debtors appealed the dismissal order and the accompanying opinion, and requested that the Court grant a stay from the dismissal order pending the appeal. On Dec. 29, the Court denied the relief requested. The stipulation was entered among the Debtors, and Colony JIH lenders. About Jameson Inn Founded in 1987, Jameson is a chain of 103 small, budget hotels operating under the Jameson brand in the Southeast and Midwest. The Jameson properties are operated under the names Jameson Inn and Signature Inn. The hotels are based in Smyrna, Georgia. The chain was taken private in a 2006 buyout by JER Partners, a unit of real-estate investor J.E. Robert Cos. JER then put $330 million of debt on the chain to finance the buyout. At the top of the list is a $175 million mortgage loan with Wells Fargo Bank NA serving as special servicer. There are four tranches of mezzanine loans, each for $40 million. The collateral for each of the Mezz Loans is the equity interest in the entity or entities immediately below the borrower of each Mezz Loan. All of the mezzanine loans matured in August. JER/Jameson NC Properties LP and JER/Jameson Properties LLC are borrowers under the loan with Wells Fargo. The mortgage loan is secured by mortgages on hotel properties. The first set of foreclosure sales were set for Nov. 1, 2011. The Mortgage Borrowers have not sought bankruptcy protection. Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH Funding LLC, hold the first and second mezzanine loans. The First Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I LLC's 100% interest in the Mortgage Borrowers. Prior to the maturity default, the Colony JIH Lenders purchased the Second Mezz Loan from a previous holder. The Second Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower II's 100% membership interest in the First Mezz Borrower. Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC hold a controlling participation interest in the Third Mezz and Fourth Mezz Loans. JER Investors Trust Inc. holds the remaining participation interests in the Third Mezz and Fourth Mezz Loans. JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers, owns the 100% equity interest in the Fourth Mezz Borrower. Gramercy took over its mezzanine borrower in August. JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent foreclosure by Colony. The Chapter 11 filing had the effect of preventing Colony from wiping out Gramercy's interest. Seven days later, JER/Jameson Mezz Borrower I LLC filed for bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011. Judge Mary F. Walrath presides over the case. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel to both Debtors. Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and balloting agent, and Houlihan Lokey Howard & Zukin Capital Inc. serves as its investment banker. Each of the Debtors estimated $100 million to $500 million in assets and $10 million to $50 million in debts. The petitions were signed by James L. Gregory, vice president. Colony specializes in real estate and has roughly $34 billion of assets under management. Colony is represented in the case by Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A. O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen & Hamilton LLP. JER/JAMESON: Wants Until Feb. 20 to File Schedules and Statements ----------------------------------------------------------------- JER/Jameson Mezz Borrower I, LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend until Feb. 20, 2012, their time to file their schedules of assets and liabilities and statements of financial affairs. This is the Debtors' third quest for exclusivity extension. The Debtors relate that their ability to file schedules and statement has been affected by the prior delays related to litigation surrounding the case dismissal motion. Moreover, the proposed counsel (Ashby & Geddes, P.A.) was retained recently and has been working to get up to speed in the cases. The Debtors set a Feb. 22, 2012 hearing at 2:00 p.m. Objections, if any, were due Jan. 25. About Jameson Inn Founded in 1987, Jameson is a chain of 103 small, budget hotels operating under the Jameson brand in the Southeast and Midwest. The Jameson properties are operated under the names Jameson Inn and Signature Inn. The hotels are based in Smyrna, Georgia. The chain was taken private in a 2006 buyout by JER Partners, a unit of real-estate investor J.E. Robert Cos. JER then put $330 million of debt on the chain to finance the buyout. At the top of the list is a $175 million mortgage loan with Wells Fargo Bank NA serving as special servicer. There are four tranches of mezzanine loans, each for $40 million. The collateral for each of the Mezz Loans is the equity interest in the entity or entities immediately below the borrower of each Mezz Loan. All of the mezzanine loans matured in August. JER/Jameson NC Properties LP and JER/Jameson Properties LLC are borrowers under the loan with Wells Fargo. The mortgage loan is secured by mortgages on hotel properties. The first set of foreclosure sales were set for Nov. 1, 2011. The Mortgage Borrowers have not sought bankruptcy protection. Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH Funding LLC, hold the first and second mezzanine loans. The First Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I LLC's 100% interest in the Mortgage Borrowers. Prior to the maturity default, the Colony JIH Lenders purchased the Second Mezz Loan from a previous holder. The Second Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower II's 100% membership interest in the First Mezz Borrower. Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC hold a controlling participation interest in the Third Mezz and Fourth Mezz Loans. JER Investors Trust Inc. holds the remaining participation interests in the Third Mezz and Fourth Mezz Loans. JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers, owns the 100% equity interest in the Fourth Mezz Borrower. Gramercy took over its mezzanine borrower in August. JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent foreclosure by Colony. The Chapter 11 filing had the effect of preventing Colony from wiping out Gramercy's interest. Seven days later, JER/Jameson Mezz Borrower I LLC filed for bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011. Judge Mary F. Walrath presides over the case. The Debtors tapped Ashby & Geddes, P.A. to represent their restructuring efforts. Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and balloting agent. Each of the Debtors estimated $100 million to $500 million in assets and $10 million to $50 million in debts. The petitions were signed by James L. Gregory, vice president. Colony specializes in real estate and has roughly $34 billion of assets under management. Colony is represented in the case by Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A. O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen & Hamilton LLP. JER/JAMESON: Withdraws Request to Employ Houlihan Lokey ------------------------------------------------------- JER/Jameson Mezz Borrower II, LLC, et al., notified the U.S. Bankruptcy Court for the District of Delaware that they had withdrawn their request to employ Houlihan Lokey Howard & Zukin Capital Inc. as its investment banker. As reported in the Troubled Company Reporter on Nov. 17, 2011, among other things, the Debtors had proposed to hire the firm to: (a) assist the Company in the development and distribution of selected information, documents and other materials, including, if appropriate, advising the Company in the preparation of an offering memorandum; (b) assist the Company in evaluating indications of interest and proposals regarding any transactions from current and potential lenders, equity investors, acquirers and strategic partners; (c) assist the Company with the negotiation of any Transactions including participating in negotiations with creditors and other parties involved in any Transactions; and (d) provide expert advice and testimony regarding financial matters related to any Transactions(s), if necessary. About Jameson Inn Founded in 1987, Jameson is a chain of 103 small, budget hotels operating under the Jameson brand in the Southeast and Midwest. The Jameson properties are operated under the names Jameson Inn and Signature Inn. The hotels are based in Smyrna, Georgia. The chain was taken private in a 2006 buyout by JER Partners, a unit of real-estate investor J.E. Robert Cos. JER then put $330 million of debt on the chain to finance the buyout. At the top of the list is a $175 million mortgage loan with Wells Fargo Bank NA serving as special servicer. There are four tranches of mezzanine loans, each for $40 million. The collateral for each of the Mezz Loans is the equity interest in the entity or entities immediately below the borrower of each Mezz Loan. All of the mezzanine loans matured in August. JER/Jameson NC Properties LP and JER/Jameson Properties LLC are borrowers under the loan with Wells Fargo. The mortgage loan is secured by mortgages on hotel properties. The first set of foreclosure sales were set for Nov. 1, 2011. The Mortgage Borrowers have not sought bankruptcy protection. Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH Funding LLC, hold the first and second mezzanine loans. The First Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I LLC's 100% interest in the Mortgage Borrowers. Prior to the maturity default, the Colony JIH Lenders purchased the Second Mezz Loan from a previous holder. The Second Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower II's 100% membership interest in the First Mezz Borrower. Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC hold a controlling participation interest in the Third Mezz and Fourth Mezz Loans. JER Investors Trust Inc. holds the remaining participation interests in the Third Mezz and Fourth Mezz Loans. JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers, owns the 100% equity interest in the Fourth Mezz Borrower. Gramercy took over its mezzanine borrower in August. JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent foreclosure by Colony. The Chapter 11 filing had the effect of preventing Colony from wiping out Gramercy's interest. Seven days later, JER/Jameson Mezz Borrower I LLC filed for bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011. Judge Mary F. Walrath presides over the case. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel to both Debtors. Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and balloting agent, and Houlihan Lokey Howard & Zukin Capital Inc. serves as its investment banker. Each of the Debtors estimated $100 million to $500 million in assets and $10 million to $50 million in debts. The petitions were signed by James L. Gregory, vice president. Colony specializes in real estate and has roughly $34 billion of assets under management. Colony is represented in the case by Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A. O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen & Hamilton LLP. JER/JAMESON: Withdraws Motion to Employ Pachulski Stang ------------------------------------------------------- JER/Jameson Mezz Borrower II, LLC, et al., notified the U.S. Bankruptcy Court for the District of Delaware that they had withdrawn their request to employ Pachulski Stang Ziehl & Jones LLP as counsel. As reported in the Troubled Company Reporter on Nov. 18, 2011, the Debtors had proposed to hire the firm to: a. provide legal advice with respect to the Debtors' powers and duties as a debtors in possession in the continued operation of its businesses and management of its property; b. prepare on behalf of the Debtors any necessary applications, motions, answers, orders, reports, and other legal papers; c. appear in Court on behalf of the Debtors; d. represent the Debtors in connection with the proposed sale of substantially all of the Debtors' assets; e. prepare and pursue confirmation of a plan and approval of a disclosure statement; and f. perform other legal services for the Debtors that may be necessary and proper in these proceedings. About Jameson Inn Founded in 1987, Jameson is a chain of 103 small, budget hotels operating under the Jameson brand in the Southeast and Midwest. The Jameson properties are operated under the names Jameson Inn and Signature Inn. The hotels are based in Smyrna, Georgia. The chain was taken private in a 2006 buyout by JER Partners, a unit of real-estate investor J.E. Robert Cos. JER then put $330 million of debt on the chain to finance the buyout. At the top of the list is a $175 million mortgage loan with Wells Fargo Bank NA serving as special servicer. There are four tranches of mezzanine loans, each for $40 million. The collateral for each of the Mezz Loans is the equity interest in the entity or entities immediately below the borrower of each Mezz Loan. All of the mezzanine loans matured in August. JER/Jameson NC Properties LP and JER/Jameson Properties LLC are borrowers under the loan with Wells Fargo. The mortgage loan is secured by mortgages on hotel properties. The first set of foreclosure sales were set for Nov. 1, 2011. The Mortgage Borrowers have not sought bankruptcy protection. Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH Funding LLC, hold the first and second mezzanine loans. The First Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I LLC's 100% interest in the Mortgage Borrowers. Prior to the maturity default, the Colony JIH Lenders purchased the Second Mezz Loan from a previous holder. The Second Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower II's 100% membership interest in the First Mezz Borrower. Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC hold a controlling participation interest in the Third Mezz and Fourth Mezz Loans. JER Investors Trust Inc. holds the remaining participation interests in the Third Mezz and Fourth Mezz Loans. JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers, owns the 100% equity interest in the Fourth Mezz Borrower. Gramercy took over its mezzanine borrower in August. JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent foreclosure by Colony. The Chapter 11 filing had the effect of preventing Colony from wiping out Gramercy's interest. Seven days later, JER/Jameson Mezz Borrower I LLC filed for bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011. Judge Mary F. Walrath presides over the case. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel to both Debtors. Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and balloting agent, and Houlihan Lokey Howard & Zukin Capital Inc. serves as its investment banker. Each of the Debtors estimated $100 million to $500 million in assets and $10 million to $50 million in debts. The petitions were signed by James L. Gregory, vice president. Colony specializes in real estate and has roughly $34 billion of assets under management. Colony is represented in the case by Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A. O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen & Hamilton LLP. JEWISH COMMUNITY: Files List of 20 Largest Unsecured Creditors -------------------------------------------------------------- Jewish Community Center Of Greater Manmouth County has filed with the U.S. Bankruptcy Court for the District of New Jersey a list of its 20 largest unsecured creditors. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ JCPL 76 S Main Street Akron, OH 44308-1812 Utility $168,401.35 Constellation New Energy, Inc. #1 Bank of America Lockbox Services Constel 14217 Collection Dr Chicago, IL 60693-0001 $68,884.45 Dajon Associates 12 Dyatt Place Hackensack, NJ $53,160.00 JCC Association Trade Debt $38,330.00 Eisner Amper LLP $26,185.34 New Jersey Natural Gas $22,765.97 ADP, Inc. $15,144.74 Jumping Brook Country Club $15,142.63 Bertram - Camp Lunch $12,037.17 Sobel & Co., LLC $11,850.00 Concept Professional Systems Inc. $10,268.99 Pitney Bowes Global Financial Services $9,180.63 Jersey Elevator $9,034.20 Kleen-Rite Commercial Corp $8,257.98 656 $8,000.00 UGI Energy Services $7,711.68 West Side Foods-Sr.Nutrition $7,421.71 Tee Construction Inc. $7,275.00 Rosenfeld, Aaron $7,044.85 Nasar Bros Lawn Care $6,600.00 About Jewish Community Headquartered in Deal Park, New Jersey, Jewish Community Center Of Greater Monmouth County, A Not-For-Profit Corporation -- http://jccmonmouth.org/-- offers services, programs, events, activities, and facilities to Jewish families and individuals in Monmouth County. Jewish Community filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 11-44738) on Dec. 5, 2011. Judge Michael B. Kaplan presides over the case. Timothy P. Neumann, Esq., at Broege, Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy counsel. According to its petition, the Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. KINGSBURY CORP: Can Use Borrow & Use Cash Collateral Thru Feb. 24 ----------------------------------------------------------------- The Honorable J. Michael Deasy permits Kingsbury Corporation to continue to borrow funds postpetition from, and use the cash collateral of, Diamond Business Credit, LLC through Feb 24, 2012. The Debtor may continue to use cash collateral strictly in accordance with the current budget, a copy of which is available for free at: http://bankrupt.com/misc/KINGSBURYCORP_BudgetTilFeb24.pdf About Kingsbury Corp. Kingsbury Corp. -- http://www.kingsburycorp.com/-- makes and assembles machine systems. Kingsbury Corporation and affiliate Ventura Industries, LLC, filed Chapter 11 petition (Bankr. D. N.H. Case Nos. 11-13671 and 11- 13687) on Sept. 30, 2011. Jennifer Rood, Esq., and Robert J. Keach, Esq., at Berstein, Shur, Sawyer & Nelson, serve as counsel to the Debtors. In its schedules, the Debtor disclosed $10,134,679 in assets, and $24,534,973 in liabilities as of the petition date. Donnelly Penman & Partners serves as its investment banker. William K. Harrington, the U.S. Trustee for Region 1, appointed five unsecured creditors to serve on the Official Committee of Unsecured Creditors of Kingsbury Corporation. KM LINCOLN: Case Summary & 5 Largest Unsecured Creditors -------------------------------------------------------- Debtor: KM Lincoln, LLC 3654 W. Jarvis Skokie, IL 60076 Bankruptcy Case No.: 12-02185 Chapter 11 Petition Date: January 23, 2012 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Jack B. Schmetterer Debtor's Counsel: Paul M. Bauch, Esq. BAUCH & MICHAELS LLC 53 West Jackson Boulevard Ste 1115 Chicago, IL 60604 Tel: (312) 588-5000 Fax: (312) 427-5709 E-mail: pbauch@bauch-michaels.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $50,001 to $100,000 A copy of the list of five largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb12-02185.pdf The petition was signed by Kun Chae Bae, manager. KM TOUHY: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------ Debtor: KM Touhy, LLC 3654 W. Jarvis Skokie, IL 60076 Bankruptcy Case No.: 12-02199 Chapter 11 Petition Date: January 23, 2012 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Jack B. Schmetterer Debtor's Counsel: Paul M. Bauch, Esq. BAUCH & MICHAELS LLC 53 West Jackson Boulevard Ste 1115 Chicago, IL 60604 Tel: (312) 588-5000 Fax: (312) 427-5709 E-mail: pbauch@bauch-michaels.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $50,001 to $100,000 A copy of the list of four largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb12-02199.pdf The petition was signed by Kun Chae Bae, manager. LAKE TAHOE: Argonaut Dev't and Richard Baker Want Case Dismissed ---------------------------------------------------------------- Creditors Argonaut Develoment Co., , et al. (classified as Class 2(n) under the Fourth Amended Plan of Reorganization of Lake Tahoe Development Co., LLC, and Richard H. Banker, M.D. (classified as Class 2(l) under the Plan), ask the U.S. Bankruptcy Court for the Eastern District of California to dismiss the Debtor's Chapter 11 case. The Creditors represent: 1. The Plan is objectionable to Creditors in that it purports to re-impose a stay against Creditors' rights to foreclose on real property after Creditors moved for and received relief from stay. Beyond Creditors' particular objection, the Debtor's Chapter 11 case is mired in a seemingly endless effort by the Debtor to avoid the reality that it cannot confirm a feasible plan. 2. Since the case was filed on Oct. 5, 2009, relief from stay has been granted to multiple secured creditors, including the Creditors herein, to foreclose on nearly half of the separate parcels that comprised Debtor's original "project". According to the Creditors, no point is served in continuing the case. 3. The Debtor's Second Supplemental Brief in support of the Plan reflects that the viability of the Plan depends on the success of 13 appeals by the Debtor to the El Dorado County Assessor regarding taxes on its 13 remaining parcels. The assessment appeals hearing, scheduled for March 22 and 23, 2012, is 2 months after the next hearing on the Plan. 4. The Debtor's schedule for the payment of its property taxes over 5 years, which Debtor asserts has been approved by El Dorado County, provides for Debtor's payment to El Dorado County on Jan. 31, 2012, of $261,339. 