/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/120716.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, July 16, 2012, Vol. 16, No. 196 Headlines 30DC INC: Receives More Than 800 Signups for MagCast AFA FOODS: Says Sales Will Pay First-Lien Lenders in Full A.I.P. LIMITED: Case Summary & 19 Largest Unsecured Creditors ALABAMA AIRCRAFT: Reacts to Boeing's Appeal Over Bankruptcy Suit AMERICAN AIRLINES: USAir Says It's a Creditor AMERICAN COMMERCE: Reports $83,000 Net Income in May 31 Quarter AMERICAN DEFENSE: Kevin Healy Named to Board of Directors AMSTERDAM LLC: Case Summary & 7 Largest Unsecured Creditors API TECHNOLOGIES: S&P Puts 'B+' CCR Rating on Negative Watch APPLIED ENERGETICS: Posts $1.2 Million Net Loss in Q1 2012 AURA SYSTEMS: Posts $3.08 Million Net Loss in May 31 Quarter AVALON OIL: Bernstein & Pinchuk Raises Going Concern Doubt AVENTINE RENEWABLE: Amends Wells Fargo Credit Agreement BEAZER HOMES: Intends to Offer $275 Million Senior Secured Notes BEAZER HOMES: Prices $300 Million Senior Secured Notes Offering BEAZER HOMES: Offering 4 Million Tangible Equity Units BEHRINGER HARVARD: Unit to Sell Building to Carter for $20-Mil. SAN BERNARDINO COUNTY: Continues to Consider Eminent Domain BONAVENTURE FAMILY: Case Summary & 9 Largest Unsecured Creditors BOOZ ALLEN: S&P Assigns 'BB+' Corporate Credit Rating BRIGHTSTAR: Tech Data Buyout No Impact on Moody's 'Ba3' CFR BROADCAST INTERNATIONAL: Files Amendment No. 3 to Form S-1 CAGLE'S INC: Plan Filing Exclusivity Extended Until Aug. 14 CAMP INTERNATIONAL: S&P Assigns 'B' Corporate Credit Rating CAPITOL BANCORP: To Issue 5MM Shares Under 2011 Incentive Plan CIRCLE STAR: Closes Acquisition of 14,000 Acres in Kansas CIRCUS AND ELDORADO: Committee Can Hire LSC as Nevada Counsel CIRCUS AND ELDORADO: Evercore Group Approved as Investment Banker CIRCUS AND ELDORADO: FTI Consulting Approved as Financial Advisor CIRCUS AND ELDORADO: Milbank Tweed Approved as Bankruptcy Counsel CKE RESTAURANTS: Moody's Affirms 'B2' CFR; Outlook Stable CLARE AT WATER: Reorganization Plan Declared Effective COLBRAN LLC: Dedham Bank Fails in Bid to Dismiss Chapter 11 Case COLORADO-FAYETTE MEDICAL: Case Summary & Creditors List COMBIMATRIX CORPORATION: Had $2.4-Mil. Net Loss in 1st Quarter COOPERATIVE COMMUNICATIONS: Meeting to Form Panel Set on July 25 COOPERATIVE COMMUNICATIONS: Case Summary & Creditors List COYOTE CREEK: Case Summary & 7 Largest Unsecured Creditors CPI CORP: Lazard Middle Market Tapped to Explore Sale CUTTER YACHT: Voluntary Chapter 11 Case Summary CYCLONE POWER: Inks Financing Agreement with GEM Global DAYBREAK OIL: Incurs $294,000 Net Loss in May 31 Quarter DELTA PETROLEUM: Creditors Committee Down to Two Members DIALOGIC INC: Files Amendment No. 1 to Form S-3 DUTCH GOLD: Inks Pact with RadarNica for Mining Project DYNEGY INC: Out of NYSE; Trading Now at Over-the-Counter Market EDRA BLIXSETH: Court Pares Western Capital Fees to $4,153 ELEPHANT TALK: P. Hickman to Serve as New Audit Committee Chair EMMIS COMMUNICATIONS: Incurs $5 Million Loss in May 31 Quarter ENERGY CONVERSION: Fires CRO & CFO as Sale of Uni-Solar Fails ENERGY CONVERSION: Prepares for July 18 Confirmation ENERGY CONVERSION: Grant Thornton Resigns as Accountant EQUITABLE OF IOWA: Fitch Keeps Rating on Trust Pref. Stock at 'BB' FENTON SUB: Can Use Wells Fargo Cash Collateral Until July 31 FENTON SUB: Plan Confirmation Hearing Set for July 16 FILENE'S BASEMENT: Syms Wins Approval to Send Plan for Voting FUEL DOCTOR: Faces Securities Fraud Complaint in Calif. GARLOCK SEALING: Asbestos Panel Hires Motley/Waters for Estimation GELTECH SOLUTIONS: Posts $1.2 Million Net Loss in March 31 Quarter GENON REMA: Moody's Cuts Ratings on Sr. Secured Certs. to 'B1' GLASGOW SAVINGS: Closed; Regional Missouri Assumes All Deposits GMX RESOURCES: BlackRock Disposes Of Shares, Stake Now 2.24% GRAY TELEVISION: BlackRock Equty Stake Down to 2.31% GRAY TELEVISION: Expects to Report $94.7MM 2nd Quarter Revenue GREYSTONE LOGISTICS: Reports $2.3-Mil. Net Income in Fiscal 2012 H P D LLC: Case Summary & 7 Largest Unsecured Creditors HAMANN HOLDINGS: Case Summary & 20 Largest Unsecured Creditors HARD ROCK QUARRY: Voluntary Chapter 11 Case Summary HART CREEK RANCH: Court Slashes Creditor's Claim for Legal Fees HAWKER BEECHCRAFT: Bank Debt Trades at 25% Off in Secondary Market HOPE CLINIC: Case Summary & 11 Largest Unsecured Creditors HORIZON LINES: Beach Point Ownership at 12.3% as of July 3 HORIZON LINES: Beach Point SCF Ownership at 4.66% as of July 3 HORIZON LINES: Virginia Retirement Shares Down to 4.10% INDIANA STEEL AND TUBE: Has 5-Member Creditors' Panel INDIANA STEEL AND TUBE: U.S. Trustee Objects to DIP Loan INTERNATIONAL HOME: Settlement with FirstBank Puerto Rico OK'd IVEDA SOLUTIONS: Had $795,100 Net Loss in First Quarter J & J DEVELOPMENTS: Kansas Convenience Stores File Chapter 11 JAMES RIVER: BlackRock Stake Down to 6.33% as of June 29 JOHN PATRICK RAYNOR: Nebraska Court Rejects Contempt Bid KIM'S PROVISION: Case Summary & 7 Largest Unsecured Creditors LDK SOLAR: Owns 71.4% of Solar Power Common Shares LEVEL 3: Board Determines BlackRock as "Exempt Person" LOCATION BASED TECH: Has $1.83 Million Net Loss in May 31 Quarter CONFORCE INTERNATIONAL: Recurring Losses Cue Going Concern Doubt MARTIN MARIETTA: Moody's Assigns 'Ba1' CFR/PDR; Outlook Negative MDC 4 LLC: Case Summary & 2 Largest Unsecured Creditors MILESTONE SCIENTIFIC: Four Directors Elected at Annual Meeting MMD HOTEL: Voluntary Chapter 11 Case Summary MOUNTAIN PROVINCE: Closes Transfer of North Property to Kennady MPG OFFICE: KPMG Mortgage Loan Extended 1 Year to October 2013 MPG OFFICE: BlackRock Equity Stake Down to 2.48% NAVISTAR INTERNATIONAL: Renews Note Purchase Agreement with BofA NAVISTAR INTERNATIONAL: Carl Icahn Hikes Ownership to 13.2% NAVISTAR INTERNATIONAL: M. Rachesky Stake Rises to 14.9% NORMAN CAY: Had $328,900 Net Loss in Jan. 31 Quarter NORTEL NETWORKS: Settles Disputed Lease Claim for 14% NORTH BY NORTHWEST: Files for Chapter 11 in Georgia NORTHERN BERKSHIRE: Completes Chapter 11 Reorganization Plan OCALA FUNDING: Seeks Court Approval to Hire Proskauer Rose OCALA FUNDING: Wants to Hire Stichter Riedel as Local Counsel OCALA FUNDING: Hiring Litigation Counsel for Suit Against Deloitte ONE2ONE COMMUNICATIONS: Case Summary & Creditors List OPTIMUMBANK HOLDINGS: T. Procelli Named Chief Operating Officer OXIGENE INC: Posts $1.9 Million Net Loss in Q1 2012 PABLA REALTY: Case Summary & 3 Largest Unsecured Creditors PANTRY INC: Moody's Affirms 'B2' CFR, Rates New Term Loan 'B1' PANTRY INC: S&P Rates New $250MM Senior Unsecured Notes 'B+' PATRIOT COAL: To Meet With Lenders About New Credit PEREGRINE FINANCIAL: Trustee Hiring 57 Workers for Liquidation PINNACLE HOLDCO: Moody's Assigns 'B2' CFR; Outlook Stable PRINCETON NATIONAL: Reports $1 Million Net Income in Q1 2012 QUALITY BUILDING: Voluntary Chapter 11 Case Summary QUALITY DISTRIBUTION: Signs Separation Agreement With SVP Gold RACKWISE INC: Amends 40.8 Million Resale Prospectus REFLECT SCIENTIFIC: Settles with Debenture Holders for $75,000 REVEL ENTERTAINMENT: Bank Debt Trades at 20% Off ROLLERAMA II: Case Summary & 12 Largest Unsecured Creditors SAI RAM: Case Summary & 13 Largest Unsecured Creditors SAINT VINCENTS: Chapter 11 Plan Declared Effective SAN BERNARDINO, CA: Used Special Funds to Cover Budget Shortfall SBMC HEALTHCARE: Johnson DeLuca OK'd to Assist Bankruptcy Counsel SBMC HEALTHCARE: Marilee A. Madan Approved as Bankruptcy Counsel SK FOODS: Dist. Court Won't Stay Changes to Injunction Order SK FOODS: Court Issues Show Cause Order in Pruett Appeal SOUTHERN RURAL: Voluntary Chapter 11 Case Summary SPORTSSTUFF INC: Court Defers Ruling on Husch Blackwell Expenses STOCKTON, CA: Bankr. Judge Appointed to Mediate With Creditors STRATEGIC AMERICAN: Enters Negotiations for African Concession SUPERVALU INC: Denies Bankruptcy Filing Plans SUPERVALU INC: Fitch Lowers IDR to 'CCC' on Poor Operating Results TEEKAY CORP: Moody's Affirms B1 Corp. Family Rating; Outlook Neg TEMPLE MESSIANIQUE: Case Summary & 19 Largest Unsecured Creditors THERAPEUTICSMD INC: Had $13.3 Million Net Loss in First Quarter TRAINOR GLASS: Has Access to Cash Collateral Until October TRI-LAND PROPERTIES: Case Summary & 20 Largest Unsecured Creditors TRIBUNE CO: Court to Confirm Plan, Overrules Objections TRIBUNE CO: Buena Vista Claim Reduced to $6.8MM From $110MM TRIBUNE CO: AT&T Claim Reduced From $1.75MM to $1.13MM TRIBUNE CO: Stipulation Allows Woodies Claim for $1.98-Mil. TRIBUNE CO: Objects to Fla. Revenue Dept.'s $5.7-Mil. Claim TRIBUNE CO: Bank Debt Trades at 32% Off in Secondary Market TRONOX INC: Kerr-McGee Trial Put on Ice to Permit Mediation TXU CORP: Bank Debt Trades at 40% Off in Secondary Market TXU CORP: Bank Debt Trades at 36% Off in Secondary Market UNI-PIXEL INC: To Hold 2nd Quarter Conference Call on July 30 UNIT CORP: Fitch to Rate $350MM Subordinated Add-on Notes 'BB' UNIT CORP: Moody's Rates Proposed $350MM Sr. Sub. Notes 'B2' UNIT CORP: S&P Retains 'BB-' Subordinated Debt Rating After Add-On WATERFORD TOWNHOMES: Case Summary & 10 Largest Unsecured Creditors WATERLOO RESTAURANT: Romano's Mac Franchise to End; Broker Tapped WATERLOO RESTAURANT: Rosen Systems Is Auctioneer VALENCE TECHNOLOGY: Needs Add'l Financing for Operations VALENCE TECHNOLOGY: 2 Directors Resigned on Eve of Bankruptcy VCA ANTECH: S&P Revises Outlook to Stable on Growth Prospects VOLKSWAGEN-SPRINGFIELD: Can Use BB&T Cash Collateral Until July 20 WERHANE SERVICE: Case Summary & 9 Largest Unsecured Creditors XTREME IRON: Case Summary & 3 Largest Unsecured Creditors YOUNG FAMILY TRUST: Follows Cocopah to Chapter 11 * Moody's Says Private Equity Firms' Leverage Less Aggressive * Moody's Says Some PPPs Sensitive to Counterparty Risk * Moody's Says Majority of Tobacco Settlement Bonds to Default * Missouri Bank's Failure Hikes Year's Total to 33 Fallen Banks * BOND PRICING -- For Week From July 9 to 13, 2012 ********* 30DC INC: Receives More Than 800 Signups for MagCast ---------------------------------------------------- 30 DC, Inc., has received more than 800 user signups for its MagCast digital publishing platform. 30 DC's management believes that the number of users is significant relative to the approximately 3,600 total magazine titles currently available on Apple Newsstand, which are typically household names, such as, the New York Times, Vanity Fair, and Cycling Plus. Since Apple launched iOS 5 last fall with Newsstand becoming a standard feature, large publishers like Conde Naste, and Future Publishing experienced phenomenal subscriptio growth rates of 268%, and 750% in digital magazine subscriptions within the first few weeks of entering Newsstand. "We are thrilled with the overwhelming response to the MagCast product launch and believe in large measure this is due to the opportunity MagCast offers to anyone, no matter their technical ability or publishing background, to create a product and offer it for sale on Apple Newsstand," the Company said in the press reease. "For the first time, niche content creators worldwide who desire to participate in the booming Newsstand marketplace have a turnkey solution that is cost effective." In addition, all MagCast users get three months free access to the Immediate Edge, one of the longest running Internet marketing membership programs on the web. Members receive continuous education on building their business, covering everything from how to design a magazine template, to identifying a potentially lucrative niche, content creation strategies, and traffic generation techniques to maximize profits. 30 DC management believes that MagCast most significant value added benefit, is access to executive training modules from some of the world's top Internet marketers which take MagCast users throughout the entire process, beginning with creating a publication from scratch, through publication on Newsstand. Ultimately, helping users create magazines that not only contain quality content and an attractive interface, but that adhere to Newsstand's editorial requirements necessary for publication approval by Apple. "Our goal is to become a dominant digital publishing solution for the masses. We are working closely with and encouraging our MagCast users to develop their magazines and bring them onto the Newsstand marketplace in an efficient and timely manner. 30 DC anticipates a large number of MagCast produced magazines hitting Apple Newsstand within the next few weeks. Accordingly, we have chosen to temporarily restrict new MagCast user sign up so we can focus our attention in aiding current users as they prepare their magazines for publication," the Company stated. According to 30DC management team, the results prove that there is a substantial market for small publishers worldwide that wish to provide niche content to satisfy a voracious appetite for reading and information by iPad and iPhone owners. 30 DC is planning to re-launch MagCast in the near future and is reviewing MagCast's pricing structure to reflect the evolving digital publishing market. 30 DC, CEO, Edward Dale, stated, "Our MagCast platform offers features that is simply untouched in the magazine industry. We offer a technology that is affordable, easy to use and produces stunning results". MagCast is a collaboration of 30DC and Netbloo Media Ltd., who jointly developed the concept and design of the platform. More information about the MagCast publishing platform can be found at www.magcast.co. About 30DC Inc. New York-based 30DC, Inc., provides Internet marketing services and related training to help Internet companies in operating their businesses. It operates in two divisions, 30 Day Challenge and Immediate Edge. The Company reported a net loss of $1.44 million for the fiscal year ended June 30, 2011, following a net loss of $1.06 million in fiscal 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.77 million in total assets, $2.08 million in total liabilities and a $315,408 total stockholders' deficiency. As of Dec. 31, 2011, the Company has a working capital deficit of $1,873,000 and has accumulated losses of $3,050,100 since its inception. The Company's ability to continue as a going concern is dependent upon its ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and upon attaining profitable operations. The Company does not have sufficient capital to meet its needs and continues to seek loans or equity placements to cover those cash needs. No commitments to provide additional funds have been made and there can be no assurance that any additional funds will be available to cover expenses as they may be incurred. If the Company is unable to raise additional capital or encounters unforeseen circumstances, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, issuance of additional shares of the Company's stock to settle operating liabilities which would dilute existing shareholders, curtailing its operations, suspending the pursuit of its business plan and controlling overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As reported in the TCR on Dec. 19, 2011, Marcum LLP, in New York, expressed substantial doubt about 30DC's ability to continue as a going concern, following the Company's results for the fiscal year ended June 30, 2011. The independent auditors noted that the Company has had recurring losses, and has a working capital and stockholders' deficiency as of June 30, 2011. AFA FOODS: Says Sales Will Pay First-Lien Lenders in Full --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that AFA Foods Inc. was in bankruptcy court seeking approval to sell two more plants to raise about $56.7 million. According to the report, the new sales prompted the ground-beef processor to tell the judge there should be enough money for full payment of the loan financing the Chapter 11 case and the first- lien debt. Controlled by Yucaipa Cos., AFA said the new asset sales plus previous sales won't be sufficient for full payment to junior secured lenders. The report relates that in an auction against a competing bidder, Cargill Inc. came out on top for the plant in Fort Worth, Texas, with a bid of about $38.8 million. The bankruptcy court approved the sale Thursday, Cargill said. It expects to complete the purchase this week. The report adds that no one aside from CTI Foods Holdings Co. from Wilder, Idaho, bid for the plant in Pennsylvania. CTI, controlled by private-equity investor Littlejohn & Co., will pay $4.7 million for the plant and no less than $14.1 million for the working capital. AFA filed papers asking the bankruptcy judge in Delaware for a three-month extension of the exclusive right to propose a Chapter 11 plan. If the judge agrees at a July 25 hearing, the new deadline will be Oct. 29. About AFA Foods King of Prussia, Pennsylvania-based AFA Foods Inc. is one of the largest processors of ground beef products in the United States. The Company has five processing facilities and two ancillary facilities across the country with annual processing capacity of 800 million pounds. AFA has seven facilities capable of producing 800 million pound of ground beef annually. Revenue in 2011 was $958 million. Yucaipa Cos. acquired the business in 2008 and currently owns 92% percent of the common stock and all of the preferred stock. AFA Foods, AFA Investment Inc. and other affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on April 2, 2012, after recent changes in the market for its ground beef products and the impact of negative media coverage related to boneless lean beef trimmings -- BLBT -- affected sales. Judge Mary Walrath presides over the case. Lawyers at Jones Day and Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel. FTI Consulting Inc. serves as financial advisors and Imperial Capital LLC serves as marketing consultants. Kurtzman Carson Consultants LLC serves as noticing and claims agent. As of Feb. 29, 2012, on a consolidated basis, the Debtors' books and records reflected approximately $219 million in assets and $197 million in liabilities. McDonald Hopkins LLC and Potter Anderson & Corroon LLP represents the official committee of unsecured creditors. In June 2012, AFA Foods received authority from the bankruptcy judge to sell two plants for a combined $11.6 million. Tri West Investments LLC emerged the winning bidder after offering $4.4 million for the plant in Los Angeles. PL Food LLC came out on top with an offer of $7.2 million for the Georgia plant. The company is still seeking a buyer for a plant in New York. A.I.P. LIMITED: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: A.I.P. Limited Partnership 25 Hurricane Street No. 1 Marina Del Rey, CA 90292 Bankruptcy Case No.: 12-18038 Chapter 11 Petition Date: July 10, 2012 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Linda B. Riegle Debtor's Counsel: Zachariah Larson, Esq. MARQUIS AURBACH COFFING 10001 Park Run Drive Las Vegas, NV 89145 Tel: (702) 382-1170 Fax: (702) 382-1169 E-mail: cshurtliff@maclaw.com Scheduled Assets: $3,084,448 Scheduled Liabilities: $6,545,058 A copy of the Company's list of its 19 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nvb12-18038.pdf The petition was signed by Anthony W. Albany, managing member of A.I.P. Management Company, LLC. ALABAMA AIRCRAFT: Reacts to Boeing's Appeal Over Bankruptcy Suit ---------------------------------------------------------------- The Litigation Trustee for Alabama Aircraft Industries, Inc., Joseph Ryan, said AAI, through its litigation trust, has responded to Boeing's appeal of the Delaware Bankruptcy Court's determination which permitted AAI's litigation in federal court in Alabama against Boeing to proceed. The Alabama litigation, being carried out through the Litigation Trust under the direction of the Litigation Trustee, seeks up to $100 million in damages from Boeing for fraudulent and unfair business practices, which culminated in bankruptcy of the company. The Litigation Trustee has observed that the apparent reason for Boeing's appeal is that Boeing does not wish to give Alabama Aircraft Industries its day in court. As a result of the most recent events in AAI's bankruptcy proceeding, the principal litigation against Boeing continues to move forward in the United States District Court for the Northern District of Alabama. The Alabama federal Court recently allowed AAI to file a Second Amended Complaint. Joseph Ryan, Litigation Trustee, stated: "Boeing continues its desperate efforts to avoid answering through the American justice system for its actions in destroying AAI. At the time of Boeing's actions, AAI was Boeing's most vigorous competitor for the more than $1.1 billion Air Force tanker maintenance contract." Mr. Ryan added, "In its latest filing, Boeing argued that the bankruptcy sale of AAI should not have included the Litigation Trust that is backing the lawsuit aimed at requiring Boeing to pay for the damages caused by its breach of contract and theft of intellectual property, all of which caused AAI to lose the tanker maintenance contract to Boeing." In its multi-million dollar litigation effort to avoid giving AAI its day in court, Boeing has repeatedly: -- Sought to deny AAI crucial funds during the bankruptcy proceedings that was needed to keep AAI operating; -- Misrepresented to the public that the issues in the lawsuit had all been previously considered by prior forums which found in Boeing's favor; -- Misrepresented to the media that the cancellation of the agreement between Boeing and AAI was by "mutual agreement." Undertaken nearly every conceivable legal maneuver to increase the costs of the litigation and to deny AAI's day in court; -- Deliberately avoided using the single legal step which would have delayed the bankruptcy court sale and finally destroyed AAI due to lack of operating cash, that is, the step of a Boeing request for a "stay" by the bankruptcy court. Boeing did not make that request for a stay, because in order for it to do so, Boeing would have been forced to post a bond to cover damages owed, if it is ultimately found liable. A collection on the bond would effectively make Boeing pay for the destruction of AAI it had sought so fervently. The Delaware court records show that, despite the efforts of the prominent international investment bank of Macquarie & Company, not one bidder was willing to buy AAI's operating assets unless they also included the right to sue Boeing for its egregious and illegal behavior. As litigation trustee Ryan explained today, such bidder conditions resulted from the fact that Boeing had so disabled AAI's business, it was clear and well known that rebuilding the company from the effects of Boeing's misconduct will require millions of dollars, and the best source of recouping such investment would be the lawsuit recovery against Boeing for its past misdeeds. Mr. Ryan further pointed out that the public record of the federal court litigation in Birmingham, Alabama reveals the great legal and financial exposure that Boeing faces for its past misdeeds against AAI (and will reveal other events involving similar patterns and practices of misconduct), and that, for those reasons, Boeing has undertaken a "limitless budget" legal war to delay its day of reckoning. About Alabama Aircraft Birmingham, Alabama-based Alabama Aircraft Industries Inc. -- http://www.alabamaaircraft.com/-- provided aircraft maintenance and modification services for the U.S. government and military customers. Its 190-acre facility, as well as its corporate office, is located at the Birmingham International Airport. Alabama Aircraft filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011. Two subsidiaries also filed: Alabama Aircraft Industries, Inc.- Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering Services, Inc. (Case No. 11-10454). The Company said the primary goal of the Chapter 11 filing is to address long-term indebtedness and, in particular, long-term pension obligations. The Company owed $68.5 million the Pension Benefit Guaranty Corp. prepetition. Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, served as counsel to the Debtors. Alabama Aircraft estimated assets and debts of $1 million to $10 million as of the Chapter 11 filing. The Debtor won Court authority at the end of August 2011 to sell its assets to a unit of Kaiser Group Holdings Inc. for $500,000 and up to $30 million in recoveries from potential litigation. The Chapter 11 case was later converted to liquidation under Chapter 7. AMERICAN AIRLINES: USAir Says It's a Creditor --------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that US Airways Group Inc. said it supports an extension of exclusive plan-filing rights by AMR Corp. because the parent of American Airlines Inc. agreed with the creditors' committee to use the remainder of the year to "complete a fair, balanced, and transparent strategic alternatives assessment." According to the report, US Air, in papers filed in AMR's bankruptcy case, said it's a creditor of AMR. Mr. Rochelle notes that even though US Air proposes to acquire AMR through bankruptcy, it wouldn't have the right to file papers and appear in court without also being a creditor or shareholder. 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. AMR'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, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the 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). AMERICAN COMMERCE: Reports $83,000 Net Income in May 31 Quarter --------------------------------------------------------------- American Commerce Solutions, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $83,637 on $652,946 of net sales for the three months ended May 31, 2012, compared with a net loss of $69,610 on $677,586 of net sales for the same period during the prior year. The Company's balance sheet at May 31, 2012, showed $4.99 million in total assets, $4.39 million in total liabilities and $593,564 in total stockholders' equity. The Company said in the quarterly report for the period ended May 31, 2012, that it has incurred substantial operating losses since inception and has used approximately $29,000 of cash in operations for the three months ended May 31, 2012. Additionally, the Company is in default on several notes payable. These factors raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to reverse negative operating trends, raise additional capital, and obtain debt financing. A copy of the Form 10-Q is available for free at: http://is.gd/Ab7gZQ About American Commerce Bartow, Florida-based American Commerce Solutions, Inc., is a multi-industry holding company for its operating subsidiaries. As of the close of its most recently completed fiscal year end, the Company had one wholly owned subsidiary operating in the manufacturing segment. The operating subsidiary is International Machine and Welding, Inc., located in Bartow, Florida. International Machine and Welding, Inc., provides specialized machining services for heavy industry. AMERICAN DEFENSE: Kevin Healy Named to Board of Directors --------------------------------------------------------- The Board of Directors of American Defense Systems, Inc., elected Kevin J. Healy to the Company's Board of Directors as a Class III director with a term expiring at the annual meeting of the Company's stockholders in 2014, at which time his continued service on the Board of Directors will be subject to renomination and stockholder approval. Mr. Healy has not been named to any committee of the Board of Directors. With the election of Mr. Healy, the size of the Board of Directors has been increased to five members. Mr. Healy, 50, has served as the Company's General Counsel since January 2010 and as the Company's Chief Operating Officer since September 2011. From October 2010 until September 2011, Mr. Healy served as the Company's acting Chief Operating Officer. Mr. Healy has served as a Member of the Board of Directors of Sperry Associates Federal Credit Union since March 2010 and as the Vice Chairman of the Board of Directors of Sperry Associates Federal Credit Union since April 2011. From February 2008 to December 2009, he was a business and legal consultant for various private and not-for-profit companies. From June 2005 to January 2008, Mr. Healy served as General Counsel of Advanced BioPhotonics, Inc., a medical imaging technology developer whose common stock traded on the OTC Bulletin Board until May 2008. He also served as Secretary of Advanced BioPhotonics, Inc., from September 2005 to January 2008. From November 2001 to January 2005, Mr. Healy served as Corporate Counsel of the General Semiconductor Division of Vishay Intertechnology, Inc., a discrete semiconductor and passive electronic components manufacturer. From November 1997 to November 2001, he served as Assistant General Counsel of General Semiconductor, Inc., an international manufacturer of discrete semiconductors. Mr. Healy received his Master of Business Administration from Dowling College School of Business, Juris Doctor from St. John's University School of Law and Bachelor of Arts degree from the State University of New York at Albany. He is admitted to the New Jersey Bar, the District of Columbia Bar, and the United States District Court, District of New Jersey. The selection of Mr. Healy as a director was not pursuant to any arrangement or understanding between him and any other person. There have been no transactions since Jan. 1, 2011, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which he or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K. About American Defense Hicksville, N.Y.-based American Defense Systems, Inc., is a defense and security products company engaged in three business areas: customized transparent and opaque armor solutions for construction equipment and tactical and non-tactical transport vehicles used by the military; architectural hardening and perimeter defense, such as bullet and blast resistant transparent armor, walls and doors. The Company also operates the American Institute for Defense and Tactical Studies. The Company is in the process of negotiating a sale or disposal of the portion of its business related to the operation of a live-fire interactive tactical training range location in Hicksville, N.Y. The portion of the Company's business related to vehicle anti-ram barriers such as bollards, steel gates and steel wedges that deploy out of the ground was sold as of March 22, 2011. After auditing the 2011 financial statements, Marcum LLP, in Melville, New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company had a working capital deficiency of $867,000, an accumulated deficit of $17.0 million, shareholders' deficiency of $235,000 and cash on hand of $132,000. The Company had operating losses of $3.30 million and $3.69 million for the years ended Dec. 31, 2011 and 2010, respectively. The Company had income from continuing operations for the year ended Dec. 31, 2011, of $6.83 million, including a gain of $12.8 million on the redemption of mandatorily redeemable preferred stock, and a loss from continuing operations for the year ended Dec. 31, 2010, of $8.17 million. The Company had net income (losses) of $9.37 million and $(9.38 million) for the years ended Dec. 31, 2011 and 2010, respectively. The Company's balance sheet at March 31, 2012, showed $2.10 million in total assets, $2.70 million in total liabilities, all current, and a $604,504 total shareholders' deficiency. AMSTERDAM LLC: Case Summary & 7 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Amsterdam, LLC 74 Mather Street Wilton, CT 06897 Bankruptcy Case No.: 12-51320 Chapter 11 Petition Date: July 13, 2012 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Judge: Alan H.W. Shiff Debtor's Counsel: Ellery E. Plotkin, Esq. LAW OFFICES OF ELLERY E. PLOTKIN, LLC 777 Summer Street, 2nd Floor Stamford, CT 06901 Tel: (203) 325-4457 Fax: (203) 325-4376 E-mail: EPlotkinJD@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A copy of the list of seven largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb12-51320.pdf The petition was signed by Dominique Rosa, member. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Dominique Rosa 11-52146 10/27/11 API TECHNOLOGIES: S&P Puts 'B+' CCR Rating on Negative Watch ------------------------------------------------------------ Standard & Poor's Ratings Services placed its ratings, including the 'B+' corporate credit rating, on U.S.-based API Technologies Corp. on CreditWatch with negative implications. "The CreditWatch reflects weaker-than-expected credit metrics resulting from very poor performance in the company's electronic manufacturing services segment," said Standard & Poor's credit analyst Chris Mooney. In the most recent quarter, API also took a $87 million goodwill impairment charge and a $11 million restructuring charge, mostly noncash, for the unit. In March 2012, Standard & Poor's concluded that the company had little room at the current rating for further earnings disruptions following a debt-financed acquisition and the loss of a key contract. Standard & Poor's will assess API's future earnings and cash generation potential and plan to resolve the CreditWatch in the coming weeks. "We likely will lower the rating unless we believe the company will be able to restore credit metrics to previously expected levels over the next several quarters," S&P said. APPLIED ENERGETICS: Posts $1.2 Million Net Loss in Q1 2012 ---------------------------------------------------------- Applied Energetics, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $1.19 million on $399,207 of revenue for the three months ended March 31, 2012, compared with a net loss of $1.36 million on $2.82 million of revenue for the same period in 2011. The Company's balance sheet at March 31, 2012, showed $5.57 million in total assets, $563,422 in total liabilities, and stockholders' equity of $5.01 million. BDO USA, LLP, in Phoenix, Arizona, expressed substantial doubt about Applied Energetics, Inc.'s ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has suffered recurring losses from operations, has negative cash flow from operations and may incur additional losses due to the reduction in Government contract activity. A copy of the Form 10-Q is available for free at:: http://is.gd/VwERhJ Tucson, Arizona-based Applied Energetics, Inc., designs, develops and manufactures solid state Ultra Short Pulse ("USP") lasers for commercial applications and applied energy systems for military applications. AURA SYSTEMS: Posts $3.08 Million Net Loss in May 31 Quarter ------------------------------------------------------------ Aura Systems, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $3.08 million on $767,568 of revenues for the three months ended May 31, 2012, compared with a net loss of $2.03 million on $951,171 of revenues for the three months ended May 31, 2011. The Company's balance sheet at May 31, 2012, showed $3.82 million in total assets, $18.17 million in total liabilities, and a stockholders' deficit of $14.35 million. As reported in the TCR on June 1, 2012, Kabani & Company, Inc., in Los Angeles, Calif., expressed substantial doubt about Aura Systems' ability to continue as a going concern, following the Company's results for the fiscal year ended Feb. 29, 2012. The independent auditors noted that the Company has historically incurred substantial losses from operations, and may not have sufficient working capital or outside financing available to meet its planned operating activities over the next twelve months. A copy of the Form 10-K is available for free at: http://is.gd/opDHub El Segundo, Calif.-based Aura Systems, Inc., designs, assembles and sell the AuraGen(R), the Company's patented mobile power generator that uses the engine of a vehicle to generate power. AVALON OIL: Bernstein & Pinchuk Raises Going Concern Doubt ---------------------------------------------------------- Avalon Oil & Gas, Inc., filed on July 13, 2012, its annual report on Form 10-K for the fiscal year ended March 31, 2012. Bernstein & Pinchuk LLP, in New York, N.Y., expressed substantial doubt about Avalon'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 reported a net loss of $737,154 on $253,882 of oil and gas sales for fiscal 2012, compared with a net loss of $1.32 million on $187,913 of oil and gas sales for fiscal 2011. The Company's balance sheet at March 31, 2012, showed $2.62 million in total assets, $2.03 million in total liabilities, and stockholders' equity of $587,993. A copy of the Form 10-K is available for free at: http://is.gd/V46pl1 Minneapolis, Minn.-based Avalon Oil & Gas, Inc.'s strategy is to acquire oil and gas producing properties that have proven reserves and established in-field drilling locations with a combination of cash, debt, and equity. In addition, Avalon's technology group acquires oil production enhancing technologies. Through its strategic partnership with Innovaro Corporation, (ASE: INV) a transfer technology company, Avalon is building an asset portfolio of innovative technologies in the oil and gas industry to maximize enhancement opportunities at its various oil and gas properties. AVENTINE RENEWABLE: Amends Wells Fargo Credit Agreement ------------------------------------------------------- Aventine Renewable Energy Holdings, Inc., and each of its subsidiaries, as co-borrowers, entered into a second amendment to the Credit Agreement dated July 20, 2011, with Wells Fargo Capital Finance, LLC, as lender and as agent for the lenders. Pursuant to the terms of the Second Amendment, the Borrowers will be required to deposit cash into a blocked account held with Wells Fargo if the Borrowers fail to satisfy the financial covenant under the Credit Agreement to maintain minimum excess availability at least $7.5 million under the Credit Agreement. Any such cash deposit will be equal to 103% of the minimum amount of excess availability required under the Credit Agreement minus the amount of excess availability reported by the Borrowers in the most recent borrowing base certificate. The deposit of the Shortfall Amount into the Blocked Account will be deemed to satisfy the Excess Availability Requirement and to cure any default or event of default which would have otherwise been caused by the failure to maintain the Excess Availability Requirement. The amounts to be deposited are required to be funded from the proceeds of sale of inventory of the Borrowers. The Borrowers were required to deposit approximately $1.9 million into the Blocked Account to cure the event of default resulting from the failure to maintain the Excess Availability Requirement for the week period ending June 8, 2012. Aventine agreed to allow Wells Fargo to deposit cash from a lock box account held with Wells Fargo into the Blocked Account to satisfy this requirement. Pursuant to the terms of the Second Amendment, Wells Fargo and the lenders under the Credit Agreement acknowledged and agreed that this event of default had been cured as though for the week period ending June 8, 2012, the Borrowers had maintained the Excess Availability Requirement. Further, under the terms of the Second Amendment, on July 27, 2012, the Borrowers are required to deposit into the Blocked Account cash collateral equal to the outstanding principal amount of existing loans plus 103% of the undrawn amount of all outstanding letters of credit as of such date. As a condition precedent to any future loans, the Borrowers will be required to cash collateralize the outstanding principal amount of all loans (including the requested loans) and 103% of the undrawn amount of all outstanding letters of credit, prior to the making of such loans. As of July 6, 2012 the Borrowers had no outstanding loans and approximately $9.15 million undrawn letters of credit issued under the Credit Agreement. The Second Amendment also provides that from time to time, Wells Fargo may transfer funds from the Lock Box Account in an amount not to exceed the principal amount of all outstanding loans plus 103% of the undrawn amount of all outstanding letters of credit as of the applicable date of determination. Funds deposited in the Blocked Account, including amounts funded due to a Shortfall Amount, may increase the borrowing base under the Credit Agreement by up to $7.5 million. A copy of the Form 8-K is available for free at: http://is.gd/PFbjGb About Aventine Renewable Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc. (OTC BB: AVRW) -- http://www.aventinerei.com/-- markets and distributes ethanol to many of the leading energy companies in the U.S. In addition to producing ethanol, its facilities also produce several by-products, such as distillers grain, corn gluten meal and feed, corn germ and grain distillers dried yeast, which generate revenue and allow the Company to help offset a significant portion of its corn costs. The Company and all of its direct and indirect subsidiaries filed for Chapter 11 on April 7, 2009 (Bankr. D. Del. Lead Case No. 09-11214). The Debtors filed their First Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code on Jan. 13, 201. The Plan was confirmed by order entered by the Bankruptcy Court on Feb. 24, 2010, and became effective on March 15, 2010. * * * Aventine carries 'CCC+' issuer credit ratings, with negative outlook, from Standard & Poor's. Aventine carries a 'Caa1' probability of default rating, with stable outlook, from Moody's. In December 2011, when S&P issued the downgrade, it said, "The downgrade reflects problems the company has encountered in attempting to start its new facilities, and the risk of additional delays and cost overruns. It also reflects the commodity basis differentials its operating plants have experienced in 2011 that have compressed margins, especially in the second quarter of 2011 when index-based crush spreads were weak. Although performance has improved slightly since then, we believe liquidity may come under stress and that covenant violations are possible in 2012 unless operations and realized margins improve." The Company reported a net loss of $43.39 million for the year ended Dec. 31, 2011, compared with a net loss of $25.46 million for the ten months ended Dec. 31, 2010. The Company's balance sheet at March 31, 2012, showed $384.90 million in total assets, $248.91 million in total liabilities and $135.98 million in total stockholders' equity. BEAZER HOMES: Intends to Offer $275 Million Senior Secured Notes ---------------------------------------------------------------- Beazer Homes USA, Inc., is proposing to issue $275 million aggregate principal amount of Senior Secured Notes due 2018 in a private offering that is exempt from the registration requirements of the Securities Act of 1933. The Company intends to offer the Notes within the United States to qualified institutional buyers in accordance with Rule 144A and outside the United States in accordance with Regulation S under the Securities Act. The Company intends to use the net proceeds from the offering to fund or replenish cash that is expected to be used to fund the redemption of its 12% senior secured notes due 2017. About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." The Company's balance sheet at Dec. 31, 2011, showed $1.87 billion in total assets, $1.67 billion in total liabilities, and $200.38 million in total stockholders' equity. * * * Beazer carries (i) a 'B-' issuer credit rating, with "negative" outlook, from Standard & Poor's, (ii) 'Caa2' probability of default and corporate family ratings from Moody's, and (iii) 'CCC' issuer default rating from Fitch Ratings. Fitch said in September 2011 that the downgrade from 'B-' to 'CCC' reflects Fitch's belief new housing activity will remain weak through at least 2012 and the company's liquidity position is likely to erode in the next 18 months. In July 2012, Fitch said that while it expects better prospects for the housing industry this year, there are still significant challenges facing the housing market, which are likely to meaningfully moderate the early stages of this recovery. Moody's said in July 2012 that the 'Caa2' CFR reflects Moody's expectation that Beazer's operating and financial performance, while improving, will remain weak through fiscal 2013. Moody's expects that Beazer's cash flow generation will continue to be weak in fiscal 2012 and 2013. "Our current rating outlook on Beazer is negative. We would consider a downgrade if the company's EBITDA growth fails to meet our expectations or if the downturn in the housing market lingers longer than we expect and unit volume remains depressed," S&P said in July 2012. BEAZER HOMES: Prices $300 Million Senior Secured Notes Offering --------------------------------------------------------------- Beazer Homes USA, Inc., priced its offering of $300 million aggregate principal amount of 6.625% Senior Secured Notes due 2018 at par. This represents an increase of $25 million over the aggregate principal amount previously announced. The Notes are being offered in a private offering that is exempt from the registration requirements of the Securities Act of 1933. The Company intends to use the net proceeds from the offering to fund or replenish cash that is expected to be used to fund the redemption of its 12% senior secured notes due 2017 and for general corporate purposes. About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." The Company's balance sheet at Dec. 31, 2011, showed $1.87 billion in total assets, $1.67 billion in total liabilities, and $200.38 million in total stockholders' equity. * * * Beazer carries (i) a 'B-' issuer credit rating, with "negative" outlook, from Standard & Poor's, (ii) 'Caa2' probability of default and corporate family ratings from Moody's, and (iii) 'CCC' issuer default rating from Fitch Ratings. Fitch said in September 2011 that the downgrade from 'B-' to 'CCC' reflects Fitch's belief new housing activity will remain weak through at least 2012 and the company's liquidity position is likely to erode in the next 18 months. In July 2012, Fitch said that while it expects better prospects for the housing industry this year, there are still significant challenges facing the housing market, which are likely to meaningfully moderate the early stages of this recovery. Moody's said in July 2012 that the 'Caa2' CFR reflects Moody's expectation that Beazer's operating and financial performance, while improving, will remain weak through fiscal 2013. Moody's expects that Beazer's cash flow generation will continue to be weak in fiscal 2012 and 2013. "Our current rating outlook on Beazer is negative. We would consider a downgrade if the company's EBITDA growth fails to meet our expectations or if the downturn in the housing market lingers longer than we expect and unit volume remains depressed," S&P said in July 2012. BEAZER HOMES: Offering 4 Million Tangible Equity Units ------------------------------------------------------ Beazer Homes USA, Inc., filed with the U.S. Securities and Exchange Commission a free writing prospectus relating to the offering of 4 million 7.50% tangible equity units (4,600,000 if the underwriters fully exercise their option to purchase additional tangible equity units to cover over-allotments, if any). Assuming no exercise of the underwriters' over-allotment option with respect to the tangible equity units offering, the Company estimates that the net proceeds of the tangible equity units offering, after deducting the underwriting discount and estimated expenses, will be approximately $96.5 million, although there can be no assurance that the tangible equity units offering will be completed. Each Unit has a stated amount of $25. The joint book-running managers are Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Deutsche Bank Securities Inc. and UBS Securities LLC. KKR Capital Markets LLC and Moelis & Company LLC serve as co-managers of the offering. The Company intends to apply to list the Units on the New York Stock Exchange under the symbol "BZT," and, if approved, the Company expects trading on the New York Stock Exchange to begin within 30 days after the Units are first issued. A copy of the FWP is available for free at: http://is.gd/QBCZjR About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." The Company's balance sheet at Dec. 31, 2011, showed $1.87 billion in total assets, $1.67 billion in total liabilities, and $200.38 million in total stockholders' equity. * * * Beazer carries (i) a 'B-' issuer credit rating, with "negative" outlook, from Standard & Poor's, (ii) 'Caa2' probability of default and corporate family ratings from Moody's, and (iii) 'CCC' issuer default rating from Fitch Ratings. Fitch said in September 2011 that the downgrade from 'B-' to 'CCC' reflects Fitch's belief new housing activity will remain weak through at least 2012 and the company's liquidity position is likely to erode in the next 18 months. In July 2012, Fitch said that while it expects better prospects for the housing industry this year, there are still significant challenges facing the housing market, which are likely to meaningfully moderate the early stages of this recovery. Moody's said in July 2012 that the 'Caa2' CFR reflects Moody's expectation that Beazer's operating and financial performance, while improving, will remain weak through fiscal 2013. Moody's expects that Beazer's cash flow generation will continue to be weak in fiscal 2012 and 2013. "Our current rating outlook on Beazer is negative. We would consider a downgrade if the company's EBITDA growth fails to meet our expectations or if the downturn in the housing market lingers longer than we expect and unit volume remains depressed," S&P said in July 2012. BEHRINGER HARVARD: Unit to Sell Building to Carter for $20-Mil. --------------------------------------------------------------- Behringer Harvard 1221 Coit LP, a 90% owned subsidiary of Behringer Harvard Short-Term Opportunity Fund I LP, entered into a contract for the sale of a two-story office building containing approximately 125,030 rentable square feet located on approximately 7.3 acres of land in Plano, Texas, to Carter Validas Properties, LLC, an unaffiliated third party. The contract sales price for the Coit Property is $20 million. The purchaser made an earnest money deposit of $0.5 million as required by the contract, which is refundable until July 25, 2012. The consummation of the sale of the Coit Property is subject to substantial conditions and will generally depend upon: -- the satisfaction of the conditions to the sale contained in the relevant contracts; -- no material adverse change occurring relating to the property, the tenants or in the local economic conditions; and -- the purchaser's receipt of satisfactory due diligence information, including appraisals, environmental reports, title searches and lease information. In addition, on July 5, 2012, the Company entered into the Note Modification Agreement and Assignment of Proceeds with Behringer Harvard Holdings, LLC. The Agreement extends the maturity date of the Fifth Amended and Restated Unsecured Promissory Note with BHH from March 29, 2014, to May 31, 2014. The balance under the Note was approximately $11.1 million at July 5, 2012. In order to secure payment of the Note, the Company assigned proceeds from the sale of the Coit Property, 250/290 John Carpenter Freeway and the back-end promoted interest in distributable cash related to the Landmark I, Landmark II and 5050 Quorum properties which were sold in 2011. All assigned proceeds will be applied to the payment of the Note. 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. For the year ended Dec. 31 2011, Deloitte & Touche LLP, in Dallas, Texas, noted that the uncertainty surrounding the ultimate outcome of settling unpaid debt and its effect on the Partnership, as well as the Partnership's operating losses at its subsidiaries, raise substantial doubt about its ability to continue as a going concern. The Partnership is facing a significant amount of debt maturities in the near future and debt which has matured but remains unpaid, which is recourse to the Partnership. Behringer reported a net loss of $50.15 million in 2011, a net loss of $18.71 million in 2010, and a net loss of $15.47 million in 2009. The Company's balance sheet at March 31, 2012, showed $112.45 million in total assets, $135.77 million in total liabilities and a $23.32 million total deficit. Bankruptcy Warning Of Behringer's $122.8 million in notes payable at March 31, 2012, $51.3 million has matured and is subsequently in default and an additional $50.8 million is scheduled to mature in the next twelve months. As of March 31, 2012, of the Company's $122.8 million in notes payable, $110.4 million was secured by properties and $99.9 million was recourse to the Company. The Company continues to have negotiations and discussions with lenders to modify or restructure loans, outcomes of which may include a sale to a third party or returning the property to the lender. The Company may also consider putting certain of its subsidiaries into bankruptcy in order to protect the Company's interest in the property. SAN BERNARDINO COUNTY: Continues to Consider Eminent Domain ----------------------------------------------------------- According to Lowenstein Sandler's Scott Walker, representatives from California's San Bernardino County (the largest county by area in the contiguous United States) and its two largest cities - - Ontario and Fontana -- are considering a plan to use eminent domain to allow homeowners to keep their homes. Under the plan, proposed by San Francisco's Mortgage Resolution Partners and called a Homeownership Protection Program, the municipalities would purchase underwater mortgages from investors and reduce the loan principal to match the property's current value. The municipalities would then resell the reduced mortgages to new investors. According to a county spokesperson, the plan, which is currently in "discussion" stage, could help 20,000-30,000 homeowners stay in their homes because they would no longer owe more money on their mortgages than their homes are worth. The initiative is limited to homes on which owners are still current on their mortgage payments, and would focus on loans that have already been examined, securitized, and sold to private investors. The plan would not include loans that are backed by Fannie Mae or Freddie Mac. Several banks and financial and business groups oppose the plan, arguing that the use of eminent domain to seize mortgages could raise constitutional issues and possibly raise lending costs in cities that adopt the plan. Eminent domain, which has its roots in the Fifth Amendment to the U.S. Constitution, is the power of the state to seize private property without the owner's consent, provided that the state compensates the owner fairly and needs the property for public use or public benefit. Historically, the most common uses of property taken by eminent domain are public facilities, highways, and railroads. The San Bernardino plan appears to be the first attempt in the nation to use eminent domain to seize mortgages. Read Mortgage Resolution Partners' Homeownership Protection Program here. County officials continue to explore the use of eminent domain even though the city of San Bernardino voted on July 10 to file for bankruptcy within approximately 30 days. "The City of San Bernardino bankruptcy issue would have no impact on the JPA (Homeownership Protection Program Joint Powers Authority), primarily because the City is not a member of the JPA. The JPA's only members at this point are the County of San Bernardino and the cities of Fontana and Ontario," county spokesman David Wert said in an email to American Banker. "But even if the City of San Bernardino were to join the JPA, the bankruptcy issue wouldn't come into play because no public funds would be involved in any of the proposals to be considered by the JPA." Scott Walker is counsel in the Litigation Department at Lowenstein Sandler and is a member of the firm's Capital Markets Litigation and Antitrust Practice Group. He currently chairs the Structured Finance Litigation subcommittee of the American Bar Association's Business Law Section. He has litigated a broad array of complex commercial cases, with particular emphasis on matters involving structured financial products, including collateralized debt obligations (CDOs) and credit default swaps (CDSs), and residential mortgage backed securities (RMBS) BONAVENTURE FAMILY: Case Summary & 9 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Bonaventure Family Skating Center 24505 Halsted Road Farmington Hills, MI 48335 Bankruptcy Case No.: 12-32938 Chapter 11 Petition Date: July 13, 2012 Court: United States Bankruptcy Court Eastern District of Michigan (Flint) Judge: Daniel S. Opperman Debtor's Counsel: Charles G. Hodgson, Esq. THE LAW OFFICES OF CHARLES G. HODGSON 8163 Grand River Road, Suite 100 Brighton, MI 48114 Tel: (810) 225-4377 Fax: (810) 225-2892 E-mail: carterlaw@comcast.net Scheduled Assets: $19,351 Scheduled Liabilities: $1,247,125 A copy of the Debtor's list of its nine largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb12-32938.pdf The petition was signed by David Jackson, vice president. Affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- JDK Holdings LLC 12-30683 02/20/12 JFJ Enterprises LLC 12-30690 02/20/12 JJJ Holding LLC 12-30682 02/20/12 JT Enterprises LLC 12-30691 02/20/12 Rollerama II, Inc. 12-32939 07/13/12 Skatarama, Inc. 12-32940 07/13/12 Skatin Station II, Inc. 12-32941 07/13/12 BOOZ ALLEN: S&P Assigns 'BB+' Corporate Credit Rating ------------------------------------------------------ Standard & Poor's Ratings Services placed its 'BB+' corporate credit rating on McLean, Va.-based Booz Allen Hamilton Inc. on CreditWatch with negative implications due to its potential special dividend of up to $1 billion. "We have not placed the company's existing senior secured credit facilities on CreditWatch as we expect the amount outstanding on the existing credit facilities to be fully repaid with proceeds from the proposed new senior secured terms loans. Booz Allen announced that it is exploring, subject to continuing review and approval by its Board of Directors, the possibility of an up to $1 billion special cash dividend, which would be largely debt financed. As a result, pro forma leverage could rise to as much as about 4.0x, from 2.6x in March 2012," S&P said. Booz Allen announced in an 8-K filed that its management is contemplating new senior secured credit facilities, which would include up to $1.75 billion of term loans and a $500 million revolver credit facility. The company intends to use the proceeds from the new term loans, along with about $260 million of cash on hand, to pay up to a possible $1 billion special dividend and also for the refinancing of approximately $959 million of existing debt under its senior secured credit facilities. The special dividend of up to $1 billion is in addition to the approximately $200 million special cash dividend to be paid on June 29, 2012. Booz Allen had cash balances of about $484 million at March 31, 2012 and good free operating cash flows, approximately $283 million for the 12 months ended March 31, 2012. Adjusted debt to EBITDA was 2.6x at March 31, 2012. Booz Allen is a provider of technology and management consulting services to the U.S. government in the defense, intelligence, and civil markets and has annual revenue of $5.9 billion in the 12 months ended March 31, 2012. "We will monitor the progress of the company's review of the special dividend of up to $1 billion," said Standard & Poor's credit analyst David Tsui, "and if Booz Allen issues new debt of $1.75 billion, we would expect to lower the corporate credit rating to 'BB' from 'BB+' as leverage would rise to about 4x at close." The outlook is likely to be stable, given our expectations of the company's continued stable free cash flow generation despite a challenging, low-growth environment in its core markets over the near term. However, if the company decides to pay a special dividend that is substantially below the $1 billion level, we would have to consider what effect it would have on Booz Allen's financial risk profile. BRIGHTSTAR: Tech Data Buyout No Impact on Moody's 'Ba3' CFR ----------------------------------------------------------- Moody's Investors Service said Tech Data's Baa3 senior unsecured rating and Brightstar's Ba3 corporate family rating are not affected by the recent announcement that Tech Data has agreed to buy out Brightstar's 50% ownership interest in Brightstar Europe Limited for $165.6 million in cash. The principal methodology used in this rating was Global Distribution & Supply Chain Services Methodology published in November 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Brightstar Corp., based in Miami, Florida, is a leading global distributor of wireless handsets, smartphones, tablets and their related accessories serving major technology original equipment manufacturers (OEMs), network operators and retailers. Tech Data Corporation, headquartered in Clearwater, Florida, distributes technology products to value-added resellers, direct marketers, retailers and corporate resellers. The company focuses on the small-to-medium sized business (SMB) segment, a market which the large OEMs and software publishers find inefficient to use direct sales. BROADCAST INTERNATIONAL: Files Amendment No. 3 to Form S-1 ---------------------------------------------------------- Broadcast International, Inc., filed with the U.S. Securities and Exchange Commission amendment no. 3 to the Form S-1 relating to the resale of up to 46,470,000 shares of the Company's common stock owned by Gem Asset Management LC, Kingsbrook Opportunities Master Fund LP, John & Lois Teerling, et al.,, including up to 18,270,000 shares of the Company's common stock upon exercise of certain warrants held by the selling shareholders. The Company will not receive any proceeds from the sale of the common stock. All proceeds from the sale of the common stock will be paid to the selling shareholders. The Company may, however, receive proceeds from the exercise of the outstanding warrants. If all of the warrants covered by this prospectus are exercised in full, the Company will issue an aggregate of 18,270,000 shares of common stock, and the Company may receive aggregate proceeds of $6,394,500. The Company's common stock is currently traded on the OTC Bulletin Board under the symbol "BCST." On July 6, 2012, the closing sale price of the Company's common stock was $.18 per share. A copy of the amended prospectus is available for free at: http://is.gd/nDqMLZ About Broadcast International Based in Salt Lake City, Broadcast International, Inc., installs, manages and supports private communication networks for large organizations that have widely-dispersed locations or operations. The Company owns CodecSys, a video compression technology to convert video content into a digital data stream for transmission over satellite, cable, Internet, or wireless networks, as well as offers audio and video production services. The Company's enterprise clients use its networks to deliver training programs, product announcements, entertainment, and other communications to their employees and customers. The Company reported net income of $1.30 million in 2011, compared with a net loss of $18.66 million in 2010. The Company's balance sheet at March 31, 2012, showed $4.52 million in total assets, $11.22 million in total liabilities, and a $6.69 million total stockholders' deficit. CAGLE'S INC: Plan