5. If the Court is not inclined to dismiss the Debtor's Chapter 11 case outright, the Creditors suggest that the hearing on its motion be continued to a date in February 2012, to see whether Debtor makes any payment to El Dorado County by Jan. 31. Conditioned upon proof that Debtor has made the required payment to El Dorado County on Jan. 31, then in the alternative, the Creditors suggest that the hearing on this Motion be continued to April 2012, to consider the results of the Debtor's assessment appeals scheduled for March 22 and 23. About Lake Tahoe Development Based in Zepher Cove, Nevada, Lake Tahoe Development Co., LLC, is a real estate development company with substantial expertise in the real estate land entitlement and permitting areas in the unique geographic location of South Lake. Its principal, Randy Lane, who is the sole owner of Mountain Ventures, LLC, which is the managing member of the Debtor, has resided and developed real estate in South Lake Tahoe since 1976. The Company owns an interest in two separate real estate development projects. The first project owned exclusively by the Debtor is a large, mixed use, condominium, 19 hotel and retail space development comprised of 29 separate real estate parcels with multiple lien holders holding liens against various parcels located at the California/Nevada state line on Highway 50, South Lake Tahoe, California. The second is property owned by the Debtor located at 1259 Emerald Bay Road, South Lake Tahoe, CA (the "Gateway Project"), which is separate and apart from the Project, 24 and is being developed by Danny Freeman pursuant to a development agreement. The Company filed for Chapter 11 protection on Oct. 5, 2009 (Bankr. E.D. Calif. Case no. 09-41579). Daniel L. Egan, Esq., Megan A. Lewis, Esq., and Jason G. Cinq-Mars, Esq., at Wilke, Fleury, Hoffelt, Gould & Birney, LLP, serve as counsel to the Debtor. The Debtor estimated assets at $100 million and $500 million, and debts at $50 million and $100 million in its Chapter 11 petition. LAKE TAHOE: City National Bank Wants Case Converted to Chapter 7 ---------------------------------------------------------------- City National Bank asks the U.S. Bankruptcy Court for the Eastern District of California to convert the Chapter 11 case of Lake Tahoe Development Co., LLC, to one under Chapter 11 of the Bankruptcy Code. CNB asserts that the Plan is not feasible and thus unconfirmable because (1) the Debtor is incapable of selling or developing the fragmented pieces of what remains of the Chateau Project; and (2) there is no evidence that after the payment to the Tax Collector due in January 2102 ? which will almost completely deplete the Debtor's remaining cash ? the Debtor will have the ability to pay the installments in the future necessary to comply with the Tax Collector's "agreement" with respect to the unpaid real property taxes accrued (a) prior to the Oct. 4, 2011 filing of the Debtor's Chapter 11 petition; and (b) following the filing of the petition through the 2010/2011 tax year. Moreover, in April 2012, the Debtor will have to pay all of the 2011/2012 real property taxes, including the 10% penalty on account of the late payment of the first installment, past due as of Dec. 11, 2011. CNB says the Debtor lacks the funds to do so, and neither the Plan nor the disclosure statement even hint at the source of such payment. The Creditors also contend that the Debtor's failure to pay a "penny" of postpetition real property taxes violates obligations imposed by 28 U.S.C. Sections 959 and 960. About Lake Tahoe Development Based in Zepher Cove, Nevada, Lake Tahoe Development Co., LLC, is a real estate development company with substantial expertise in the real estate land entitlement and permitting areas in the unique geographic location of South Lake. Its principal, Randy Lane, who is the sole owner of Mountain Ventures, LLC, which is the managing member of the Debtor, has resided and developed real estate in South Lake Tahoe since 1976. The Company owns an interest in two separate real estate development projects. The first project owned exclusively by the Debtor is a large, mixed use, condominium, 19 hotel and retail space development comprised of 29 separate real estate parcels with multiple lien holders holding liens against various parcels located at the California/Nevada state line on Highway 50, South Lake Tahoe, California. The second is property owned by the Debtor located at 1259 Emerald Bay Road, South Lake Tahoe, CA (the "Gateway Project"), which is separate and apart from the Project, 24 and is being developed by Danny Freeman pursuant to a development agreement. The Company filed for Chapter 11 protection on Oct. 5, 2009 (Bankr. E.D. Calif. Case no. 09-41579). Daniel L. Egan, Esq., and Megan A. Lewis, Esq., at Wilke, Fleury, Hoffelt, Gould & Birney, LLP, in Sacramento, Calif., serve as counsel to the Debtor. The Debtor estimated assets at $100 million and $500 million, and debts at $50 million and $100 million in its Chapter 11 petition. LANDAMERICA 1031: Inks $38MM Deal With Lloyd's in E&O Coverage Row ------------------------------------------------------------------ Martin Bricketto at Bankruptcy Law360 reports that the trustee liquidating a LandAmerica Financial Group Inc. subsidiary asked a Virginia bankruptcy court on Thursday to approve a nearly $38 million settlement with Lloyd's of London underwriters over errors and omissions insurance policy claims. Gerard A. McHale Jr., liquidation trustee for LandAmerica 1031 Exchange Services Inc., said the settlement is a good alternative to a protracted legal battle for insurance coverage against the claims of 1031 exchange customers and government investigations, according to Law360. About LandAmerica Financial LandAmerica Financial Group, Inc., provides real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica and its affiliates operate through approximately 700 offices and a network of more than 10,000 active agents throughout the world, including Mexico, Canada, the Caribbean, Latin America, Europe, and Asia. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services, Inc., filed for Chapter 11 protection Nov. 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co- counsel. Zolfo Cooper is the restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner & Beran, PLC, serve as counsel to the Creditors Committee of 1031 Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel to the Creditors Committee of LFG. In its bankruptcy petition, LFG disclosed total assets of $3.32 billion and total debts of $2.84 billion as of Sept. 30, 2008. On March 6, 2009, affiliate LandAmerica Assessment Corporation, aka National Assessment Corporation, filed its own petition for Chapter 11 relief. Affiliate LandAmerica Title Company filed for for Chapter 11 relief on March 27, 2009. LandAmerica Credit Services, Inc., filed for Chapter 11 in July 2009. LEE ENTERPRISES: Court Approves KPMG LLP as Auditor --------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware authorized Lee Enterprises, Inc., et al., to employ KPMG LLP as auditor. To the best of the Debtors' knowledge, KPMG LLP is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Lee Enterprises Lee Enterprises, Inc., headquartered in Davenport, Iowa, publishes the St. Louis Post Dispatch and the Arizona Daily Star along with more than 40 other daily newspapers and about 300 weekly newspapers and specialty publications in 23 states. Revenue for the 12 months ended December 2010 was $780 million. The Company has 6,200 employees, with 4,650 working full-time. Lee Enterprises and certain of its affiliates filed for chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12, 2011, with a prepackaged plan of reorganization. The Debtor selected Young Conaway Stargatt & Taylor LLP as co-counsel; The Blackstone Group as Financial and Asset Management Consultant; and The Garden City Group Inc. as claims, noticing and balloting agent. The Debtor disclosed total assets of $1.15 billion and total liabilities of $1.25 billion at Sept. 25, 2011. The Plan has been proposed to, among other things, amend and extend the maturity of the Debtors' prepetition credit facilities and the so-called PD LLC Notes as part of an overall effort to restructure the Debtors' balance sheet. The Plan was proposed prepetition and obtained the support of 100% of holders of claims related to the Prepetition Credit Agreement, totaling roughly $827.9 million, and 100% of the holders of PD LLC Notes claims, totaling roughly $133.8 million. Priority Non-Tax Claims, Other Secured Claims, The Herald Claim, General Unsecured Claims, and Intercompany Claims against, as well as Interests in, all of the Debtors will not be impaired by the Plan. A hearing is set for Jan. 23 at 2:00 p.m. to consider confirmation of the prepack plan. Certain Holders of Prepetition Credit Agreement Claims, Goldman Sachs Lending Partners LLC, Mutual Quest Fund, Monarch Master Funding Ltd, Mudrick Distressed Opportunity Fund Global, LP and Blackwell Partners, LLC have committed to acquire up to a maximum amount of $166.25 million of loans under a New Second Lien Term Loan Facility. This commitment also includes the potential payment of up to $10 million as backstop cash to Reorganized Lee Enterprises to acquire the loans. Deutsche Bank Trust Company Americas, as DIP Agent and Prepetition Agent, is represented in the Debtors' cases by Sandeep "Sandy" Qusba, Esq., and Terry Sanders, Esq., at Simpson Thacher & Bartlett LLP. The Initial Backstop Lenders are represented by Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed, Hadley & McCloy LLP. LEONARD WALLACE: Court Won't Reinstate Automatic Stay ----------------------------------------------------- Chief Bankruptcy Judge Terry L. Myers denied the request of Leonard and Pamela Wallace for reinstatement of the automatic stay in their Chapter 11 case. The Wallaces filed a joint voluntary Chapter 11 petition (Bankr. D. Idaho Case No. 11-21077) on Aug. 15, 2011. On Nov. 28, 2011, the Court entered a memorandum of decision and related order granting creditors Norman and Rodney Hayes relief from the automatic stay of Sec. 362(a), thus allowing the creditors to pursue foreclosure of a judicial lien in the Idaho state courts. The Stay Decision and Stay Order followed contested hearings in which Mrs. Wallace and Mr. Wallace were represented, in their capacities as chapter 11 debtors in possession, by counsel. No appeal was taken from the Stay Order; No other relief from the Stay Order was timely sought. The Wallaces' Motion was filed pro se after their counsel withdrew from the case in late December. Since that time, the Debtors have mounted their own defense to a motion to convert or dismiss the case filed by the U.S. Trustee, asserted a claim objection to the claim of the Hayes Creditors, and attempted to advance a "combined" disclosure statement and chapter 11 plan. In denying the Motion, Judge Myers said the Court has clearly and unambiguously held that, once the automatic stay has been terminated, it may not be "reinstated" on the Debtors' motion. A copy of the Court's Jan. 24, 2012 Memorandum of Decision is available at http://is.gd/DyZ8aMfrom Leagle.com. The Wallaces previously filed for Chapter 11 (Bankr. D. Idaho Case No. 09-20496) on May 14, 2009. Bruce A. Anderson, Esq., represented the Debtors in the 2009 case. The Wallaces estimated assets and debts ranging from $10 million to $50 million. LUXOR HOMES: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Luxor Homes LLC 12255 E. Paraiso Drive Lot 5 Scottsdale, AZ 85255 Bankruptcy Case No.: 12-01222 Chapter 11 Petition Date: January 23, 2012 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Redfield T. Baum Sr. Debtor's Counsel: Steven N. Berger, Esq. ENGELMAN BERGER, P.C. One Columbus Plaza, Suite 700 3636 N Central Avenue Phoenix, AZ 85012-1985 Tel: (602) 271-9090 Fax: (602) 222-4999 E-mail: snb@engelmanberger.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Gerald D. Haarer, president/CEO of manager. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- SQC Investments Inc. 12-01220 01/23/12 MAEVERS INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Maevers Investments, LLC 524 West Main Street Jackson, MO 63755 Bankruptcy Case No.: 12-10054 Chapter 11 Petition Date: January 23, 2012 Court: United States Bankruptcy Court Eastern District of Missouri (Cape Girardeau) Judge: Barry S. Schermer Debtor's Counsel: Erica Dawn Koetting, Esq. O'LOUGHLIN, O'LOUGHLIN & KOETT 1736 North Kingshighway Cape Girardeau, MO 63701 Tel: (573) 334-9104 Fax: (573) 334-5256 E-mail: ericak@oloughlinlawfirm.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/moeb12-10054.pdf The petition was signed by James K. Maevers, managing member. MARCO POLO: Plan Filing Period Extended to Feb. 17 -------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has extended Marco Polo Seatrade B.V., et al.'s exclusive periods to file a Chapter 11 plan and solicit acceptances of a filed plan through and including Feb. 17, 2012, and April 18, 2012, respectively. As reported in the TCR on Jan. 25, 2012, the Debtors told that the extension of the exclusivity periods will ensure that they will have sufficient time to consummate their proposed plan and address any issues that may arise without the unnecessary disruption from potential competing plans. According to the Debtors, the Senior Lenders and the official committee of unsecured creditors consented to the proposed extension of exclusivity. About Marco Polo Marco Polo Seatrade B.V. operates an international commercial vessel management company that specializes in providing commercial and technical vessel management services to third parties. Founded in 2005, the Company mainly operates under the name of Seaarland Shipping Management and maintains corporate headquarters in Amsterdam, the Netherlands. The primary assets consist of six tankers that are regularly employed in international trade, and call upon ports worldwide. Marco Polo and three affiliated entities filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29, 2011. The other affiliates are Seaarland Shipping Management B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V. Marco Polo is the sole owner of Seaarland, which in turn is the sole owner of Cargoship, and also holds a 5% stake in Magellano. The remaining 95% stake in Magellano is owned by Amsterdam-based Poule B.V., while another Amsterdam company, Falm International Holding B.V. is the sole owner of Marco Polo. Falm and Poule didn't file bankruptcy petitions. The filings were prompted after lender Credit Agricole Corporate & Investment Bank seized one ship on July 21, 2011, and was on the cusp of seizing two more on July 29. The arrest of the vessel was authorized by the U.K. Admiralty Court. Credit Agricole also attached a bank account with almost US$1.8 million on July 29. The Chapter 11 filing precluded the seizure of the two other vessels. The cases are before Judge James M. Peck. Evan D. Flaschen, Esq., Robert G. Burns, Esq., and Andrew J. Schoulder, Esq., at Bracewell & Giuliani LLP, serve as the Debtors' bankruptcy counsel. Kurtzman Carson Consultants LLC serves as notice and claims agent. The petition noted that the Debtors' assets and debt are both more than US$100 million and less than US$500 million. Tracy Hope Davis, United States Trustee for Region 2, appointed three members to serve on the Official Committee of Unsecured Creditors. The Committee has retained Blank Rome LLP as its attorney. Secured lender Credit Agricole Corporate and Investment Bank is represented by Alfred E. Yudes, Jr., Esq., and Jane Freeberg Sarma, Esq., at Watson, Farley & Williams (New York) LLP. MARITIME COMMUNICATIONS: Committee Gets Nod to Hire Burr & Forman ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Maritime Communications/Land Mobile, LLC gets approval from the U.S. Bankruptcy Court of Northern District of Mississippi to retain Burr & Forman LLP as its counsel in the Debtor's bankruptcy case nunc pro tunc to Oct. 11, 2011. The Troubled Company Reporter previously related that as the Committee's counsel, Burr & Forman will be tasked to (i) give legal advice with respect to the Committee's duties; (ii) assist the Committee in its investigation of the acts, conduct, assets, liabilities, financial condition of the Debtor, the operation of the Debtor's business, and any other matter relevant to the case; and (iii) participate in the formulation of a Chapter 11 plan. The hourly rates of the firm's attorneys who will be primarily responsible for representing the Committee will range from $340 to $395 for certain partners and $210 to $280 for certain associates. The hourly rates of the firm's paralegals will range from $85 to $175. About Maritime Communications Maritime Communications/Land Mobile, LLC, owns and operates numerous licenses for wireless and cellular services. Its assets primarily include Federal Communications licenses. The Company filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 11-13463) on Aug. 1, 2011, in Aberdeeen, Mississippi. Harris Jernigan & Geno PLLC serves as the counsel to the Debtor. In its schedules, the Debtor disclosed $47,649,673 in assets, and $31,252,752 in liabilities as of the petition date. The United States Trustee for Region 5 appointed three members to comprise the Official Committee of Unsecured Creditors. MARITIME COMMUNICATIONS: Gets Final OK to Borrow $100,000 from SCF ------------------------------------------------------------------ Maritime Communications/Land Mobile, LLC, won final approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to borrow up to $100,000 from Southeastern Commercial Finance LLC. The $100,000 Loan is the Debtor's Second DIP Loan as it previously sought court approval to access a $150,000 loan from SCF in August 2011. The Court entered the Second DIP Loan Final Order on Jan. 11, 2012. In exchange for the Second DIP Loan, the Debtor agrees to entitle SCF to a perfected first priority lien in its assets. SCF will not assess the Debtor with any costs, fees and expenses in connection with the Second DIP Loan. The Second DIP Loan is due and payment six months from the entry of the Second DIP Loan Final Order. Repayment of the Second DIP Loan will not take priority over the payment of U.S. Trustee quarterly fees. Proceeds of the Second DIP Loan will be used by the Debtors to pay its trade creditors, salaries and postpetition operating costs. A group of entities collectively referred to as SkyTel asserted objections against the Second DIP Loan. The SkyTel Objection is overruled, subject to the terms of the Second DIP Loan Final Order. Nothing in the Final Order is deemed an adjudication that the Debtor owns certain Federal Communications Commission licenses, and SkyTel reserves and maintains the right to continue to assert that the Debtor does not own the FCC Licenses. A copy of the Second DIP Loan Agreement is available for free at: http://bankrupt.com/misc/MARITIMECOMMS_2ndDIPLoan.pdf About Maritime Communications Maritime Communications/Land Mobile, LLC, owns and operates numerous licenses for wireless and cellular services. Its assets primarily include Federal Communications licenses. The Company filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 11-13463) on Aug. 1, 2011, in Aberdeeen, Mississippi. Harris Jernigan & Geno PLLC serves as the counsel to the Debtor. In its schedules, the Debtor disclosed $47,649,673 in assets, and $31,252,752 in liabilities as of the petition date. The United States Trustee for Region 5 appointed three members to comprise the Official Committee of Unsecured Creditors. MARTIN COUNTY: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Martin County Marine Corp. aka Martin County Marina P.O. Box 1713 Palm City, FL 34991 Bankruptcy Case No.: 12-11819 Chapter 11 Petition Date: January 24, 2012 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Erik P. Kimball Debtor's Counsel: Bradley S. Shraiberg, Esq. SHRAIBERG, FERRARA, & LANDAU P.A. 2385 NW Executive Center Dr. #300 Boca Raton, FL 33431 Tel: (561) 443-0801 Fax: (561) 998-0047 E-mail: bshraiberg@sfl-pa.com Estimated Assets: $50,001 to $100,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Steve Brown, director. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Thomas E. Nickerson Jr. 09-36481 11/30/09 MC2 CAPITAL: U.S. Trustee Names 3-Member Creditors' Panel --------------------------------------------------------- August B. Landis, Acting United States Trustee for Region 17, pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors of MC2 Capital Partners, LLC. The Creditors Committee members are: 1. Sozo Studio LLC 111 Rhode Island Street, #12 San Francisco, CA 94103 Tel: (415) 431-7000 Fax: (415) 431-7003 E-mail: cynthia@sozostudio.com 2. Egan Plumbing, Inc. 725 Industrial Road San Carlos, CA 94070 Tel: (650) 592-0472 Fax: (650) 592-4768 E-mail: tony@eganplumbing.com 3. Bay Area Construction Framers, Inc. 4777 Bennett Drive, Suite E Livermore, CA 94551 Tel: (925) 454-8514 Fax: (925) 454-0507 E-mail: tlorenz@bacframers.com MC2 Capital Partners, LLC, based in San Rafael, California, filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 11-14366) on Dec. 1, 2011. Judge Alan Jaroslovsky presides over the case. John H. MacConaghy, Esq., at MacConaghy and Barnier, PLC, presides over the case. In its petition, the Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in debts. The Debtor's Manager is Monahan Pacific Corporation. Thomas Monahan -- an officer and director of Monahan Pacific Corporation and the holder of 95% of the LLC equity interests in the Debtor -- signed the petition. He has been appointed as responsible individual for the Debtor. MEDICURE INC: Reports $1.1 Million Net Income in Q2 2012 -------------------------------------------------------- Medicure Inc. reported its second quarter 2012 financial results. Second Quarter 2012 Highlights: * Net revenue from the sale of AGGRASTAT are consistent with the second quarter last year at $792,000, excluding the one- time sale of unfinished product, and have increased $0.2 million for the six months ended Nov. 30, 2011, compared with the same period from the prior year; * Net income for the quarter was $1.1 million, compared to $0.7 million for the second quarter last year, an increase primarily attributed to the one-time sale of unfinished product discussed below, and reduced finance expense as a result of the debt settlement from the first quarter, partially offset, by higher selling and general administrative costs; * Recorded $1.5 million of revenue during the second quarter after having met all conditions relating to a one-time sale, entered into during the first quarter, of unfinished product to (Iroko Cardio LLC, for USD$1.9 million and an option to access clinical and regulatory information recently used to expand the approved use of AGGRASTAT in the European Union. Total net revenue in the second quarter increased to $2.2 million from $0.8 million for the same quarter last year. The increase in revenue for the second quarter of fiscal 2012 is largely attributable to a one-time sale to Iroko Cardio LLC, of which all conditions of the sale were met during the second quarter. There were no similar sales of unfinished products during the three months ended Nov. 30, 2010. Net revenue from the sale of finished AGGRASTAT product for the three months ended Nov. 30, 2011, was consistent with the same quarter last year at $792,000 and $802,000 respectively. Net revenue from the sale of finished AGGRASTAT product for the six months ended November 30, 2011 increased by $217,000 or 13% to $1,850,000 from $1,633,000 for the same period last year. Net income for the quarter was $1.1 million or $0.01 per share, compared to $0.7 million or $0.01 per share in the second quarter a year ago. Net income for the six months ended Nov. 30, 2011, was $24.6 million or $0.15 per share, compared to a loss of $0.9 million or ($0.01) per share for the same period a year ago, primarily due to a $23.9 million non cash gain relating to the settlement of the Companies long-term debt in the first quarter as well as the one-time sale previously described. At Nov. 30, 2011, the Company had cash totalling $2,544,769 compared to $750,184 as of May 31, 2011. Cash flows from (used in) operating activities for the six months ended November 30, 2011 were $1,829,361, compared to ($29,878) for the six months ended Nov. 30, 2010. About Medicure Inc. Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX: MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical company engaged in the research, development and commercialization of human therapeutics. The Company has rights to the commercial product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the United States and its territories (Puerto Rico, U.S. Virgin Islands, and Guam). AGGRASTAT(R), a glycoprotein GP IIb/IIIa receptor antagonist, is used for the treatment of acute coronary syndrome (ACS) including unstable angina, which is characterized by chest pain when one is at rest, and non-Q-wave myocardial infarction. The Company reported a loss and comprehensive loss of C$2.01 million on C$3.62 million of net product sales for the fiscal year ended May 31, 2011, compared with a loss and comprehensive loss of C$5.53 million on C$3.31 million of net product sales during the prior year. The Company's balance sheet at Aug. 31, 2011, showed C$5.81 million in total assets, C$7.61 million in total liabilities and a C$1.79 million total shareholders' deficiency. KPMG LLP, in Winnipeg, Canada, noted that Medicure has experienced operating losses since incorporation that raises significant doubt about its ability to continue as a going concern. MAJESTIC STAR: Termination of QSub Status Violates Automatic Stay ----------------------------------------------------------------- Bankruptcy Judge Kevin Gross rejected the request of the Internal Revenue Service to dismiss the lawsuit, The Majestic Star Casino, LLC, et al., et al. v. Barden Development, Inc., Don H. Barden, John M. Chase, Jr., United States of America on behalf of the Internal Revenue Service, and State of Indiana Department of Revenue, Adv. Proc. No. 10-56238 (Bankr. D. Del.). The Court, instead, granted Majestic Star Casino's motion for summary judgment against all defendants on Counts I and II of the Debtors' Complaint. The Debtors seek to avoid a transfer and disposition of alleged property of the estate under Sections 549, 550 and 362 of the United States Code. At issue is whether a non- debtor parent's revocation of its "S" corporation status, which subsequently by operation of the Internal Revenue Code, 26 U.S.C. Sec. et. seq. revoked the debtor-subsidiary's "qualified subchapter "S" subsidiary" -- QSub -- status, is an avoidable transfer of estate property in violation of Bankruptcy Code Sec. 549. BDI is the non-debtor parent of the Debtors, including The Majestic Star Casino II -- MSC II. Prior to and as of Nov. 23, 2009, BDI was classified as an "S" corporation under subchapter S3 of the IRC and, effective 2005, BDI elected to classify its wholly-owned subsidiary, MSC II, as a QSub4. Mr. Barden is the sole shareholder of BDI and is the President and Chief Executive Officer of MSC II. Because it was a QSub, MSC II was not required to pay federal and state income taxes on its net taxable income under chapter 1 of the IRC and chapter 2 of the Indiana Code. Additionally, MSC II was not required to file income tax returns separate from BDI. Instead, since a QSub is treated as a flow-through entity, BDI's income tax return included all items of income or loss generated by MSC II. Although this income and loss must be reported on its tax return, an "S" corporation like BDI generally is not required to pay tax on such income; rather, the items of income and loss are reported on the personal tax return of the "S" corporation's shareholders -- in this case, BDI's sole shareholder, Mr. Barden -- who may be required to pay tax on the income. On the Petition Date, both BDI and MSC II retained their status as an "S" corporation and QSub, respectively. After the Petition Date, but before March 16, 2010, BDI filed a notice with the IRS revoking its status as an "S" corporation as of Jan. 1, 2010. As a result, U.S. Treasury regulations dictated that, MSC II's QSub status was automatically terminated as of the end of the prior tax year, Dec. 31, 2009, and both BDI and MSC II became "C" corporations as of Jan. 1, 2010. As a consequence of becoming a "C" corporation, MSC II became responsible for filing its own tax returns and paying income taxes on its holdings and operations, which include the Majestic Star II riverboat casino and the Majestic Star Hotel at Buffington Harbor in Gary, Indiana. Neither BDI nor Mr. Barden sought or obtained authorization from the Court for the Revocation. According to Judge Gross, the Defendants' revocation of BDI's "S" corporation status which automatically terminated the Debtors' QSub status was an exercise of control over the Debtors' property in violation of Sec. 362. A copy of the Court's Jan. 24, 2012 Memorandum Opinion is available at http://is.gd/MovwCCfrom Leagle.com. MGIC INVESTMENT: Posts Third Straight Quarterly Loss ---------------------------------------------------- American Bankruptcy Institute reports that MGIC Investment Corp., the mortgage insurer that injected $200 million into a subsidiary last month to keep writing policies, posted its sixth straight loss as borrowers struggled to make home-loan payments. MGIC Investment reported a net loss of $165.20 million on $337.16 million of total revenues for the three months ended Sept. 30, 2011, compared with a net loss of $51.52 million on $382.32 million of total revenues for the same period during the prior year. The Company reported a net loss of $350.59 million on $1.05 billion of total revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $177.06 million on $1.15 billion of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $7.74 billion in total assets, $6.35 billion in total liabilities and $1.38 billion in total shareholders' equity. A full-text copy of the Company's 3rd Quarter Form 10-Q is available for free at http://is.gd/XCPkxx MGIC Investment Corporation is a holding company. Through its wholly owned subsidiaries, the Company provides private mortgage insurance in the United States. As of Dec. 31, 2009, the Company's principal subsidiary, Mortgage Guaranty Insurance Corporation, was licensed in all 50 states of the United States, the District of Columbia, Puerto Rico and Guam. During the year ended Dec. 31, 2009, MGIC wrote all of its new insurance throughout the United States. In addition to mortgage insurance on first liens, the Company, through its subsidiaries, provides lenders with various underwriting, and other services and products related to home mortgage lending. There are two principal types of private mortgage insurance: primary and pool. As of Dec. 31, 2009, the Company was not issuing new commitments for pool insurance. MID MICHIGAN: Files List of 20 Largest Unsecured Creditors ---------------------------------------------------------- Mid Michigan Crushing & Recycling LLC has filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a list of its 20 largest unsecured creditors. Debtor's List of 20 Largest Unsecured Creditors: Entity ------ Eagle Crusher ComPanY P.O. Box 537 Galion, OH 44833 Foley & Mansfield 130 E. Nine Mile Road Femdale, Ml 48220 Foster Blue Water Oil, LLC P.O. Box 430 Richmond, MI 48062 H&P Transportation, Inc. 19780 Dovetail Drive Brownstown, MI 48183 Mid-Michigan RecYcling G-5310 N. Dort HwY Flint, MI 48505 Southeastern EquiPment 48545 Grand River Ave Novi, MI 48374 Sparks Commercial Tires P.O. Box 177 Findlay, OH 45839 Delecke Welding 73L60 S. Fulton Armada, MI 48005 Detroiter TruckstoP 21055 West Road Woodhaven, MI 48183 Diesel Truck & Trailer 1365 Blairmoor Court Gross Pointe Woods, MI George W. Smith & Co. PC 29229 Northwestern HUY Southfield, Ml 49034 Michigan CAT P.O. Box 77000 Detroit, MI 48277 Michigan Wire Cloth 400 E. Walker Road St. Johns, MI 48879 Powerscreen of MI 7819 W. Jefferson Avenue Detroit, MI 48209 Tiremaxx 12801 Newsburgh Rd Livonia, MI 48150 TMH Security Service Inc P.O. Box 250032 West Bloomfield, MI 48325 Cech Corporation 3984 Cabaret Trail West Saginaw, MI 48603 CMA Heary Haul,Inc. 7644Whitmore Lake Road Brighton, MI 48116 Simplicity 4960 Collections Center Dr. Chicago, IL 60693 Ron Weaver Gravel,Inc. PO Box 220 Dansville, MI 48819 Mid Michigan Crushing & Recycling LLC is headquartered in Fenton, Michigan. It filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 11-35834) on Dec. 29, 2011. Judge Daniel S. Opperman presides over the case. Nikayela D. Lockett, Esq., at The Lockett Law Firm, P.C., serves as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated $500,001 to $1 million in assets and $500 million to $1 billion in debts. MOHEGAN TRIBAL: Expects up to $24MM Net Income in Fiscal Q1 2012 ---------------------------------------------------------------- The Mohegan Tribal Gaming Authority, the owner and operator of Mohegan Sun in Uncasville, Connecticut, and Mohegan Sun at Pocono Downs in Wilkes-Barre, Pennsylvania, announced the preliminary operating results for its first quarter ended Dec. 31, 2011. Based on preliminary analysis performed for the quarter ended Dec. 31, 2011, the Authority anticipates these operating results: * Net income attributable to the Authority is expected to range between $23.5 million and $24.5 million, an increase of between 82% and 89% compared to the first quarter of fiscal 2011 * Income from operations is expected to range between $52.4 million and $54.6 million, an increase of between 18% and 23% compared to the first quarter of fiscal 2011 * Adjusted EBITDA, a non-GAAP measure, is expected to range between $73.5 million and $76.5 million, an increase of between 7% and 12% compared to the first quarter of fiscal 2011 * Net revenues are expected to range between $344.8 million and $358.9 million, an increase of between 3% and 7% compared to the first quarter of fiscal 2011 * Gaming revenues are expected to range between $311.2 million and $323.9 million, an increase of between 1% and 5% compared to the first quarter of fiscal 2011 * Gross slot revenues are expected to range between $225.4 million and $234.6 million, an increase of between 1% and 5% compared to the first quarter of fiscal 2011 * Table games revenues are expected to range between $83.4 million and $86.8 million, an increase of between 3% and 8% compared to the first quarter of fiscal 2011 * Non-gaming revenues are expected to range between $58.9 million and $61.3 million, an increase of between 10% and 15% compared to the first quarter of fiscal 2011 * Interest expense, net of capitalized interest, is expected to range between $28.2 million and $29.4 million, a decrease of between 5% and 1% compared to the first quarter of fiscal 2011 These preliminary operating results are subject to the completion of customary closing procedures by the Authority, and may change. The Authority intends to report its final first quarter fiscal 2012 operating results in late January 2012. About Mohegan Tribal Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an instrumentality of the Mohegan Tribe of Indians of Connecticut, or the Tribe, a federally-recognized Indian tribe with an approximately 507-acre reservation situated in Southeastern Connecticut, adjacent to Uncasville, Connecticut. The Authority has been granted the exclusive authority to conduct and regulate gaming activities on the existing reservation of the Tribe, including the operation of Mohegan Sun, a gaming and entertainment complex located on a 185-acre site on the Tribe's reservation. Through its subsidiary, Downs Racing, L.P., the Authority also owns and operates Mohegan Sun at Pocono Downs, a gaming and entertainment facility located on a 400-acre site in Plains Township, Pennsylvania, and several off-track wagering facilities located elsewhere in Pennsylvania. The Authority's balance sheet at Sept. 30, 2011, showed $2.2 billion in total assets, $2.0 billion in total liabilities and $198.7 million total capital. PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed substantial doubt about the Authority's ability to continue as a going concern. The independent auditors noted that of the Authority's total debt of $1.6 billion as of Sept. 30, 2011, $811.1 million matures within the next twelve months, including $535.0 million outstanding under the Authority's Bank Credit Facility which matures on March 9, 2012, and the Authority's $250.0 million 2002 8% Senior Subordinated Notes which mature on April 1, 2012. In addition, a substantial amount of the Authority's other outstanding indebtedness matures over the following three fiscal years. MOHEGAN TRIBAL: Commences Debt Refinancing Transactions ------------------------------------------------------- The Mohegan Tribal Gaming Authority, the owner and operator of Mohegan Sun in Uncasville, Connecticut, and Mohegan Sun at Pocono Downs in Wilkes-Barre, Pennsylvania, has commenced a series of debt refinancing transactions designed to extend the maturity dates of the Authority's capital structure, including private par exchange offers supported by a bondholder group holding approximately $598 million in principal amount of the Authority's notes and an amendment and restatement of the Authority's credit facility. The Authority is commencing a private offer to exchange any and all of the notes held by eligible holders for new notes and a related solicitation of consents to certain amendments of the old notes and the indentures governing the old notes. Eligible holders of old notes who tender their old notes and deliver their consents prior to 5:00 p.m., New York City time, on Feb. 6, 2012, unless extended by the Authority will receive $1,000 in principal amount of new notes for each $1,000 of old notes exchanged plus a cash consent payment. The exchange offers and consent solicitations will expire at 5:00 p.m., New York City time, on Feb. 22, 2012. Tendered old notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on Feb. 6, 2012, but not thereafter. Holders of old notes accepted in the exchange offers will also receive a cash payment equal to the accrued and unpaid interest in respect of those old notes from the most recent interest payment date to, but not including, the settlement date of the exchange offer. In connection with the exchange offers, the Authority is soliciting consents from holders of the old notes to certain proposed amendments, which would eliminate or waive substantially all of the restrictive covenants contained in the indentures and the old notes themselves, eliminate certain events of default, modify certain covenants, and modify or eliminate certain other provisions, including, in some cases, certain provisions relating to defeasance, contained in the indentures and the old notes. Holders who tender old notes pursuant to the exchange offers must also deliver consents in order for their old notes to be accepted in the exchange offers. Holders may not deliver consents with respect to their old notes without also tendering those old notes, other than pursuant to the retail consent solicitation. Credit Facility Amendment In connection with the exchange offers, the Authority is seeking to amend and restate its credit facility to, among other things, (i) reduce the aggregate size of the facility from $675 million to $475 million, comprised of a $200 million revolving credit facility and a $275 million term loan, and (ii) extend the maturity date of the credit facility from March 9, 2012, to March 31, 2015. Consummation of the credit facility amendment and restatement is conditioned upon, among other things, the concurrent completion of the exchange offers and the first lien debt offering. The Company currently expects that, upon consummation of the amendment and restatement, at the Company's election, the interest rate per annum applicable to loans under the credit facilities will be based on a fluctuating rate of interest determined by reference to either (i) a base rate or (ii) a Eurodollar rate, plus in either case, a margin based on the Company's total leverage ratio. Currently the margin for (i) the base rate loans is expected to range from 2.25% to 3.25% and (ii) the Eurodollar rate loans is expected to range from 3.50% to 4.50%. The Company also expects to pay commitment fees on the unused portion of the revolving loans based on a leverage-based pricing grid that will range from 0.25% to 0.50%. The term loan portion of the credit facility is expected to amortize at a rate of 0.25% of the principal amount thereof per fiscal quarter. The Company's obligations under the credit facility will be fully and unconditionally guaranteed, on a joint and several basis, by all of the Company's restricted subsidiaries. The Company's obligations under the credit facility will be collateralized by liens on substantially all of the Company's and the Company's restricted subsidiaries' assets, including substantially all of the assets that comprise Mohegan Sun and Mohegan Sun at Pocono Downs. A full-text copy of the Form 8-K disclosure is available at: http://is.gd/92iZAM About Mohegan Tribal Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an instrumentality of the Mohegan Tribe of Indians of Connecticut, or the Tribe, a federally-recognized Indian tribe with an approximately 507-acre reservation situated in Southeastern Connecticut, adjacent to Uncasville, Connecticut. The Authority has been granted the exclusive authority to conduct and regulate gaming activities on the existing reservation of the Tribe, including the operation of Mohegan Sun, a gaming and entertainment complex located on a 185-acre site on the Tribe's reservation. Through its subsidiary, Downs Racing, L.P., the Authority also owns and operates Mohegan Sun at Pocono Downs, a gaming and entertainment facility located on a 400-acre site in Plains Township, Pennsylvania, and several off-track wagering facilities located elsewhere in Pennsylvania. The Authority's balance sheet at Sept. 30, 2011, showed $2.2 billion in total assets, $2.0 billion in total liabilities and $198.7 million total capital. PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed substantial doubt about the Authority's ability to continue as a going concern. The independent auditors noted that of the Authority's total debt of $1.6 billion as of Sept. 30, 2011, $811.1 million matures within the next twelve months, including $535.0 million outstanding under the Authority's Bank Credit Facility which matures on March 9, 2012, and the Authority's $250.0 million 2002 8% Senior Subordinated Notes which mature on April 1, 2012. In addition, a substantial amount of the Authority's other outstanding indebtedness matures over the following three fiscal years. MOHEGAN TRIBAL: S&P Lowers Issuer Credit Rating to 'CC' ------------------------------------------------------- Standard & Poor's Ratings Services took the following rating actions on Uncasville, Conn.-based Mohegan Tribal Gaming Authority (MTGA): "We lowered our issuer credit rating to 'CC' from 'CCC'. The rating remains on CreditWatch with negative implications," S&P said. "We lowered our issue-level rating on MTGA's $675 million revolving credit facility to 'CC' from 'CCC'. The rating remains on CreditWatch with negative implications," S&P said. "We revised the CreditWatch implications for our 'CCC-' issue- level rating on the $200 million second-lien notes due 2017 to developing from negative," S&P related. "We revised the CreditWatch implications on our 'CCC+' issue- level rating on Mohegan Tribe of Indians' priority distribution bonds to developing from negative," S&P said. "The ratings on MTGA's senior notes and senior subordinated notes remain at 'CC'. We had previously lowered these issue-level ratings to 'CC' and placed them on CreditWatch with negative implications on Nov. 24, 2010, given our belief that a debt restructuring was becoming increasingly likely," S&P said. "At the same time, we assigned the proposed second-lien notes due 2017, proposed third-lien notes due 2016, and proposed senior subordinated toggle notes due 2018 our preliminary issue-level rating of 'CCC'. Due to the variability of the post-exchange capital structure given uncertainty around the size of the new notes issuances, we are not assigning dollar amounts to these issues at this time," S&P said. The exchange offers are conditioned upon the minimum acceptance thresholds: 90% of the outstanding principal of the 8% senior subordinated notes due 2012 and 6.125% senior notes due 2013; 75% of the outstanding principal of the 7.125% senior subordinated notes due 2014 and 6.875% senior subordinated notes due 2015; and 50.1% of the outstanding principal of the second-lien notes due 2017. "In addition, given limited clarity around the form and priority that the new $225 million first-lien debt issue will take, we are not assigning preliminary issue-level ratings to the planned new bank facility and new first-lien debt at this time. However, issue-level ratings on each debt issue will be at or below the post-exchange issuer credit rating," S&P said. The rating actions follow MTGA's announcement of a comprehensive refinancing plan. It announced that it is offering to exchange the existing notes at par: 6.125% senior notes due 2013 and 8% senior subordinated notes due 2012 for new 10.5% third-lien notes due 2016; 7.125% senior subordinated notes due 2014 and 6.875% senior subordinated notes due 2015 for new 11% senior subordinated toggle notes due 2018; and 11.5% second-lien senior secured notes due 2017 for new notes with no change in the maturity or interest rate. MTGA also announced that it is seeking an amendment and restatement of its bank credit facility. The amended and restated credit facility would reduce the size of the facility to $475 million (comprising a $200 million revolver and a $275 million term loan) and extend the maturity to March 31, 2015 from March 9, 2012. MTGA also plans to raise $225 million in new first-lien debt. "It is our view that the exchange offers and the extension of MTGA's bank facility are a de facto restructuring and, thus, are tantamount to a default according to our criteria," noted Standard & Poor's credit analyst Melissa Long. "The offers to debtholders require a maturity extension, averaging three to four years. Although MTGA is offering an increase in the interest rates on the new debt, we believe the increase in pricing does not adequately compensate lenders for the extension of maturities, which, under our criteria, will result in lenders receiving less value than the promise of the original securities. We believe that lenders would accept MTGA's offers because of the perceived risk that the issuer may not otherwise fulfill its original obligations. Additionally, we view these offers as distressed rather than opportunistic, because apart from these offers, there is a realistic possibility of a conventional default over the near term given MTGA's near-term maturities ($675 million bank credit facility due March 9, 2012 and $250 million 8% senior subordinated notes due April 1, 2012) and its maturity profile over the medium term," S&P said. "Upon consummation of the proposed transaction, which is subject to varying minimum thresholds of acceptance, we would lower all issue-level ratings, except for the second-lien notes and priority distribution bonds, to 'D', and the issuer credit rating to 'SD' (selective default). As soon as is possible thereafter, we will reassess MTGA's capital structure and assign new ratings based on the amount of notes successfully tendered," S&P said. "It is our preliminary expectation that, in the event the exchange succeeds, the issuer credit rating would likely be 'B-' following the consummation of the exchange transactions. We recognize that although the current proposed exchange would not be a deleveraging event, the post-exchange capital structure could eliminate, or at least substantially reduce, MTGA's debt maturities over the next few years. However, MTGA will still be highly leveraged, and our measure of MTGA's post-exchange interest coverage ratio will be weak, likely around 1.5x," S&P said. "The CreditWatch listing reflects our expectation that we will lower the issuer credit rating to 'SD' upon the close of the exchange offer, or lower the rating to 'D' in the event MTGA does not complete its plan and cannot meet its near-term maturities," S&P said. MONTANA ELECTRIC: Creditors Panel Can Retain Harold Dye as Counsel ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Montana has granted the Official Committee of Unsecured Creditors in the Chapter 11 case of Southern Montana Electric Generation and Transmission Cooperative, Inc., permission to retain Harold Dye, Esq., and Dye & Moe, PLLP, as its general counsel As reported in the TCR on Jan. 24, 2012, the hourly rates of professionals and paraprofessionals of Dye & Moe are: Harold V. Dye $250 Nancy K. Moe $175 Nik G. Geranios $175 Paralegal $60 To the best of the Committee's knowledge, Dye & Moe is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Southern Montana Electric Based in Billings, Montana, Southern Montana Electric Generation and Transmission Cooperative, Inc., was formed to serve five other electric cooperatives. The city of Great Falls later joined as the sixth member. Including the city, the co-op serves a population of 122,000. In addition to Great Falls, the service area includes suburbs of Billings, Montana. Southern Montana filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. Timothy Gregori signed the petition as general manager. Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings, Montana, serves as the Debtor's counsel. In December 2011, Southern Montana also sought permission to employ the Goodrich Law Firm, P.C., as general co-counsel. Also in December, Lee A. Freeman was appointed as Chapter 11 trustee. Mr. Freeman retained Horowitz & Burnett, P.C., as his counsel and Waller & Womack, P.C., as local counsel. The United States Trustee for Region 18 has appointed an Official Committee of Unsecured Creditors in the case. Standard & Poor's Ratings Services in October lowered its issuer credit rating on SME to 'CC' from 'BBB', and placed the rating on CreditWatch with developing implications. These actions follow the cooperative's Oct. 21 bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code. According to SME, the filing was in response to failure on the part of some of its members to honor contractual obligations, including payment to the cooperative for services. MONTANA ELECTRIC: S&P Lowers Issuer Credit Rating to 'D' -------------------------------------------------------- Standard & Poor's Ratings Services lowered its issuer credit rating on Southern Montana Electric Generation & Transmission Cooperative to 'D' from 'CC'. At the same time, Standard & Poor's removed the rating from CreditWatch with developing implications, where it was placed Oct. 24, 2011. "The downgrade follows the cooperative's failure to make a $1.6 million interest payment on Nov. 28, 2011," said Standard & Poor's credit analyst Peter Murphy. The payment pertains to senior first mortgage promissory notes, series 2010A and 2010B, which are outstanding in the amount of $75 million, and $10 million. "We had placed the ratings on CreditWatch following the utility's Oct. 21 bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code. Southern Montana said at the time that the move was in response to failure on the part of some of its members to honor contractual obligations, including payment to the cooperative for services," S&P said. MT. VERNON: Court Approves Continued Use of Cash Collateral ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland approved a Stipulation and Consent Order granting Mt. Vernon Properties, LLC's continued use of cash collateral of First Mariner Bank and granting adequate protection through Feb. 29, 2012. First Mariner holds properly perfected, valid, first-priority and second-priority security interests and liens on the property located at 13 East Read Street, Baltimore, Maryland, as well as the Debtor's personal property assets located at 712 St. Paul Street, Baltimore, Maryland. Pursuant to the Stipulation, any and all revenues, proceeds, products, profits and rents of or from the East Read Property, the St. Paul Property received on a post-petition basis by the Debtor will continue to be collected, received and maintained by the Debtor in a separate debtor-in-possession account at First Mariner Bank. Susan J. Klein, Esq., and Lawrence D. Coppel, Esq., at Gordon, Feinblatt, Rothman, Hoffberger & Hollander LLC, argue for First Mariner Bank. About Mt. Vernon Properties Mt. Vernon Properties, LLC, based in Baltimore, Maryland, is the owner of many parcels of real property located in Baltimore City that the Debtor operates as multi-family rental properties. The Company filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 11-24801) on July 18, 2011. Judge David E. Rice presides over the case. Aryeh E. Stein, Esq. -- astein@meridianlawfirm.com -- at Meridian Law LLC, in Baltimore, serves as bankruptcy counsel. The Debtor disclosed $10,237,448 in assets and $15,064,059 in liabilities as of the Chapter 11 filing. The petition was signed by Ronald Persaud, managing member of Mt. Vernon Properties II LLC, the Debtor's sole member. MT. VERNON: Cancels Auction, Wants Chapter 11 Case Dismissed ------------------------------------------------------------ Mt. Vernon Properties, LLC, asks the U.S. Bankruptcy Court for the District of Maryland to dismiss its Chapter 11 case. The Debtor believes that it would be advantageous to have its bankruptcy case dismissed, rather than move forward with the sale pursuant to Section 363 of the Bankruptcy Code that will, in all likelihood, leave no funds available for distribution to unsecured creditors. The Debtor sought and obtained permission to sell real properties subject to liens of City National Bank, Fannie Mae, First Mariner Bank, Colombo Bank and Carrolton Bank free and clear of liens, claims and interests. Pursuant to Section 1112(b) of the Bankruptcy Code, the Court may dismiss a Chapter 11 case for "cause." Section 1112(b) identifies 16 examples of "cause" for dismissal, including substantial or continuing loss to or diminution of the estate and the absence of a reasonable likelihood of rehabilitation, and inability to effectuate a plan. In objection to the Debtor's motion, Fannie Mae contends that the Debtor's statements about future distributions to creditors are completely baseless. According to Fannie Mae, the sale has not yet occurred, therefore the Debtor cannot substantiate its assertion. "[I]t is an abuse of the bankruptcy process for the Debtor to voluntarily initiate these proceedings, drag them out for six (6) months, enjoy the benefits of the automatic stay while collecting management fees from the pre-petition lenders' cash collateral, initiate a sales process, all at the significant time and expense of lenders, only to "change its mind" at the eleventh hour and dismiss this case, thus ridding itself of the scrutiny and restrictions that the Code imposes," asserts Christopher J. Giaimo, Esq., -- cgiaimo@bankerlaw.com -- , at Baker & Hostetler, LLP, in Washington, D.C., counsel for Fannie Mae. In a separate Court filing, Carrolton Bank, with the consent of City National Bank, Fannie Mae, First Mariner Bank and Colombo Bank, asks the Court to appoint a Chapter 11 Trustee. About Mt. Vernon Properties Mt. Vernon Properties, LLC, based in Baltimore, Maryland, is the owner of many parcels of real property located in Baltimore City that the Debtor operates as multi-family rental properties. The Company filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 11-24801) on July 18, 2011. Judge David E. Rice presides over the case. Aryeh E. Stein, Esq., at Meridian Law LLC, in Baltimore, serves as bankruptcy counsel. The Debtor disclosed $10,237,448 in assets and $15,064,059 in liabilities as of the Chapter 11 filing. The petition was signed by Ronald Persaud, managing member of Mt. Vernon Properties II LLC, the Debtor's sole member. MT. VERNON: First Mariner Wants Stay Lifted to Allow Foreclosure ---------------------------------------------------------------- First Mariner Bank asks the U.S. Bankruptcy Court for the District of Maryland to lift the automatic stay under Section 362(a) of the Bankruptcy Code, to allow it to exercise its rights and remedies under applicable non-bankruptcy law including, but not limited to, foreclosure on the real property and improvements with respect to the real property and improvements known as 13 E. Read Street and 712 St. Paul Street, Baltimore, Maryland and any tangible and intangible personal property owned by Mt. Vernon Properties, LLC. The Bank has a properly perfected first priority lien and security interest in the leases, rents and other monies owed to the Debtor with respect to the Read Street and Paul Street Properties. As previously reported in the Troubled Company Reporter on Jan. 2, 2012, the Court approved a stipulation and consent order continuing the Debtor's authority to use cash collateral of First Mariner Bank and granting adequate protection through the earlier of a closing on the auction sale of the real property subject to First Mariner's liens or Feb. 29, 2012. First Mariner asserts the Debtor is in default of the cash collateral stipulations due to the Debtor's failure to cooperate with the auctioneer. According to First Mariner, there is cause for relief from the automatic stay because the Debtor has acted in bad faith. "After the filing of the bankruptcy the case languished. The Debtor and its secured creditors thereafter agreed to an auction sale of the Debtor's properties. To enable the Debtor to sell the properties in a commercially reasonable manner an auctioneer was retained at the expense of the secured creditors. It was a condition to the continued use of cash collateral for the Debtor to auction the Properties. Without any notice to its secured creditors, including the Bank, the Debtor cancelled the auction sale and moved to dismiss its case." About Mt. Vernon Properties Mt. Vernon Properties, LLC, based in Baltimore, Maryland, is the owner of many parcels of real property located in Baltimore City that the Debtor operates as multi-family rental properties. The Company filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 11-24801) on July 18, 2011. Judge David E. Rice presides over the case. Aryeh E. Stein, Esq. -- astein@meridianlawfirm.com -- at Meridian Law LLC, in Baltimore, serves as bankruptcy counsel. The Debtor disclosed $10,237,448 in assets and $15,064,059 in liabilities as of the Chapter 11 filing. The petition was signed by Ronald Persaud, managing member of Mt. Vernon Properties II LLC, the Debtor's sole member. NEWPAGE CORP: Seeks Approval of Long-Term Incentive Plan -------------------------------------------------------- BankruptcyData.com reports that NewPage Corp. filed with the U.S. Bankruptcy Court a motion for an order approving a long-term incentive plan (LTIP), the second of two performance incentive plans comprising the Debtors' executive incentive program for certain insider participants. The LTIP provides for performance- based incentive payments to 15 executives based upon their achievements, as measured by four objective goals, and provides for a targeted aggregate payout of approximately $8.6 million based on achievement of the goals. The Court scheduled a Feb. 7, 2012 hearing to consider the motion. About NewPage Corp. Headquartered in Miamisburg, Ohio, NewPage Corporation was the leading producer of printing and specialty papers in North America, based on production capacity, with $3.6 billion in net sales for the year ended Dec. 31, 2010. The company's product portfolio is the broadest in North America and includes coated freesheet, coated groundwood, supercalendered, newsprint and specialty papers. These papers are used for corporate collateral, commercial printing, magazines, catalogs, books, coupons, inserts, newspapers, packaging applications and direct mail advertising. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a total annual production capacity of roughly 4.1 million tons of paper, including roughly 2.9 million tons of coated paper, roughly 1.0 million tons of uncoated paper and roughly 200,000 tons of specialty paper. NewPage, along with affiliates, filed Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7, 2011. Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve as counsel. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel. Lazard Freres & Co. LLC is the investment banker, and FTI Consulting Inc. is the financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. In its balance sheet, the Debtors disclosed $3.4 billion in assets and $4.2 billion in total liabilities as of June 30, 2011. At an organizational meeting of creditors held on Sept. 21, 2011, the Committee selected Paul Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt & Taylor, LLP to act as its Delaware and conflicts counsel. NewPage prevailed over most objections from the official creditors' committee and won agreement from the bankruptcy judge on final approval of $600 million in secured financing. Moody's Investors Service assigned a Ba2 rating to the $350 million first-out revolving debtor-in-possession credit facility and a B2 rating to the $250 million second-out debtor-in- possession term loan for NewPage. NORTHAMPTON GENERATING: Can Hire Tap Moore & Van as Counsel ----------------------------------------------------------- Judge J. Craig Whitley authorizes Northampton Generating Company, L.P., to hire Moore & Van Allen PLLC as its bankruptcy counsel as of the Petition Date. About Northampton Generating Northampton Generating Co. LP is the owner of a 112 megawatt electric generating plant in Northampton, Pennsylvania. The plant is fueled with waste products, including waste coal, fiber waste, and tires. The power is sold under a long-term agreement to an affiliate of FirstEnergy Corp. Northampton Generating filed for Chapter 11 bankruptcy (Bankr. W.D.N.C. Case No. 11-33095) on Dec. 5, 2011. Attorneys at Moore & Van Allen PLLC serve as counsel to the Debtors. Houlihan Lokey Capital, Inc., is the financial advisor. The Debtor estimated assets and debts of up to $500 million. Debt includes $73.4 million owing on senior bonds issued through the Pennsylvania Economic Development Financing Authority. The U.S. Trustee was unable to appoint a committee because no one was willing to serve. NUVILEX INC: Patricia Gruden Resigns as Interim CFO --------------------------------------------------- Patricia Gruden, after returning from retirement to aid Nuvilex, Inc., in successfully restructuring and rebuilding over the past year, in discussions with Drs. Ryan and Crabtree, requested to retire as the Company's Interim Chief Financial Officer. The Company officially accepted her resignation as of Jan. 19, 2012. Effective on the same date, in order to assure a smooth transition and to fill the vacancy created by Ms. Gruden's resignation, the Company appointed Robert F. Ryan, M.S., Ph.D., President and Chief Executive Officer, as the Company's Interim Chief Financial Officer. This change has no effect on the present ongoing activities of the company including, but not limited to, the acquisition of the assets of SG Austria, which are still moving forward successfully. Ms. Gruden will continue to aid the Company in the capacity of Chairwoman of the Board of Directors and Dr. Ryan will retain the position of President and Chief Executive Officer of the Company, in addition to becoming Interim Chief Financial Officer. About Nuvilex Inc. Silver Spring, Md.-based Nuvilex, Inc., Nuvilex, Inc. operates independently and through wholly-owned subsidiaries. The Company is dedicated to bringing to market scientifically derived products designed to improve the health and well-being of those who use them. The Company's current strategy is to focus on developing and marketing products in the biotechnology arena it believes have potential for long-term corporate growth. The Company's balance sheet at Oct. 31, 2011, showed $1.7 million in total assets, $3.5 million in total liabilities, $580,000 of preferred stock, and a shareholders' deficit of $2.4 million. M&K CPAS, PLLC, in Houston, Texas, expressed substantial doubt about Nuvilex's ability to continue as a going concern, following the Company's results for the fiscal year ended April 30, 2011. The independent auditors noted that the Company has suffered recurring losses from operations. OAK VALLEY: S&P Cuts $17.985-Mil. Revenue Bond Rating to 'BB+' -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating to 'BB+' from 'BBB-' on Oak Valley Hospital District, Calif.'s $17.595 million series 2011 hospital revenue bonds. Standard & Poor's also revised the outlook to negative from stable. The district operates the 35-bed Oak Valley District Hospital in Oakdale, Calif. "The rating action reflects our view of such factors as the district's operational liquidity, which will become significantly thinner as the replacement hospital project is finished in 2012, weak maximum annual debt service coverage for fiscal 2011, challenged operating income levels in fiscal 2012 to date, and relatively small revenue base," said Standard & Poor's credit analyst Kevin Holloran. The new hospital under construction (which management anticipates will open in March) is adjacent to the existing hospital in a 125,000-square-foot building, and contains an emergency room, two surgery suites, five post-anesthesia beds, two endoscopy procedure rooms, and seven outpatient surgical preparation and recovery rooms. "The negative outlook reflects our concern over the district's operational decline in fiscal 2012 to date and the spend-down in liquidity that is significantly lower than originally projected and places pressure on the credit profile," S&P said. OLYMPIC HOTEL: Case Summary & 11 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Olympic Hotel LLC 8447 Wilshire Blvd., Suite 401 Beverly Hills, CA 90211 Bankruptcy Case No.: 12-12449 Chapter 11 Petition Date: January 23, 2012 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Sandra R. Klein Debtor's Counsel: Philip D. Dapeer, Esq. PHILIP DAPEER, A LAW CORPORATION 2625 Townsgate Rd, Ste 330 Westlake Village, CA 91361 Tel: (323) 954-9144 Fax: (323) 954-0457 E-mail: PhilipDapeer@AOL.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb12-12449.pdf The petition was signed by Britt Jones, sole manager and member. ORAGENICS INC: Koski Credit Facility Hiked by $750,000 ------------------------------------------------------ Oragenics, Inc., has entered into a Fifth Amendment to its Unsecured Revolving Line of Credit with the Koski Family Limited Partnership, the Company's largest shareholder. The Fifth Amendment increased the available borrowing under the Credit Facility by $750,000, from $7,500,000 to $8,250,000. All other terms of the Credit Facility remained the same as in the previous amendments. Oragenics has since drawn down on the additional availability provided by the Fifth Amendment. "We appreciate the KFLP's additional financial support through the recent amendment to the Credit Facility. This funding will enable us to continue to focus on our operational and strategic priorities, including the marketing of our oral care probiotics for humans and companion pets," stated John N. Bonfiglio, Ph.D., Chief Executive Officer and President of Oragenics. Oragenics' Audit Committee and Board of Directors approved entering into of the Fifth Amendment. Funds provided under the Fifth Amendment to the Credit Facility are able to be drawn immediately. A full-text copy of the amendment is available for free at: http://is.gd/txNQHe About Oragenics Inc. Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/-- is a biopharmaceutical company focused primarily on oral health products and novel antibiotics. Within oral health, Oragenics is developing its pharmaceutical product candidate, SMaRT Replacement Therapy, and also commercializing its oral probiotic product, ProBiora3. Within antibiotics, Oragenics is developing a pharmaceutical candidate, MU1140-S and intends to use its patented, novel organic chemistry platform to create additional antibiotics for therapeutic use. The Company reported a net loss of $5.73 million on $1.04 million of net revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $5.63 million on $1.01 million of net revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $1.22 million in total assets, $7.80 million in total liabilities, and a $6.58 million total shareholders' deficit. As reported in the TCR on April 5, 2011, Kirkland, Russ, Murphy & Tapp, P.A., in Clearwater, Fla., expressed substantial doubt about Oragenics' ability to continue as a going concern, following the Company 2010 results. The independent auditors noted that the Company has incurred recurring operating losses, negative operating cash flows and has an accumulated deficit. OVERLAND STORAGE: Files Form S-3, Registers 15MM Common Shares -------------------------------------------------------------- Overland Storage, Inc., filed with the U.S. Securities and Exchange Commission a Form S-3 registration statement relating to the offer and sell up to an aggregate of 15,000,000 shares of the Company's common stock from time to time in one or more offerings and in amounts, at prices and on terms that the Company will determine at the time of the offering. The Company will provide the specific terms of the shares of its common stock, including their offering price and the methods by which the Company will sell the shares of its common stock, in supplements to this prospectus. The Company may offer and sell the shares of its common stock on an immediate, continuous or delayed basis directly to investors or through underwriters, dealers or agents, or through a combination of these methods. The Company's common stock is traded on The NASDAQ Capital Market under the symbol "OVRL". On Jan. 24, 2012, the last reported sale price for the Company's common stock on The NASDAQ Capital Market was $2.36 per share. Any shares of our common stock sold pursuant to a prospectus supplement will be listed on The NASDAQ Capital Market. A full-text copy of the prospectus is available for free at: http://is.gd/ElPobh About Overland Storage San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) -- http://www.overlandstorage.com/-- is a global provider of unified data management and data protection solutions designed to enable small and medium enterprises (SMEs), corporate departments and small and medium businesses (SMBs) to anticipate and respond to change. The Company reported a net loss of $14.50 million on $70.19 million of net revenue for the fiscal year ended June 30, 2011, compared with a net loss of $12.96 million on $77.66 million of net revenue during the prior fiscal year. Moss Adams LLP, in San Diego, California, noted that the Company's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2011, showed $37.97 million in total assets, $34.44 million in total liabilities and $3.53 million in total shareholders' equity. PACIFIC MONARCH: Taps Baker & McKenzie as Special Counsel --------------------------------------------------------- Pacific Monarch Resorts, Inc., and its affiliated debtors seek permission from the U.S. Bankruptcy Court for the Central District of California employ Baker & McKenzie Abogados, S.C., as their special counsel regarding Mexican tax and regulatory law. Baker & McKenzie has provided legal advice and services to the Debtors since February of 2000. During the one year period prior to the Petition Date, Baker & McKenzie received compensation in the aggregate amount of $234,954 from the Debtors for prepetition services rendered on the Debtors' behalf. As of the Petition Date, the Debtors owe Baker $87,360 for prepetition services. The firm's current hourly rates range from: Principal Partner $400 - $565 National Partner $280 - $350 Associate $170 - $250 Trainee Lawyer $100 - $200 To the best of the Debtors' knowledge, Baker & McKenzie does not represent or hold any interest adverse to the Debtors or the Debtors' estates with respect to the matters for which it is sought to be employed. About Pacific Monarch Pacific Monarch Resorts, Inc., and certain affiliated debtors filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720) on Oct. 24, 2011, disclosing $100 million to $500 million in both assets and debts. The affiliated debtors are Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de R.L. de C.V. Based in Laguna Hills, California, Pacific Monarch and its affiliates generate revenue primarily from the sale and financing of "vacation ownership points" in a timeshare program commonly known and marketed as "Monarch Grand Vacations," a multi-location vacation timeshare program that establishes a uniform plan for the development, ownership, use and enjoyment of specified resort accommodations for the benefit of its members. MGV is a nonprofit mutual benefit corporation whose members are timeshare owners, and it is administered by a board of directors elected by MGV members. As of the Petition Date, MGV owned Resort Accommodations within these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort - Phases I and II (Dana Point), Riviera Shores Beach (Dana Point), Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico). Future Vacation Accommodations are currently in the pre- development stage in Kona, Hawaii and Las Vegas, Nevada. Additionally, the Cabo Azul Resort has construction in progress on two buildings. The Pacific Monarch entities do not include the entities that actually own the timeshare properties that have been dedicated to use by the purchasers of timeshare points. The trusts that own the properties are not liable for the Pacific Monarch entities' obligations. MGV is not a debtor. Judge Erithe A. Smith presides over the jointly administered cases. Lawyers at Stutman, Treister & Glatt PC serve as counsel to the Debtors. The petition was signed by Mark D. Post, chief executive officer and director. Creditor Ikon Financial Services is represented by Christine R. Etheridge. Creditor California Bank & Trust is represented in the case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C. Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor Fifth Third Bank. Creditor The Macerich Company is represented by Brian D. Huben, Esq. at Katten Muchin Rosenman LLP. Interested Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at Katten Muchin Rosenman LLP. PITT PENN: Sec. 548 Look-Back Period Cannot Be Equitably Tolled --------------------------------------------------------------- Bankruptcy Judge Brendan Linehan Shannon denied the request of Industrial Enterprises of America, Inc., for reconsideration of the Court's prior Opinion and Order dated Nov. 29, 2011, granting, in part, defendants Susan Collyer and Matthew Collyer's motion to dismiss an avoidance action. On April 29, 2011, almost two years to the day after entering Chapter 11, IEAM sued the Collyers and others asserting state law claims as well as Bankruptcy Code-based claims under Setions 544, 548, and 550. The suit against the Collyers is but one of several that IEAM has filed to recover property allegedly transferred from the company to a variety of defendants in the years before its bankruptcy. The Collyers, like many defendants in the other cases, moved to dismiss the entire lawsuit on Fed. R. Civ. P. 12(b)(6) grounds. After receiving IEAM's response to the Collyers' motion, the Court issued a Memorandum Order dismissing IEAM's Sec. 548 claim, but allowing the other claims against the Collyers to proceed. In a Jan. 24, 2012 Opinion available at http://is.gd/o6yuvcfrom Leagle.com, the Court said Section 548's two-year look-back period cannot be equitably tolled. The case is Industrial Enterprises of America, Inc. Plaintiff, v. Robert Burtis, Stacy Cannan, Thomas F. Cannan, Matthew Collyer, Susan Collyer, Ian Engelberg, Richard Mazzuto, Rick Mazzuto, Sarah Mazzuto, William Mazzuto, and Haley Udolf Defendants, Adv. Proc. No. 11-51868 (Bankr. D. Del.). About Industrial Enterprises Pittsburgh, Pennsylvania-based Industrial Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11475 and 09-11476) on April 30, 2009. EMC Packaging, Inc., filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide Industries, LLC, and Today's Way Manufacturing LLC, each filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009. PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of IEAM. The cases are jointly administered under Case No. 09-11475. Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Del., represents the Debtors as counsel. In its petition, Industrial Enterprises disclosed total assets of $50,476,697 and total debts of $17,853,997. Industrial Enterprises originally operated as a holding company with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's Way. PPH, through its wholly owned subsidiary, PPO, was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydrofluorocarbon gases R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide. POST STREET: Withdraws Motion to Employ Nossaman LLP Lit. Counsel ----------------------------------------------------------------- Post Street, LLC, asks the U.S. Bankruptcy Court for the Northern District of California for an order acknowledging the withdrawal of Nossaman LLP as the its special litigation counsel. On July 28, 2011, the Court entered the order authorizing the employment of Nossaman LLP as special counsel and its role was limited to serving as local counsel. The Debtor relates that since the commencement of the case Nossaman has incurred de minimus attorney's fees in connection with its role as special litigation counsel to the Debtor. Consequently, Nossaman has advised the Debtors that, upon the Court granting the order requested herein, Nossaman will not seek the payment of any fees from the Debtors' estates. The Debtor has determined that it no longer requires the services of Nossaman in connection with the case. About Post Street LLC Post Street LLC, based in San Francisco, California, filed for Chapter 11 bankruptcy (Bankr. Case No. 11-32255) on June 15, 2011. Judge Thomas E. Carlson presides over the case. Jeffrey C. Krause, Esq., Eric D. Goldberg, Esq., H. Alexander Fisch, Esq., and Michael S. Neumeister, Esq., at Stutman, Treister and Glatt, in Los Angeles, serves as the Debtor's bankruptcy counsel. Nossaman LLP serves as special litigation counsel. In its amended schedules, the Debtor disclosed assets of $280,815 plus unknown amount and liabilities of $56,092,852 as of the Chapter 11 filing. The petition was signed by Stanley W. Gribble, authorized agent. Affiliate Post 240 Partners, LP, aka Festival Retail Fund 1 228 Post Street, LP, filed for Chapter 11 bankruptcy (Bank. N.D. Calif. Case No. 11-33788) on Oct. 19, 2011. The Debtor estimated both assets and debts of $50 million to $100 million. Post Street, LLC, and Post 240 Partners, L.P., own 34.41% and 65.59% tenant in common interests, respectively, in a building located at 228-240 Post Street, Union Square, San Francisco. POWER EFFICIENCY: Amends Certificate of Incorporation ----------------------------------------------------- Power Efficiency Corporation, on Jan. 18, 2012, amended its Amended and Restated Certificate of Incorporation when it adopted the Certificate of Designation of Rights, Preferences and Limitations of Series E Convertible Preferred Stock. The amendment to the Certificate of Incorporation authorized the issuance of 1,000 shares of Series E Convertible Preferred Stock valued at $10,000 per share. The Series E Preferred Stock is convertible into an aggregate of up to 1,000,000,000 shares of the Company's common stock, such that each one share of Series E Preferred Stock is initially convertible into 1,000,000 shares of the Common Stock. The Series E Preferred Stock is subject to mandatory conversion at such time as the Company has a sufficient number of authorized shares of Common Stock to fully convert all of the outstanding Series E Preferred Stock. The Series E Preferred Stock will be converted automatically, without further action by the holders, at such time. Series E Preferred Stockholders can vote with the shares of Common Stock on an as converted basis and have liquidation rights that are pari passu with all of the Company's other preferred stock. The Series E Preferred Stock has no preemptive rights and cannot be amended without 75% of the Series E Preferred Stockholders approval. About Power Efficiency Las Vegas, Nevada-based Power Efficiency Corporation (OTC: PEFF) - - http://www.powerefficiency.com/-- is a clean technology company focused on efficiency technologies for electric motors. The Company reported a net loss of $2.77 million on $394,342 of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $2.50 million on $416,393 of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $2.63 million in total assets, $1.32 million in total liabilities, and $1.31 million in total stockholders' equity. As reported in the TCR on April 6, 2011, BDO USA, LLP, in Las Vegas, Nevada, expressed substantial doubt about Power Efficiency's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has suffered recurring losses and has generated negative cash flows from operations. Bankruptcy Warning Continuation of the Company as a going concern is dependent upon achieving profitable operations or accessing sufficient operating capital. Management's plans to achieve profitability include developing new products such as hybrid motor starters and single- phase to three-phase converters, developing business in the Asian market, obtaining new customers and increasing sales to existing customers. Management is seeking to raise additional capital through equity issuance, debt financing or other types of financing. However, there are no assurances that sufficient capital will be raised. If the Company is unable to obtain it on reasonable terms, the Company would be forced to restructure, file for bankruptcy or significantly curtail operations. QUANTUM CORP: Reports $3.9 Million Net Income in Dec. 31 Quarter ---------------------------------------------------------------- Quantum Corp. reported net income of $3.91 million on $173.49 million of total revenue for the three months ended Dec. 31, 2011, compared with net income of $5.86 million on $176.22 million of total revenue for the same period during the prior year. The Company reported net income of $2.25 million on $492.06 million of total revenue for the nine months ended Dec. 31, 2011, compared with net income of $6.19 million on $507.17 million of total revenue for the same period during the previous year. The Company's balance sheet at Dec. 31, 2011, showed $415.19 million in total assets, $456.93 million in total liabilities and a $41.73 million stockholders' deficit. "We are pleased with the continued momentum we saw across key areas in the December quarter," said Jon Gacek, president and CEO of Quantum. "Quantum branded revenue, which now makes up more than 80 percent of total product and service revenue, grew year- over-year for the ninth consecutive quarter. We also achieved a new high for disk and software revenue, with a strong contribution from new product sales, and generated our highest level of branded tape automation revenue in eight quarters." A full-text copy of the press release is available for free at: http://is.gd/zSSt2V About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. * * * In January 2011, Moody's Investors Service upgraded Quantum Corporation's Corporate Family and Probability of Default ratings to B2 from B3 and revised the ratings on the senior secured debt obligations to Ba3 from B1. The rating outlook is positive. The upgrade of the CFR to B2 reflects Quantum's improved operating performance, which stems from strong customer adoption and growth of its higher margin branded disk-based systems and software products, which Moody's expects to continue in FY12. In March 2011, Standard & Poor's Ratings Services raised its corporate credit rating on storage manufacturer Quantum Corp. to 'B' from 'B-'. The outlook is stable. "The upgrade reflects that the company has posted four sequential quarters of sustained EBITDA generation, despite ongoing declines in its core tape business and the absence of an EMC licensing arrangement," said Standard & Poor's credit analyst Lucy Patricola. In addition, debt/EBITDA has been stable for the last four quarters at about 4x and reduced from 2009 levels, primarily reflecting application of free cash flow to debt reduction. RCS CAPITAL: Proposes to Hire Daryl Williams as Special Counsel --------------------------------------------------------------- RCS Capital Development, LLC, seeks permission from the U.S. Bankruptcy Court for the District of Arizona to employ Daryl M. Williams of the law firm Baird, Williams & Greer, LLP, as special counsel in matters related to certain proceedings in which Baird, Williams & Greer, LLP, represented the Debtor prior to the Petition Date. BWG, along with a local firm, Bifferato Gentilotti, LLC, represented debtor and Debtor's interest as a creditor and party- in-interest in the chapter 15 case of ABC Learning Centres Limited n/k/a ZYX Learning Centres Limited, et al., Case No. 10-11711. BWG also represents the Debtor in an appeal related to the Chapter 15 Case now pending before the Delaware District Court, Case No. 11-cv-245. The current rates charged for services of attorneys and paraprofessionals of BWG are: Daryl M. Williams $450 per hour Craig M. LaChance $300 per hour Carson T. H. Emmons $250 per hour Paralegals $165 per hour The Debtor agrees to reimburse the firm for its expenses. About RCS Capital RCS Capital Development, LLC, et al., filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 11-28746) on Oct. 12, 2011. Michael W. Carmel, Esq., at Michael W. Carmel, Ltd., in Phoenix, Ariz., represents the Debtor as counsel. RCS's bankruptcy schedules reflect assets of US$57,038,210, of which the largest is a judgment in the approximate amount of US$57,000,000 against ABC Learning Centres Ltd., an Australia- based operator of childcare centers. RCS's bankruptcy schedules reflect liabilities of approximately of US$47,169,203, the most significant of which is the disputed US$41,000,000 claim of ABC. Judge Randolph J. Haines presides over RCS's case. RCS had various contractual relationships with ABC that resulted in litigation in Maricopa County. That litigation resulted in a US$50 million jury verdict verdict against ABC and judgment (worth US$56,456,732 as of Nov. 15, 2011). Liquidators for ABC filed for recognition under Chapter 15 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware about 2 weeks after after RCS obtained its verdict. Judge Gross entered an order on Nov. 16, 2010, that recognized the Chapter 15 proceeding. ABC liquidators contended in papers filed in Delaware that RCS violated the Chapter 15 order by continuing actions in Nevada to seize property in which the liquidators claimed an interest. At a hearing in U.S. Bankruptcy Court in Delaware on Oct. 4, 2011, the liquidators asked Judge Gross to rule that RCS violated the automatic stay. The liquidators also wanted RCS to be held in contempt, directed to return property and assessed with punitive damages. Judge Gross concluded the Oct. 4, 2011 hearing and said he would rule later. As reported in the TCR on Oct. 17, 2011, Bill Rochelle, the bankruptcy columnist for Bloomberg News, noted that perhaps hoping to preclude Judge Gross from handing down an unfavorable ruling, RCS filed its own Chapter 11 petition on Oct. 12, 2011, in Phoenix. REALOGY CORP: Proposes to Issue $593 Million of Senior Notes ------------------------------------------------------------ Realogy Corporation is proposing to issue approximately $593 million aggregate principal amount of senior secured first lien notes due 2020 and approximately $325 million aggregate principal amount of senior secured notes due 2020 in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. Each series of Notes will be guaranteed on a senior secured basis by Domus Intermediate Holdings Corp., the Company's parent, and each domestic subsidiary of the Company that is a guarantor under its senior secured credit facility and certain of its outstanding securities. Each series of Notes will also be guaranteed by Domus Holdings Corp., the Company's indirect parent, on an unsecured senior subordinated basis. Each series of Notes will be secured by substantially the same collateral as the Company's existing first lien obligations under its senior secured credit facility. The priority of the collateral liens securing the First Lien Notes will be (i) equal to the collateral liens securing the Company's first lien obligations under its senior secured credit facility and (ii) senior to the collateral liens securing the Company's other secured obligations that are not secured by a first priority lien, including the New First and a Half Lien Notes and the Company's second lien obligations under its senior secured credit facility. The priority of the collateral liens securing the New First and a Half Lien Notes will be (i) junior to the collateral liens securing the Company's first lien obligations under its senior secured credit facility and the First Lien Notes and (ii) senior to the collateral liens securing the Company's second lien obligations under its senior secured credit facility. The Notes will not be registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The Notes will be offered in the United States only to qualified institutional buyers under Rule 144A of the Securities Act and outside the United States under Regulation S of the Securities Act. The Company intends to use the net proceeds from the offering of the Notes of approximately $918 million, (i) to prepay $629 million of its first lien term loan borrowings under its senior secured credit facility which are due to mature in October 2013, (ii) to repay all of the $133 million in outstanding borrowings under its non-extended revolving credit facility which is due to mature in April 2013, and (iii) to repay $156 million of the outstanding borrowings under its extended revolving credit facility which is due to mature in April 2016. In conjunction with the repayments described in clauses (ii) and (iii) of $289 million, the Company will be reducing the commitments under its revolving credit facility by a like amount. The proposed offering of the Notes is subject to market and other conditions, and may not occur as described or at all. About Realogy Corp. Realogy Corp. -- http://www.realogy.com/-- a global provider of real estate and relocation services with a diversified business model that includes real estate franchising, brokerage, relocation and title services. Realogy's world-renowned brands and business units include Better Homes and Gardens Real Estate, CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group, ERA, Sotheby's International Realty, NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise systems have around 15,000 offices and 270,000 sales associates doing business in 92 countries around the world. Headquartered in Parsippany, N.J., Realogy is owned by affiliates of Apollo Management, L.P., a leading private equity and capital markets investor. Realogy fully supports the principles of the Fair Housing Act. Realogy reported a net loss of $285 million on $3.16 billion of net revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $7 million on $3.12 billion of net revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $7.89 billion in total assets, $9.24 billion in total liabilities, and a $1.34 billion total deficit. Realogy has 'Caa2' corporate family rating and 'Caa3' probability of default rating, with positive outlook, from Moody's. The rating outlook is positive. Moody's said in January 2011 that the 'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative free cash flow and uncertainty regarding the timing and strength of a recovery of the residential housing market in the U.S. Moody's expects Debt to EBITDA of about 14 times for the 2010 calendar year. Despite the recently completed and proposed improvements to the debt maturity profile, the Caa2 CFR continues to reflect Moody's view that current debt levels are unsustainable and that a substantial reduction in debt levels will be required to stabilize the capital structure. In February, Standard & Poor's Ratings Services raised its corporate credit rating on Realogy Corp. to 'CCC' from 'CC'. The rating outlook is positive. REALOGY CORP: S&P Rates $325-Mil. Senior Secured Notes at 'CCC-' ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned Realogy Corp.'s proposed $593 million senior secured first-lien notes due 2020 its preliminary issue-level rating of 'B-'. "We also assigned this debt our preliminary recovery rating of '1', indicating our expectation for very high (90% to 100%) recovery for noteholders in the event of a payment default," S&P said. "In addition, we revised our rating outlook on Realogy to developing from positive and affirmed all ratings on the company, including our 'CCC' corporate credit rating," S&P said. "Further, we assigned our preliminary issue-level rating of 'CCC-' to Realogy's proposed $325 million senior secured first-and-a-half lien notes due 2020 and placed our issue-level rating on Realogy's existing first-and-a-half lien notes on CreditWatch with positive implications. We also assigned