Filing Exclusivity Extended Until Aug. 14 ----------------------------------------------------------- Cagle's Inc. and Cagle's Farms, Inc., sought and obtained an extension of the exclusive periods to propose and obtain acceptances of a Chapter 11 plan until Aug. 14, 2012, and Oct. 13, 2012, respectively. Cagle's Farms (NYSE: CGL.A) -- http://www.cagles.net/-- engages in the production, marketing, and distribution of fresh and frozen poultry products in the United States. Cagle's Inc. and its wholly owned subsidiary Cagle's Farms filed on Oct. 19, 2011, voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 11-80202 and 11-80203). Paul K. Ferdinands, Esq., at King & Spalding, in Atlanta, Georgia, serves as counsel. FTI Consulting, Inc., serves as the Debtors' financial advisors. Kurtzman Carson LLC serves as their claims, noticing, and balloting agent. In its schedules, Cagle's Inc. disclosed $82.0 million in assets and $55.3 million in liabilities as of the Petition Date. The Official Committee of Unsecured Creditors is represented by McKenna Long & Aldridge LLP and Lowenstein Sandler as counsel. J.H. Cohn LLP serves as its financial advisors. In May 2012, the bankruptcy court approved the sale of the business for not less than $69.5 million to an affiliate of Koch Foods Inc., a chicken processor based in Park Ridge, Illinois. CAMP INTERNATIONAL: S&P Assigns 'B' Corporate Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to CAMP International Holding Co. (f/k/a WP CAMP Holding Co.). The outlook is stable. "We also assigned a 'B' issue rating with a recovery rating of '3' to the company's $30 million senior secured revolving credit facility and $25 million add-on to the $230 million (now $255 million) first-lien term loan. In addition, we assigned a 'CCC+' issue rating with a '6' recovery rating to the company's $115 million senior secured second-lien term loan. The '3' recovery rating indicates expectations for meaningful (50% to 70%) recovery of principal in the event of default and the '6' recovery rating indicates expectations for negligible (0% to 10%) recovery," S&P said. The ratings on CAMP reflect the company's "weak" business profile, characterized by its narrow addressable market and its "highly leveraged" financial profile. The company's leading market position, strong operating margins, and strong relationships with original equipment manufacturers (OEMs) partly offset these factors. "Our base-case rating assumptions include mid-single-digit revenue growth that mainly results from annual price increases and cross- selling of products, with modest additional growth related to an increase in newly built aircraft sold," said Standard & Poor's credit analyst Katarzyna Nolan. "We also assume EBITDA margins are likely to remain in the high- 50% area, with modest longer term improvement from product scalability. We also expect a modest decrease in leverage over the next two to three years from the mid-7x area on a pro forma basis, resulting from EBITDA growth and debt reduction," S&P said. The outlook is stable, reflecting our view that the company's recurring and predictable revenue base should result in moderate free cash flow generation. "We could lower the rating if the company's revenue and EBITDA decline due to a loss of a major OEM contract or cyclical end- market dynamics and as a result, leverage increases to the high-7x area on a sustained basis. An upgrade is unlikely over the next year, since the company's large debt burden is likely to prevent it from achieving a material improvement in credit metrics over this period," S&P said. CAPITOL BANCORP: To Issue 5MM Shares Under 2011 Incentive Plan -------------------------------------------------------------- Capitol Bancorp Ltd. filed with the U.S. Securities and Exchange Commission a Form S-8 registering 5 million shares of common stock issuable under the Company's 2011 Equity Incentive Plan. The proposed maximum aggregate offering price is $625,000. A copy of the Form S-8 is available for free at http://is.gd/Apinoy About Capitol Bancorp Limited Capitol Bancorp Limited (NYSE: CBC) -- http://www.capitolbancorp.com/-- is a $5.1 billion national community banking company, with a network of bank operations in 16 states. Founded in 1988, Capitol Bancorp Limited has executive offices in Lansing, Michigan and Phoenix, Arizona. In September 2009, Capitol and its second-tier bank holding companies entered into a written agreement with the Federal Reserve Bank of Chicago under which Capitol has agreed, among other things, to submit to the Reserve Bank a written plan to maintain sufficient capital at Capitol on a consolidated basis and at Michigan Commerce Bank (as a separate legal entity on a stand- alone basis); and a written plan to enhance the consolidated organization's risk management practices, a strategic plan to improve the consolidated organization's operating results and overall condition and a cash flow projection. Certain of Capitol's bank subsidiaries have entered into formal agreements with their applicable regulatory agencies. Those agreements provide for certain restrictions and other guidelines and/or limitations to be followed by the banks. In 2009, Capitol commenced the deferral of interest payments on its various trust-preferred securities, as is permitted under the terms of the securities, to conserve cash and capital resources. The payment of interest may be deferred for periods up to five years. During such deferral periods, Capitol is prohibited from paying dividends on its common stock (subject to certain exceptions) and is further restricted by Capitol's written agreement with the Federal Reserve Bank of Chicago. Accrued interest payable on such securities approximated $18.1 million at June 30, 2010. The Company reported a net loss of $8.93 million on $22.99 million of total interest income for the three months ended March 31, 2012. The Company reported a net loss of $51.92 million in 2011, a net loss of $254.36 million in 2010, and a net loss of $264.54 million in 2009. The Company reported a net loss of $8.93 million on $22.99 million of total interest income for the three months ended March 31, 2012. The Company's balance sheet at March 31, 2012, showed $2.05 billion in total assets, $2.17 billion in total liabilities, and a $121.25 million total deficit. As of March 31, 2012, there are several significant adverse aspects of Capitol's consolidated financial position and results of operations which include, but are not limited to: * An equity deficit approximating $121.3 million; * Regulatory capital classification on a consolidated basis as less than "adequately-capitalized" and related negative amounts and ratios; * Numerous banking subsidiaries with regulatory capital classification as "undercapitalized" or "significantly- undercapitalized"; * Certain banking subsidiaries which are generally subject to formal regulatory agreements have received "prompt corrective action" notifications or directives from the FDIC, which require timely action by bank management and the respective boards of directors to resolve regulatory capital ratios which result in classification as less than "adequately- capitalized" (the basis of a PCAN) or to submit an acceptable capital restoration plan to the FDIC (the basis of a PCAD), and it is likely additional PCANs or PCADs may be issued in the future or the banking subsidiaries may be unable to satisfactorily resolve those notices or directives; * Capitol has sold several of its banking subsidiaries during the past few years and has other divestiture transactions p pending. The proceeds from those divestitures have been redeployed at certain remaining banking subsidiaries which have experienced a significant erosion of capital due to operating losses. While those proceeds have been a significant source of funds for redeployment, the Corporation will need to raise significant other sources of new capital in the future; * The Corporation and substantially all of its banking subsidiaries are operating under various regulatory agreements which place a number of restrictions on them and impose other requirements limiting activities and requiring preservation of capital, improvement in regulatory capital measures, reduction of nonperforming assets and other matters for which the entities have not achieved full compliance. * Elevated levels of nonperforming loans and other nonperforming assets as a percentage of consolidated loans and total assets, respectively; and * Significant losses from continuing operations, resulting primarily from elevated provisions for loan losses and costs associated with foreclosed properties and other real estate owned. Capitol said these considerations raise some level of doubt (potentially substantial doubt) as to its ability to continue as a going concern. CIRCLE STAR: Closes Acquisition of 14,000 Acres in Kansas --------------------------------------------------------- Circle Star Energy Corp. announced two transactions resulting in the acquisition of leases totaling 12,500 and 1,500 acres in Sheridan and Trego Counties, Kansas, respectively. The acquired leasehold interests include 100% working interest and an average net revenue interest of approximately 80%. Additionally, the transactions include approximately 6.5 square miles of processed 3D seismic. The consideration for the acquisitions includes a combination of cash and common shares of the Company for a total consideration of less than $130 per acre. Jeff Johnson, CEO of Circle Star Energy, comments, "The acquisition of this leasehold acreage in Northwest Kansas is another step toward developing a meaningful position in a potential world-class oil play, which is still in the early stage of its life-cycle." Johnson continues, "Over the past few months, we have seen several larger oil companies take acreage positions in and around our focus area. We look forward to drilling and developing these assets later this year, with the goal of providing short-term production growth and long term shareholder value." The common shares issued in connection with the acquisitions have not been and will not be registered under the United States Securities Act of 1933, as amended or any state securities laws. About Circle Star Houston, Tex.-based Circle Star Energy Corp. owns royalty, leasehold, operating, net revenue, net profit, reversionary and other mineral rights and interests in certain oil and gas properties in Texas. The Company's properties are in Crane, Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson, Fayette, and Lee Counties. The Company's balance sheet at Jan. 31, 2012, showed $3.91 million in total assets, $6.75 million in total liabilities and a $2.84 million total stockholders' deficit. The Company said in its quarterly report for the period ended Jan. 31, 2012, that there is substantial doubt about its ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon continued financial support from the Company's shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company can give no assurance that future financing will be available to it on acceptable terms if at all or that it will attain profitability. These factors raise substantial doubt about the Company's ability to continue as a going concern. CIRCUS AND ELDORADO: Committee Can Hire LSC as Nevada Counsel ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Circus and Eldorado Joint Venture, et al., to retain Lionel Sawyer & Collins as Nevada reorganization counsel, nunc pro tunc to June 5, 2012. As reported in the Troubled Company Reporter on June 20, 2012, with respect to representing the Committee, LSC will work with reorganization counsel Stutman Treister & Glatt to, among other things, assist the Committee in protecting and preserving the interests of the unsecured creditors of the Debtors as a class. LSC and Stutman will make every effort to avoid duplication of services. LSC will be paid at these hourly rates: Principals $325 to $650 Of Counsels $350 to $600 Associates $185 to $355 Paralegals $160 to $200 Attorneys expected to be most active in the Chapter 11 cases: Jennifer A. Smith $475 Courtney Miller O'Mara $265 John D. Tennert $210 Jennifer A. Smith, Esq., a partner at LSC, attests to the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Circus and Eldorado Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156 and 12-51157) on May 17, 2012. Circus and Eldorado Joint Venture owns and operates the Silver Legacy Resort Casino, a 19th century silver mining themed hotel, casino and entertainment complex located in downtown Reno, Nevada. Silver Legacy Capital is a wholly owned subsidiary of the Joint Venture and was created and exists for the sole purpose of serving as a co-issuer of the mortgage notes due 2012. SLCC has no operations, assets or revenues. Eldorado Hotel & Casino and Circus Hotel and Casino are not debtors in the Chapter 11 cases. The Company did not make the required principal payment of its 10.125% mortgage notes on the maturity date of March 1, 2012. The company also elected not to make the scheduled interest payment. As a result, an aggregate of $142.8 million principal amount of Notes were outstanding and accrued interest of $7.23 million on the Notes, as of March 1, 2012, is due and payable. The Debtors have entered into a Restructuring Support Agreement with Capital Research and Management Company, a holder of a substantial portion of the mortgage notes. A copy of the RSA dated March 15, 2012, is available for free at http://is.gd/diDPh3 Judge Bruce T. Beesley presides over the case. Paul S. Aronzon, Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP, serve as the Debtors' counsel. The Debtors' financial advisor is FTI Consulting Inc. The claims agent is Kurtzman Carson Consultants LLC. The Bank of New York Mellon Trust Company, N.A., the trustee for the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP. Circus and Eldorado Joint Venture disclosed $264,649,800 in assets and $158,753,490 in liabilities as of the Chapter 11 filing. The petitions were signed by Stephanie D. Lepori, chief financial officer. August B. Landis, Acting U.S. Trustee for Region 17, appointed three creditors to serve in the Official Committee of Unsecured Creditors in the Debtors' Chapter 11 cases. CIRCUS AND ELDORADO: Evercore Group Approved as Investment Banker ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized Circus and Eldorado Joint Venture, et al., to employ Evercore Group LLC as investment banker. As reported in the Troubled Company Reporter on May 29, 2012, since August last year, Evercore has worked closely with the Debtors' management, creditors and other professionals and advisors in exploring various strategic, financial and restructuring alternatives and otherwise assisting the Debtors in preparing for the bankruptcy filing. The Debtors will look to Evercore for assistance in developing a restructuring plan and in negotiating with various stakeholders regarding the Plan. Evercore has received $782,000 from the Debtors since August. As of the petition date, the firm held $8,600 on account of an expense retainer. The Debtors propose to pay the firm: -- a $75,000 monthly fee; -- a $1 million fee upon consummation of any restructuring; -- a fee payable upon consummation of financing from non- affiliate third parties as a percentage of new financing gross proceeds: Percentage From New Financing Financing Gross Proceeds --------- ------------------------ Any indebtedness 1.0% Equity or equity-linked Securities/obligations 5.0% Stephen Hannan, senior managing director of Evercore, attests the firm (a) is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, (b) does not hold or represent an interest adverse to the Debtors' estates, and (c) has no connection to the Debtors, their creditors, or their related parties. About Circus and Eldorado Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156 and 12-51157) on May 17, 2012. Circus and Eldorado Joint Venture owns and operates the Silver Legacy Resort Casino, a 19th century silver mining themed hotel, casino and entertainment complex located in downtown Reno, Nevada. Silver Legacy Capital is a wholly owned subsidiary of the Joint Venture and was created and exists for the sole purpose of serving as a co-issuer of the mortgage notes due 2012. SLCC has no operations, assets or revenues. Eldorado Hotel & Casino and Circus Hotel and Casino are not debtors in the Chapter 11 cases. The Company did not make the required principal payment of its 10.125% mortgage notes on the maturity date of March 1, 2012. The company also elected not to make the scheduled interest payment. As a result, an aggregate of $142.8 million principal amount of Notes were outstanding and accrued interest of $7.23 million on the Notes, as of March 1, 2012, is due and payable. The Debtors have entered into a Restructuring Support Agreement with Capital Research and Management Company, a holder of a substantial portion of the mortgage notes. A copy of the RSA dated March 15, 2012, is available for free at http://is.gd/diDPh3 Judge Bruce T. Beesley presides over the case. Paul S. Aronzon, Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP, serve as the Debtors' counsel. The Debtors' financial advisor is FTI Consulting Inc. The claims agent is Kurtzman Carson Consultants LLC. The Bank of New York Mellon Trust Company, N.A., the trustee for the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP. Circus and Eldorado Joint Venture disclosed $264,649,800 in assets and $158,753,490 in liabilities as of the Chapter 11 filing. The petitions were signed by Stephanie D. Lepori, chief financial officer. August B. Landis, Acting U.S. Trustee for Region 17, appointed three creditors to serve in the Official Committee of Unsecured Creditors in the Debtors' Chapter 11 cases. CIRCUS AND ELDORADO: FTI Consulting Approved as Financial Advisor ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized Circus and Eldorado Joint Venture, et al., to employ FTI Consulting, Inc., as financial advisors. As reported in the Troubled Company Reporter on May 29, 2012, the Debtors said FTI is already heavily involved in many of the Debtors' critical financial activities, including, but not limited to, preparation of the Debtors' statements of financial affairs, schedules of assets and liabilities, and valuation analysis. On Feb. 1, 2012, the Debtors provided FTI with advance payment of $100,000 to establish a retainer to pay for FTI's services rendered or to be rendered in connection with the Debtors' restructuring efforts. On May 15, the Debtors provided an additional payment of $150,000. FTI held $155,285 of the initial cash on account as of the petition date. According to the firm's books and records, prior to the petition date, FTI received payments from the Debtors of $682,000. The Debtors proposed to pay FTI at these standard hourly rates: Senior managing directors $780 - $895 Directors/Managing directors $560 - $745 Consultants/Senior consultants $280 - $530 Administrative/Paraprofessionals $115 - $230 The firm will also be reimbursed for necessary expenses. The Debtors will also provide indemnification. FTI managing director Walton L. Brown attests the firm (a) is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, (b) does not hold or represent an interest adverse to the Debtors' estates, and (c) has no connection to the Debtors, their creditors, or their related parties. About Circus and Eldorado Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156 and 12-51157) on May 17, 2012. Circus and Eldorado Joint Venture owns and operates the Silver Legacy Resort Casino, a 19th century silver mining themed hotel, casino and entertainment complex located in downtown Reno, Nevada. Silver Legacy Capital is a wholly owned subsidiary of the Joint Venture and was created and exists for the sole purpose of serving as a co-issuer of the mortgage notes due 2012. SLCC has no operations, assets or revenues. Eldorado Hotel & Casino and Circus Hotel and Casino are not debtors in the Chapter 11 cases. The Company did not make the required principal payment of its 10.125% mortgage notes on the maturity date of March 1, 2012. The company also elected not to make the scheduled interest payment. As a result, an aggregate of $142.8 million principal amount of Notes were outstanding and accrued interest of $7.23 million on the Notes, as of March 1, 2012, is due and payable. The Debtors have entered into a Restructuring Support Agreement with Capital Research and Management Company, a holder of a substantial portion of the mortgage notes. A copy of the RSA dated March 15, 2012, is available for free at http://is.gd/diDPh3 Judge Bruce T. Beesley presides over the case. Paul S. Aronzon, Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP, serve as the Debtors' counsel. The Debtors' financial advisor is FTI Consulting Inc. The claims agent is Kurtzman Carson Consultants LLC. The Bank of New York Mellon Trust Company, N.A., the trustee for the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP. Circus and Eldorado Joint Venture disclosed $264,649,800 in assets and $158,753,490 in liabilities as of the Chapter 11 filing. The petitions were signed by Stephanie D. Lepori, chief financial officer. August B. Landis, Acting U.S. Trustee for Region 17, appointed three creditors to serve in the Official Committee of Unsecured Creditors in the Debtors' Chapter 11 cases. CIRCUS AND ELDORADO: Milbank Tweed Approved as Bankruptcy Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized Circus and Eldorado Joint Venture, et al., to employ Milbank, Tweed, Hadley & McCloy LLP as counsel. As reported in the Troubled Company Reporter on June 8, 2012, according to Milbank's books and record, prior to the Petition Date, Milbank received payments from the Debtors of $2.26 million in 12 months prior to the Petition Date, including $400,000 in advance payment to a retainer to pay legal services rendered or to be rendered in connection with the Debtor' restructuring efforts. Subject to a final accounting, Milbank held a retainer of approximately $407,000 as of the Petition Date. The hourly rates of Milbank's personnel are: Partners $825 to $1,140 Counsel $795 to $995 Associates/Senior attorneys $295 to $750 Legal Assistants $130 to $290 To the best of the Debtors' knowledge, Milbank is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Circus and Eldorado Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156 and 12-51157) on May 17, 2012. Circus and Eldorado Joint Venture owns and operates the Silver Legacy Resort Casino, a 19th century silver mining themed hotel, casino and entertainment complex located in downtown Reno, Nevada. Silver Legacy Capital is a wholly owned subsidiary of the Joint Venture and was created and exists for the sole purpose of serving as a co-issuer of the mortgage notes due 2012. SLCC has no operations, assets or revenues. Eldorado Hotel & Casino and Circus Hotel and Casino are not debtors in the Chapter 11 cases. The Company did not make the required principal payment of its 10.125% mortgage notes on the maturity date of March 1, 2012. The company also elected not to make the scheduled interest payment. As a result, an aggregate of $142.8 million principal amount of Notes were outstanding and accrued interest of $7.23 million on the Notes, as of March 1, 2012, is due and payable. The Debtors have entered into a Restructuring Support Agreement with Capital Research and Management Company, a holder of a substantial portion of the mortgage notes. A copy of the RSA dated March 15, 2012, is available for free at http://is.gd/diDPh3 Judge Bruce T. Beesley presides over the case. Paul S. Aronzon, Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP, serve as the Debtors' counsel. The Debtors' financial advisor is FTI Consulting Inc. The claims agent is Kurtzman Carson Consultants LLC. The Bank of New York Mellon Trust Company, N.A., the trustee for the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP. Circus and Eldorado Joint Venture disclosed $264,649,800 in assets and $158,753,490 in liabilities as of the Chapter 11 filing. The petitions were signed by Stephanie D. Lepori, chief financial officer. August B. Landis, Acting U.S. Trustee for Region 17, appointed three creditors to serve in the Official Committee of Unsecured Creditors in the Debtors' Chapter 11 cases. CKE RESTAURANTS: Moody's Affirms 'B2' CFR; Outlook Stable --------------------------------------------------------- Moody's Investors Service changed the ratings outlook on CKE Restaurants, Inc. to stable from negative and affirmed its B2 corporate family and probability of default ratings, as well as all other instrument ratings as shown below. Moody's affirmed the following ratings for CKE Restaurants, Inc. (LGD Assessments revised): -- Corporate Family Rating at B2; -- Probability of Default Rating at B2; -- $100 million 1st lien senior secured revolver due 2015 affirmed at Ba2 (LGD1, 3%) from (LGD1, 2%); -- $532 million 2nd lien senior secured notes due 2018 affirmed at B2 (LGD3, 44%); -- Speculative Grade Liquidity Rating affirmed at SGL-2. Moody's affirmed the following ratings for CKE's parent company, CKE Inc. (LGD Assessment revised): -- $223 million senior unsecured PIK Toggle Notes due 2016 at Caa1 (LGD5, 89%) from (LGD6, 91%). Ratings Rationale The change in outlook to stable reflects CKE's continued profitable growth led by sustained positive same-store sales at it two concepts, Carl's Jr. and Hardee's, its improved financial leverage and continued good liquidity. The company's consolidated lease-adjusted debt/EBITDA declined below 6.0 times at the end of May 2012 from over 6.5 at the same time last year, with additional improvement expected following the planned redemption of $60 million aggregate principal amount of its outstanding 11.375% Senior Secured Second Lien Notes due 2018 set to occur on July 16, 2012. CKE's B2 corporate family rating reflects the company's high debt load and weak credit metrics that stem mainly from the 2010 acquisition of the company by Apollo Management, as well as the subsequent debt-financed dividend using proceeds from the CKE Inc. Pay-in-Kind ("PIK") notes. The rating also reflects concern that continued high unemployment within its target demographic ("young, hungry guys"), ongoing intense competition and rising costs of commodities such as beef, could temper additional improvement over the near term. The rating is supported by CKE's reasonable scale, multiple concepts which add diversity, and diversified day part which boosts returns on invested capital. The company's liquidity is good, supported by the expectation that positive free cash flow, cash balances and excess revolver availability will be more than sufficient to cover all cash flow needs over the next twelve months. Factors that could result in an upgrade include sustained positive same-store sales growth and moderating debt levels resulting in leverage of about 4.5 times and EBITA coverage of interest approaching 2.0 times. Factors that could result in a downgrade include a material decline in operating performance and debt protection measures due to negative same-store sales or higher input costs, or a deterioration in liquidity. Specific metrics include debt to EBITDA rising above 6.5 times or EBITA coverage of cash interest falling below 1.0 time. The principal methodology used in rating CKE was the Global Restaurants Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CKE Restaurants, Inc. owns, operates, and franchises 3,263 quick- service restaurants (QSRs) under the brand names Carl's Jr. and Hardee's. Revenue for the latest twelve month period ended May 21, 2012 was approximately $1.3 billion. CLARE AT WATER: Reorganization Plan Declared Effective ------------------------------------------------------ The Clare at Water Tower notified the U.S. Bankruptcy Court for the Northern District of Illinois that the Effective Date of its Fifth Amended Plan of Reorganization occurred on July 2, 2012, and the Plan was substantially consummated. The U.S. Bankruptcy Judge in Chicago approved the reorganization plan of the Debtor on April 27. Under the Plan, Chicago Senior Care LLC will acquire The Clare at Water Tower, an upscale 334- unit high- rise continuing-care retirement community in Chicago. Bill Rochelle, the bankruptcy Columnist for Bloomberg News, reported that Chicago Senior Care had contracted before an auction to buy the facility for $29.5 million cash. The buyer is a venture among Senior Care Development LLC, Fundamental Advisors LP, and Life Care Companies LLC. Assuming the facility were sold at the original price, the disclosure statement told holders of $232.8 million in secured bonds that they should recover 15%. Current and former residents are being offered a modified program for repaying their deposits when they leave the facility. The disclosure statement says that the existing refund policy is above the market and inhibited sale of the project unless modified. About The Clare at Water Tower The Clare at Water Tower is an upscale 334-unit high-rise continuing-care retirement community in Chicago, Illinois. The project is only 42% occupied because the target population either hasn't been able to sell homes or lacks sufficient cash to make required deposits as the result declining investments following the recession. The facility is a 53-story building on land rented from Loyola University of Chicago. The facility is managed and developed by a unit of the Franciscan Sisters of Chicago, who invested more than $14 million. The project opened in December 2008. Residents must make partially refundable deposits ranging from $263,000 to $1.2 million. Monthly fees are an additional $2,700 to $5,500. The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million in tax-exempt bond financing used to build the project. Judge Susan Pierson Sonderby presides over the case. Matthew M. Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel. Houlihan Lokey Capital, Inc., as its investment banker and financial advisor. Deloitte Financial Advisory Services LLP serves as restructuring advisor. Epiq Bankruptcy Solutions serves as claims and noticing agent. The Debtor, in its amended schedules, disclosed $56.8 million in assets and $321.7 million in liabilities. The petition was signed by Judy Amiano, president. The Official Committee of Unsecured Creditors proposed to retain SNR Denton US LLP as counsel. The Committee also tapped FTI Consulting, Inc., as its financial advisor. COLBRAN LLC: Dedham Bank Fails in Bid to Dismiss Chapter 11 Case ---------------------------------------------------------------- Dedham Institution for Savings failed to convince a bankruptcy judge to dismiss Colbran, LLC's chapter 11 case on the grounds that it was not filed in good faith and that the bankruptcy court lacks jurisdiction to modify a debt to the Bank for which the Bank alleges Colbran is not liable. The Court held it has jurisdiction over the Debtor's property and the debt to the Bank which is secured by the Property. A copy of the Court's July 10, 2012 Memorandum of Decision and Order is available at http://is.gd/nd0fYIfrom Leagle.com. Counsel for Dedham Institution for Savings is: Law Offices of Whitton Norris, LLP 339 Washington St 202 Dedham, MA 02026 Tel: (781) 326-8847 Colbran, LLC, which owns property at 9 Rosenfeld Drive, Hopedale, Massachusetts, filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 12-40727) on Feb. 29, 2012. Judge Melvin S. Hoffman presides over the case. Patrick J. Martin, Esq., and Herbert Weinberg, Esq., at Rosenberg & Weinberg, serve as the Debtor's counsel. The Debtor estimated under $50,000 in assets and under $10 million in debts. The petition was signed by Michael E. Walsh, sole member. COLORADO-FAYETTE MEDICAL: Case Summary & Creditors List ------------------------------------------------------- Debtor: Colorado-Fayette Medical Center dba Flatonia Community Clinic Schulenburg Community Clinic CFMC Home Health 400 Youens Drive Weimar, TX 78962-3680 Bankruptcy Case No.: 12-11575 Chapter 11 Petition Date: July 10, 2012 Court: U.S. Bankruptcy Court Western District of Texas (Austin) Judge: H. Christopher Mott Debtor's Counsel: Lynn H. Butler, Esq. BROWN, MCCARROLL, LLP 111 Congress Avenue, Suite 1400 Austin, TX 78701 Tel: (512) 472-5456 Fax: (512) 479-1101 E-mail: lbutler@brownmccarroll.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb12-11575.pdf The petition was signed by Tommy Brasher, chairperson of the board of directors. COMBIMATRIX CORPORATION: Had $2.4-Mil. Net Loss in 1st Quarter -------------------------------------------------------------- CombiMatrix Corporation filed its annual report on Form 10-Q, reporting a net loss of $2.37 million on $1.24 million of services revenues for the three months ended March 31, 2012, compared with a net loss of $1.95 million on $913,000 of services revenues for the corresponding period last year. The Company's balance sheet at March 31, 2012, showed $7.31 million in total assets, $1.35 million in total liabilities, and stockholders' equity of $5.96 million. As reported in the TCR on April 16, 2012, Haskell & White LLP, in Irvine, Calif., expressed substantial doubt about CombiMatrix Corporation's ability to continue as a going concern, following the Companys results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has a history of incurring net losses and net operating cash flow deficits. A copy of the Form 10-Q is available for free at: http://is.gd/6AmCz9 Irvine, Calif.-based CombiMatrix Corporation is a molecular diagnostics company that operates primarily in the field of genetic analysis and molecular diagnostics through its wholly owned subsidiary, CombiMatrix Molecular Diagnostics, Inc. CMDX operates as a diagnostics reference laboratory, providing DNA- based clinical diagnostic testing services to physicians, hospitals, clinics and other laboratories in the areas of pre-and postnatal development disorders and hematology/oncology genomics. COOPERATIVE COMMUNICATIONS: Meeting to Form Panel Set on July 25 ---------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on July 25, 2012, at 1:00 p.m. in the bankruptcy case of Cooperative Communications, Inc. The meeting will be held at: United States Trustee's Office One Newark Center 1085 Raymond Blvd. 21st Floor, Room 2106 Newark, NJ 07102 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. COOPERATIVE COMMUNICATIONS: Case Summary & Creditors List --------------------------------------------------------- Debtor: Cooperative Communications Inc. 210 Clay Street, Third Floor Lyndhurst, NJ 07071 Bankruptcy Case No.: 12-27319 Chapter 11 Petition Date: July 10, 2012 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Novalyn L. Winfield Debtor's Counsel: Ilana Volkov, Esq. COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A. 25 Main Street Hackensack, NJ 07601 Tel: (201) 489-3000 Fax: 201-489-1536 E-mail: ivolkov@coleschotz.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/njb12-27319.pdf The petition was signed by Louis A. Lombardi, Jr., chief operating officer. COYOTE CREEK: Case Summary & 7 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Coyote Creek Ranch, LLC 4637 N. 24th St. Phoenix, AZ 85016 Bankruptcy Case No.: 12-12593 Chapter 11 Petition Date: July 10, 2012 Court: U.S. Bankruptcy Court District of New Mexico (Albuquerque) Debtor's Counsel: Daniel J. Behles, Esq. MOORE, BERKSON & GANDARILLA, P.C. P.O. Box 7459 Albuquerque, NM 87194 Tel: (505) 242-1218 Fax: (505) 242-2836 E-mail: dan@behles.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its seven largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nmb12-12593.pdf The petition was signed by William S. Erwin, managing member. CPI CORP: Lazard Middle Market Tapped to Explore Sale ----------------------------------------------------- CPI Corp. entered into a Letter Agreement with Lazard Middle Market LLC under which LMM agreed to provide investment banking services to the Company in connection with exploring a possible sale transaction involving the Company. The Company's appointment of an investment banker was required under the Second Amendment to the Company's Credit Agreement effective as of June 6, 2012, with Bank of America, N.A. and the lenders parties thereto. About CPI Corp Headquartered in St. Louis, Missouri, CPI Corp. provides portrait photography services at more than 2,500 locations in the United States, Canada, Mexico and Puerto Rico and offers on location wedding photography and videography services through an extensive network of contract photographers and videographers. CPI's digital format allows its studios and on location business to offer unique posing options, creative photography selections, a wide variety of sizes and an unparalleled assortment of enhancements to customize each portrait - all for an affordable price. The Company reported a net loss of $56.86 million for the fiscal year ended Feb. 4, 2012, compared with net income of $11.90 million for the fiscal year ended Feb. 5, 2011. The Company's balance sheet at Feb. 4, 2012, showed $94.53 million in total assets, $153.34 million in total liabilities and a $58.81 million total stockholders' deficit. KPMG LLP, in St. Louis, Missouri, issued a "going concern" qualification on the consolidated financial statements for the period ended Feb. 4, 2012, noting that the Company has suffered a significant loss from operations, is not in compliance with the financial covenants under its credit agreement, and has a net capital deficiency, all of which raise substantial doubt about its ability to continue as a going concern. CUTTER YACHT: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Cutter Yacht Basin, LLC 1900 Old Eastern Avenue Baltimore, MD 21221 Bankruptcy Case No.: 12-22777 Chapter 11 Petition Date: July 10, 2012 Court: U.S. Bankruptcy Court District of Maryland (Baltimore) Debtor's Counsel: Michael G. Rinn, Esq. LAW OFFICES OF MICHAEL G. RINN 111 Warren Road, Suite 4 Cockeysville, MD 21030-2429 Tel: (410) 683-1040 Fax: (410) 683-1044 E-mail: rinnoffice@rinn-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its largest unsecured creditors does not contain any entry. The petition was signed by Gary E.Rosenberger, managing member. CYCLONE POWER: Inks Financing Agreement with GEM Global ------------------------------------------------------- Cyclone Power Technologies, Inc., has signed a financing agreement with GEM Global Yield Fund Ltd. The financing is expected to close in August 2012, and proceeds will be used by Cyclone for technology development, facility expansion and general working purposes. Under the agreement, GGYF will purchase $250,000 in Cyclone's common stock at a 10% discount to the market price of the shares. The common stock is being offered in a private placement transaction in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D. The shares will be restricted under Rule 144, and there are no registration rights or warrants attached to the deal. Christopher Nelson, President of Cyclone, commented, "We're thrilled to have an investment group as substantial and accomplished as GGYF take a serious interest in our business and long term success. Through this initial investment, the GGYF team has expressed their confidence in Cyclone's technology and management team to create growth for our shareholders over the coming years. We look forward to a long and mutually profitable relationship." About Cyclone Power Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink Sheets: CYPW) is a clean-tech engineering company, whose business is to develop, commercialize and license its patented Rankine cycle engine technology for applications ranging from renewable power generation to transportation. The Company is the successor entity to the business of Cyclone Technologies LLLP, a limited liability limited partnership formed in Florida in June 2004. Cyclone Technologies LLLP was the original developer and intellectual property holder of the Cyclone engine technology. The Company reported a net loss of $23.70 million in 2011, compared with a net loss of $2.02 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.09 million in total assets, $3.67 million in total liabilities, and a $2.58 million total stockholders' deficit. In its audit report for the year ended Dec. 31, 2011 results, Mallah Furman, in Fort Lauderdale, FL, noted that the Company's dependence on outside financing, lack of sufficient working capital, and recurring losses raises substantial doubt about its ability to continue as a going concern. DAYBREAK OIL: Incurs $294,000 Net Loss in May 31 Quarter -------------------------------------------------------- Daybreak Oil and Gas, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $294,710 on $262,973 of oil and gas sales for the three months ended May 31, 2012, compared with a net loss of $154,446 on $380,357 of oil and gas sales for the same period during the prior year. The Company's balance sheet at May 31, 2012, showed $3.13 million in total assets, $4.67 million in total liabilities and a $1.54 million total stockholders' deficit. "The Company's financial statements for the three months ended May 31, 2012, have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred net losses since entering the oil and gas exploration industry and as of May 31, 2012, has an accumulated deficit of $24,134,203 and a working capital deficit of $3,481,431 which raises substantial doubt about the Company's ability to continue as a going concern," the quarterly report stated. A copy of the Form 10-Q is available for free at: http://is.gd/UyWJOn About Daybreak Oil Daybreak Oil and Gas, Inc. is an independent oil and natural gas exploration, development and production company. The Company is headquartered in Spokane, Washington and has an operations office in Friendswood, Texas. The Company's common stock is quoted on the OTC Bulletin Board market under the symbol DBRM.OB. Daybreak has over 20,000 acres under lease in the San Joaquin Valley of California. The Company reported a net loss of $1.43 million on $1.31 million of oil and gas sales for the year ended Feb. 29, 2012, compared with a net loss of $1.21 million on $1.07 million of oil and gas sales for the year ended Feb. 28, 2011. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the financial statements for the year ended Feb. 29, 2012, citing losses from operations and negative operating cash flows, which raise substantial doubt about the Company's ability to continue as a going concern. DELTA PETROLEUM: Creditors Committee Down to Two Members -------------------------------------------------------- Roberta A. Deangelis, U.S. Trustee for Region 3 amended the appointment of the Official Committee of Unsecured Creditors in the Chapter 11 cases of Delta Petroleum Corp. The Committee now comprises of: 1. R.W. Jones Trucking Co. Attn: Ryan W. Jones P.O. Box 1785 1388 East 1000 South Vernal, UT 84078 Tel: (435) 789-1231 Fax: (435) 789-1955 2. U.S. Bank National Association, as indenture trustee Attn: Cindy Woodward 60 Livingston Avenue St. Paul, MN 55107 Tel: (651) 495-3907 Fax: (651) 495-8100 The Committee was previously comprised of (i) Paul M. Joeckel; (ii) R.W. Jones Trucking Co.; and (iii) U.S. Bank National Association, as indenture trustee. About Delta Petroleum Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil and gas company engaged primarily in the exploration for, and the acquisition, development, production, and sale of, natural gas and crude oil. Natural gas comprises over 90% of Delta's production services. The core area of its operations is the Rocky Mountain Region of the United States, where the majority of the proved reserves, production and long-term growth prospects are located. Delta and seven of its subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013, inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31, 2012 scheduled maturity of its $38.5 million secured credit facility with Macquarie Bank Limited and after several months of unsuccessful attempts to sell the business. Delta disclosed $375,498,248 in assets and $310,679,157 in liabilities, which also include $152,187,500 in outstanding obligations on account of the 7% senior unsecured notes issued in March 2005 with US Bank National Association indenture trustee; and $115,527,083 in outstanding obligations on account of 3-3/4% Senior Convertible Notes due 2037 issued in April 2007. In its amended schedules, the Delta Petroleum disclosed $373,836,358 in assets and $312,864,788 in liabilities. W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A. Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard & Reed LLP, in New York, N.Y., represent the Debtors as counsel. Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights, Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del., represent the Debtors as co-counsel. Conway Mackenzie is the Debtors' restructuring advisor. Evercore Group L.L.C. is the financial advisor and investment banker. The Debtors selected Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The petition was signed by Carl E. Lakey, chief executive officer and president. Laramie Energy II LLC has been approved by the Court to serve as the sponsor for Delta's reorganization plan. Delta Petroleum has won approval for its disclosure statement explaining the Chapter 11 reorganization plan. There's a hearing to consider confirmation of the Plan on Aug. 15. DIALOGIC INC: Files Amendment No. 1 to Form S-3 ----------------------------------------------- Dialogic Inc. filed with the U.S. Securities and Exchange Commission amendment no.1 to the Form S-3 relating to the disposition from time to time of up to 57,971,766 shares of the Company's common stock, consisting of 18,000,000 shares of common stock issuable upon the exercise of warrants and 39,971,766 shares of common stock issuable upon conversion of notes, which are held by EAS Series C Investments, L.P., Investcorp International Inc., GW Invest ApS , et al. The selling stockholders acquired the warrants and notes from the Company in connection with the Company's debt restructuring on March 22, 2012, and a private placement of the Company's securities on April 11, 2012, respectively. The Company will not receive any of the proceeds from the sale of these shares of the Company's common stock by the selling stockholders. The Company will, however, receive the net proceeds of any warrants exercised for cash. The Company's common stock is listed on The NASDAQ Global Market under the symbol "DLGC." The last reported sale price of the Company's common stock on July 11, 2012, was $0.76 per share. A copy of the amended prospectus is available for free at: http://is.gd/au0Zvq About Dialogic Milpitas, Calif.-based Dialogic Inc. provides communications platforms and technology that enable developers and service providers to build and deploy innovative applications without concern for the complexities of the communication medium or network. The Company reported a net loss of $54.81 million in 2011, following a net loss of $46.71 million in 2010. The Company's balance sheet at March 31, 2012, showed $155.66 million in total assets, $185.24 million in total liabilities, and a $29.58 million total stockholders' deficit. Bankruptcy Warning The Company said in its 2011 annual report that in the event of an acceleration of the Company's obligations under the Term Loan Agreement or Revolving Credit Agreement and its failure to pay the amounts that would then become due, the Revolving Credit Lender or Term Lenders could seek to foreclose on the Company's assets. As a result of this, or if the Company's stockholders do not approve the Private Placement and the Notes become due and payable, the Company would likely need to seek protection under the provisions of the U.S. Bankruptcy Code or the Company's affiliates might be required to seek protection under the provisions of applicable bankruptcy codes. In that event, the Company could seek to reorganize its business, or the Company or a trustee appointed by the court could be required to liquidate the Company's assets. DUTCH GOLD: Inks Pact with RadarNica for Mining Project ------------------------------------------------------- Dutch Gold Resources, Inc., entered into a Joint Venture Agreement with RadarNica, SA, to develop the Villa Nueva 1 mines in Nicaragua controlled by RadarNica. Under the terms of the Agreement, the parties will form a joint venture limited liability company under the laws of Georgia to operate and develop the Mining Project. The Company will initially provide $100,000 in new capital, plus expertise and managerial and technical resources to bring the Mining Project to active development within 60 days of the Agreement. RadarNica will contribute the Mining Project into the JV and onsite resources and supervision and establish systems compliant with Nicaraguan regulations. One percent of the net proceeds of the Mining Project will be distributed to a yet to be formed Nicaraguan company to be controlled by a non-affiliated Nicaraguan national and the remaining 99% of net proceeds will be distributed equally between the Company and RadarNica until the Company has contributed $250,000 in capital to the JV. Thereafter, proceeds will continue to be distributed equally between the Company and RadarNica. The Company and RadarNica will each be eligible to contribute additional capital in the JV in consideration for turn receiving a larger interest in the JV, to be proscribed in the operating agreement. As further consideration, the Company will issue RadarNica options to purchase 20,000,000 shares of the Company's common stock, which will have piggy-back registration rights. After the Company has received either $300,000 in net revenue from the operation of the Mining Project or 125% of the equipment, transportation, and development costs of the Mining Project, RadarNica will have earned 50% ownership interest in the equipment utilized to operate the Mining Project. The parties also have a right of first refusal to match or increase an offer relating to third party deals within Nicaragua, excluding the Masada and Jerusalem projects. About Dutch Gold Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI) -- http://www.dutchgoldresources.com/-- is a junior gold miner focused on developing its existing mining properties in North America and acquiring and developing new mines that can enter into production in 12 to 24 months. After auditing the 2011 results, Hancock Askew & Co., LLP, in Norcross, Georgia, noted that the Company has limited liquidity and has incurred recurring losses from operations and other conditions exist which raise substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss of $4.58 million on $0 of sales in 2011, compared with a net loss of $3.69 million on $0 of revenue in 2010. The Company's balance sheet at March 31, 2012, showed $2.64 million in total assets, $7.52 million in total liabilities and a $4.87 million total stockholders' deficit. DYNEGY INC: Out of NYSE; Trading Now at Over-the-Counter Market --------------------------------------------------------------- The New York Stock Exchange announced suspension of trading of Dynegy's common stock. This announcement was followed by written notice on July 9, 2012, that the NYSE had determined to suspend trading in Dynegy's common stock immediately on July 6, 2012. The NYSE noted that it reached this decision in view of Dynegy's filing of a voluntary petition in the United States Bankruptcy Court for the Southern District of New York, Poughkeepsie Division seeking relief under Chapter 11 of the United States Bankruptcy Code. On April 5, 2012, Dynegy was notified by the NYSE that Dynegy was not in compliance with the continued listing criteria under Section 802.01C of the NYSE Listed Company Manual because the average closing price of Dynegy's common stock was less than $1.00 over a consecutive 30 trading-day period as of the notification date. Dynegy does not intend to take any further action to appeal the NYSE's decision and therefore it is expected that Dynegy's common stock will be delisted after the completion and approval of the NYSE's application to the United States Securities and Exchange Commission. Dynegy's common stock is currently trading under the symbol "DYNIQ" in the over-the-counter market. About Dynegy Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE: DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) Nov. 7, 2011, to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion. Dynegy Inc. on July 6, 2012, filed a voluntary petition to reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to effectuate a merger with Dynegy Holdings, pursuant to Holdings' Chapter 11 plan. A settlement, which has already been approved by the bankruptcy court, provides for Dynegy Inc. and Holdings to merge and for the administrative claim granted to Dynegy Inc. in the Holdings Chapter 11 case to be transferred out of Dynegy Inc. for the benefit of its shareholders. Dynegy Holdings and its affiliated debtor-entities are represented in the Chapter 11 proceedings by Sidley Austin LLP as their reorganization counsel. Dynegy and its other subsidiaries are represented by White & Case LLP, who is also special counsel to the Debtor Entities with respect to the Roseton and Danskammer lease rejection issues. The financial advisor is FTI Consulting. The Official Committee of Unsecured Creditors in Holdings' cases has tapped Akin Gump Strauss Hauer & Feld LLP as counsel. Dynegy Inc. is represented by White & Case LLP and advised by Lazard Freres & Co. LLC. EDRA BLIXSETH: Court Pares Western Capital Fees to $4,153 --------------------------------------------------------- Western Capital Partners may only seek payment of $4,153 in attorney's fees and reimbursement for $250 in costs from the bankruptcy estate of Edra D. Blixseth after the bankruptcy court in Butte, Montana, rejected most of the $22,444 requested by Western. Western Capital originally sought $27,291 in fees, but reduced the amount to $22,444 in its amended billing statement. Bankruptcy Judge Ralph B. Kirscher held that: -- the fees and costs incurred by Western Capital prior to Feb. 23, 2010 (fees of $4,259.00 and costs of $1,063.23), and after May 11, 2010 (fees of 693.50), are not compensable. -- the fees requested for analyzing and responding to the Chapter 7 Trustee's request for reconsideration ($2,231.50) and for seeking approval of compensation in the motion filed April 8, 2010 ($582), are not reasonable, did not benefit the bankruptcy estate and are thus, not compensable. -- $10,525 in legal fees were incurred pursuing claims that, according to the Chapter 7 Trustee, never had a meaningful impact on the eventual settlement reached with CrossHarbor Capital Partners, LLC, and CIP Yellowstone Lending, LLC, and to which the Chapter 7 Trustee ascribed no value. Judge Kirscher also ruled that the $4,403 will be treated as an administrative expense of the bankruptcy estate, payable pro rata with payments to other administrative claimants. The amount is subject to a right of set-off for amounts Western Capital may owe the bankruptcy estate. Western Capital challenged the move by Richard J. Samson, the Chapter 7 Trustee for the Blixseth bankruptcy estate, in December 2009, to sell property described as the Family Compound to CIP. Marc S. Kirschner, the trustee of the Yellowstone Club Liquidating Trust; and Greg LeMond, David and Sacia Morris and Sacia Enterprises, Inc. also opposed the sale. Western Capital said CIP was surreptitiously attempting to obtain judicial approval of CIP's $35 million loan to Edra Blixseth, even though the validity of such loan was the subject of dispute before the Bankruptcy Court. In addition, because the Chapter 7 Trustee was agreeing to waive any claims the Debtor's estate may have against CIP, Western Capital sought authority to pursue a Uniform Fraudulent Transfer Act against CIP relative to the $35 million loan. The Court denied the Chapter 7 Trustee's motion to sell, without prejudice, and granted Western Capital leave to investigate and pursue fraudulent transfer claims against CIP, on behalf of the bankruptcy estate. At the behest of the Chapter 7 Trustee, the Court in May 2010 reversed its order, holding that: " [T]he Court cannot ignore the Trustee's argument that Western Capital has other disputes with CrossHarbor that may create a conflict of interest that precludes Western Capital from pursuing the action referenced in paragraph 5 of the Court's prior Order in a manner that is beneficial to the bankruptcy estate. For that reason, the Court finds that paragraph 5 of its prior ruling may cause manifest injustice to Debtor's estate. Consequently, the Court hereby deletes paragraph 5 from the February 23, 2010, Order. However, such ruling is without prejudice and if it appears that the Trustee is not pursuing a potential claim against CrossHarbor, the Court will entertain a request by Western Capital at a later date to allow Western Capital to once again pursue such claim on behalf of Debtor's bankruptcy estate." At a hearing in May 2010, the Court told Robert W. Hatch II, Esq., in Denver, Colorado, counsel to Western Capital, that, "[t]o the extent there's moneys in the estate for distribution, I would direct that Mr. Hatch file an administrative claim based upon his pursuing the activity he did in light of my prior order and that be an administrative priority expense claim." In response to the Court's statement, Western Capital sought $22,444 in fees and $1,313.23 in costs for services performed and costs incurred between Jan. 8, 2010, and May 27, 2010. The Chapter 7 Trustee opposed, arguing, in part, that Western Capital's efforts did not benefit the estate and that Western Capital undertook the majority of its efforts after the Chapter 7 Trustee filed the request for reconsideration. At a June 1, 2012 hearing, the Chapter 7 Trustee said Western Capital's complaint against CrossHarbor and CIP included four claims; three involving avoidance actions and the fourth seeking punitive damages. In early 2011, the Chapter 7 Trustee resolved any potential claims the Estate might have had against CrossHarbor and CIP. The Chapter 7 Trustee testified he did not think CrossHarbor was "threatened" by the claims asserted by Western Capital Partners. Rather, the Chapter 7 Trustee believed a potential breach of fiduciary duty claim and an equitable subordination claim were the impetus for the eventual settlement. Judge Kirscher held that the fees were incurred by Western Capital as it forged ahead with its efforts to pursue CrossHarbor and CIP, even though Western Capital was aware the Chapter 7 Trustee was seeking to retake control of such efforts. Moreover, rather than requesting leave to set the hearing on the Chapter 7 Trustee's request for reconsideration in April, Western Capital set the matter for hearing on May 11, 2010, and continued incurring substantial legal bills during the interim. Western Capital, by its own actions, voluntarily assumed the risk that some, if not all of its fees and costs might not be approved by the Court. A copy of the Court's July 11, 2012 Memorandum of Decision is available at http://is.gd/A04uA3from Leagle.com. About Edra D. Blixseth Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho Mirage and the Yellowstone Club in Montana. Ms. Blixseth filed for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D. Mont. Case No. 09-60452). Gary S. Deschenes, Esq., at Deschenes & Sullivan Law Offices assisted Ms. Blixseth in her restructuring efforts. The Debtor estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The Debtor's case was converted from a Chapter 11 to a Chapter 7 by Court order entered May 29, 2009. Richard J. Samson was appointed as the Chapter 7 Trustee. ELEPHANT TALK: P. Hickman to Serve as New Audit Committee Chair --------------------------------------------------------------- Jacques Kerrest resigned from the Board of Directors of Elephant Talk Communications Corp. to focus on other business activities. At the time of his resignation, Mr. Kerrest was the Chairman of the Audit and Finance Committee, a member of the Nominating and the Corporate Governance Committee and a member of Compensation Committee of the Company. Mr. Kerrest did not resign as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. On July 11, 2012, the Board unanimously appointed Mr. Phil Hickman, a member of the Board and each of the Committees, to serve as the Chairman of the Audit Committee. About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. The Company reported a net loss of $6 million on $8.58 million of revenue for the three months ended March 31, 2012. The Company reported a net loss of $25.31 million in 2011, a net loss of $92.48 million in 2010, and a net loss of $17.29 million in 2009. The Company's balance sheet at March 31, 2012, showed $54.23 million in total assets, $21.95 million in total liabilities and $32.28 million in total stockholders' equity. EMMIS COMMUNICATIONS: Incurs $5 Million Loss in May 31 Quarter -------------------------------------------------------------- Emmis Communications Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common shareholders of $5.03 million on $56.78 million of net revenues for the three months ended May 31, 2012, compared with a net loss attributable to common shareholders of $4.56 million on $61.14 million of net revenues for the same period during the prior year. The Company's balance sheet at May 31, 2012, showed $350.94 million in total assets, $360.51 million in total liabilities, $46.88 million in series A cumulative convertible preferred stock, and a $56.45 million total deficit. A copy of the Form 10-Q is available for free at: http://is.gd/xFEzvC About Emmis Communications Headquartered in Indianapolis, Indiana, Emmis Communications Corporation -- http://www.emmis.com/-- owns and operates 22 radio stations serving New York, Los Angeles, Chicago, St. Louis, Austin, Indianapolis, and Terre Haute, as well as national radio networks in Slovakia and Bulgaria. The company also publishes six regional and two specialty magazines. * * * Emmis carries Caa2 corporate family rating and a Caa3 probability of default rating from Moody's. In July 2011, Moody's Investors Service placed the ratings of Emmis on review for possible upgrade following the company's earnings release for 1Q12 (ended May 31, 2011) including additional disclosure related to the pending sale of controlling interests in three radio stations. The sale of the majority ownership to GCTR will generate estimated net proceeds of approximately $100 million to $120 million, after taxes, fees and related expenses. Emmis will retain a minority equity interest in the operations of the three stations and Moody's expects senior secured debt to be reduced resulting in improved credit metrics. ENERGY CONVERSION: Fires CRO & CFO as Sale of Uni-Solar Fails ------------------------------------------------------------- In connection with the cancellation of Energy Conversion Devices, Inc.'s auction of the going-concern sale of United Solar Ovonic LLC, the discontinuance of the court-approved sale process because of the failure to receive an acceptable qualified bid by the bid deadline and the reduction of its workforce, the Company terminated the employment of Jay B. Knoll, its Executive Vice President and Chief Restructuring Officer, effective as of June 1, 2012, and William C. Andrews, its Executive Vice President and Chief Financial Officer, effective as of July 6, 2012. Messrs. Knoll and Andrews are entitled to certain severance benefits, as generally described under "Post-Employment Benefits". Quarton Partners, the companies' investment banker, is continuing to work with prospective buyers on alternative transactions. In addition, the companies have retained auction services provider Hilco Industrial to prepare for an orderly sale of the companies' assets. About Energy Conversion Energy Conversion Devices -- http://energyconversiondevices.com/ -- has a renowned 51 year history since its formation in Detroit, Michigan and has been a pioneer in materials science and renewable energy technology development. The company has been awarded over 500 U.S. patents and international counterparts for its achievements. ECD's United Solar wholly owned subsidiary has been a global leader in building-integrated and rooftop photovoltaics for over 25 years. The company manufactures, sells and installs thin-film solar laminates that convert sunlight to clean, renewable energy using proprietary technology. ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No. 12-43166) on Feb. 14, 2012. Judge Thomas J. Tucker presides over the case. Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel. The Debtor estimated assets and debts of between $100 million and $500 million as of the petition date. The petition was signed by William Christopher Andrews, chief financial officer and executive vice president. Affiliate United Solar Ovonic LLC filed a separate Chapter 11 petition on the same day (Bankr. E.D. Mich. Case No. 12-43167). Affiliate Solar Integrated Technologies, Inc., filed a petition for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 12-43169). An official committee of unsecured creditors has been appointed in the case. Foley and Lardner, LLP represents the Committee. Scouler & Company, LLC, serves as financial advisor. A group of shareholders had asked a bankruptcy judge to allow it to form an official committee with lawyers and expenses paid for by the company. The company had estimated in court papers that it was worth $986 million, based on nearly $800 million of investment in the manufacturing unit. ENERGY CONVERSION: Prepares for July 18 Confirmation ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Energy Conversion Devices Inc. and operating subsidiary United Solar Ovonic LLC received approval to sell some of their assets in anticipation of a confirmation hearing on July 18 for approval of a liquidating Chapter 11 plan. According to the report, the company canceled an auction and laid off most of the employees because no buyer would offer an acceptable price for the business as a whole. The bankruptcy court signed an order on July 11 authorizing the sale of the facility in Troy, Michigan, for $800,000 to Qatar Solar Energy WLL. The bankruptcy judge in Detroit also approved the sale of inventory being sold at auctions on July 12 and 13. Mr. Rochelle notes that the inability to sell the business as a going concern didn't result in a wipeout for unsecured creditors because ECD entered Chapter 11 with $145 million in unrestricted cash and short-term investments. Consequently, disclosure materials told unsecured creditors with as much as $337 million in claims that they could expect a recovery from 50.1% to 59.3%. After expenses and claims of higher priority are paid, the disclosure statement contains a prediction that $168.7 million to $182.2 million will remain for unsecured creditors. The plan, the report discloses, creates a trust to sell the remaining assets and distribute proceeds in the order of priority laid out in bankruptcy law. A liquidation analysis attached to the disclosure statement shows cash of $139.5 million. When other assets are liquidated, the company projects total proceeds will be $182 million to $196 million. About Energy Conversion Energy Conversion Devices -- http://energyconversiondevices.com/ -- has a renowned 51 year history since its formation in Detroit, Michigan and has been a pioneer in materials science and renewable energy technology development. The company has been awarded over 500 U.S. patents and international counterparts for its achievements. ECD's United Solar wholly owned subsidiary has been a global leader in building-integrated and rooftop photovoltaics for over 25 years. The company manufactures, sells and installs thin-film solar laminates that convert sunlight to clean, renewable energy using proprietary technology. ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No. 12-43166) on Feb. 14, 2012. Judge Thomas J. Tucker presides over the case. Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel. The Debtor estimated assets and debts of between $100 million and $500 million as of the petition date. The petition was signed by William Christopher Andrews, chief financial officer and executive vice president. Affiliate United Solar Ovonic LLC filed a separate Chapter 11 petition on the same day (Bankr. E.D. Mich. Case No. 12-43167). Affiliate Solar Integrated Technologies, Inc., filed a petition for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 12-43169). An official committee of unsecured creditors has been appointed in the case. Foley and Lardner, LLP represents the Committee. Scouler & Company, LLC, serves as financial advisor. A group of shareholders had asked a bankruptcy judge to allow it to form an official committee with lawyers and expenses paid for by the company. The company had estimated in court papers that it was worth $986 million, based on nearly $800 million of investment in the manufacturing unit. The Debtors disclosed that they had canceled the auction of the going concern sale of USO and discontinued the court-approved sale process because of the failure to receive an acceptable qualified bid by the bid deadline. Quarton Partners, the companies' investment banker, is continuing to work with prospective buyers on alternative transactions. In addition, the companies have retained auction services provider Hilco Industrial to prepare for an orderly sale of the companies' assets. ENERGY CONVERSION: Grant Thornton Resigns as Accountant ------------------------------------------------------- Grant Thornton LLP resigned from its role as the independent accountant of Energy Conversion Devices, Inc. Grant Thornton resigned as a result of the bankruptcy filing and ECD's intention not to file any future audited financial statements. Grant Thornton has not performed any auditing services for the Company since prior to the Petition Date. The Company's financial statements for the year ended June 30, 2012, have not been audited. As such, Grant Thornton has not issued a report on the Company's consolidated financial statements for the fiscal year ended June 30, 2012, and, therefore, there is no report which could contain an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports issued by Grant Thornton for the years ended June 30, 2010, and June 30, 2011, did not contain any adverse opinion or disclaimer of opinion, nor were the reports qualified or modified as to uncertainty, audit scope or accounting principles. About Energy Conversion Energy Conversion Devices -- http://energyconversiondevices.com/ -- has a renowned 51 year history since its formation in Detroit, Michigan and has been a pioneer in materials science and renewable energy technology development. The company has been awarded over 500 U.S. patents and international counterparts for its achievements. ECD's United Solar wholly owned subsidiary has been a global leader in building-integrated and rooftop photovoltaics for over 25 years. The company manufactures, sells and installs thin-film solar laminates that convert sunlight to clean, renewable energy using proprietary technology. ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No. 12-43166) on Feb. 14, 2012. Judge Thomas J. Tucker presides over the case. Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel. The Debtor estimated assets and debts of between $100 million and $500 million as of the petition date. The petition was signed by William Christopher Andrews, chief financial officer and executive vice president. Affiliate United Solar Ovonic LLC filed a separate Chapter 11 petition on the same day (Bankr. E.D. Mich. Case No. 12-43167). Affiliate Solar Integrated Technologies, Inc., filed a petition for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 12-43169). An official committee of unsecured creditors has been appointed in the case. Foley and Lardner, LLP represents the Committee. Scouler & Company, LLC, serves as financial advisor. A group of shareholders had asked a bankruptcy judge to allow it to form an official committee with lawyers and expenses paid for by the company. The company had estimated in court papers that it was worth $986 million, based on nearly $800 million of investment in the manufacturing unit. The Debtors disclosed that they had canceled the auction of the going concern sale of USO and discontinued the court-approved sale process because of the failure to receive an acceptable qualified bid by the bid deadline. Quarton Partners, the companies' investment banker, is continuing to work with prospective buyers on alternative transactions. In addition, the companies have retained auction services provider Hilco Industrial to prepare for an orderly sale of the companies' assets. EQUITABLE OF IOWA: Fitch Keeps Rating on Trust Pref. Stock at 'BB' ------------------------------------------------------------------ Fitch Ratings expects to assign a 'BBB-' rating to ING U.S., Inc.'s $850 million planned issuance of 5.5% senior notes due 2022. The transaction is expected to close on July 13, 2012. The net proceeds of this offering will be used for general corporate purposes, including repayment of amounts under the company's senior unsecured credit facility. Pro forma financial leverage is expected to remain near 30%. Fitch maintains a Rating Watch Evolving status on all ratings, including the Insurer Financial Strength ratings on ING U.S.'s life insurance company subsidiaries. Fitch's Rating Watch Evolving is based on uncertainty over ING U.S.'s pending change in ownership and concern over weakness in the company's operating performance. Based on an agreement with the European Commission, ING Group has agreed to divest its global insurance operations by the end of 2013. Fitch expects that the divestiture of ING U.S. will most likely occur via IPO. Fitch expects to assign the following rating: ING U.S., Inc. -- 5.5% senior notes due July 15, 2022 at 'BBB-'; Rating Watch Evolving Fitch maintains the Rating Watch Evolving on the following ratings: ING U.S., Inc. -- Long-term Issuer Default Rating (IDR) 'BBB'; Rating Watch Evolving ING Life Insurance and Annuity Company ING USA Annuity and Life Insurance Company ReliaStar Life Insurance Co. ReliaStar Life Insurance Company of New York Security Life of Denver Insurance Company -- Insurer Financial Strength (IFS) 'A-'; Rating Watch Evolving. Equitable of Iowa Companies, Inc. -- Long-term IDR 'BBB'; Rating Watch Evolving. Equitable of Iowa Companies Capital Trust II -- 8.424% Trust preferred stock 'BB'; Rating Watch Evolving. FENTON SUB: Can Use Wells Fargo Cash Collateral Until July 31 ------------------------------------------------------------- The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the District of Minnesota authorized Fenton Sub Parcel A, LLC, and Bowles Sub Parcel A, LLC's continued access to cash collateral, including rents, that may be subject to the lien of Wells Fargo Bank, N.A., until July 31, 2012. As reported in the Troubled Company Reporter on June 19, 2012, the Debtors had requested for authorization to use cash collateral until Nov. 30, 2012. Wells Fargo serves as trustee for the registered holder of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-LN2. The Debtors relate that the current unpaid balance of the First Mortgage Debt is approximately $8,696,878. The Debtors will use the cash collateral to pay expenses in accordance with the cash flow projections and budget. A full-text copy of the budget is available for free at: http://bankrupt.com/misc/BOWLESSUB_cashcoll-budget.pdf As adequate protection from any diminution in value of the lender's collateral, the Debtors note that lender has a continuing security interest in all postpetition rents pursuant to Section 552 of the Bankruptcy Code. As additional adequate protection, the lender has an equity cushion in its collateral of 30% as of the Petition Date. Wells Fargo is trustee for the registered holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-LN2. The Court also ordered that the Debtors: -- will maintain insurance on the parcels of real estate they own and will reserve on a monthly basis amounts for payments of insurance premiums; -- will pay all real estate taxes on the properties as they become due and will reserve on a monthly basis amounts for payments of the real estate taxes; and -- will continue to maintain the properties to their current standards. About Fenton Sub Parcel D and Bowles Sub Parcel D Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own industrial multi-tenant properties located in the Twin Cities. They are controlled by StoneArch II/WCSE Minneapolis Industrial LLC. StoneArch is the 100% member of Bowles Subsidiary, LLC and of Fenton Subsidiary LLC. Bowles Subsidiary LLC is then the 100% member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is the 100% member of Fenton Sub Parcel D, LLC. In 2007, StoneArch acquired various LLCs, which in turn owned 27 industrial multi- tenant properties located in the Twin Cities. The properties were divided into four separate pools: A, B, C, and D. Fenton Sub Parcel D and Bowles Sub Parcel D jointly own the properties in pool D. As tenants in common, Fenton Sub Parcel D has an undivided 74.5394% interest and Bowles Sub Parcel D has an undivided 25.4606% interest. The Pool D Properties consist of six parcels of real property located in Anoka, Dakota, and Hennepin Counties, Minnesota. The Debtors expect the Pool D Properties to be worth $13,135,656 as of the Petition Date. Although they are two separate legal entities, Fenton Sub Parcel D and Bowles Sub Parcel D have consistently been treated as one enterprise. Hoyt Properties, Inc., acts as agent in managing the Pool D Properties. Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11 bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on June 29, 2011. The Debtors' petitions were signed by Steven Bruce Hoyt, chief manager, who is also a debtor (Bankr. D. Minn. Case No. 11-43816). He is separately represented by Michael C. Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman, P.A. The cases were originally assigned to Judge Dennis D. O'Brien and reassigned to Judge Robert J. Kressel as the cases are related to the Hoyt case, which was filed earlier before Judge Kressel. Cynthia A. Moyer, Esq., James L. Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson & Byron, PA, represent the Debtors. FENTON SUB: Plan Confirmation Hearing Set for July 16 ----------------------------------------------------- The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the District of Minnesota will convene a hearing on July 16, 2012, at 9 a.m. to consider confirmation of Fenton Sub Parcel D, LLC, and Bowles Sub Parcel D, LLC's First Amended Plan of Reorganization dated May 7, 2012. Seven days prior to the hearing date, is set the deadline for (i) filing objections to the Plan confirmation and (ii) ballots accepting or rejecting the Plan. According to the Amended Disclosure Statement, the Plan anticipates that all property of the estate will be vested in the Reorganized Debtors. The Debtors will continue to operate the Pool D Properties, may market the Pool D Properties for sale either individually or in one or more groups, and may seek alternative financing. The secured claim of the lender (Wells Fargo Bank N.A., trustee for the registered holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-LN2, whose agent is the Special Servicer) will be paid in full over time with the income generated by the operation of the Pool D Properties, by the proceeds of the sale(s) of one or more of the Pool D Properties, with the proceeds of new financing, or with a combination of these options. The lender will retain its liens to secure the payments. Steven B. Hoyt's lien in the properties will be released. Unsecured creditors will receive up to 100% of their claims, without interest, from distributions from excess cash generated by postpetition operations and from the sale(s) or refinancing and operations after the lender is paid in full. The Debtors project that the most likely range of recovery for unsecured creditors is between 0% and 85% of their claims. The actual amount to be paid depends on the results of operations and sales or refinancing. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/FENTON_SUB_ds_1amended.pdf Objections to the Disclosure Statement Various parties objected to the approval of the Disclosure Statement explaining the Debtors' Plan dated Jan. 6, 2012. The U.S. Trustee objected to the Disclosure Statement because, among other things: -- does not have adequate information upon which voters can rely upon to make a fully informed vote on the plan; -- is vague about the repayment terms for the unsecured creditors and how unsecured creditors will know that the plan has been completed in the event the ultimate payment is less than 100%. Wells Fargo's objection stated that the Disclosure Statement does not contain adequate information. About Fenton Sub Parcel D and Bowles Sub Parcel D Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own industrial multi-tenant properties located in the Twin Cities. They are controlled by StoneArch II/WCSE Minneapolis Industrial LLC. StoneArch is the 100% member of Bowles Subsidiary, LLC and of Fenton Subsidiary LLC. Bowles Subsidiary LLC is then the 100% member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is the 100% member of Fenton Sub Parcel D, LLC. In 2007, StoneArch acquired various LLCs, which in turn owned 27 industrial multi- tenant properties located in the Twin Cities. The properties were divided into four separate pools: A, B, C, and D. Fenton Sub Parcel D and Bowles Sub Parcel D jointly own the properties in pool D. As tenants in common, Fenton Sub Parcel D has an undivided 74.5394% interest and Bowles Sub Parcel D has an undivided 25.4606% interest. The Pool D Properties consist of six parcels of real property located in Anoka, Dakota, and Hennepin Counties, Minnesota. The Debtors expect the Pool D Properties to be worth $13,135,656 as of the Petition Date. Although they are two separate legal entities, Fenton Sub Parcel D and Bowles Sub Parcel D have consistently been treated as one enterprise. Hoyt Properties, Inc., acts as agent in managing the Pool D Properties. Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11 bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on June 29, 2011. The Debtors' petitions were signed by Steven Bruce Hoyt, chief manager, who is also a debtor (Bankr. D. Minn. Case No. 11-43816). He is separately represented by Michael C. Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman, P.A. The cases were originally assigned to Judge Dennis D. O'Brien and reassigned to Judge Robert J. Kressel as the cases are related to the Hoyt case, which was filed earlier before Judge Kressel. Cynthia A. Moyer, Esq., James L. Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson & Byron, PA, represent the Debtors. FILENE'S BASEMENT: Syms Wins Approval to Send Plan for Voting ------------------------------------------------------------- Syms Corp. and unit Filene's Basement LLC unit won court approval to send a reorganization plan to creditors for a vote. U.S. Bankruptcy Judge Kevin Carey at a hearing Friday in Wilmington, Delaware, approved the Debtor's explanatory disclosure statement. The new plan is the result of a settlement hashed out in June with official committees representing creditors and shareholders. The settlement was reached in mediation conducted by U.S. Bankruptcy Judge James M. Peck from New York. Under the Plan, Syms would manage, lease and sell over the coming years real estate assets valued at about $147 million. A rights offering backstopped by the shareholders' group will provide $25 million of funding to pay off creditors and controlling shareholder Marcy Syms. The company will seek confirmation of the plan at an Aug. 29 hearing. Amended Plan Syms filed an amended reorganization plan last week to add an equity rights offering and a share buyback from majority stockowner Marcy Syms. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Syms told shareholders in revised disclosure materials that they can expect the stock they retain in the reorganized company to be worth $1.50 to $2 a share, assuming the real estate in lower Manhattan is valued at $147 million. The Bloomberg report relates that, according to the Disclosure Statement revised July 12, if the property is developed and held for four or five years before sale, the value may rise as much as $120 million, increasing the value of equity by $7.22 a share. Syms shares fell 48% after the July 12 to close at $4.05 in over- the-counter trading. According to Mr. Rochelle, terms of the Plan include: -- Syms unsecured creditors, with claims estimated at $54 million, will be paid in full without interest as money becomes available from the sale of real estate. Interest will begin to accrue on the portion of claims not paid by October 2015. -- Filene's unsecured suppliers, with claims of about $8.8 million, will be paid like Syms creditors. They have the option of not accepting the compromise, while being paid no more than 2% initially with the right to sue Syms. Syms estimates that unsecured claims total as much as $110 million. -- Filene's landlords, with claims of about $36.9 million not guaranteed by Syms, will be paid 75% over time, with interest accruing after October 2015. -- Marcy Syms, who owns about 54.7% of the existing equity, has agreed to sell her shares back to the company for $2.49 share, or a total of $19.5 million. She will be paid for her stock from 40% of sale proceeds until she has received $10.7 million. She won't receive the remainder until unsecured creditors have been paid in full. In return, she will receive a release of claims. -- There will be a rights offering for existing shareholders, who may buy about 10 million shares of new stock for $2.49 a share. Members of the shareholders' committee are committed to purchase any stock not bought by other shareholders. The shareholders backstopping the rights offering won't receive backstop fees other than payment of counsel fees. The Bloomberg report relates that the sale of new stock in the rights offering will bring the total outstanding to about 16.6 million. Shareholders who don't buy in the rights offering will be diluted by about 13%. The backstopping parties may end up owning as much as 60% of the equity. No secured claims remain against the Debtors. About Filene's Basement & Syms Corp. Massachusetts-based Filene's Basement, also called The Basement, is the oldest off-price retailer in the United States. The Basement focuses on high-end goods and is known for its distinctive, low-technology automatic markdown system. Filene's Basement first filed for Chapter 11 bankruptcy protection in August 1999. Filene's Basement was bought by a predecessor of Retail Ventures, Inc., the following year. Retail Ventures in April 2009 transferred the unit to Buxbaum. Filene's Basement, Inc. and its affiliates filed for Chapter 22 (Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by lawyers at Pachulski Stang Ziehl & Jones LLP. Epiq Bankruptcy Solutions serves as claims and notice agent. The Debtors disclosed assets of $236 million, including real estate of $97.7 million, and liabilities of $94 million, including $31.1 million owing on a revolving credit with Bank of America NA as agent. In addition, there were $11.1 million in letters of credit outstanding on the revolver. The 2009 Debtor was formally renamed FB Liquidating Estate, following the sale of all of its assets to Syms Corp. in June 2009. Pursuant to the Liquidating Plan confirmed in January 2010, secured creditors in the Chapter 11 case have been paid in full, and holders of priority, administrative and convenience class claims have received 100% of their allowed claims. As reported by the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen, Chairman of Abacus Advisors LLC and Chief Restructuring Officer for FB Liquidating Estate disclosed that a second distribution of dividend checks to Filene's unsecured creditors amounting to 12.5% of approved claims has been made, bringing the cumulative distributions on unsecured claims to 62.5%. On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-13511 to 11-13514) after a failed bid to sell the business. The two units are Syms Clothing Inc. and Syms Advertising Inc. Judge Kevin J. Carey presides over the case. Lawyers at Skadden Arps Slate Meagher & Flom LLP serve as the Debtors' counsel. The Debtors tapped Rothschild Inc. as investment banker and Cushman and Wakefield Securities, Inc., as real estate financial advisors. Syms shuttered its namesake and Filene's Basement outlets upon the bankruptcy filing and tapped a joint venture of Gordon Brothers Retail Partners LLC and Hilco Merchant Resources LLC to run the going-out-of-business sales. The sale may continue until Jan. 31, 2012. Filene's Basement estimated $1 million to $10 million in assets and $50 million to $100 million in debts. The petitions were signed by Gary Binkoski, authorized representative of Filene's Basement. The official committee of unsecured creditors appointed in the 2011 case has retained Hahn & Hessen LLP as legal counsel. Holders of equity in Syms Corp. pushed for an official shareholders' committee and separation of the Syms and Filene's Basement bankruptcy estates. Gordon Brothers and Hilco are represented by Goulston & Storrs, P.C. and Ashby & Geddes, P.A. FUEL DOCTOR: Faces Securities Fraud Complaint in Calif. ------------------------------------------------------- Fuel Doctor Holdings, Inc., and Fuel Doctor LLC, the Company's wholly-owned subsidiary, were served with notice that on June 29, 2012, Touchstone Advisors, Inc., and Donald Danks, as Trustee for the Danks Family Trust, est. 1/5/90 filed a complaint in the Superior Court of the State of California, County of Los Angeles, Central District, Case No. BC487476, alleging, among other things, securities fraud, fraud, breach of contract and unjust enrichment against the Company, its officers directors and certain other named individuals, in connection with, among other things, a General Management and Capital Advisory Services Agreement, dated March 9, 2011, by and between the Company and Touchstone and certain promissory notes issued by the Company to Danks. Plaintiff is seeking, among other things, unspecified compensatory and punitive damages, restitution, legal fees, interest and such other relief as the Court deems just and proper. The Company's time to answer or move with respect to the Complaint has not yet expired. However, the Company, its officers and directors deny the material allegations of the Complaint and intend to vigorously defend this action. On March 6, 2012, the Company filed a complaint against Touchstone in the Court related to Touchstone's failure, among other things, to provide promised capital in a merger and reorganization (Case No. BC479694). In its operative complaint, the Company has asserted causes of action for breach of contract, breach of the implied covenant of good faith and fair dealing, breach of fiduciary duty, violation of the registration requirements of California securities law, unjust enrichment, and a common count to recover securities delivered by mistake. The Company is seeking rescission of a transfer of the Company's securities to Touchstone, damages of at least $100,000, treble damages, disgorgement, punitive damages, attorneys' fees and costs of suit, and interest. This case is currently pending. About Fuel Doctor Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the exclusive distributor for the United States and Canada of a fuel efficiency booster (the FD-47), which plugs into the lighter socket/power port of a vehicle and increases the vehicle's miles per gallon through the power conditioning of the vehicle's electrical systems. The Company has also developed, and plans on continuing to develop, certain related products. For the nine months ended Sept. 30, 2011, the Company has reported a net loss of $1.9 million on $811,576 of revenues, compared with a net loss of $1.7 million on $603,329 of revenues for the corresponding period last year. The Company had an accumulated deficit at Sept. 30, 2011, had a net loss and net cash used in operating activities for the interim period then ended. "While the Company is attempting to generate sufficient revenues, the Company's cash position may not be sufficient to support the Company's daily operations," the Company said in the filing. GARLOCK SEALING: Asbestos Panel Hires Motley/Waters for Estimation ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of North Carolina, according to Garlock Sealing Technologies LLC, et al.'s case docket, authorized the Official Committee of Asbestos Personal Injury Claimants to retain Motley Rice LLC and Waters & Kraus LLP as special litigation counsel, effective as of June 7, 2012. ACC has tapped the firms for certain purposes related to the proceeding for the estimation of Debtors' aggregate liability for asbestos-related claims for personal injury and wrongful death. The Committee and the Debtors take different approaches to estimation of the aggregate asbestos liability of the estates. Debtors style their approach as "merits-based". As the Court has succinctly put it, they envisage "an estimation calculated by projecting the number of claimants based upon occupation groups and predicting the likelihood of recovery for separate groups to reach an aggregate damage amount, and then reducing that by other sources of recovery." The Committee intends to follow the approach carried out in many previous asbestos bankruptcies to show what the Debtors would have to pay to resolve all present and future asbestos claims outside of bankruptcy. Under this approach, the value of pending claims, the number of future claims, the rate at which such claims will be resolved by payment, and the timing and value of such payments will be extrapolated from Debtors' own claims history, with adjustments based on trends and developments in the tort system. In effect, the estimation trial will involve two distinct cases: the one the Debtors will present and the one to be presented by the Committee and the Future Claimants' Representative. Special Litigation Counsel's responsibility would focus on responding to and rebutting the technical and scientific aspects of Debtors' approach to estimation, like their contentions regarding the effects of the "encapsulation" of asbestos in their products, the differences among asbestos fiber types with respect to the propensity to cause mesothelioma, the type and extent of fiber exposures needed to cause mesothelioma, the epidemiology of asbestos-related diseases, and the contents and meaning of the relevant scientific studies and literature. If the testimony of lay witnesses becomes germane to the technical and scientific issues, Special Litigation Counsel will participate in the discovery and presentation of such evidence and the making of related arguments. The Committee's lead