the new debt our preliminary recovery rating of '5', indicating our expectation for modest (10% to 30%) recovery for noteholders in the event of a payment default. The preliminary recovery rating of '5' on the planned secured 1.5-lien notes is different from the recovery rating of '6' (0% to 10% recovery) on the existing 7.875% secured 1.5-lien notes due 2019. This reflects a lower amount of first-lien debt outstanding under our simulated default scenario than under our previous analysis. Upon closing of the transaction, we will revise the recovery rating on the 7.875% notes upward to '5' from '6', and will raise the issue-level rating to 'CCC-', from 'CC', in accordance with our notching criteria," S&P said. "While the first-lien and the first-and-a-half lien notes will be secured by the same collateral as the company's existing first- lien credit facility, the priority of the lien on the first-and-a- half lien notes will be junior to that of the first-lien credit facility. This is the same security and priority as the company's existing $700 million senior secured first-and-a-half lien notes due 2019," S&P said. The company intends to use the proceeds from the proposed notes issuances to prepay $629 million of the company's non-extended term loan B due 2013, to repay $133 million currently outstanding under the company's non-extended revolving credit facility due 2013 and terminate the related commitment, and to repay $156 million outstanding under the company's extended revolving credit facility due 2016. "The outlook revision to developing from positive reflects that we could either raise or lower our 'CCC' rating on Realogy, depending on the degree of improvement in the U.S. residential housing market in 2012 and 2013," said Standard & Poor's credit analyst Emile Courtney. "Upside potential exists in the event we become more confident that Realogy can generate adequate EBITDA to cover total interest expense and other calls on cash flow, and otherwise maintain a manageable liquidity position with adequate cash balances and revolver availability. However, the proposed notes are anticipated to raise interest costs by approximately $50 million annually, increasing total fixed charges that the company has to cover. We estimate annualized interest expense will increase to around $680 million pro forma for the proposed notes, compared with our measure of EBITDA of around $520 million in the 12 months ended September 2011. For Realogy to cover fixed charges, including $50 million in estimated capital expenditures annually, EBITDA would need to increase by around 40% from current levels. This is plausible over the next two to three years in the event of a robust housing recovery, but transaction sides and home prices (in the aggregate) at Realogy would probably need to improve in the high-single-digits area in each of the next few years. In this scenario, the company would likely experience positive operating leverage and EBITDA margin improvement from its more efficient cost structure after years of cost-cutting," S&P said. "Our downside rating scenario involves a failure of the residential real estate market to recover sufficiently over the next few years to enable full coverage of fixed charges. Fannie Mae's current forecast is for 3% growth in existing home sales and about a 2% decline in the median home price in 2012. Fannie Mae's forecast for 2013 is for an increase of slightly above 3% in existing home sales and flat median home prices. As a result, additional interest costs from the proposed notes places the burden upon Realogy's business to outperform Fannie Mae's forecast in a meaningful way over the next few years. While we believe this burden results in a downside ratings scenario, we acknowledge private-equity sponsor Apollo is likely to support Realogy's liquidity needs for a period of time, if necessary," S&P said. "The developing outlook on Realogy reflects that we could raise or lower our 'CCC' rating depending on the degree of improvement the U.S. residential housing market in 2012 and 2013. Upside potential exists if we become more confident that Realogy can generate adequate EBITDA to cover total interest expense and other calls on cash flow, and otherwise maintain a manageable liquidity position with adequate cash balances and revolver availability," S&P said. "However, the proposed notes are anticipated to raise interest costs by approximately $50 million annually, and we believe a robust housing recovery over the next few years will be required for Realogy to grow EBITDA sufficiently to enable the company to cover its fixed charges. As a result, our downside rating scenario involves a failure of the residential real estate market to recover sufficiently over the next few years to enable full coverage of fixed charges. However, we acknowledge private-equity sponsor Apollo is likely to support Realogy's liquidity needs for a period of time, if necessary," S&P said. "Furthermore, while the prospects for an IPO over the near term are speculative because of the overhang from unresolved residential housing foreclosures and uncertainty regarding a sustainable recovery in existing home sale transaction volumes and pricing, an IPO would likely result in meaningful deleveraging for Realogy. This is because of the company's exchange offer in early 2011 that resulted in $2.11 billion in new convertible notes in the capital structure we believe will likely convert to equity upon an IPO. Conversion and use of potential future IPO proceeds for debt repayment could result in a financial profile for Realogy in the 'B' rating category, if an IPO should occur," S&P said. ROAR INVESTMENTS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Roar Investments, LLC 1064 Clinton Avenue Irvington, NJ 07111 Bankruptcy Case No.: 12-11608 Chapter 11 Petition Date: January 24, 2012 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Rosemary Gambardella Debtor's Counsel: John W. King, Esq. LAW OFFICE OF JOHN KING 17 Academy Street, Suite 110 Newark, NJ 07102 Tel: (917) 279-7764 E-mail: kingjohnw@hotmail.com Scheduled Assets: $2,802,400 Scheduled Liabilities: $2,800,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Tommaso Gambino, president. SANITARY AND IMPROVEMENT: Voluntary Chapter 11 Case Summary ----------------------------------------------------------- Debtor: Sanitary and Improvement District No. 268 of Sarpy County c/o Fullenkamp Doyle & Jobeun 11440 W. Center RD Omaha, NE 68144 Bankruptcy Case No.: 12-80115 Chapter 11 Petition Date: January 23, 2012 Court: United States Bankruptcy Court District of Nebraska (Omaha Office) Debtor's Counsel: Brian C. Doyle, Esq. FULLENKAMP DOYLE & JOBEUN 11440 West Center Road Omaha, NE 68144 Tel: (402) 334-0700 Fax: (402) 334-0815 E-mail: brian@fdjlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by William Torczon, chairman. SAVANNAH INTERESTS: Trustee Won't Form Creditors' Panel ------------------------------------------------------- Donald F. Walton, United States Trustee for Region 21, has informed the Hon. Lamar W. Davis, Jr., of the U.S. Bankruptcy Court for the Southern District of Georgia that he will not form a committee of unsecured creditors at this time. Savannah Interests LLC, based in Conifer, Colorado, filed for Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 11-42698) Dec. 30, 2011. Lawyers at Morris, Manning & Martin LLP represent the Debtor as counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in debts. The petition was signed by David Hennessy, CEO of Gulfstream Capital Corp., managing member. SCOTTS MIRACLE-GRO: S&P Raises Corporate Credit Rating to 'BB+' --------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Ohio-based The Scotts Miracle-Gro Co. (Scotts) to 'BB+' from 'BB'. The outlook is stable. "At the same time, we raised our unsecured debt rating to 'BB' from 'BB-'. Our '5' unsecured recovery rating, indicating our expectation for modest (10%-30%) recovery for noteholders in the event of a payment default, is unchanged," S&P said. "The ratings revision reflects our view that the company's capital structure has largely stabilized following deleveraging activity since the company's 2007 leveraged recapitalization and the completion of several financing transactions over the past year," said Standard & Poor's credit analyst Linda Phelps. "Our ratings on Scotts partly reflect our view of the company's current financial policy; we believe the company's financial risk profile, which we characterize as significant, and credit metrics will remain relatively stable. Our ratings also reflect Scotts' business risk profile, which we characterize as 'fair,' reflecting the company' strong market positions, well-recognized brand names, and favorable long-term demographic trends in the consumer lawn and garden care segment. However, the company is exposed to fluctuations in operating performance as a result of the highly seasonal and weather-dependent nature of the industry, as well as fluctuations in commodity and energy costs," S&P said. The ratings take into account, among other factors: "Our view that the company's credit metrics will remain relatively stable, with average leverage in the low- to mid-2x area," S&P said. "Our expectation for low- to mid-single-digit sales growth for fiscal 2012 as a result of normalized weather patterns, along with some EBITDA margin erosion as a result of higher commodity costs for fiscal 2012," S&P said. "Our expectation that the company will substantially support capital expenditures, dividends, share repurchases, and modest acquisition activity with cash from operations," S&P said. "Our rating outlook on Scotts is stable. We believe that based on the company's current financial policy, credit metrics will remain relatively stable for the next year. In addition, the currently low adjusted leverage provides some cushion with respect to modest fluctuations in operating performance," S&P said. SKINNY NUTRITIONAL: Ironridge Global Discloses 9.9% Equity Stake ---------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Ironridge Global IV, Ltd., and its affiliates disclosed that, as of Jan. 23, 2012, they beneficially own 65,100,000 shares of common stock of Skinny Nutritional Corp. representing 9.99% of the shares outstanding. A full-text copy of the filing is available at http://is.gd/7xM2ZN About Skinny Nutritional Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB) -- http://www.SkinnyWater.com/-- has developed and is marketing a line of enhanced waters, all branded with the name "Skinny Water" that are marketed and distributed primarily to calorie and weight conscious consumers. The Company reported a net loss of $6.91 million on $6.92 million of net revenue for the year ended Dec. 31, 2010, compared with a net loss of $7.30 million on $4.14 million of net revenue during the prior year. The Company also reported a net loss of $5.86 million on $5.18 million of net revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $5.39 million on $5.91 million of net revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $3.22 million in total assets, $3.58 million in total liabilities, all current, and a $366,271 stockholders' deficit. As reported by the TCR on April 25, 2011, Marcum, LLP, in Bala Cynwyd, Pennsylvania, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditors noted that the Company had a working capital deficiency of $3,517,280, an accumulated deficit of $37,827,090, stockholders' deficit of $2,658,043 and no cash on hand. The Company had net losses of $6,914,269 and $7,305,831 for the years ended Dec. 31, 2010 and 2009, respectively. Additionally, the Company is currently in arrears under its obligation for the purchase of trademarks. Under the agreement, the seller of the trademarks may choose to exercise their legal rights against the Company's assets, which includes the trademarks. SMART-TEK SOLUTIONS: Kinross-Kennedy Resigns as Accountants ----------------------------------------------------------- John Kinross-Kennedy, CPA, resigned as Smart-tek Solutions, Inc.'s independent registered public accounting firm. Kinross audited the financial statements of the Company for the transitional period ended Dec. 31, 2010, and the fiscal years ended June 30, 2010, and 2009. The report of Kinross on those financial statements, the most recent dated April 16, 2011, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. Between June 30, 2008, and Nov. 28, 2011, there were no disagreements with Kinross on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Kinross, would have caused Kinross to make reference to the subject matter of the disagreement in its review of the Company's consolidated financial statements for the transitional period ended Dec. 31, 2010, and the fiscal years ended June 30, 2010 and 2009. On Jan. 20, 2012, upon the authorization and approval of the board of directors, the Company engaged PMB Helin Donovan Consultants and Certified Public Accountants as its independent registered public accounting firm. No consultations occurred between the Company and PMB during the transitional period ended Dec. 31, 2010, and the fiscal years ended June 30, 2010 and 2009 and through Jan. 20, 2012, regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, the type of audit opinion that might be rendered on the Company's financial statements, or other information provided that was an important factor considered by the Company in reaching a decision as to an accounting, auditing, or financial reporting issue, or (ii) any matter that was the subject of disagreement requiring disclosure under Item 304(a)(1)(iv) of Regulation S-K or reportable event requiring disclosure under Item 304(a)(1)(v) of Regulation S-K. About Smart-tek Solutions Newport Beach, Calif.-based Smart-tek Solutions Inc. has two business lines. Through its wholly owned subsidiary Smart-Tek Communications Inc. the Company specializes in the design and development of Radio Frequency Identification (RFID) integration, monitoring and tracking solutions to meet industry demands. Through its wholly owned subsidiary Smart-Tek Automated Services Inc. the Company provides professional employer organization services. The Company reported a comprehensive loss of $3.19 million on $15.25 million of revenue for the nine months ended Sept. 30, 2011, compared with a comprehensive income of $1.40 million on $10.11 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $6.40 million in total assets, $8.38 million in total liabilities, all current, and a $1.98 million total stockholders' deficit. John Kinross-Kennedy, of Irvine, California, expressed substantial doubt about the Company's ability to continue as a going concern. Mr. Kinross-Kennedy noted that that the Company has suffered recurring losses until the latest fiscal year, and has a working capital deficiency of $994,278 and a stockholders' deficiency of $438,164 at June 30, 2010. SNOKIST GROWERS: Wants to Hire Emmer Associates as Consultant ------------------------------------------------------------- Snokist Growers asks the U.S. Bankruptcy Court for the Eastern District of Washington for permission to employ: James E. (Jim) Allison EMMER ASSOCIATES, INC. P.O. Box 129 Evergreen, CO 80437 Tel: (303) 770-4975 E-mail: jallison@mho.net to provide professional consulting services regarding potential sale of its assets and negotiations with major creditors. Mr. Allison asserts that it is owed $6,304 as a result of prepetition services provided for the Debtor from Dec. 1 to Dec. 6, 2011. About Snokist Growers Yakima, Washington-based Snokist Growers -- http://www.snokist.com/-- is a century-old cooperative of fruit growers. Snokist provides fresh and processed pears, apples, cherries, plums, and nectarines. Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after sales couldn't recover from allegations that it violated food- safety rules. Judge Frank L. Kurtz presides over the case. Lawyers at Bailey & Busey LLC serve as the Debtor's counsel. In its petition, the Debtor scheduled $69,567,846 in assets and $73,392,906 in liabilities. The petition was signed by Jim Davis, president. Counsel for lender Rabo AgriFinance, as agent for itself and KeyBank, is James Ray Streinz, Esq. -- rays@mcewengisvold.com -- at McEwen Gisvold, LLP. Counsel for KeyBank National Association is Bruce W. Leaverton, Esq., at Lane Powell, P.C., in Seattle. SOLUTIA INC: To Be Acquired by Eastman Chemical in $4.7BB Deal -------------------------------------------------------------- Eastman Chemical Company and Solutia Inc. said Friday they have entered into a definitive agreement, under which Eastman will acquire Solutia. Under the terms of the agreement, Solutia stockholders will receive $22 in cash and 0.12 shares of Eastman common stock for each share of Solutia common stock. Based on the Jan. 26 closing prices, Solutia shareholders will receive cash and stock valued at $27.65 per Solutia common share, representing a premium of 42% and a total transaction value of roughly $4.7 billion, including the assumption of Solutia's debt. Eastman has entered into an agreement with Citigroup Global Markets Inc. and Barclays Bank PLC which contains commitments for a $3.5 billion senior unsecured bridge term loan facility and sets out the principal terms of a senior unsecured term loan facility for up to $1.25 billion, with any commitments in respect of the term loan facility reducing on a dollar-for-dollar basis commitments under the bridge term loan facility. A combination of cash on hand and borrowings will be used to pay the cash consideration payable in the Merger, and to refinance a portion of outstanding debt. Final terms of the debt financing will be set forth in definitive agreements relating to such indebtedness. Eastman and Solutia share several key fundamentals, such as complementary technologies and business capabilities, a polymer science backbone, similar operating philosophies and a high performance culture. In addition, the overlap of key end-markets is expected to provide opportunities for growth. According to the Companies' joint statement, the acquisition is also a significant step in Eastman's strategy to extend its global presence in emerging markets. In particular, it should significantly accelerate Eastman's growth efforts and offer excellent growth opportunities in Asia Pacific. By leveraging infrastructure in the region, Eastman expects to have a compound annual growth rate in Asia Pacific approaching 10% for the next several years. Eastman expects the transaction to be immediately accretive to earnings, excluding acquisition-related costs and charges. After giving effect to the acquisition of Solutia, including expected cost synergies, Eastman expects 2012 EPS to be roughly $5 excluding acquisition-related costs and charges. Eastman is also increasing its 2013 EPS expectation to greater than $6. Further, Eastman expects to realize significant tax benefits from Solutia's historical net operating losses and other tax attributes that are expected to contribute to free cash flow (defined as cash from operations minus capital expenditures and dividends) of roughly $1.0 billion through 2013. Eastman also recognizes the potential for meaningful revenue synergies by leveraging both companies' technology and business capabilities and end-market overlaps, particularly in automotive and architectural. Citi and Barclays Capital are acting as financial advisors to Eastman on the transaction, and Jones Day is acting as legal counsel. Eastman's management and Board of Directors remain committed to maintaining an investment grade credit rating and to its current annual dividend rate of $1.04 per share. Deutsche Bank Securities Inc. and Moelis & Company LLC acted as financial advisors to Solutia on this transaction. Perella Weinberg Partners LP acted as financial advisors to Solutia's Board of Directors. In addition, the Valence Group, LLC conducted an independent evaluation of Solutia's long range plan for Solutia's Board of Directors. Kirkland & Ellis LLP acted as legal counsel to Solutia. The transaction, which was approved by the Boards of Directors of both companies, remains subject to approval by Solutia's shareholders and receipt of required regulatory approvals as well as other customary closing conditions. The transaction is expected to close in mid-2012. "The acquisition of Solutia is a significant step in our growth strategy and one that I am confident will strengthen Eastman as a top-tier specialty chemical company with strong, stable margins," said Jim Rogers, chairman and chief executive officer of Eastman. "The addition of Solutia will broaden our geographic reach into emerging geographies, particularly Asia Pacific, establish a powerful combined platform with extensive organic growth opportunities, and expand our portfolio of sustainable products, all of which are consistent with our growth strategy. "This transaction is also expected to deliver immediate value to our stockholders in the form of accretion and strong cash generation, as well as create potential upside through the combination of two leading global chemical companies," said Mr. Rogers. "This complimentary transaction will accelerate the growth of our businesses around the world. The shared commitment to innovation, quality and technical service will allow us to better serve our customers and creates opportunity for our employees around the globe," said Jeffry N. Quinn, chairman, president and chief executive officer of Solutia. "This transaction provides Solutia's shareholders with immediate value and an attractive premium, as well as the opportunity to benefit from the future prospects of a leading global chemicals producer with the financial strength, a diversified mix of premium products, and the geographic footprint to capitalize on long-term growth opportunities." "I commend the excellent management team and employees of Solutia. Over the past several years, Solutia has transformed itself into a financially strong, innovative performance materials and specialty chemicals company, with enviable market leading positions in virtually every market it serves," added Mr. Rogers. "That, in addition to both companies' success integrating prior acquisitions, gives me confidence we will achieve a smooth transition. We look forward to welcoming Solutia employees to Eastman." * * * Dow Jones Newswires' Doug Cameron reports that while Eastman in its current form had good growth prospects, Mr. Rogers said in an interview that it started looking at potential deals last summer, with Solutia meeting all its target criteria. Dow Jones notes Solutia will add $2.1 billion in revenue to Eastman's $7 billion base and reduce its reliance on domestic customers to below 50% of sales. Dow Jones notes Eastman is offering $22 in cash and 0.12 shares for each Solutia share. Based on Eastman's $47.12 Thursday close, the per-share offer of $27.65 marks a 42% premium to Solutia's Thursday close. On Friday, Jan. 27, Solutia shares were ahead 40% at $27.25, while Eastman gained 5.3% to $49.60, valuing the Company at $6.8 billion. About Solutia Solutia Inc. (NYSE:SOA), headquartered in St. Louis, Missouri, produces and sells a diverse portfolio of performance materials and specialty chemicals. End markets for Solutia's products include automotive, architectural (residential and commercial), aerospace, process manufacturing, construction, electronic/electrical, and industrial. Solutia carries Moody's Investors Service's 'Ba3' Corporate Family Rating. Solutia emerged from Chapter 11 bankruptcy protection in early 2008. SPARETIME FAMILY: Utah Court Confirms Chapter 11 Plan ----------------------------------------------------- Bankruptcy Judge R. Kimball Mosier confirmed the Plan of Reorganization dated Sept. 8, 2011, proposed by Sparetime Family Fun Center Inc., saying the Plan complies with, and the Debtor has satisfied, all applicable confirmation requirements of the Bankruptcy Code. The Court held a confirmation hearing Jan. 10 and issued its Findings and Conclusions Regarding Confirmation of Debtor's Plan of Reorganization on Jan. 25, a copy of which is available at http://is.gd/qwC0Ngfrom Leagle.com. Roy, Utah-based Sparetime Family Fun Center Inc., dba Vorwaller Investments LLC, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 10-26552) on May 17, 2010. Judge Judith A. Boulden presides over the case. Matthew M. Boley, Esq. -- mmb@pkhlawyers.com -- at Parsons Kinghorn Harris, served as the Debtor's counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and debts. The petition was signed by Kimberly J. Vorwaller, president. SUMMER VIEW: U.S. Bank Objects to Disclosure Statement ------------------------------------------------------ Secured creditor U.S. Bank National Association, as Trustee for the Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2004-C, objects on a limited basis to the adequacy of the Disclosure Statement filed by Summer View Sherman Oaks, LLC. The Debtor's Plan proposes a kind of cramdown of Lender's interests, with certain aspects of the cramdown undefined and, in Lender's view, insufficiently described. Further, the Lender does not believe the Plan, with or without clarification, can be confirmed over Lender's objections. The Lender and the Debtor are presently engaged in discussions regarding the Plan and possible changes in the Plan. If those discussions are successful, the Lender understands the Debtor will file an Amended Plan of Reorganization embodying a modified consensual plan. If the discussions are unsuccessful, Lender intends to oppose the Plan at the confirmation hearing. U.S. Bank National Association is represented by: Alan D. Smith, Esq. Jeffrey S. Goodfried, Esq. PERKINS COlE LLP 1888 Century Park East, Suite 1700 Los Angeles, California 90067 Tel: (310) 788-9900 Fax: (310) 788-3399 E-mail: ADSmith@perkinscoie.com JGoodfried@perkinscoie.com As reported in the TCR on Dec. 5, 2011, Summer View Sherman Oaks, LLC, will seek approval of the disclosure statement explaining its plan of reorganization filed Nov. 15, 2011, at a hearing scheduled for Jan. 11, 2012, at 10:00 a.m. At the hearing Debtor will ask the Court to fix the following requisite dates and deadlines: Feb. 15, 2012, -- Plan Objection Deadline Feb. 22, 2012, at 5:00 p.m. -- Balloting Deadline Feb. 24, 2012 -- Deadline for Submission of Ballot Summary Feb. 29, 2012, at 10:00 a.m. -- Confirmation Hearing Responses to any objections to confirmation of the Plan may be filed and served by Feb. 22, 2012. Pursuant to the Plan, the goal is to sell the Property prior to July 2012-September 2012 (the Maturity Date of the U.S. Bank loan is July 11, 2014). The Debtor intends to start making payments to the creditors on the Effective date and pay off the Loan and all the creditors from the proceeds of sale. Allowed Secured Claims of U.S. Bank, owed $18,118,041, will receive monthly payments of $78,584 until the property is sold. According to loan documents, the loan must be paid off on July 11, 2014, with a balloon payment. Allowed Unsecured Claims, excluding Insiders, owed $24,340, will be paid in 8 quarterly payments of $3,042 (without interest), or from the proceeds of the sale, if sale occurred before the creditor is paid in full. Interests will receive the balance of the proceeds after payments to all creditors. Funding for distributions under the Plan will be sourced from: a. Proceeds from the sale of the Property; b. Debtor's cash on hand as of the Effective Date of the Plan; c. Payment reserve held by the Lender; and d. Post-confirmation income. A copy of the Plan of Reorganization and the Disclosure Statement is available for free at: http://bankrupt.com/misc/summerview.dkt137.pdf About Summer View Sherman The West Hollywood, California-based Summer View Sherman Oaks, LLC, aka Summer View Sherman Oaks Apartments LLC, a single-asset real estate company, is the owner of a 169-unit apartment building locate at 15353 Weddington Street, in Sherman Oaks, California. The sole member of the Debtor is the Efim Sobol Family Trust Dated November 18, 1995. Dr. Efim Sobol's mother, Sonia Sobol, 88 years old, is the sole trustee and beneficiary of the Efim Sobol Trust. The Company filed for bankruptcy under Chapter 11 (Bankr. C.D. Calif. Case No. 11-19800) on Aug. 15, 2011. Judge Alan M. Ahart presides over the case. The Debtor disclosed $23,228,304 in assets and $16,535,378 in liabilities as of the Chapter 11 filing. The petition was signed by Sonia Sobol, member. Terry D. Shaylin, Esq., and Alik Segal, Esq., at Karasik Law Group, LLP, in Los Angeles, Calif., represent the Debtor as counsel. SUMMER VIEW: Files Amended Schedules of Assets and Liabilities -------------------------------------------------------------- Summer View Sherman Oaks, LLC, has filed with the U.S. Bankruptcy Court for the Central District of California its amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $21,000,000 B. Personal Property $2,228,305 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $16,117,391 E. Creditors Holding Unsecured Priority Claims $282,048 F. Creditors Holding Unsecured Non-priority Claims $180,018 ----------- ----------- TOTAL $23,228,305 $16,579,456 The Debtor disclosed $23,228,304 in assets and $16,535,378 in liabilities in its original schedules. A copy of Summer View's amended schedules is available for free at http://bankrupt.com/misc/SUMMER_VIEW_sal.pdf About Summer View Sherman The West Hollywood, California-based Summer View Sherman Oaks, LLC, aka Summer View Sherman Oaks Apartments LLC, a single-asset real estate company, is the owner of a 169-unit apartment building locate at 15353 Weddington Street, in Sherman Oaks, California. The sole member of the Debtor is the Efim Sobol Family Trust Dated November 18, 1995. Dr. Efim Sobol's mother, Sonia Sobol, 88 years old, is the sole trustee and beneficiary of the Efim Sobol Trust. The Company filed for bankruptcy under Chapter 11 (Bankr. C.D. Calif. Case No. 11-19800) on Aug. 15, 2011. Judge Alan M. Ahart presides over the case. The petition was signed by Sonia Sobol, member. Terry D. Shaylin, Esq., and Alik Segal, Esq., at Karasik Law Group, LLP, in Los Angeles, Calif., represent the Debtor as counsel. SUSTAINABLE ENVIRONMENTAL: Effecting a 1 for 15 Reverse Split ------------------------------------------------------------- Sustainable Environmental Technologies Corporation filed a Certificate of Amendment of the Articles of Incorporation with the Secretary of State of California, on Jan. 19, 2012. The Financial Industry Regulatory Authority effected the Amendment as of Jan. 25, 2012. For 20 business days after the Effective Date, the Company's trading symbol will be "SETSD". However, after the 20- day period, the "D" will be dropped from the Company's trading symbol. The Company filed the Amendment to implement a one for fifteen (1:15) reverse stock split of the Company's outstanding shares of common stock and to decrease the Company's authorized shares of our common stock to 100,000,000 shares, and the Company's authorized preferred stock to 10,000,000 shares. As of the effective date, the Amendment will go into effect. For any shareholder who desires to exchange their paper pre-split certificates for a paper post-split certificates, please contact Computershare at 1-800-962-4284. For any shareholder who has stock deposited into a brokerage account, please contact your broker directly as to the time it will take to update such accounts. About Sustainable Environmental Upland, Calif.-based Sustainable Environmental Technologies Corporation (formerly RG Global Lifestyles, Inc.) offers water and wastewater treatment engineering and construction services. The Company's balance sheet at Sept. 30, 2011, showed $3.21 million in total assets, $3.40 million in total liabilities and a $192,319 total stockholders' deficit. During the quarter ended Dec. 31, 2010, the Company incurred an operating loss from continuing operations before income taxes of $265,464. As of Dec. 31, 2010, the Company had a working capital deficit of approximately $2.3 million. "These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company said in the filing. TMST INC: Gets SEC Verbal Notice of Intention to Revoke Securities ------------------------------------------------------------------ In a regulatory Form 8-K filing Tuesday, TMST, Inc. f/k/a Thornburg Mortgage, Inc., discloses that on Jan. 23, 2012, it received verbal notification from the Denver Regional Office of the Securities and Exchange Commission that the Office intends to recommend that the Commission institute a public administrative proceeding against the Company pursuant to Section 12(j) of the Securities Exchange Act of 1934, as amended, to revoke the registration of the Company's securities based on the Company's substantial periodic reporting delinquencies. The notification follows the Wells Notice sent by the Division of Enforcement to the Company on Dec. 13, 2011, and the Division's review of the Trustee's Wells Submission that requested that the Staff not make an enforcement recommendation. Although the Office asserts that the Company has been delinquent in the filing of its quarterly and annual reports under Section 13(a) and periodic reports under Section 15(d) of the Exchange Act since the commencement of its Chapter 11 bankruptcy, the Company, relying on the Commission's Release No. 9660 dated June 30, 1972, has been timely in its filing with the Commission under Form 8-K the Company's Monthly Operating Reports filed each month with the Bankruptcy Court. About Thornburg Mortgage Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- was a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable rate mortgages. It originated, acquired, and retained investments in adjustable and variable rate mortgage assets. Its ARM assets comprised of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. Thornburg Mortgage and its four affiliates filed for Chapter 11 bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009. Thornburg changed its name to TMST, Inc. Judge Duncan W. Keir is handling the case. David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, served as counsel to Thornburg Mortgage. Orrick, Herrington & Sutcliffe LLP served as special counsel. Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin Capital, Inc., served as investment banker and financial advisor. Protiviti Inc. served as financial advisory services. KPMG LLP served as the tax consultant. Epiq Systems, Inc., serves claims and noticing agent. Thornburg disclosed total assets of $24.4 billion and total debts of $24.7 billion, as of Jan. 31, 2009. On Oct. 28, 2009, the Court approved the appointment of Joel I. Sher as the Chapter 11 Trustee for the Company, TMST Acquisition Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging Strategies, Inc. He is represented by Shapiro Sher Guinot & Sandler. As reported in the TCR on Jan. 28, 2011, the Chapter 11 trustee for TMST, Inc., formerly known as Thornburg Mortgage, Inc., filed on behalf of the Debtors, except for ADFITECH, Inc., a monthly operating report for December 2011 on Jan. 19, 2011. TMST, Inc., et al., ended December with $103,209,028 in cash. Payments to attorneys and other professionals totaled $776,816 for the current month. The Debtors reported a net loss of $805,688 on net operating revenue of $4,145 in December. Operating loss was $110,765. Reorganization expenses totaled $694,865. At Dec. 31, 2011, the Debtors had $104.8 million in total assets, $3.431 billion in total liabilities, and a stockholders' deficit of $3.326 billion. A copy of the December 2011 operating report is available for free at http://is.gd/kU9dVq TRAILER BRIDGE: S&P Withdraws 'D' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'D' corporate credit rating on U.S.-based transportation company Trailer Bridge Inc. The rating was withdrawn at the company's request. TRAVELPORT HOLDINGS: Computershare Named Successor Trustee ---------------------------------------------------------- Travelport Limited's indirect wholly-owned subsidiaries, Travelport LLC and Travelport Inc., entered into three separate Instruments of Resignation, Appointment and Acceptance with The Bank of Nova Scotia Trust Company of New York and Computershare Trust Company, N.A. Under each Tripartite Agreement, Travelport LLC and Travelport Inc. formally accepted the resignation of the Resigning Trustee and appointed the Successor Trustee under each of the following Indentures: (a) Indenture, dated as of Aug. 18, 2010, by and among Travelport LLC, Travelport Inc., the guarantors named therein and The Bank of Nova Scotia Trust Company of New York, relating to the 9% Senior Notes due 2016; (b) Indenture, dated as of Aug. 23, 2006, by and among Travelport LLC, the guarantors listed therein and The Bank of Nova Scotia Trust Company of New York; and (c) Indenture, dated as of Aug. 23, 2006, by and among Travelport LLC, the guarantors listed therein and The Bank of Nova Scotia Trust Company of New York. Each Tripartite Agreement provides, among other things, that (i) the Resigning Trustee assigns, transfers, delivers, and confirms to the Successor Trustee all right, title, and interest of the Resigning Trustee in and to the trust created by the Indenture described in each of the Tripartite Agreement, and the Resigning Trustee resigns as Trustee, Registrar, Paying Agent, and Agent under the Indenture, (ii) Travelport LLC and Travelport Inc, accept the resignation of the Resigning Trustee as Trustee, Registrar, Paying Agent, and Agent under the Indenture and appoints the Successor Trustee as Trustee, Registrar, Paying Agent, and Agent under the Indenture and (iii) the Successor Trustee accepts its appointment as Trustee under the Indenture and assumes all the rights, powers, and trusts of the Trustee under the Indenture, and accepts its appointment as Registrar, Paying Agent, and Agent under the Indenture. About Travelport Holdings Travelport Holdings is the direct parent of Travelport Limited, is a broad-based business services company and a leading provider of critical transaction processing solutions to companies operating in the global travel industry. With a presence in 160 countries and approximately 3,500 employees, Travelport is comprised of the global distribution system (GDS) business, which includes the Galileo and Worldspan brands and its Airline IT Solutions business, which hosts mission critical applications and provides business and data analysis solutions for major airlines. Travelport also owns approximately 48% of Orbitz Worldwide (NYSE: OWW), a leading global online travel company. Travelport is a private company owned by The Blackstone Group, One Equity Partners, Technology Crossover Ventures, and Travelport management. Travelport Holdings Limited is a holding company with no direct operations. Its principal assets are the direct and indirect equity interests it holds in its subsidiaries, including Travelport Limited. Travelport Limited, a direct subsidiary of Travelport Holdings Limited, reported net income of $283 million on $1.061 billion of of net revenue for the six months ended June 30, 2011, compared with net income of $1 million on $1.056 billion of net revenue for the same period of 2010. Results for the six months ended June 30, 2011, includes gain of $312 million, net of tax, from the sale of sale of the Gullivers Travel Associates ("GTA") business to Kuoni Travel Holdings Limited ("Kuoni"). The sale was completed on May 5, 2011. Loss from continuing operations was $4 million during the six months ended June 30, 2011, compared with a loss of $2 million for the same period of 2010. The Company's balance sheet at Sept. 30, 2011, showed $3.43 billion in total assets, $4.21 billion in total liabilities and a $780 million total deficit. * * * As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings Services lowered its long-term corporate credit ratings on travel services provider Travelport Holdings Limited (Travelport Holdings) and indirect subsidiary Travelport LLC (Travelport) to 'SD' (selective default) from 'CC'. The downgrades follow the implementation of a capital restructuring, which was necessary because of the Travelport group's high leverage, weak liquidity, and the upcoming maturity of its $693 million (as of end-June 2011) PIK loan in March 2012. "According to our criteria, we view this restructuring as a distressed exchange and tantamount to a default (see 'Rating Implications Of Exchange Offers And Similar Restructurings, Update,' published May 12, 2009, on RatingsDirect on the Global Credit Portal)," S&P related. TRIDENT MICROSYSTEMS: U.S. Trustee Names 3-Member Creditors' Panel ------------------------------------------------------------------ Roberta A. Deangelis, United States Trustee for Region 3, pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed five unsecured creditors to serve on the Official Committee of Unsecured Creditors of Trident Microsystems (Far East) Ltd. The Creditors Committee members are: 1. United Microelectronics Corporation Attn: Rex Lo 488 De Guigne Drive Sunnyvale, CA 94085 Tel: (408) 523-7800 Fax: (408) 733-8090 2. ARM Limited Attn: Ehab Youssef 110 Fulbourn Road, Cambridge CB19NJ England Tel: (408) 576-1460 Fax: (408) 576-1574 3. Wipro Technologies Attn: Vasudevan Sarangapani 425 National Avenue Mountainview, CA 94043 Tel: (650) 316-3493 Fax: (650) 316-3467 About Trident Microsystem Sunnyvale, California-based Trident Microsystems, Inc., currently designs, develops, and markets integrated circuits and related software for processing, displaying, and transmitting high quality audio, graphics, and images in home consumer electronics applications such as digital TVs, PC-TV, and analog TVs, and set- top boxes. The Company has research and development facilities in Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and Hyderabad, India; Austin, Texas; and Sunnyvale, California. The Company has sales offices in Seoul, South Korea; Tokyo, Japan; Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego, California; Mumbai, India; and Suresnes, France. The Company also has operations facilities in Taipei and Kaoshiung, Taiwan; and Hong Kong, China. Trident Microsystems and its Cayman subsidiary, Trident Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4, 2011. Trident said it expects to shortly file for protection in the Cayman Islands. Judge Christopher S. Sontchi presides over the case. Lawyers at DLA Piper LLP (US) serve as the Debtors' counsel. FTI Consulting, Inc., is the financial advisor. Kurtzman Carson Consultants is the claims and notice agent. Trident had $309,992,980 in assets and $39,607,591 in liabilities as of Oct. 31, 2011. The petition was signed by David L. Teichmann, executive VP, general counsel & corporate secretary. TRIUS THERAPEUTICS: Says SEC Reviewing Annual & Quarterly Reports ----------------------------------------------------------------- Trius Therapeutics, Inc., said in a regulatory filing that the Securities and Exchange Commission has requested additional information regarding the Company's 2010 Annual Report and 2011 Third Quarter Report. The review is in connection with the obligations, consideration, milestones and revenue recognized in the third quarter of 2011 under the Company's Agreement with Bayer Pharma AG. On July 26, 2011, the Company entered into a Collaboration and License Agreement with Bayer which is an exclusive agreement to develop and commercialize the Company's lead antibiotic, tedizolid phosphate, in China, Japan and substantially all other countries in Asia, Africa, Latin America and the Middle East, excluding North and South Korea. In exchange for development and commercialization rights, Bayer paid the Company $25.0 million upfront and agreed to support approximately 25% of the future development costs of tedizolid required for global approval for treatment of acute bacterial skin and skin structure infections and pneumonia, subject to certain adjustments and limitations. The Company does not believe that the SEC's inquiry will result in a revision to the Form 10-Q, but the Company can provide no assurance in that regard. About Trius Therapeutics San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) -- http://www.triusrx.com/-- is a biopharmaceutical company focused on the discovery, development and commercialization of innovative antibiotics for serious, life-threatening infections. The Company's first product candidate, torezolid phosphate, is an IV and orally administered second generation oxazolidinone being developed for the treatment of serious gram-positive infections, including those caused by MRSA. In addition to the company's torezolid phosphate clinical program, it is currently conducting two preclinical programs using its proprietary discovery platform to develop antibiotics to treat infections caused by gram-negative bacteria. The Company has incurred losses since its inception and it anticipates that it will continue to incur losses for at least the next several years. The Company does not anticipate that its existing working capital, including the funds received on Aug. 6, 2010, from its IPO, alone will be sufficient to fund its operations through the successful development and commercialization of torezolid phosphate or any other products it develops. As a result, the Company says it will need to raise additional capital to fund its operations and continue to conduct clinical trials to support potential regulatory approval of torezolid phosphate and any other product candidates. The Company reported a net loss of $23.86 million on $8.03 million of total revenues for the year ended Dec. 31, 2010, compared with a net loss of $22.68 million on $5.01 million of total revenues during the prior year. The Company also reported a net loss of $5.73 million on $36 million of total revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $15.11 million on $5.51 million of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $77.02 million in total