counsel, Caplin & Drysdale, will be in overall charge of the Committee's efforts with regard to estimation. Caplin & Drysdale will present the Committee's own affirmative estimation case through lay witnesses, experts, and documentary evidence. When it comes to the Debtors' Case-in- Chief, Caplin & Drysdale's role will be to coordinate, and integrate into the Committee's overall position the efforts of Special Litigation Counsel aimed at responding to technical and scientific aspects of the evidence and arguments to be presented by Debtors and any parties allied with them. Special Litigation Counsel will focus primarily on responding to the Debtors' Case- in-Chief, and more particularly on those aspects of the Debtors' approach that depend upon Technical Experts, although Special Litigation Counsel will also handle the same sorts of issues if they arise in the context of Debtors' opposition to the ACC/FCR's Case-in-Chief. The main tasks to be carried out by Special Litigation Counsel will consist of (i) examining upon deposition and at trial any Technical Experts designated by Debtors or other parties opposing the Committee, (ii) eliciting reports from Technical Experts as the Committee may designate, (iii) defending depositions, and presenting testimony at the estimation trial, and (iv) making or responding to arguments to the Court, written and oral, concerning the subject matters implicated by the testimony of Technical Experts and the foundation for their opinions. Motley Rice and Waters & Kraus will be paid at these hourly rates: Professional Firm Hourly Rate ------------ ---- ----------- Nathan D. Finch, Esq. Motley Rice $680 James Ledlie, Esq. Motley Rice $500 Kristen Hermiz, Esq. Motley Rice $300 Laura Holcomb, Paralegal Motley Rice $225 Peter A. Kraus, Esq. Waters & Kraus $735 Jonathan A. George, Esq. Waters & Kraus $705 Scott F. Frost, Esq. Waters & Kraus $625 Motley Rice represents Ruth Sossamon, a member of the Committee, in the affairs of the Committee. Joseph F. Rice of Motley Rice serves as Co-Chair of the Committee. Waters & Kraus represents John Koeberle, a member of the Committee, in the affairs of the Committee. To the best of ACC's knowledge, Motley Rice and Water & Kraus are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co- counsel. About 124,000 asbestos claims are pending against Garlock in stateand federal courts across the country. The Company says majority of pending asbestos actions against it is stale and dormant -- almost 110,000 or 88% were filed more than four years ago and more than 44,000 or 35% were filed more than 10 years ago. GELTECH SOLUTIONS: Posts $1.2 Million Net Loss in March 31 Quarter ------------------------------------------------------------------ Geltech Solutions, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $1.17 million on $41,408 of sales for the three months ended March 31, 2012, compared with a net loss of $1.53 million on $55,645 of sales for three months ended March 31, 2011. For the nine months ended March 31, 2012, the Company reported a net loss of $4.04 million on $304,361 of sales, compared with a net loss of $4.30 million on $144,839 of sales for the nine months ended March 31, 2011. Geltech Solution's balance sheet at Dec. 31, 2011, showed $1.07 million in total assets, $1.94 million in total liabilities, and stockholders' deficit of $864,769. As reported in the TCR on Oct. 3, 2011, Salberg & Company, P.A., in Boca Raton, Florida, expressed substantial doubt about GelTech's ability to continue as a going concern, following the Company's results for the fiscal year ended June 30, 2011. The independent auditors noted that the Company has a net loss and net cash used in operating activities in 2011 of $6,026,641 and $3,636,213, respectively, and has an accumulated deficit of $15,669,827 at June 30, 2011. A copy of the Form 10-Q is available for free at: http://is.gd/iAW5uO Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware corporation organized in 2006. GelTech is focused on marketing four products: (1) FireIce(R), a water soluble fire retardant used to protect firefighters, structures and wildlands; (2) Soil2O(R) Dust Control, the Company's new application which is used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues; (3) Soil2O(R), a product which reduces the use of water and is primarily marketed to golf courses and the agriculture market; and (4) FireIce(R) Home Defense Unit, a system for applying FireIce(R) to structures to protect them from wildfires. Additionally, GelTech owns a United States patent for a method to modify weather. GENON REMA: Moody's Cuts Ratings on Sr. Secured Certs. to 'B1' -------------------------------------------------------------- Moody's Investor Service downgraded the senior secured pass- through certificates of GenOn REMA, LLC (GREMA) to B1 from Ba1 concluding the rating review that commenced on December 16, 2011. Concurrent with this rating action, Moody's affirmed the Corporate Family Rating and Probability of Default Rating of GenOn Energy, Inc. (GEN) along with GEN's B3 senior unsecured rating. As part of this rating action, Moody's revised GEN's Speculative- Grade Liquidity rating to SLG-2 from SGL-1 and also upgraded the GEN's senior secured revolver and term loan to B1 from B2. Debt instrument ratings at GenOn Americas Generation, LLC (GENAG, B3 Senior Unsecured) and at GenOn Mid-Atlantic, LLC (GENMA, Ba1 Senior Secured) are also affirmed. The rating outlook for GEN, GREMA, GENMA, and GENAG is negative. Ratings Rationale "Low gas prices combined with stricter environmental regulations continue to create headwinds for the GenOn family and especially for GREMA, which will depend on cash injections by its parent to fund mandated environmental retro-fits over the next several years. A prolonged period of projected negative free cash flow at GREMA along with the announced deactivation/retirement of 68% of its base-load generating assets outweigh the structural protections of the lease. GREMA's reliance on GEN for capital injections lead us to move GREMA's rating closer to GEN's Corporate Family Rating," said Bill Hunter, VP and Senior Analyst. "Notwithstanding this stress, Moody's views the parent's willingness to invest in the GREMA portfolio as a credit positive for the long-term viability of certain of its assets." "Overall, GEN's good liquidity (including $1.7 billion of unrestricted cash at 3/31/12) continues to be an important support for its ratings during the current period of low natural gas prices," Mr. Hunter continued. "The revision of the liquidity rating to SGL-2 is based on Moody's belief that, while GEN is likely to meet its obligations over the next 12 months from internal sources, the company may rely on external sources of committed financing, including the Marsh Landing project loan facility. In light of expected near-term negative free cash flow, Moody's anticipates that the level of unrestricted cash will decline over time and view the degree of cash burn as an important future determinant for the ratings." GEN's B2 Corporate Family Rating is based on a diversified portfolio of power plants, a meaningful percentage of hedged and contracted revenues, an apparently successful merger integration, and the combination of good liquidity and the stated importance of liquidity to senior management. These positive factors are balanced against high leverage, dependence on coal fired power plants in PJM for a majority of cash flows, volatile power prices that have been in a trough over the past six months due to the impact of shale gas, markedly decreased generation during the same period, and substantial announced plant retirements and deactivations due to increasingly stringent environmental regulations. Following Moody's loss given default (LGD) methodology, the rating upgrade of GEN's senior secured revolver and term loan to B1 from B2 reflects a reassessment of the collateral that secures the revolver and term loan, as compared to the outstanding indebtedness under those obligations and relative to the assets that support other parts of the financial structure. Changing industry trends, including increased capacity factors at gas-fired plants, announced plant retirements and more robust RPM auctions in PJM West were factors that led to this reassessment concerning the power plants that are pledged to GEN's senior secured creditors. Moody's notes that its LGD methodology is based on an assessment of the relative priority of creditor groups within the family's financial structure while assuming an average recovery percentage for each industry, and it does seek to provide a valuation of specific collateral or pools of power plants. For the GenOn family the final LGD ratings are also based on single-notch adjustments to the LGD model (upward for GEN unsecured, GENMA and GENAG, downward for GEN secured and GREMA) based on factors including historical and expected stand-alone cash flow generation at the unit or its direct subsidiaries, hedging at the unit, the need for parental support to meet financial obligations, and the need to provide support to subsidiaries. The negative outlooks for GEN, GENMA, GENAG and GREMA reflect the impact of shale gas on power prices, the potential for a long-term compression of coal fired generators' gross margins, and the potential for further environmental regulations, while acknowledging that GEN has prepared itself to withstand a multi- year period of low power prices by husbanding its liquidity and reducing costs, and that parts of its fleet are relatively well positioned in terms of location and environmental compliance. While forward curves indicate an expectation of higher power prices in the future, if these higher prices are not realized in the next 12-18 months, negative ratings actions could result. Ratings Downgraded Issuer: GenOn REMA, LLC Senior Secured: B1, LGD 3 -- 32% from Ba1, LGD 2 -- 15% Outlook: Revised to Negative from RUR-Down Ratings Upgraded Issuer: Genon Energy, Inc. Senior Secured: B1, LGD 3 -- 32% from B2, LGD 3 -- 45% Senior Secured Bank Facility: B1, LGD 3 - 32% from B2, LGD 3 - 45% Outlook: Negative Ratings Affirmed; Revised Speculative-Grade Liquidity Rating: Issuer: Genon Energy, Inc. Corporate Family Rating: B2 Probability of Default Rating: B2 Senior Unsecured: B3 Speculative-Grade Liquidity Rating: Revised to SGL-2 from SGL-1 Outlook: Negative Ratings Affirmed: Issuer: GenOn Americas Generation, LLC Senior Unsecured: B3 Outlook: Negative Issuer: GenOn Mid-Atlantic, LLC Senior Secured: Ba1, LGD 2 -- 15% Outlook: Negative LGD Point Estimates Adjusted: Issuer: Genon Energy, Inc. Senior Unsecured: Adjusted to LGD 5 -- 77% from LGD 5 -- 73% Issuer: GenOn Americas Generation, LLC Senior Unsecured: Adjusted to LGD 5 -- 77% from LGD 5 -- 73% In light of the negative outlook, limited prospects exists for GEN's ratings to be upgraded in the intermediate term. Longer- term, GEN's ratings could be upgraded if there were a material improvement in forward capacity prices and/or energy prices (and especially the dark spread) that could be locked in, such that CFO pre-WC/Debt would be expected to exceed 10% and FCF/Debt would be expected to be flat or positive on a sustainable basis. GEN's ratings could be downgraded if power prices experienced over the past 6 months were to continue at or about the same levels for the next 6-12 months with no expectation of subsequent material improvement, if environmental regulations were to materially increase/accelerate Capex or expected plant shutdowns, if the liquidity cushion were materially eroded or management were to change its policy of maintaining sufficient liquidity. In addition, ratings could be downgraded if Moody's expectation of sustained cash flows were to change, such that CFO pre-WC/Debt would be expected to be lower than 5% and FCF/Debt would be expected to be negative 10% or worse on a sustained basis. GenOn Energy Inc., based in Houston, Texas, is a US merchant power holding company that was formed in December, 2010 from the merger of Mirant Corporation and Reliant Resources Inc. The methodologies used in this rating were Unregulated Utilities and Power Companies published in August 2009, Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009 and Speculative Grade Liquidity Ratings published in September 2002. GLASGOW SAVINGS: Closed; Regional Missouri Assumes All Deposits --------------------------------------------------------------- Glasgow Savings Bank of Glasgow, Mo., was closed on Friday, July 13, 2012, by the Missouri Division of Finance, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Regional Missouri Bank of Marceline, Mo., to assume all of the deposits of Glasgow Savings Bank. The sole branch of Glasgow Savings Bank will reopen during its normal banking hours as a branch of Regional Missouri Bank. Depositors of Glasgow Savings Bank will automatically become depositors of Regional Missouri Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Glasgow Savings Bank should continue to use their existing branch until they receive notice from Regional Missouri Bank that it has completed systems changes to allow other Regional Missouri Bank branches to process their accounts as well. As of March 31, 2012, Glasgow Savings Bank had around $24.8 million in total assets and $24.2 million in total deposits. In addition to assuming all of the deposits of the failed bank, Regional Missouri Bank agreed to purchase essentially all of the assets. Customers with questions about the transaction should call the FDIC toll-free at 1-800-822-1918. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/glasgow.html The FDIC estimates that the cost to the Deposit Insurance Fund will be $0.1 million. Compared to other alternatives, Regional Missouri Bank's acquisition was the least costly resolution for the FDIC's DIF. Glasgow Savings Bank is the 33rd FDIC-insured institution to fail in the nation this year, and the first in Missouri. The last FDIC-insured institution closed in the state was Sun Security Bank, Ellington, on Oct. 7, 2011. GMX RESOURCES: BlackRock Disposes Of Shares, Stake Now 2.24% ----------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, BlackRock, Inc., disclosed that, as of June 29, 2012, it beneficially owns 1,638,565 shares of common stock of GMX Resources, Inc., representing 2.24% of the shares outstanding. BlackRock previously reported beneficial ownership of 3,881,672 common shares or a 6.42% equity stake as of Dec. 30, 2011. A copy of the amended filing is available for free at: http://is.gd/pRJtRw 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 net losses of $206.44 million in 2011, $138.29 million in 2010, and $181.08 million in 2009. The Company's balance sheet at March 31, 2012, showed $502.38 million in total assets, $468.47 million in total liabilities and $33.91 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." GRAY TELEVISION: BlackRock Equty Stake Down to 2.31% ---------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, BlackRock, Inc., disclosed that, as of June 29, 2012, it beneficially owns 1,187,802 shares of common stock of Gray Television Inc. representing 2.31% of the shares outstanding. BlackRock previously reported beneficial ownership of 2,987,866 common shares or a 5.81% equity stake as of Dec. 30, 2011. A copy of the amended filing is available for free at: http://is.gd/Xst5QZ About Gray Television Formerly known as Gray Communications System, Atlanta, Georgia- based Gray Television, Inc., is a television broadcast company. Gray currently operates 36 television stations serving 30 markets. Each of the stations are affiliated with either CBS (17 stations), NBC (10 stations), ABC (8 stations) or FOX (1 station). In addition, Gray currently operates 38 digital second channels including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal Sports Network affiliates plus 8 local news/weather channels and 1 "independent" channel in certain of its existing markets. * * * Gray Television carries 'Caa1' corporate family rating and probability of default rating, with stable outlook, from Moody's. "Moody's views the company's current level of financial leverage, as exacerbated by a concentrated maturity profile, to be unsustainable for a TV broadcaster and indicative of elevated restructuring risk over the longer-term," said Moody's Russell Solomon, Senior Vice President, in April 2010. Pro forma for the pending transaction, all of Gray's debt (including its debt-like Series D Preferred Stock) comes due in 2014-2015. Moody's believes Gray will need to significantly reduce its debt with free cash flow and will probably need to issue additional equity in order to further moderate its leverage profile over the next few years prior to accessing the capital markets again to refinance current obligations. The Caa1 CFR incorporates Moody's view that leverage will remain excessive over at least the next two years. As reported by the TCR on April 9, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Atlanta, Ga.-based TV broadcaster Gray Television Inc. to 'B' from 'B-'. "The 'B' rating reflects company's still-high debt leverage and weak discretionary cash flow, as well as our expectation that the company will maintain adequate headroom with its financial covenants in the absence of any further tightening of covenant thresholds. The stable rating outlook reflects our expectation that Gray will maintain lease-adjusted debt to average trailing- eight-quarter EBITDA below 7.5x. We also expect the company to generate modest positive discretionary cash flow in 2012," S&P said. GRAY TELEVISION: Expects to Report $94.7MM 2nd Quarter Revenue -------------------------------------------------------------- Gray Television, Inc., announced summary preliminary results of operations for the three month and six month periods ended June 30, 2012. The Company expects operating revenue of $94.69 million for the three months ended June 30, 2012, compared with an actual operating revenue of $76.20 million for the same period during the prior year. For the first half of 2012, the Company anticipates an operating revenue of $175.36 million compared with an actual operating revenue of $145.94 million for the same period a year ago. A copy of the press release is available for free at: http://is.gd/Fs9HFZ About Gray Television Formerly known as Gray Communications System, Atlanta, Georgia- based Gray Television, Inc., is a television broadcast company. Gray currently operates 36 television stations serving 30 markets. Each of the stations are affiliated with either CBS (17 stations), NBC (10 stations), ABC (8 stations) or FOX (1 station). In addition, Gray currently operates 38 digital second channels including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal Sports Network affiliates plus 8 local news/weather channels and 1 "independent" channel in certain of its existing markets. The Company's balance sheet at Dec. 31, 2011, showed $1.23 billion in total assets, $1.08 billion in total liabilities, $24.84 million in preferred stock, and $122.95 million in total stockholders' equity. * * * Gray Television carries 'Caa1' corporate family rating and probability of default rating, with stable outlook, from Moody's. "Moody's views the company's current level of financial leverage, as exacerbated by a concentrated maturity profile, to be unsustainable for a TV broadcaster and indicative of elevated restructuring risk over the longer-term," said Moody's Russell Solomon, Senior Vice President, in April 2010. Pro forma for the pending transaction, all of Gray's debt (including its debt-like Series D Preferred Stock) comes due in 2014-2015. Moody's believes Gray will need to significantly reduce its debt with free cash flow and will probably need to issue additional equity in order to further moderate its leverage profile over the next few years prior to accessing the capital markets again to refinance current obligations. The Caa1 CFR incorporates Moody's view that leverage will remain excessive over at least the next two years. As reported by the TCR on April 9, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Atlanta, Ga.-based TV broadcaster Gray Television Inc. to 'B' from 'B-'. "The 'B' rating reflects company's still-high debt leverage and weak discretionary cash flow, as well as our expectation that the company will maintain adequate headroom with its financial covenants in the absence of any further tightening of covenant thresholds. The stable rating outlook reflects our expectation that Gray will maintain lease-adjusted debt to average trailing- eight-quarter EBITDA below 7.5x. We also expect the company to generate modest positive discretionary cash flow in 2012," S&P said. GREYSTONE LOGISTICS: Reports $2.3-Mil. Net Income in Fiscal 2012 ---------------------------------------------------------------- Greystone Logistics, Inc., recorded sales for the corporate year ending May 31, 2012, $24,186,047 compared to $20,501,824 in fiscal year 2011 for an increase of $3,684,223 or 18%. The Company recorded net income of $2,323,756 during fiscal year 2012 compared to a net loss of ($847,204) in fiscal year 2011. Earnings before interest taxes depreciation or amortization (EBITDA) for the Company, excluding EBITDA with respect to non-controlling interests, were $3,889,956 for fiscal year 2012. Warren Kruger, CEO, stated, "Our entire organization is delivering on the Company's goals and producing results that are in line with the expectations laid out in our business plan. The diligence and patience exhibited while working through an extended series of challenges and opportunities is being rewarded. Plastic pallets are more frequently being recognized as a necessity rather than a luxury and our 100% recycled plastic products help the environment while providing sustainable money saving solutions. Growth is coming from a broad range of products with concentrations in the beverage, agriculture, and pharmaceutical industries." Kruger continued, "Looking ahead to our corporate fiscal year 2013, we will earnestly continue to build value for our shareholders as I anticipate a double digit increase in revenue from resin sales, current pallet designs and new products and innovations in the pipeline." A copy of the press release is available for free at: http://is.gd/Y026Xd About Greystone Logistics Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB - News) -- http://www.greystonelogistics.com/-- manufactures and sells plastic pallets through its wholly owned subsidiary, Greystone Manufacturing, LLC. Greystone sells its pallets through direct sales and a network of independent contractor distributors. Greystone also sells its pallets and pallet leasing services to certain large customers direct through its President, Senior Vice President of Sales and Marketing and other employees. As reported by the TCR on Sept. 20, 2011, HoganTaylor LLP, in Tulsa, Oklahoma, said Company has a working capital deficit of $5,141,078, stockholders' deficit of $14,206,077 and total deficit of $9,704,991. The independent auditors noted that these deficits raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Feb. 29, 2012, showed $12.98 million in total assets, $20.92 million in total liabilities and a $7.94 million total deficit. H P D LLC: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------- Debtor: H P D, LLC P.O. Box 8589 Greenville, NC 27835 Bankruptcy Case No.: 12-05036 Chapter 11 Petition Date: July 11, 2012 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: Trawick H Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 E-mail: efile@stubbsperdue.com Scheduled Assets: $1,701,704 Scheduled Liabilities: $2,443,393 A copy of the Company's list of its seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nceb12-05036.pdf The petition was signed by Harold P. Dew, member-manager. HAMANN HOLDINGS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Hamann Holdings Two dba Susanville Rv Park fdba Mountainview Rv Park P.O. Box 18461 Fountain Hills, AZ 85269 Bankruptcy Case No.: 12-15477 Chapter 11 Petition Date: July 11, 2012 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: George B. Nielsen Jr. Debtor's Counsel: James M. McGuire, Esq. DAVIS MILES MCGUIRE GARDNER, PLLC 80 E. Rio Salado Parkway, Suite 401 Tempe, AZ 85281 Tel: (480) 733-6800 Fax: (877) 715-7366 E-mail: jmcguire@davismiles.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/azb12-15477.pdf The petition was signed by Marvin Hamann, manager. HARD ROCK QUARRY: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Hard Rock Quarry Corp. fka Hard Rock Aggregates Inc URB Valle Verde 1102 Calle Sendero Ponce, PR 00716 Bankruptcy Case No.: 12-05543 Chapter 11 Petition Date: July 13, 2012 Court: United States Bankruptcy Court District of Puerto Rico (Ponce) Debtor's Counsel: Modesto Bigas Mendez, Esq. BIGAS & BIGAS P.O. Box 7462 Ponce, PR 00732 Tel: (787) 844-1444 Fax: (787) 842-4090 E-mail: modestobigas@yahoo.com Scheduled Assets: $1,500,000 Scheduled Liabilities: $1,250,579 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Linnette I Maldonado Nieves, president. HART CREEK RANCH: Court Slashes Creditor's Claim for Legal Fees --------------------------------------------------------------- Hart Creek Ranch, LLC, obtained a partially victory after Chief Bankruptcy Judge Terry L. Myers in Idaho sustained, in part, the Debtor's objection to a proof of claim filed by secured creditor Blackburne & Sons Realty Capital Corporation. After its unsuccessful attempt to have the Debtor's case converted to Chapter 7 liquidation or dismissed, Blackburne filed a claim asserting a total obligation of $945,046 of which $175,777 was allegedly secured. A component of the claim was $30,827 in postpetition attorneys' fees and $26.90 in post-petition costs. The Debtor argued that, since Blackburne indicated that a portion of its claim is undersecured, it could not claim postpetition attorneys' fees and costs under 11 U.S.C Sec. 506(b). The Debtor also said the $30,827.00 in fees claimed is facially unreasonable. The Debtor pointed out that its own counsel successfully defended the Conversion Motion, and performed all other services required in the case, in far less time and at one-third the amount. Blackburne is represented in the case by lawyers at Boise, Idaho- based firm, Angstman Johnson: Matthew Ryden, Esq. ($225 per hour), Matthew Christensen, Esq. ($215 per hour), and a paraprofessional ($95 per hour). The Debtor suggested a reasonable fee would be 10 hours total to prepare and argue the Conversion Motion (effectively $2,250 at Mr. Ryden's hourly rate), plus one-half of the $12,455 in "general work" (i.e., $6,227.50) for a total of $8,477.50. Blackburne continued to maintain the entire $30,827 is reasonable and should be allowed under Sec. 506(b). In its ruling, the Court allowed Blackburne's total Sec. 506(b) attorneys' fees of $15,368.75 for the period of time from the petition date through and including April 16, 2012. A copy of the Court's July 12, 2012 Memorandum of Decision is available at http://is.gd/JzTOg3from Leagle.com. About Hart Creek Ranch Hart Creek Ranch, LLC, in Oreana, Idaho, filed for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. 12-00059) on Jan. 11, 2012. The Debtor holds interest in a 546-acre parcel of real property in Oreana along with another 160 acre parcel. Bankruptcy Judge Terry L. Myers presides over the case. Patrick John Geile, Esq., at Foley Freeman, PLLC, serves as the Debtor's counsel. In its petition, the Debtor listed $1 million to $10 million in assets and debts. The petition was signed by Lorna Steiner, manager. The Debtor has filed a proposed chapter 11 plan and disclosure statement. The Debtor alleged its property has a value of $1,900,000. HAWKER BEECHCRAFT: Bank Debt Trades at 25% Off in Secondary Market ------------------------------------------------------------------ Participations in a syndicated loan under which Hawker Beechcraft is a borrower traded in the secondary market at 74.94 cents-on- the-dollar during the week ended Friday, July 13, 2012, an increase of 17.39 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 200 basis points above LIBOR to borrow under the facility. The bank loan matures on March 26, 2014. The loan is one of the biggest gainers and losers among 156 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Hawker Beechcraft Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, manufactures business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. Hawker Beechcraft reported a net loss of $631.90 million on $2.43 billion of sales in 2011, compared with a net loss of $304.30 million on $2.80 billion of sales in 2010. Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012, having already negotiated a plan that eliminates $2.5 billion in debt and $125 million of annual cash interest expense. The plan, to be filed by June 30, will give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and 49%-owned by Onex Corp. The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion in total assets, $3.73 billion in total liabilities and a $956.90 million total deficit. Other claims include pensions underfunded by $493 million. Hawker's legal representative is Kirkland & Ellis LLP, its financial advisor is Perella Weinberg Partners LP and its restructuring advisor is Alvarez & Marsal. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Sidley Austin LLP serves as legal counsel and Houlihan Lokey Howard & Zukin Capital Inc. serves as financial advisor to the DIP Agent and the Prepetition Agent. Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of senior secured prepetition lenders holding 70% of the loans. Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee of holders of the 8.500% Senior Fixed Rate Notes due 2015 and 8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes Company. The members of the Ad Hoc Committee -- GSO Capital Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims or manage accounts that hold claims against the Debtors' estates arising from the purchase of the Senior Notes. Deutsche Bank National Trust Company, the indenture trustee for senior fixed rate notes and the senior PIK-election notes, is represented by Foley & Lardner LLP. An Official Committee of Unsecured Creditors appointed in the case has selected Daniel H. Golden, Esq., and the law firm of Akin Gump Strauss Hauer & Feld LLP as legal counsel. HOPE CLINIC: Case Summary & 11 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Hope Clinic, LLC P.O. Box 1116 Moncks Corner, SC 29461-1116 Bankruptcy Case No.: 12-04277 Chapter 11 Petition Date: July 11, 2012 Court: United States Bankruptcy Court District of South Carolina (Charleston) Judge: David R. Duncan Debtor's Counsel: Elizabeth M. Atkins, Esq. 778 St. Andrews Blvd. Charleston, SC 29407 Tel: (843) 763-0333 E-mail: ematkins2000@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/scb12-04277.pdf The petition was signed by Temisan Etikerentse MD. HORIZON LINES: Beach Point Ownership at 12.3% as of July 3 ---------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Beach Point Capital Management LP and Beach Point GP LLC disclosed that, as of July 3, 2012, they beneficially own 3,956,413 shares of common stock of Horizon Lines, Inc., representing 12.33% of the shares outstanding. The percent of class is based on 32,082,256 shares of common stock outstanding as of July 3, 2012, based on information provided by Horizon. Beach Point previously reported beneficial ownership of 1,065,412 common shares or a 32.67% equity stake as of Dec. 7, 2011. A copy of the amended filing is available for free at: http://is.gd/QgA6sA 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. Horizon Lines reported a net loss of $229.41 million in 2011, a net loss of $57.97 million in 2010, and a net loss of $31.27 million in 2009. The Company's balance sheet at March 25, 2012, showed $640.74 million in total assets, $828.54 million in total liabilities, and a $187.79 million total stockholders' deficiency. 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. * * * In June 2012, Moody's Investors Service affirmed Horizon Lines, Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating ("PDR") at Caa2 and removed the LD ("Limited Default") designation from the rating in recognition of the conversion to equity of the $228 million of Series A and Series B Convertible Senior Secured notes due in October 2017 ("Notes"). Moody's said the affirmation of the Corporate Family and Probability of Default ratings considers that total debt has been reduced by the conversion of the Notes, but also recognizes the significant operating challenges that the company continues to face. HORIZON LINES: Beach Point SCF Ownership at 4.66% as of July 3 -------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Beach Point SCF I LP, Beach Point Advisors LLC, BPC Opportunities Fund LP, and BPC Opportunities Fund GP LP disclosed that, as of July 3, 2012, they beneficially own 1,495,810 shares of common stock of Horizon Lines, Inc., representing 4.66% of the shares outstanding. Beach Point SCF previously reported beneficial ownership of 376,270 common shares or a 14.55% equity stake as of Dec. 7, 2011. A copy of the amended filing is available for free at: http://is.gd/rOxRhh 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. Horizon Lines reported a net loss of $229.41 million in 2011, a net loss of $57.97 million in 2010, and a net loss of $31.27 million in 2009. The Company's balance sheet at March 25, 2012, showed $640.74 million in total assets, $828.54 million in total liabilities, and a $187.79 million total stockholders' deficiency. 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. * * * In June 2012, Moody's Investors Service affirmed Horizon Lines, Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating ("PDR") at Caa2 and removed the LD ("Limited Default") designation from the rating in recognition of the conversion to equity of the $228 million of Series A and Series B Convertible Senior Secured notes due in October 2017 ("Notes"). Moody's said the affirmation of the Corporate Family and Probability of Default ratings considers that total debt has been reduced by the conversion of the Notes, but also recognizes the significant operating challenges that the company continues to face. HORIZON LINES: Virginia Retirement Shares Down to 4.10% ------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Virginia Retirement System disclosed that, as of July 3, 2012, it beneficially owns 1,316,803 shares of common stock of Horizon Lines, Inc., representing 4.10% of the shares outstanding. Virginia Retirement previously reported beneficial ownership of 331,241 common shares or a 10.16% equity stake as of Dec. 7, 2011. A copy of the amended filing is available for free at: http://is.gd/aPTzhz 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. Horizon Lines reported a net loss of $229.41 million in 2011, a net loss of $57.97 million in 2010, and a net loss of $31.27 million in 2009. The Company's balance sheet at March 25, 2012, showed $640.74 million in total assets, $828.54 million in total liabilities, and a $187.79 million total stockholders' deficiency. 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. * * * In June 2012, Moody's Investors Service affirmed Horizon Lines, Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating ("PDR") at Caa2 and removed the LD ("Limited Default") designation from the rating in recognition of the conversion to equity of the $228 million of Series A and Series B Convertible Senior Secured notes due in October 2017 ("Notes"). Moody's said the affirmation of the Corporate Family and Probability of Default ratings considers that total debt has been reduced by the conversion of the Notes, but also recognizes the significant operating challenges that the company continues to face. INDIANA STEEL AND TUBE: Has 5-Member Creditors' Panel ----------------------------------------------------- Nancy J. Gargula, the United States Trustee in Indianapolis, Indiana, appointed five members to the Official Committee of Unsecured Creditors in the Chapter 11 case of Indiana Steel and Tube, Inc. The committee members are: (1) Mill Steel Attn: Eric Lambert 5116 36th St. Grand Rapids, MI 49512 Tel: 616-977-9030 tx E-mail: eric.lambert@millsteel.com (2) Mainline Metals, Inc. Attn: Bob Dubin 21 Bala Avenue Bala Cynwyd, PA 19004 Tel: 610-668-0888 Fax: 610-668-1790 (3) NK Steel Attn: Kerry Nagle 31731 Northwestern Hwy. Farmington Hills, MI 48334 Tel: 248-865-9000 ext. 116 E-mail: knagle@nk-steel.com (4) Lombard Metals Corporation Attn: John Ruttenburg 3 Bala Plaza, Ste. 202 Bala Cynwyd, PA 19004 Tel: 215-922-6855 Fax: 215-689-2904 E-mail: jr@lombardmetals.com (5) West Boca Metals Attn: Stuart Fox 8177 W. Glades Rd., Suite 101 Boca Raton, FL 33434 Tel: 561-477-2470 E-mail: stu@westbocametals.com The U.S. Trustee is represented in the case by: Jeannette Eisan Hinshaw, Esq. Office of the United States Trustee 101 W. Ohio Street, Suite 1000 Indianapolis, IN 46204 Tel: (317) 226-5322 direct Fax: (317) 226-6356 fax E-mail: Jeannette.Hinshaw@usdoj.gov About Indiana Steel and Tube Indiana Steel and Tube, Inc., filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 12-91512) in New Albany, Indiana on July 10, 2012. Indiana Steel and Tube operates a cold roll steel mill producing high quality steel tubing in Brownstown, Indiana. The Debtor in early January 2012 began to experience some working capital issues and an inventory imbalance. Senior management made a decision to liquidate some inventory in order to create additional working capital liquidity. By the end of February 2012 it became evident to senior management that while a portion of the finished goods inventory had been liquidated the liquidity issue had not improved and that there was a discrepancy between the actual and book inventory. Accounting firm Agresta, Storms & O'Leary, PC, which was enlisted by the Debtor, discovered the inventory discrepancy was substantial. The Debtor notified its lender Indiana Bank & Trust Co. of the issue, and continued to investigate the issue with Agresta. The Debtor's investigation is still ongoing. As a result of the Debtor's inventory discrepancy, its cash availability with IBT was significantly reduced. Although IBT has worked with the Debtor in stabilizing operations, the Debtor needs additional liquidity to fill customer orders and reach optimal operational efficiency. The Debtor filed for Chapter 11 to obtain a better forum to seek additional operating capital either through a sale or third party investor. Judge Basil H. Lorch III presides over the case. Jeffrey J. Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius & Hollister LLP, serve as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million in both assets and debts. The petition was signed by Dillard Wittymore, III, chief executive officer. INDIANA STEEL AND TUBE: U.S. Trustee Objects to DIP Loan -------------------------------------------------------- Nancy J. Gargula, the United States Trustee in Indianapolis, Indiana, filed a limited objection to the request of Indiana Steel and Tube, Inc., to obtain postpetition secured financing. The U.S. Trustee objects to certain language in the proposed DIP Financing order. Among others, the U.S. Trustee said the granting of a super-priority administrative expense will eviscerate the rights and remedies of reclamation claimants whether under state or federal law; and the granting of lien on preference and fraudulent transfer actions, and elevation of pre-petition debt to post-petition debt status. The U.S. Trustee also objects to the proposed DIP order being binding to any Chapter 7 trustee, in the event the case is converted to a Chapter 7 liquidation; and the failure to provide for fees for counsel to the Official Committee of Unsecured Creditors. The U.S. Trustee said the Committee should first be given an opportunity to obtain counsel and make its own objection to the DIP Financing Motion. A hearing on the Motion for DIP Financing is set for July 12, 2012, at 10:00 a.m. Results of the hearing have not been posted on the case docket as of press time. About Indiana Steel and Tube Indiana Steel and Tube, Inc., filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 12-91512) in New Albany, Indiana on July 10, 2012. Indiana Steel and Tube operates a cold roll steel mill producing high quality steel tubing in Brownstown, Indiana. The Debtor in early January 2012 began to experience some working capital issues and an inventory imbalance. Senior management made a decision to liquidate some inventory in order to create additional working capital liquidity. By the end of February 2012 it became evident to senior management that while a portion of the finished goods inventory had been liquidated the liquidity issue had not improved and that there was a discrepancy between the actual and book inventory. Accounting firm Agresta, Storms & O'Leary, PC, which was enlisted by the Debtor, discovered the inventory discrepancy was substantial. The Debtor notified its lender Indiana Bank & Trust Co. of the issue, and continued to investigate the issue with Agresta. The Debtor's investigation is still ongoing. As a result of the Debtor's inventory discrepancy, its cash availability with IBT was significantly reduced. Although IBT has worked with the Debtor in stabilizing operations, the Debtor needs additional liquidity to fill customer orders and reach optimal operational efficiency. The Debtor filed for Chapter 11 to obtain a better forum to seek additional operating capital either through a sale or third party investor. Judge Basil H. Lorch III presides over the case. Jeffrey J. Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius & Hollister LLP, serve as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million in both assets and debts. The petition was signed by Dillard Wittymore, III, chief executive officer. INTERNATIONAL HOME: Settlement with FirstBank Puerto Rico OK'd -------------------------------------------------------------- The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico approved a settlement agreement/ stipulation as to the use of cash collateral entered between debtors International Home Products Inc., et al., and lender FirstBank Puerto Rico. The terms of the agreement include, among other things: 1. The Debtors will limit their request for cash collateral to the use and sale of the inventory of IHP and HDI, free and clear of all liens. 2. As adequate protection, the Debtors will make cash payments to FBPR equal to the indubitable equivalent of the items needed from the IHP and HDI inventory as per the value at cost of each unit. FBPR will release any liens it may have over the specific inventory items for which it receives payment from Debtors. 3. The Debtors agree to pay FBPR $196,570, for the first partial release of IHP's inventory, free and clear of liens. 4. The funds available for the initial cash payments to FBPR for the partial release of IHP's and HDI's inventory, free and clear of liens, will come primarily from postpetition secured financing. A copy of the settlement is available for free at http://bankrupt.com/misc/INTLHOME_cashcoll_settlement.pdf As reported in the Troubled Company Reporter on June 7, 2012, as adequate protection for the use of its cash collateral, the Lender is granted adequate protection liens on all property of the Debtor's estate to secure an amount of Prepetition Debt equal to any decrease in the value of the Lender's interest in the Prepetition Collateral occurring subsequent to the Petition Date. The Debtor must be able to purchase inventory and pay employees and vendors to maintain operations. If the Debtor is unable to purchase new inventory and pay its employees it will have to cease operations and lay off more than 266 employees. The Debtor has tried to negotiate with First Bank for the use of the alleged cash collateral but the parties have been unable to reach an agreement and the bank is requesting additional real estate from third parties as collateral. With respect to the line of credit number, which is guaranteed by the account receivables and inventory, the value of the collateral exceeds the amount of the debt by $17,045,886. Therefore, there is sufficient equity cushion to adequately protect First Bank from any loss in the value of the same. First Bank-Puerto Rico, as secured creditor, has earlier opposed the use by the Debtor of the Bank's cash collateral due to the lack of adequate protection for its interest in the Cash Collateral. Furthermore, the Debtor has incurred and continues to incur in wrongful acts that place the Bank's Cash Collateral in considerable risk. Without adequate protection, and absent a viable reorganization strategy, the Bank's Cash Collateral will diminish post-petition as a result of Debtor's deteriorating financial condition. A copy of the budget is available for free at: http://bankrupt.com/misc/INTERNATIONALHOME_cash coll.pdf In a separate filing, the Court authorized the Debtors, to obtain postpetition secured financing. The Court also ordered that all repayment obligations be afforded superpriority status. About International Home Products International Home Products, Inc., is engaged in the sale, financing of "Lifetime" cookware and other kitchenware as well as sale of account receivables in the secondary market. It is the exclusive distributor of "Lifetime" products in Puerto Rico for over 40 years. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 12-02997) on April 19, 2012. Carmen D. Conde Torres, Esq., in San Juan, P.R., serves as the Debtor's counsel. Wigberto Lugo Mendel, CPA, serves as its accountants. The Debtor disclosed $66,155,798 and $43,350,031 in liabilities as of the Chapter 11 filing. Secured lender First-Bank Puerto Rico is represented by Manuel Fernandez-Bared, Esq., and Jane Patricia Van Kirk, Esq., at Toro, Colon, Mullet, Rivera & Sifre, P.S.C. IVEDA SOLUTIONS: Had $795,100 Net Loss in First Quarter ------------------------------------------------------- Iveda Solutions, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $795,141 on $710,825 of revenue for the three months ended March 31, 2012, compared with a net loss of $440,517 on $283,903 of revenue for the same period of 2011. The Company's balance sheet at March 31, 2012, showed $3.79 million in total assets, $2.04 million in total liabilities, and stockholders' equity of $1.75 million. As reported in the TCR on April 9, 2012, Albert Wong & Co., in Hong Kong, expressed substantial doubt about Iveda Solutions' ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has suffered recurring losses from operations and has a significant accumulated deficit. "In addition, the Company continues to experience negative cash flows from operations." A copy of the Form 10-Q is available for free at: http://is.gd/7H1xEi Iveda Solutions, Inc., is a premier online surveillance technology innovator and Managed Video Services provider. Based in Mesa, Ariz., with a subsidiary in Taiwan (MEGAsys), the Company develops and markets enterprise-class video hosting and real-time remote surveillance services. Iveda Solutions has a SAFETY Act Designation by the Department of Homeland Security as a Qualified Anti-Terrorism Technology provider. J & J DEVELOPMENTS: Kansas Convenience Stores File Chapter 11 ------------------------------------------------------------- J & J Developments Inc. filed a Chapter 11 petition (Bankr. D. Kan. Case No. 12-11881) in Wichita, Kansas, on July 12, 2012. The Debtor filed on the petition date motions to use cash collateral, maintain its bank accounts, pay wages, and bar utilities from discontinuing services. The Debtor also filed an application to employ Redmond & Nazar, LLP, as attorney. The Debtor is a real estate holding company holding title to real estate in more than 20 locations in Kansas. Many of those locations contain convenience stores. The Debtor is requesting an expedited hearing on the first day motions. The Debtor says there is an immediate and irreparable need for the use of the funds generated to pay the wages, salaries and utility expenses and to deal with certain issues involving maintenance of bank accounts. The Debtor must use the proceeds generated during the operation of the business in order to meet the ordinary necessary operating expenses, wages and rents, so that it may continue to operate its business in a normal fashion. JAMES RIVER: BlackRock Stake Down to 6.33% as of June 29 -------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, BlackRock, Inc., disclosed that, as of June 29, 2012, it beneficially owns 2,275,988 shares of common stock of James River Coal Co. representing 6.33% of the shares outstanding. BlackRock previously reported beneficial ownership of 4,178,413 common shares or a 11.72% equity stake as of Dec. 30, 2011. A copy of the amended filing is available for free at: http://is.gd/PMcsw7 About James River Headquartered in Richmond, Virginia, James River Coal Company (NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines, processes and sells bituminous steam and industrial-grade coal primarily to electric utility companies and industrial customers. The company's mining operations are managed through six operating subsidiaries located throughout eastern Kentucky and in southern Indiana. The Company reported a net loss of $39.08 million in 2011, compared with net income of $78.16 million in 2010. The Company's balance sheet at March 31, 2012, showed $1.36 billion in total assets, $984.91 million in total liabilities and $383.57 million in total shareholders' equity. * * * As reported by the TCR on June 28, 2012, Standard & Poor's Ratings Services lowered its corporate credit rating on Richmond, Va.- based James River Coal Co. to 'CCC+' from 'B-'. "The downgrade reflects our assessment that market demand for coal has deteriorated such that we expect James River Coal's performance will likely be materially lower than we previously expected," said Standard & Poor's credit analyst Megan Johnston. In April 2012, Moody's Investors Service affirmed the company's B3 corporate family rating (CFR) and SGL-3 speculative grade liquidity rating, indicating an adequate liquidity position. The B3 CFR is principally constrained by a high cost position, high leverage, meaningful decrease in thermal coal prices, and likelihood of margin compression in thermal coal business as existing contracts roll off over the next year. The ratings also consider relatively high thermal coal inventories and generally stagnant coal demand at the power utilities. JOHN PATRICK RAYNOR: Nebraska Court Rejects Contempt Bid -------------------------------------------------------- Bankruptcy Judge Timothy J. Mahoney declined to grant the request of John Patrick Raynor for contempt against a former business partner turned adversary. Because of financial problems with one of his investments, John Raynor, an attorney and investor, filed a Chapter 11 case (Bankr. D. Neb. Case No. 04-83112) in 2004. The bankruptcy case was converted to Chapter 7 and Mr. Raynor received a discharge of his pre-petition obligations in 2005. One of the businesses he invested in was A & G Precision Parts LLC and a related entity, A & G Precision Parts Finance LLC. Both of these entities were limited liability companies and, initially, he was a member of the LLC. Five Points Bank in Grand Island, Nebraska, loaned funds to the companies and Mr. Raynor and other investors, including plaintiff Dennis Walker, signed a note to Five Points Bank on behalf of the LLC in their personal capacities. Mr. Raynor's obligation was discharged in the 2005 bankruptcy case. The bankruptcy case is still not closed and the trustee/estate owns Mr. Raynor's interest in A & G. In 2008, Mr. Raynor signed a note to First State Bank which refinanced the Five Points Bank note. The note to First State Bank was eventually defaulted upon and First State Bank looked first to Mr. Walker for payment. In 2009, Mr. Walker and the LLCs sued Mr. Raynor in the bankruptcy case in an attempt to set aside the discharge with regard to the obligation to Mr. Walker and the bank or, alternatively, for a finding that the discharge was not binding upon Mr. Walker because Mr. Walker was not listed as a creditor and did not receive official notice of the bankruptcy case. The court found that Mr. Walker had actual notice of the bankruptcy case and dismissed the adversary case, Adv. Proc. No. A09-8015. First State Bank sued Mr. Walker on the note. Mr. Walker then settled with First State Bank and took over the lawsuit in state court. An amended complaint was filed naming Mr. Raynor which included not only Mr. Raynor's obligation on the First State Bank note, but other claims against Mr. Raynor which pre-dated his bankruptcy. Mr. Raynor moved to reopen the adversary proceeding, A09-8015, for the purpose of bringing a contempt of court action for violating the discharge injunction. Mr. Walker, by counsel, resisted the reopening of the adversary proceeding and filed an affidavit alleging that the state court case did not deal with discharged debt. After a hearing, the adversary proceeding was reopened and eventually Mr. Raynor filed a motion in the adversary proceeding requesting that the court find Mr. Walker, his attorney Diana Vogt, and the Sherrets law firm in contempt for their actions in state court violating the discharge injunction and their actions in the bankruptcy court by filing false affidavits. The court held a hearing on the motion on affidavit evidence. Mr. Walker's affidavit was admitted. It claimed Mr. Raynor had caused Mid City Bank to forward Mr. Walker's financial statement to First State Bank at the time of refinancing the Five Points Bank note, and that Mr. Raynor did so without the authority of Mr. Walker. In her testimony, Ms. Vogt admitted the first amended complaint violated the discharge injunction. She also admitted that she filed one or more erroneous affidavits in the bankruptcy court before she recognized the drafting error in the complaint. Judge Mahoney agrees there was a violation of the discharge injunction and that one or more erroneous affidavits have been filed by Ms. Vogt. "I further find that, at the time she filed the erroneous affidavits, she did not realize her statements were in error. I find that the inclusion of inaccurate statements was not intentional. I further find that Mr. Raynor has shown no evidence of harm, other than the expenditure of his time to bring the matters to Ms. Vogt's attention," Judge Mahoney said. According to Judge Mahoney, the failure to supervise an associate and read the final draft of the state court complaint before filing it and continuing failure to read it even after Mr. Raynor brought the pre-petition claims to her attention are serious mistakes by Ms. Vogt. However, viewed in light of the circumstances as explained by her under rigorous examination by Mr. Raynor, such mistakes are not in the nature of contempt of court. The case is A & G PRECISION PARTS, an Oregon LLC; A & G PRECISION PARTS FINANCE, a South Dakota LLC; and DENNIS WALKER, individually and as a member of A & G Precision Parts and A & G Precision Parts Finance, Plaintiffs, v. JOHN RAYNOR, Defendant, A09-8015-TJM (Bankr. D. Neb.). A copy of the Court's July 12, 2012 Order is available at http://is.gd/53gVOvfrom Leagle.com. KIM'S PROVISION: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Kim's Provision Co., Inc. Hunts Point Coop Market, Building G-2 Bronx, NY 07102 Bankruptcy Case No.: 12-27247 Chapter 11 Petition Date: July 10, 2012 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Morris Stern Debtor's Counsel: Sangwon D. Sohn, Esq. SANGWON D. SOHN, ATTORNEY AT LAW 2071 Lemoine Avenue, Suite 301 Fort Lee, NJ 07024 Tel: (201) 947 5225 Fax: (201) 947-5355 E-mail: SWDSohn@Gmail.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its seven largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/njb12-27247.pdf The petition was signed by Ki Kim, president. LDK SOLAR: Owns 71.4% of Solar Power Common Shares -------------------------------------------------- LDK Solar Co. Ltd., disclosed in an amended Schedule 13D filing with the U.S. Securities and Exchange Commission that, as of June 27, 2012, it beneficially owns 141,517,570 shares of common stock of Solar Power, Inc., representing 71.4% of the shares outstanding. A copy of the filing is available for free at: http://is.gd/w0TKDR About LDK Solar LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-Tech Industrial Park, Xinyu City, Jiangxi Province, People's Republic of China, is a vertically integrated manufacturer of photovoltaic products, including high-quality and low-cost polysilicon, solar wafers, cells, modules, systems, power projects and solutions. LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by LDK New Energy, a British Virgin Islands company wholly owned by Xiaofeng Peng, LDK's founder, chairman and chief executive officer, to acquire all of the equity interests in Jiangxi LDK Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited. KPMG in Hong Kong, China, said in a May 15, 2012, audit report, there is substantial doubt on the ability of LDK Solar Co., Ltd. to continue as a going concern. According to KPMG, LDK Solar has a net working capital deficit and is restricted to incur additional debt as it has not met a financial covenant ratio under a long-term debt agreement as of Dec. 31, 2011. These conditions raise substantial doubt about the Group's ability to continue as a going concern. The Company's balance sheet at March 31, 2012, showed US$6.63 billion in total assets, US$5.96 billion in total liabilities, US$228.21 million in redeemable non-controlling interests and US$447.32 million in total equity. LEVEL 3: Board Determines BlackRock as "Exempt Person" ------------------------------------------------------ The Board of Directors of Level 3 Communications, Inc., determined that BlackRock, Inc., and those of its subsidiaries, which act, or may in the future act, as managers or investment advisors of various investment funds and accounts are collectively an "Exempt Person" pursuant to clause (iv) of the definition of that term in the Company's Rights Agreement, dated as of April 10, 2011, between the Company and Wells Fargo Bank, N.A., as rights agent. The Rights Agreement is in place to deter acquisitions of the Company's common stock, par value $.01 per share, that would potentially limit the Company's ability to use its built-in losses and any resulting net loss carryforwards to reduce potential future federal income tax obligations. In general terms, the rights issued under the Rights Agreement impose a significant penalty to any person, together with its affiliates, that acquires more than 4.9% of the Common Stock, unless that person is an "Exempt Person" or is otherwise excluded from the Rights Agreement. BlackRock has affirmatively agreed that (i) neither BlackRock nor any of the Funds will acquire beneficial ownership of more than 4.9% of the Common Stock and (ii) the Funds do not have any formal or informal understanding among themselves, or with BlackRock, to make "coordinated acquisitions" of Common Stock such that they would be treated as a single "entity" within the meaning of Section 1.382-3(a)(1) of the regulations of the Department of the Treasury. The Board determined to include the BlackRock Investors within the definition of "Exempt Person" so long as they remain in compliance with those agreements. About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. The Company reported a net loss of $756 million in 2011, a net loss of $622 million in 2010, and a net loss of $618 million in 2009. The Company's balance sheet at March 31, 2012, showed $13.07 billion in total assets, $11.76 billion in total liabilities, and $1.31 billion in total stockholders' equity. * * * Level 3 Communications carries a 'Caa1' corporate family rating, and 'Caa2' probability of default rating, with negative outlook from Moody's, a 'B-' issuer default rating from Fitch, and 'B-' long term issuer credit ratings from Standard & Poor's. As reported by the TCR on April 2, 2012, Fitch Ratings upgraded Level-3 Communications' Issuer Default Rating to 'B' from 'B-' on Oct. 4, 2011, and assigned a Positive Outlook. The rating action followed LVLT's announcement that the company closed on its previously announced agreement to acquire Global Crossing Limited (GLBC) in a tax-free, stock-for-stock transaction. LOCATION BASED TECH: Has $1.83 Million Net Loss in May 31 Quarter ----------------------------------------------------------------- Location Based Technologies, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $1.83 million on $133,716 of revenue for the three months ended May 31, 2012, compared with a net loss of $1.19 million on $4,575 of revenue for the three months ended May 31, 2011. For the nine months ended May 31, 2012, the Company reported a net loss of $5.07 million on $368,440 of revenue, compared with a net loss of $5.27 million on $9,442 of revenue for the nine months ended May 31, 2011. The Company's balance sheet at May 31, 2012, showed $7.64 million in total assets, $5.44 million in total liabilities, $499,387 of commitments and contingencies, and stockholders' equity of $1.70 million. "The Company has incurred net losses since inception, and as of May 31, 2012, had an accumulated deficit of $42,125,209. These conditions raise substantial doubt as to the Company's ability to continue as a going concern." As reported in the TCR on Dec. 2, 2011, Comiskey & Company, in Denver Colorado, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal year ended Aug. 31, 2011. The independent auditors noted that the Company has incurred recurring losses since inception and has an accumulated deficit in excess of $37,000,000. "There is no established sales history for the Company's products, which are new to the marketplace." A copy of the Form 10-Q is available for free at: http://is.gd/oFTDal Irvine, Calif.