assets, $15.64 million in total liabilities and $61.38 million in total stockholders' equity. "We are pleased to report our consistent achievement of objectives since our IPO in August 2010," said Jeffrey Stein, Ph.D., president and chief executive officer of Trius. "We look forward to continuing our track record of solid execution in our clinical trials and company development." TTC PLAZA: U.S. Trustee Fails to Appoint Committee -------------------------------------------------- Judy A. Robbins, United States Trustee for Region 7, has not been able to appoint a committee of unsecured creditors as contemplated by 11 U.S.C. Section 1102 as there are no three eligible unsecured creditors. TTC Plaza L.P. filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 11-38381) on Oct. 3, 2011, before Judge Marvin Isgur. Jack Nicholas Fuerst, Esq., in Houston, Texas, represents the Debtor. The Debtor scheduled assets of $12,016,768 and liabilities of $5,312,263. The petition was signed by William Wu, managing partner. VIVAKOR INC: Suspending Filing of Reports with SEC -------------------------------------------------- Vivakor, Inc., filed a Form 15 notifying of its suspension of its duty under Section 15(d) to file reports required by Section 13(a) of the Securities Exchange Act of 1934 with respect to its common stock. Pursuant to Rule 12h-3, the Company is suspending reporting because there are currently less than 300 holders of record of the common shares. There were only 180 holders of the common shares as of Jan. 25, 2012. About Vivakor Inc. Coralville, Iowa-based Vivakor, Inc., is a transdisciplinary research company that develops products in the fields of molecular medicine, electro-optics, biological handling and natural and formulary compounds. The Company's balance sheet at September 30, 2010, showed $2.65 million in total assets, $2.66 million in total liabilities, and a stockholders' deficit of $11,602. As reported in the Troubled Company Reporter on April 9, 2010, McGladrey & Pullen, LLP, in Cedar Rapids, Iowa, expressed substantial doubt about Vivakor, Inc.'s ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company's ability to become a profitable operating company is dependent upon obtaining financing adequate to fulfill its research and market introduction activities, and achieving a level of revenues adequate to support the Company's cost structure. VU1 CORP: Richard Sellers Discloses 7.2% Equity Stake ----------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Richard G. Sellers disclosed that, as of Dec. 31, 2011, he beneficially owns 402,159 shares of common stock of Vu1 Corporation representing 7.22% of the shares outstanding. A full-text copy of the Schedule is available for free at: http://is.gd/XuO4u8 About Vu1 Corporation New York City-based Vu1 Corporation (OTC BB: VUOC) -- http://www.Vu1.com/-- designs, develops and manufactures mercury-free light bulbs using the Company's proprietary Electron Stimulated Luminescence(TM), or ESL, lighting technology. The Company reported a net loss of $5.5 million on $7,816 of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $3.1 million on $nil revenue for the same period last year. The Company's balance sheet at Sept. 30, 2011, showed $2.7 million in total assets, $3.9 million in total liabilities, and a stockholders' deficit of $1.2 million. As reported in the TCR on April 11, 2011, Peterson Sullivan, LLP, in Seattle, Wash., expressed substantial doubt about Vu1 Corporation's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company incurred a net loss of $4,626,250, and it had negative cash flows from operations of $3,529,351 in 2010. "In addition, the Company had an accumulated deficit of $70,499,569 at Dec. 31, 2010." WESTCLIFF MEDICAL: Plan Confirmation Hearing Set for Feb. 8 ----------------------------------------------------------- The Hon. Theodor Albert of the U.S. Bankruptcy Court for the Central District of California will convene a hearing on Feb. 8, 2012, at 10:00 a.m., to consider the confirmation of Westcliff Medical Laboratories, Inc., and Biolabs, Inc.'s First Amended Liquidating Plan of Reorganization. Any objection to the Plan and ballots accepting or rejecting the Plan were due Jan. 25, 2012. The Debtor has until 5:00 p.m. PST on Feb. 1, to file a reply to any opposition to Plan confirmation and a Memorandum of Points and Authorities in support of Plan confirmation, together with a summary of the outcome of the voting by all timely received ballots. As reported in the Troubled Company Reporter on Sept. 26, 2011, the Debtors seek to accomplish payments to creditors under the Plan by liquidating all of the remaining assets of their estates, if any, and distributing the proceeds from the liquidation of those assets coupled with the remaining net proceeds from the prior sale of substantially all of the assets of their estates and collections from outstanding accounts receivable in accordance with the priorities set forth in the Bankruptcy Code. For purposes of the Plan, the two Debtors are being treated as one consolidated legal entity. As a result, the holder of an allowed claim of a specific priority and amount against one of the Debtors will receive the identical treatment under the Plan as the holder of an allowed claim with the same priority and amount against the other Debtor. Class 1 Secured Claims, estimated to total $79,053, will be paid in full out of the Estate Funds. Class 2 is the secured claim of the Debtors' Senior Lenders. Senior Lenders will continue to retain their lien and security interest in any of their collateral still in existence on the Plan Effective Date. Class 3 non-Tax Priority Claims will be paid in full in cash. All Estate Funds remaining after all allowed secured and priority claims have been funded will be distributed to holders of Class 4 General Unsecured Claims on a pro rata basis until each Class 4 claim holder will get payment equal to 10% of its allowed amount. Class 5 is the deficiency claim of the Senior Lenders, totaling $7.6 million. Remaining Net Estate Funds after Class 4 Claims have been paid will be distributed to Class 5 Claims. Class 6 Interests in the Debtors will receive no distribution. Under a prepared liquidation analysis, the Debtors believe that all general unsecured creditors will receive more money under the Plan that they would receive in a Chapter 7 liquidation of the Debtors because confirmation of the Plan avoids substantial additional costs association with a Chapter 7 proceeding: Payout Under Plan Payout Under Chap. 7 ----------------- -------------------- Class 4 Claims 35.8% 33.5% Class 5 Claims 28.8% 26.1% A copy of WestCliff Medical's Sept. 14 Disclosure Statement and accompanying exhibits is available for free at: http://bankrupt.com/misc/WESTCLIFF_DSSept14.PDF About Westcliff Medical Santa Ana, California-based Westcliff Medical was, prior to the sale of substantially all of its assets, which closed on June 16, 2010, the operator of approximately 170 branded, stand-alone, patient service center laboratories and STAT labs. Westcliff filed a Chapter 11 petition on May 19, 2010, in Santa Ana, California (Bankr. C.D. Calif. Case No. 10-16743). Ron Bender, Esq., Jacqueline L. Rodriguez, Esq., Todd M. Arnold, Esq., and John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, in Los Angeles, Calif., assist the Debtor in its restructuring effort. In its schedules, the Debtor listed $61,210,303 in assets and $66,244,135 in liabilities. Parent BioLabs Inc. also filed for Chapter 11. The parent has no assets aside from owning Westcliff. WHITING PETROLEUM: S&P Raises Corporate Credit Rating to 'BB+' -------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Whiting Petroleum Corp. to 'BB+' from 'BB'. "We also raised our issue-level rating on Whiting's senior subordinated notes to 'BB+' from 'BB'," S&P said. "These actions follow Whiting's announcement that it increased its proven reserves by 13% to 345.2 mmboe at year-end 2011. About 85% of the proven reserves are high value oil/NGLs, and about 70% of the reserves are developed. Our outlook for crude oil prices is more favorable than for natural gas prices over the next several years," S&P said. "The upgrade is based on Whiting's increased scale; proven reserves now stand at 345.2 mmboe and production averaged 73.2 thousand barrels of oil equivalent for the month of December," said Standard & Poor's credit analyst Carin Dehne Kiley. "About 85% of Whiting's proven reserves and production are from higher value oil and natural gas liquids. While we expect Whiting to outspend cash flow to fund capital expenditures this year, we expect the company will maintain total debt to EBITDAX (earnings before interest, tax, depreciation, amortization, and exploration expense) below 2.5x over the next 12 months." The ratings on Whiting reflect a "fair" business risk and a "significant" financial risk, as S&P criteria define the terms. "Whiting has a leading acreage position, with over 680,000 net acres, in the oil-rich Bakken and Three Forks formations in the Williston Basin, and a high proportion of oil in its production and reserve mix (about 85%). As of year-end 2011, the company had 345.2 thousand barrels of oil equivalent (mmboe) of proven reserves (86% oil/natural gas liquids, with a nearly 14-year reserves-to-production ratio). Production in the fourth quarter of 2011 averaged 70.7 mboe/d, which was below guidance due to the later-than-expected arrival of service rigs in the Williston Basin to perform maintenance/repairs on 66 wells in the Sanish field. The expected rigs have now arrived and the company is catching up on its planned service work (32 wells will have been brought back on production by the end of January). As a result, we expect Whiting to meet its projected production growth target of 13% to 19% in 2012," S&P said. "The outlook is stable. We expect Whiting to maintain debt leverage below 2.5x in the near-term, despite outspending cash flows under our price deck. We would consider a downgrade if debt leverage increases above 3.0x for a sustained period, due to lower-than-anticipated oil price realizations, a more aggressive capital spending program, or acquisitions that are not funded in a balanced manner. We do not anticipate a near-term upgrade due to Whiting's scale relative to its investment-grade peers," S&P said. ZARD DEVELOPMENT: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Zard Development, Inc. 2223 N. Cicero Ave. Chicago, IL 60639 Bankruptcy Case No.: 12-02378 Chapter 11 Petition Date: January 24, 2012 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Jack B. Schmetterer Debtor's Counsel: Brett M. Scheive, Esq. LAW OFFICES OF BRETT SCHEIVE 17 N State St., Suite 990 Chicago, IL 60602 Tel: (312) 269-0009 E-mail: bscheive@scheivelaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Steven Bahary, president. ZOO ENTERTAINMENT: David Smith Discloses 26.5% Equity Stake ----------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission on Jan. 25, 2012, David E. Smith and his affiliates disclosed that they beneficially own 2,216,290 shares of common stock of Zoo Entertainment, Inc., representing 26.5% of the shares outstanding. The percentage is based on a total of 8,011,435 shares of Common Stock outstanding as of Nov. 14, 2011, as reported in the Company's Form 10-Q filed with the SEC on Nov. 21, 2011. A full-text copy of the Schedule 13D is available for free at http://is.gd/VOAgM5 About Zoo Entertainment Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG) is a developer, publisher and distributor of interactive entertainment for Internet-connected consoles, handheld gaming devices, PCs, and mobile devices. The Company reported a net loss of $19.74 million on $8.59 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $837,000 on $43.71 million of revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $6.19 million in total assets, $13.03 million in total liabilities and a $6.84 million total stockholders' deficit. As reported in the TCR on Apr 26, 2011, EisnerAmper LLP, in Edison, N.J., expressed substantial doubt about Zoo Entertainment's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has both incurred losses and experienced net cash outflows from operations since inception. * Restructuring Professionals Expect Rise in Smaller Bankruptcies ----------------------------------------------------------------- Dow Jones' DBR Small Cap reports that bankruptcy experts believe 2012 will be another year marked by small-cap bankruptcies, according to a new survey. A majority of experts expect the number of corporate bankruptcies to increase this year over 2011 lows, but those experts say there won't be an increase in the number of filings among corporations with more than $1 billion in assets, according to the report. * Centerbridge's Gallogly Sees 'Steady' Opportunity in Europe ------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that Mark Gallogly, co- founder and managing principal of Centerbridge Partners, on Thursday offered a cautious outlook for distressed opportunities in Europe, speaking at the Dow Jones Private Equity Analyst conference in New York. * Cohen & Grigsby Taps Marty Wagner to ERISA Litigation Groups -------------------------------------------------------------- Cohen & Grigsby, a business law firm with headquarters in Pittsburgh, PA and an office in Bonita Springs, FL, is pleased to announce the recent appointment of Martha Jo Wagner as a director in the firm's ERISA and Employee Benefits and ERISA Litigation Groups. In this role, she provides practical business solutions, emphasizing cost containment and legal risk management, to complex benefit problems. Prior to joining Cohen & Grigsby, Wagner was a partner in the Washington, D.C. office of Venable LLP where she led teams of company personnel, lawyers, and consultants that: assessed the risks of reducing retiree health benefits for a client with more than 100 retiree health plans and hundreds of millions of dollars in long-term liabilities; created a disciplined, systematic and automated health contract review process for a client with more than 300 benefit designs and more than 65 health care vendors; and designed and implemented more than a half dozen voluntary and involuntary severance programs offered simultaneously to almost 10,000 employees. She is a Fellow of the American College of Employee Benefits Counsel, serves as a frequent speaker on diverse benefit topics, and is the past Management Co-Chair of the American Bar Association Section of Labor and Employment Law Employee Benefits Committee. Wagner received her J.D. from the Georgetown University Law Center. She holds a Bachelor of Arts degree from the University of Maryland. About Cohen & Grigsby Since 1981, Cohen & Grigsby, P.C. -- http://www.cohenlaw.com/-- and its attorneys have provided sound legal advice and solutions to clients that seek to maximize their potential in a constantly changing global marketplace. Comprised of more than 130 lawyers, Cohen & Grigsby maintains offices in Pittsburgh, PA and Naples, FL. The firm's practice areas include Business & Tax, Labor & Employment, Immigration/International Business, Real Estate & Public Finance, Litigation, Estates & Trust, Intellectual Property, Bankruptcy & Creditors Rights, and Public Affairs. Cohen & Grigsby represents private and publicly held businesses, nonprofits, multinational corporations, individuals and emerging businesses across a full spectrum of industries. * Deutsche Bank's Distressed Debt Head Lanktree to Launch Fund -------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that Deutsche Bank AG's head of U.S. distressed debt trading, C.J. Lanktree, left the bank this week, and is preparing to launch a distressed-debt fund, according to people familiar with the matter. * 7th Cir. Appoints Cassling as Northern Ill. Bankruptcy Judge -------------------------------------------------------------- The Seventh Circuit Court of Appeals appointed Bankruptcy Judge Donald R. Cassling to a fourteen-year term of office at Northern District of Illinois, Chicago, effective January 18, 2012 (vice, Schmetterer). Judge Cassling can be reached at: Honorable Donald R. Cassling United States Bankruptcy Court Everett McKinley Dirksen United States Courthouse 219 South Dearborn Street, Room 662 Chicago, IL 60604 Term expiration: January 17, 2026 * 6th Cir. Appoints Mashburn as Middle Tenn. Bankruptcy Judge ------------------------------------------------------------- The Sixth Circuit Court of Appeals appointed Bankruptcy Judge Randal S. Mashburn to a fourteen-year term of office in the Middle District of Tennessee, Nashville, effective January 12, 2012 (vice, Paine). Judge Mashburn can be reached at: Honorable Randal S. Mashburn United States Bankruptcy Court Middle District of Tennessee 701 Broadway, Room #220 Nashville, TN 37203 Telephone No.: (615) 736-5587 Fax No.: (615) 736-2716 Law Clerk: Nancy B. King Telephone No.: (615) 736-5587 Judicial Assistant: Bethany Morris Telephone No.: (615) 736-5587 (Effective date of employment - January 30, 2012) Term expiration: January 12, 2026 * BOND PRICING -- For Week From Jan. 23 to 27, 2012 --------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- AMBAC INC 9.375 8/1/2011 11.950 AMBAC INC 9.500 2/15/2021 10.000 AMBAC INC 7.500 5/1/2023 14.140 AMBAC INC 5.950 12/5/2035 11.125 ACARS-GM 8.100 6/15/2024 1.000 AGY HOLDING COR 11.000 11/15/2014 36.000 AHERN RENTALS 9.250 8/15/2013 32.350 ALION SCIENCE 10.250 2/1/2015 49.775 AMR CORP 9.000 8/1/2012 25.750 AM AIRLN PT TRST 10.180 1/2/2013 67.000 AM AIRLN PT TRST 9.730 9/29/2014 23.750 AMR CORP 6.250 10/15/2014 30.500 AM AIRLN PT TRST 7.379 5/23/2016 18.000 AM AIRLN PT TRST 7.377 5/23/2019 19.000 AMR CORP 10.200 3/15/2020 26.000 AMR CORP 10.150 5/15/2020 20.000 AMR CORP 9.880 6/15/2020 21.000 AMR CORP 10.290 3/8/2021 19.100 AMR CORP 10.550 3/12/2021 22.745 AMR CORP 10.000 4/15/2021 22.900 AMR CORP 10.125 6/1/2021 15.500 AMR CORP 9.750 8/15/2021 22.125 AMR CORP 9.800 10/1/2021 21.100 AMERICAN ORIENT 5.000 7/15/2015 47.252 AMERIGAS FINANCE 7.000 5/20/2022 103.600 BROADVIEW NETWRK 11.375 9/1/2012 91.000 BANKUNITED FINL 3.125 3/1/2034 4.915 BLOCKBUSTER INC 11.750 10/1/2014 1.625 BON-TON DEPT STR 10.250 3/15/2014 64.263 CALIF BAPTIST 7.600 11/15/2012 20.000 CALIF BAPTIST 7.900 11/15/2017 20.000 CIRCUS & ELDORAD 10.125 3/1/2012 71.000 DIRECTBUY HLDG 12.000 2/1/2017 29.000 DIRECTBUY HLDG 12.000 2/1/2017 20.125 DELTA PETROLEUM 3.750 5/1/2037 73.000 DUNE ENERGY INC 10.500 6/1/2012 90.650 EDDIE BAUER HLDG 5.250 4/1/2014 6.750 EASTMAN KODAK CO 7.250 11/15/2013 27.500 EASTMAN KODAK CO 7.000 4/1/2017 28.500 EASTMAN KODAK CO 9.950 7/1/2018 28.000 EASTMAN KODAK CO 9.200 6/1/2021 23.000 ENERGY CONVERS 3.000 6/15/2013 37.750 EVERGREEN SOLAR 13.000 4/15/2015 45.000 EVERGREEN SOLAR 4.000 7/15/2020 0.250 FARMER MAC 0.640 3/28/2014 100.173 FED FARM CREDIT 0.470 12/19/2013 100.156 FED FARM CREDIT 0.350 1/27/2014 100.000 FED FARM CREDIT 0.650 12/9/2014 100.000 FED FARM CREDIT 0.640 4/27/2015 99.975 FED FARM CREDIT 1.720 2/1/2019 100.888 FED FARM CREDIT 3.280 1/29/2029 101.384 FED HOME LN BANK 0.210 12/10/2012 100.041 FED HOME LN BANK 0.270 12/10/2012 99.978 FED HOME LN BANK 0.750 12/19/2014 100.000 FED HOME LN BANK 1.520 12/15/2016 100.000 FED HOME LN BANK 2.200 11/28/2018 100.000 FED HOME LN BANK 3.000 12/21/2021 99.925 FED HOME LN BANK 3.000 12/30/2021 100.000 FED HOME LN BANK 3.300 12/1/2026 105.156 FANNIE MAE 0.950 1/25/2016 99.962 FANNIE MAE 1.250 1/30/2017 100.983 FAIRPOINT COMMUN 13.125 4/2/2018 4.950 FIBERTOWER CORP 9.000 11/15/2012 15.250 GREAT ATLA & PAC 5.125 6/15/2011 1.000 GENERAL MILLS IN 3.150 12/15/2021 101.286 GLB AVTN HLDG IN 14.000 8/15/2013 44.440 GMX RESOURCES 5.000 2/1/2013 62.812 GMX RESOURCES 5.000 2/1/2013 62.450 GLOBALSTAR INC 5.750 4/1/2028 45.000 HALLIBURTON CO 4.500 11/15/2041 102.185 HAWKER BEECHCRAF 8.500 4/1/2015 26.750 HAWKER BEECHCRAF 9.750 4/1/2017 11.000 ELEC DATA SYSTEM 3.875 7/15/2023 93.060 HUTCHINSON TECH 3.250 1/15/2026 70.000 IDEX CORP 4.200 12/15/2021 102.816 KELLWOOD CO 7.625 10/15/2017 24.050 LEHMAN BROS HLDG 6.000 7/19/2012 26.750 LEHMAN BROS HLDG 5.000 1/22/2013 26.000 LEHMAN BROS HLDG 5.625 1/24/2013 27.500 LEHMAN BROS HLDG 5.100 1/28/2013 27.000 LEHMAN BROS HLDG 5.000 2/11/2013 24.350 LEHMAN BROS HLDG 4.800 2/27/2013 26.000 LEHMAN BROS HLDG 4.700 3/6/2013 25.000 LEHMAN BROS HLDG 5.000 3/27/2013 25.125 LEHMAN BROS HLDG 5.750 5/17/2013 26.750 LEHMAN BROS HLDG 4.800 3/13/2014 27.250 LEHMAN BROS HLDG 5.000 8/3/2014 24.000 LEHMAN BROS HLDG 6.200 9/26/2014 27.500 LEHMAN BROS HLDG 5.150 2/4/2015 25.125 LEHMAN BROS HLDG 5.250 2/11/2015 26.000 LEHMAN BROS HLDG 8.800 3/1/2015 26.500 LEHMAN BROS HLDG 7.000 6/26/2015 24.000 LEHMAN BROS HLDG 8.500 8/1/2015 26.250 LEHMAN BROS HLDG 5.000 8/5/2015 25.880 LEHMAN BROS HLDG 7.000 12/18/2015 26.000 LEHMAN BROS HLDG 5.500 4/4/2016 26.550 LEHMAN BROS HLDG 5.750 1/3/2017 0.500 LEHMAN BROS HLDG 8.920 2/16/2017 26.000 LEHMAN BROS HLDG 11.000 6/22/2022 25.750 LEHMAN BROS HLDG 11.000 7/18/2022 26.500 LEHMAN BROS HLDG 11.500 9/26/2022 25.750 LEHMAN BROS HLDG 10.000 3/13/2023 25.000 LEHMAN BROS HLDG 10.375 5/24/2024 25.000 LEHMAN BROS INC 7.500 8/1/2026 3.000 LEHMAN BROS HLDG 11.000 3/17/2028 26.250 LOCAL INSIGHT 11.000 12/1/2017 0.501 MASHANTUCKET PEQ 8.500 11/15/2015 5.025 MF GLOBAL LTD 9.000 6/20/2038 36.250 MANNKIND CORP 3.750 12/15/2013 53.204 DIOCESE PHOENIX 3.500 12/1/2015 100.000 PMI GROUP INC 6.000 9/15/2016 22.375 PMI CAPITAL I 8.309 2/1/2027 0.563 PENSON WORLDWIDE 8.000 6/1/2014 42.578 REDDY ICE CORP 13.250 11/1/2015 45.900 RADIAN GROUP 5.625 2/15/2013 71.000 REAL MEX RESTAUR 14.000 1/1/2013 4.900 RESIDENTIAL CAP 8.500 6/1/2012 88.875 RESIDENTIAL CAP 8.500 4/17/2013 67.125 SABMILLER HLD IN 4.950 1/15/2042 99.974 THORNBURG MTG 8.000 5/15/2013 10.500 TOUSA INC 9.000 7/1/2010 12.967 TOUSA INC 9.000 7/1/2010 12.967 TRAVELPORT LLC 11.875 9/1/2016 30.300 TRAVELPORT LLC 11.875 9/1/2016 29.125 TIMES MIRROR CO 7.250 3/1/2013 35.000 TRIBUNE CO 5.250 8/15/2015 35.500 MOHEGAN TRIBAL 8.000 4/1/2012 81.000 MOHEGAN TRIBAL 7.125 8/15/2014 67.000 TRICO MARINE 3.000 1/15/2027 1.000 TEXAS COMP/TCEH 10.250 11/1/2015 28.000 TEXAS COMP/TCEH 10.250 11/1/2015 28.250 TEXAS COMP/TCEH 10.250 11/1/2015 28.000 VERSO PAPER 11.375 8/1/2016 43.944 WILLIAM LYONS 7.625 12/15/2012 27.500 WILLIAM LYON INC 10.750 4/1/2013 27.500 WILLIAM LYON INC 7.500 2/15/2014 27.500 WESTERN EXPRESS 12.500 4/15/2015 52.500 YELLOW CORP 5.000 8/8/2023 19.500 ********* 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. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ 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. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* 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., Frederick, Maryland, USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2012. 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 $775 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 Christopher Beard at 240/629-3300. *** End of Transmission ***