-based Location Based Technologies, Inc., designs, develops, and sells leading-edge personal locator devices and services. CONFORCE INTERNATIONAL: Recurring Losses Cue Going Concern Doubt ---------------------------------------------------------------- Conforce International Inc. filed on July 13, 2012, its annual report on Form 10-K for the fiscal year ended March 31, 2012. BDO Canada LLP, in Markham, Ontario, expressed substantial doubt about Conforce's ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring losses and its ability to continue as a going concern will depend on its ability to generate positive cash flows from operations or secure additional financing. The Company reported a net loss of US$3.81 million on US$107,122 of product revenue for fiscal 2012, compared with a net loss of US$2.11 million on US$305,824 of product revenue for fiscal 2011. The Company's balance sheet at March 31, 2012, showed US$4.94 million in total assets, US$2.08 million in total liabilities, and stockholders' equity of US$2.86 million. A copy of the Form 10-K is available for free at: http://is.gd/l6oiBS Concord, Ontario-based Conforce International Inc. has developed a polymer based composite flooring system for the transportation industry trademarked under the name EKO-FLOR through its 100% owned subsidiary Conforce Container Corporation. The composite flooring product has been designed to provide an environmentally friendly product to increase ocean-going container and highway trailer performance while reducing overall costs. MARTIN MARIETTA: Moody's Assigns 'Ba1' CFR/PDR; Outlook Negative ---------------------------------------------------------------- Moody's Investors Service downgraded Martin Marietta Materials, Inc.'s senior unsecured ratings to Ba1 from Baa3, downgraded its commercial paper rating to Not-Prime from Prime-3. In addition, Moody's has assigned the company a Ba1 Corporate Family Rating, a Ba1 Probability of Default Rating, and an SGL-3 Speculative Grade Liquidity Rating. The outlook is negative. This concludes the review for possible downgrade initiated on December 12, 2011. The following rating actions were taken: Corporate family rating, Ba1 assigned; Probability of default rating, Ba1 assigned; Senior unsecured ratings, downgraded to Ba1, LGD4-56% from Baa3; Commercial paper rating, downgraded to Not-Prime from Prime-3; Speculative grade liquidity rating, SGL-3 assigned; Negative outlook. Rating Rationale The downgrade results from elevated financial leverage, soft interest coverage, liquidity risks, and management's willingness to take on greater financial and strategic risk than previously presumed. The downgrade reflects adjusted debt-to-EBITDA leverage that stands above 3.5x and EBIT-to-interest coverage that remains below 4x. The company's covenant compliance cushion appears tight in light of current leverage levels and anticipated step-downs in its covenant test. Martin Marietta's evidences willingness to take on greater financial and strategic risk than previously presumed as indicated by its unsolicited bid for Vulcan Materials Company. The rating incorporates the risk that the company may re-initiate its bid for Vulcan once allowed to do so, or may seek other, potentially debt financed, acquisitions to bolster languishing organic growth. Martin Marietta's Ba1 ratings benefit from the company's position as one of the North America's leading aggregates producers; typically stable operating performance in most, but not all economic scenarios; and diverse end-markets including public, private residential and non-residential construction. However, Moody's notes its diversity did not fully mitigate against the nation-wide declines in private residential and non-residential construction experienced during the most recent recession. Elevated financial leverage and cyclical weakness constrain the rating. The company lacks multinational diversity, as it effectively derives all of its income from operations in North America. The company is smaller in scale than more highly rated building materials companies. Declining public sector construction activity, and still weak private construction levels also present credit risks. SGL-3 speculative grade liquidity rating reflects Martin Marietta's adequate liquidity profile, supported by the availability of $213 million under its unsecured revolving credit facility due 2015, absence of near-term debt maturities, and Moody's expectation that the company will remain operating cash flow positive over the next twelve months. Liquidity, however, is constrained by a rather low cash balance of $45 million at March 31, 2012, moderate covenant clearance levels, and pending covenant test level tightening over the next several quarters. The negative outlook reflects Martin Marietta's limited covenant cushion and available credit, future acquisition risk, and generally soft operating conditions despite improved first quarter performance and recent multi-year federal highway reauthorization. The rating would be placed under review for downgrade in the event that the company reinitiates its acquisition attempt for Vulcan Materials Company. Material debt reduction and improved and sustained operating margins and cash flow, would lead to upward rating consideration. Adjusted debt-to-EBITDA trending below 3.0x and adjusted EBIT-to- interest expense consistently above 4.0x, and rebuilding abundant liquidity would support positive rating pressure. Martin Marietta's ratings could be pressured in the event that the company's liquidity deteriorated or if stressed conditions in the end markets cause a negative impact on credit metrics, including adjusted debt-to-EBITDA exceeding 4.0x and adjusted EBIT-to- interest expense declining below 2.5x. The rating would likely be downgraded in the event that Martin Marietta completed an acquisition of Vulcan Materials company along the lines previously considered. The principal methodology used in rating Martin Marietta was the Global Building Materials Industry Methodology published in July 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Raleigh, North Carolina, Martin Marietta Materials, Inc. is one of the leading United States producers of aggregates for infrastructure, commercial, agricultural and residential construction. Aggregates account for nearly 90% of the company's revenues. The company also manufactures magnesia-based chemical products, and dolomitic lime in its Specialty Products segment. In the LTM period ending March 31, 2012 Martin Marietta generated approximately $1.8 billion in revenues. MDC 4 LLC: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------- Debtor: MDC 4, LLC 2070 South Orange Blossom Trail Apopka, FL 32703 Bankruptcy Case No.: 12-09389 Chapter 11 Petition Date: July 11, 2012 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: David R. McFarlin, Esq. WOLFF, HILL, MCFARLIN & HERRON, P.A 1851 West Colonial Drive Orlando, FL 32804 Tel: (407) 648-0058 Fax: (407) 648-0681 E-mail: dmcfarlin@whmh.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb12-09389.pdf The petition was signed by Kenneth L. Wood, managing member. Affiliates that previously filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- G.W. Partners, Ltd. 1 12-02046 02/17/12 G.W. Partners, Ltd. 2 12-02046 02/17/12 G.W. Partners, Ltd. 3 12-02047 02/17/12 MDC 2, LLC 12-09323 07/10/12 MDC 5, LLC 12-04678 04/09/12 MDC 9, LLC 12-02048 02/17/12 MILESTONE SCIENTIFIC: Four Directors Elected at Annual Meeting -------------------------------------------------------------- Milestone Scientific Inc. held its 2012 annual meeting of stockholders on June 6, 2012. At that meeting, stockholders: * elected four incumbent directors to serve until the next annual meeting of the Company's stockholders or until their respective successors have been duly elected and qualified, namely (1) Leslie Bernhard, (2) Leonard A. Osser, (3) Pablo Felipe Serna Cardenas, and (4) Leonard M. Schiller; and * approved, on an advisory basis, the appointment of Holtz Rubenstein Reminick, LLP, as the Company's independent auditors for the 2012 fiscal year. About Milestone Scientific Piscataway, N.J.-based Milestone Scientific Inc. (OTC BB: MLSS) -- http://www.milestonescientific.com/-- is engaged in pioneering proprietary, highly innovative technological solutions for the medical and dental markets. Central to the Company's IP platform and product development strategy is its patented CompuFlo(R) technology for the improved and painless delivery of local anesthetic. In its report on the Company's 2011 financial results, Holtz Rubenstein Reminick LLP, 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 suffered recurring losses from operations since inception. The Company reported a net loss of $1.48 million in 2011, compared with a net loss of $614,508 in 2010. The Company's balance sheet at March 31, 2012, showed $6.47 million in total assets, $4.62 million in total liabilities and $1.85 million in total stockholders' equity. MMD HOTEL: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: MMD Hotel Kilgore LP dba Manor Inn fdba Ramada Inn of Kilgore 3501 Highway 259 North Kilgore, TX 75662 Bankruptcy Case No.: 12-60579 Chapter 11 Petition Date: July 10, 2012 Court: U.S. Bankruptcy Court Eastern District of Texas (Tyler) Debtor's Counsel: Arthur I. Ungerman, Esq. ARTHUR I. UNGERMAN, ATTORNEY AT LAW 8140 Walnut Hill Lane, Suite 301 Dallas, TX 75231 Tel: (972) 239-9055 Fax: (972) 239-9886 E-mail: arthur@arthurungerman.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Mahesh Patel, managing partner. MOUNTAIN PROVINCE: Closes Transfer of North Property to Kennady --------------------------------------------------------------- Mountain Province Diamonds Inc. has completed the plan of arrangement on July 6, 2012, pursuant to which Mountain Province transferred the Kennady North property to Kennady Diamonds Inc. Upon completion of the transfer of the Kennady North property and working capital of C$3M to Kennady Diamonds in exchange for 16,143,111 shares of Kennady Diamonds, Mountain Province distributed the shares of Kennady Diamonds to Mountain Province shareholders on the basis of one Kennady Diamonds' share for every five shares of Mountain Province held by shareholders. Shareholders entitled to receive Kennady Diamonds shares will receive evidence of the electronic registration of ownership of the Kennady Diamonds shares under the Direct Registration System adopted by the Transfer Agent, as soon as practicable following the Effective Date. Mountain Province shareholders voted in favor of the special resolution on April 25, 2012, approving the Arrangement. The Court issued a final order approving the Arrangement on April 30, 2012. The Arrangement also received conditional approval of the Toronto Stock Exchange on May 25, 2012. The TSX Venture Exchange conditionally approved the listing of the Kennady Diamonds shares on June 8, 2012. Kennady Diamonds has been listed on the TSX Venture Exchange under the symbol KDI, and begins trading July 10, 2012. About Mountain Province Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit known as the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49% interest in the Gahcho Kue Project. The Company's balance sheet at March 31, 2012, showed C$66.84 million in total assets, C$13.13 million in total liabilities, and C$53.70 million in total shareholders' equity. The Company reported a net loss of C$11.53 million for the year ended Dec. 31, 2011, compared with a net loss of C$14.53 million during the prior year. After auditing the financial statements for the year ended Dec. 31, 2011, KPMG LLP, in Toronto, Canada, noted that the Company has incurred a net loss in 2011 and expects to require additional capital resources to meet planned expenditures in 2012 that raise substantial doubt about the Company's ability to continue as a going concern. MPG OFFICE: KPMG Mortgage Loan Extended 1 Year to October 2013 -------------------------------------------------------------- MPG Office Trust, Inc., has extended the maturity date of its mortgage loan at KPMG Tower in Downtown Los Angeles for an additional one year, to Oct. 9, 2013. As part of the extension, the Company repaid $35 million of principal, which reduced the outstanding loan balance from $400 million to $365 million. Additionally, the Company funded a $5 million leasing reserve and agreed to a full cash sweep of excess operating cash flow beginning on Sept. 9, 2012. Excess operating cash flow (cash flow after the funding of certain reserves, the payment of property operating expenses and the payment of debt service) will be applied to fund a $1.5 million capital expenditure reserve, to fund an additional $5 million into the leasing reserve, and thereafter, to reduce the outstanding principal balance of the loan. The interest rate on the loan is LIBOR plus 1.65%. Beginning on Oct. 10, 2012, the $320.8 million A-Note will bear interest at LIBOR plus 3.00% and the $44.2 million B-Note will bear interest at LIBOR plus 5.10%. About MPG Office Trust MPG Office Trust, Inc., fka Maguire Properties Inc. -- http://www.mpgoffice.com/-- is the largest owner and operator of Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high- quality office properties in the Southern California market. MPG Office Trust is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. The Company has been focused on reducing debt, eliminating repayment and debt service guarantees, extending debt maturities and disposing of properties with negative cash flow. The first phase of the Company's restructuring efforts is substantially complete and resulted in the resolution of 18 assets, relieving the Company of approximately $2.0 billion of debt obligations and potential guaranties of approximately $150 million. The Company reported net income of $98.22 million in 2011, compared with a net loss of $197.93 million in 2010. The Company's balance sheet at March 31, 2012, showed $2.19 billion in total assets, $3.11 billion in total liabilities, and a $913.35 million total deficit. MPG OFFICE: BlackRock Equity Stake Down to 2.48% ------------------------------------------------ In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, BlackRock, Inc., disclosed that, as of June 29, 2012, it beneficially owns 1,258,484 shares of common stock of MPG Office Trust Inc. representing 2.48% of the shares outstanding. BlackRock previously reported beneficial ownership of 2,990,764 common shares or a 5.86% equity stake as of Dec. 30, 2011. A copy of the amended filing is available for free at: http://is.gd/fqzeuC About MPG Office Trust MPG Office Trust, Inc., fka Maguire Properties Inc. -- http://www.mpgoffice.com/-- is the largest owner and operator of Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high- quality office properties in the Southern California market. MPG Office Trust is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. The Company has been focused on reducing debt, eliminating repayment and debt service guarantees, extending debt maturities and disposing of properties with negative cash flow. The first phase of the Company's restructuring efforts is substantially complete and resulted in the resolution of 18 assets, relieving the Company of approximately $2.0 billion of debt obligations and potential guaranties of approximately $150 million. The Company reported net income of $98.22 million in 2011, compared with a net loss of $197.93 million in 2010. The Company's balance sheet at March 31, 2012, showed $2.19 billion in total assets, $3.11 billion in total liabilities, and a $913.35 million total deficit. NAVISTAR INTERNATIONAL: Renews Note Purchase Agreement with BofA ---------------------------------------------------------------- Navistar Financial Securities Corporation, as Seller, Navistar Financial Corporation, as Servicer, Liberty Street Funding LLC, as a Conduit Purchaser, The Bank of Nova Scotia, as a Managing Agent and a Committed Purchaser, and Bank of America, National Association, as a Managing Agent, the Administrative Agent and a Committed Purchaser, entered into the Fourth Amendment to Note Purchase Agreement, dated July 12, 2012. The Fourth Amendment renews the Note Purchase Agreement, dated April 16, 2010, as amended, increases the spread charged by BofA in specified circumstances. A copy of the Fourth Amendment is available for free at http://is.gd/RCNbkw Navistar Financial Dealer Note Master Owner Trust, as Issuer, and The Bank of New York Mellon, as Indenture Trustee, entered into Amendment No. 2 to Series 2010-VFN Indenture Supplement, dated July 12, 2012. Amendment No. 2 increases the credit enhancement with respect to the Series 2010-VFN Notes issued pursuant to the Series 2010-VFN Indenture Supplement, dated April 16, 2010, as amended, between the Master Trust and the Indenture Trustee, and makes certain other changes to the Series 2010-VFN Indenture Supplement. A full-text copy of the Second Amendment is available for free at http://is.gd/m0vKma About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine parts and service. Another affiliate offers financing services. The Company's balance sheet at Jan. 31, 2012, showed $11.50 billion in total assets, $11.69 billion in total liabilities, and a $195 million total stockholders' deficit. * * * Navistar has 'B1' Corporate Family Rating and Probability of Default Rating from Moody's Investors Service. Moody's said in summary credit opinion at the end of April 2012 that the B1 Corporate Family Rating of Navistar International reflects the company's highly competitive position in the North American medium and heavy duty truck markets, and the continuing recovery in demand. It also reflects the progress Navistar continues to make in implementing a strategy that should reduce its vulnerability to cyclical downturns and strengthen returns. The key elements of this strategy include: expanding its scale and operating efficiencies by offering a full line of medium and heavy-duty trucks equipped with Navistar engines; building its position in international truck and engine markets through alliance and joint ventures; and, strengthening its domestic dealer network. As reported by the TCR on June 13, 2012, Standard & Poor's Ratings Services lowered its ratings on Navistar International Corp., including the corporate credit rating to 'B+', from 'BB-'. "The downgrade and CreditWatch placement reflect the company's operational and financial setbacks in recent months," said Standard & Poor's credit analyst Sol Samson. NAVISTAR INTERNATIONAL: Carl Icahn Hikes Ownership to 13.2% ----------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Carl C. Icahn and his affiliates disclosed that, as of July 11, 2012, they beneficially own 9,038,814 shares of common stock of Navistar International Corporation representing 13.19% of the shares outstanding. Mr. Icahn previously reported beneficial ownership of 8,134,626 common shares or a 11.87% equity stake as of June 7, 2012. A copy of the amended filing is available for free at: http://is.gd/VryayF About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine parts and service. Another affiliate offers financing services. The Company's balance sheet at Jan. 31, 2012, showed $11.50 billion in total assets, $11.69 billion in total liabilities, and a $195 million total stockholders' deficit. * * * Navistar has 'B1' Corporate Family Rating and Probability of Default Rating from Moody's Investors Service. Moody's said in summary credit opinion at the end of April 2012 that the B1 Corporate Family Rating of Navistar International reflects the company's highly competitive position in the North American medium and heavy duty truck markets, and the continuing recovery in demand. It also reflects the progress Navistar continues to make in implementing a strategy that should reduce its vulnerability to cyclical downturns and strengthen returns. The key elements of this strategy include: expanding its scale and operating efficiencies by offering a full line of medium and heavy-duty trucks equipped with Navistar engines; building its position in international truck and engine markets through alliance and joint ventures; and, strengthening its domestic dealer network. As reported by the TCR on June 13, 2012, Standard & Poor's Ratings Services lowered its ratings on Navistar International Corp., including the corporate credit rating to 'B+', from 'BB-'. "The downgrade and CreditWatch placement reflect the company's operational and financial setbacks in recent months," said Standard & Poor's credit analyst Sol Samson. NAVISTAR INTERNATIONAL: M. Rachesky Stake Rises to 14.9% -------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Mark H. Rachesky, M.D., and his affiliates disclosed that, as of July 9, 2012, they beneficially own 10,250,000 shares of common stock of Navistar International Corporation representing 14.95% of the shares outstanding. Mr. Rachesky previously reported beneficial ownership of 9,335,837 common shares or a 13.6% equity stake as of June 21, 2012. A copy of the amended filing is available for free at: http://is.gd/CMNC9h About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine parts and service. Another affiliate offers financing services. The Company's balance sheet at Jan. 31, 2012, showed $11.50 billion in total assets, $11.69 billion in total liabilities, and a $195 million total stockholders' deficit. * * * Navistar has 'B1' Corporate Family Rating and Probability of Default Rating from Moody's Investors Service. Moody's said in summary credit opinion at the end of April 2012 that the B1 Corporate Family Rating of Navistar International reflects the company's highly competitive position in the North American medium and heavy duty truck markets, and the continuing recovery in demand. It also reflects the progress Navistar continues to make in implementing a strategy that should reduce its vulnerability to cyclical downturns and strengthen returns. The key elements of this strategy include: expanding its scale and operating efficiencies by offering a full line of medium and heavy-duty trucks equipped with Navistar engines; building its position in international truck and engine markets through alliance and joint ventures; and, strengthening its domestic dealer network. As reported by the TCR on June 13, 2012, Standard & Poor's Ratings Services lowered its ratings on Navistar International Corp., including the corporate credit rating to 'B+', from 'BB-'. "The downgrade and CreditWatch placement reflect the company's operational and financial setbacks in recent months," said Standard & Poor's credit analyst Sol Samson. NORMAN CAY: Had $328,900 Net Loss in Jan. 31 Quarter ---------------------------------------------------- Norman Cay Development, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $328,876 for the three months ended Jan. 31, 2012, compared with a net loss of $19,927 for the three months ended Jan. 31, 2011. For the nine months ended Jan. 31, 2012, the Company reported a net loss of $659,555, compared with a net loss of $80,589 for the nine months ended Jan. 31, 2011. During the periods ended Jan. 31, 2012, and 2011, the Company did not earn any operating revenues. The Company's balance sheet at Jan. 31, 2012, showed $4.66 million in total assets, $297,211 in total liabilities, and stockholders' equity of $4.36 million. "As of Jan. 31, 2012, the Company has not recognized any revenue, and has an accumulated deficit of $765,874. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company?s future operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern." A copy of the Form 10-Q is available for free at: http://is.gd/eNUvzJ Stevensville, Michigan-based Norman Cay Development, Inc., was incorporated in the State of Nevada on April 29, 2010. The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, Development Stage Entities. On Sept. 2, 2011, the Company entered into a share exchange agreement with Discovery Gold Ghana Limited, a company organized under the laws of the country of Ghana. Under the terms of the agreement, the Company acquired 100% of the issued and outstanding shares of Discovery in exchange for $100,000 and 17,500,000 common shares of the Company. On Sept. 1, 2011, the Company discontinued its intention of being a retailer or wireless telephones and service plans and changed its operating focus to the acquisition and development of mineral properties in the country of Ghana. NORTEL NETWORKS: Settles Disputed Lease Claim for 14% ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Nortel Networks Inc. settled a $76.7 million lease- termination claim for $10.7 million. The Debtor terminated a lease two years ago for a property in Research Triangle Park, North Carolina. The trust that owns the property later filed an unsecured claim for $76.7 million and a separate claim of $293,000 as an expense of the Chapter 11 case to be paid in full. According to the report, Nortel negotiated a settlement giving the owner an approved unsecured claim for $10.7 million, along with a $73,000 Chapter 11 expense claim. The smaller claim is to be paid in full. The settlement comes to bankruptcy court for approval on Aug. 1. The claim dispute with U.K. pension regulators for a European branch won't be resolved until September, at the earliest. Foreign Pensions Mr. Rochelle also reports that at a hearing last week, the bankruptcy judge directed the foreign pension authorities to file papers by Sept. 5 providing details regarding the claim, along with supporting documentation. The regulators contend Nortel owes $3.1 billion on underfunded pension plans. According to the report, the foreign pension dispute is revving up as a result of a courthouse victory that Nortel won in June when the U.S. Supreme Court refused to hear an appeal. The U.S. Court of Appeals in Philadelphia had blocked the foreign pension regulators from using courts abroad to determine liability on the pension claims. About Nortel Networks Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009. Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Office of the United States Trustee for the District of Delaware has appointed an Official Committee of Unsecured Creditors in respect of the Debtors, and an ad hoc group of bondholders has been organized. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. The Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. On May 28, 2009, at the request of the Administrators, the Commercial Court of Versailles, France ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in this Court for recognition of the English Proceedings as foreign main proceedings under chapter 15 of the Bankruptcy Code. Nortel has collected almost $9 billion for distribution to creditors. Of the total, US$4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel Networks has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. NORTH BY NORTHWEST: Files for Chapter 11 in Georgia ---------------------------------------------------- North by Northwest LLC filed a bare-bones Chapter 11 petition (Bankr. N.D. Ga. Case No. 12-42087) in Rome, Georgia on July 12, 2012. The Debtor estimated assets of up to $50 million and liabilities of up to $10 million. The Debtor owns surface and mineral at Valley District, Fayette County, West Virginia, worth $12.5 million, and secures a $3.05 million debt to Macon Bank. The Debtor says it has equitable interest in the lawsuit, E. John Hosch against Wachovia Bank, Michael Prozer, Exchange Agent pending Federal Court in Rome, Georgia. The Debtor reported income of $50,000 from a timber contract in 2010 and $240,000 from a sales contract in 2011. Jim Knight, Esq., at Thomas F. Tierney, P.C., in Peachtree City, Georgia, serves as counsel. According to the case docket, the Chapter 11 Plan and Disclosure Statement are due Jan. 8, 2013. NORTHERN BERKSHIRE: Completes Chapter 11 Reorganization Plan ------------------------------------------------------------ Northern Berkshire Healthcare Inc. has successfully completed a Chapter 11 plan of reorganization. The investment banking group of Carl Marks Advisory Group LLC served as financial advisor to the system. Northern Berkshire Healthcare operates Northern Adams Regional Hospital Inc., a full-service community hospital with 109 beds and 12 bassinets located in North Adams, in addition to a visiting nurses association and physicians practice. The hospital was founded in 1884 and has been an integral part of the community for more than 125 years. Due to an over-leveraged balance sheet, losses associated with the acquisition, expansion and subsequent sale of a continuing care retirement community, and a decline in revenues due to national and local economic factors, the healthcare system was unable to support its approximately $43 million in secured bond debt and significant legacy obligations. Carl Marks managed Northern Berkshire Healthcare's restructuring and bankruptcy process, rightsizing the capital structure to improve future liquidity for the system. Carl Marks and Ropes & Gray LLP, counsel to Northern Berkshire, worked to forge a complex, multi-party consensual plan of reorganization with its secured noteholders, municipal bond insurer, indenture trustee and unsecured creditors, including the Pension Benefit Guarantee Corporation. As a result of the restructuring, Northern Berkshire Healthcare will continue to provide healthcare to a community of approximately 43,000 people. "We are honored to have served Northern Berkshire Healthcare in its successful reorganization, which preserves its mission of providing continuing healthcare services to the community," said Mark L. Claster, partner of Carl Marks Advisory Group and president of its parent company, Carl Marks & Co. "The healthcare industry is experiencing unprecedented challenges economically due to severe curtailment of government support. Nonetheless, the need for quality healthcare is essential. We are pleased to have facilitated this outcome." "Carl Marks' leadership and experience was crucial to negotiating a successful resolution with multiple constituencies," said William Frado Jr., chief executive officer and president of the board of trustees of Northern Berkshire Healthcare. "We are thankful for their role and assistance." The Carl Marks team was led by Mark Claster, Christopher Wu, Scott Webb and Matt McInerney. Steven Hoort, James Wright and Jonathan Lackow of Ropes & Gray served as counsel to the debtor. About Northern Berkshire Northern Berkshire Healthcare, Inc., is a non-profit healthcare corporation in northern Berkshire County, Massachusetts. Together with its affiliates, Northern Berkshire Healthcare operates the North Adams Regional Hospital and a visiting nurse association and hospice in North Adams, Massachusetts. Northern Berkshire Healthcare, Inc., North Adams Regional Hospital, Inc., Visiting Nurse Association & Hospice of Northern Berkshire, Inc., Northern Berkshire Healthcare Physicians Group, Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011, to address their overleveraged balance sheet and effect a reorganization of their operations. On the same day, Northern Berkshire Community Services, Inc., filed a petition for Chapter 7 relief also in the District of Massachusetts bankruptcy court. Judge Henry J. Boroff presides over the Debtors' cases. Steven T. Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq., and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston, Mass., serve as the Debtors' bankruptcy counsel. The Debtors' Financial Advisors are Carl Marks Advisory Group LLC. GCG Inc. serves as claims and noticing agent. Northern Berkshire disclosed $22,957,933 in assets and $53,379,652 in liabilities as of the Chapter 11 filing. The petition was signed by William F. Frado, Jr., president. William K. Harrington, the U.S. Trustee for Region 1, appointed five members to the official unsecured creditors' committee in the Debtors' cases. The Committee tapped Duane Morris LLP as its counsel. The Debtors obtained confirmation of their Chapter 11 plan on April 10, 2012. According to the Troubled Company Reporter on June 8, 2012, Northern Berkshire Healthcare said on June 5, 2012, it has emerged from Chapter 11 reorganization. OCALA FUNDING: Seeks Court Approval to Hire Proskauer Rose ---------------------------------------------------------- Ocala Funding, LLC, filed a formal application to employ Proskauer Rose LLP as chapter 11 counsel. The primary attorneys anticipated to work on this engagement are Jeff Marwil, Esq., Paul Possinger, Esq., and Jeremy Stillings, Esq. Mr. Marwil is a partner at Proskauer with over 25 years of experience specializing in bankruptcy and creditors' rights. Mr. Marwil has extensive experience in serving as a court-appointed fiduciary, including as trustee for the Bayou Hedge Fund Litigation Trust and as receiver for the Church Extension of the Church of God. Mr. Possinger is a partner at Proskauer with over 18 years of experience specializing in bankruptcy and creditors' rights. Mr. Stillings is an associate at Proskauer with eight years of experience in bankruptcy and creditors rights. Proskauer will charge for its legal services on an hourly basis in accordance with its hourly rates: Partner $550 - $1,200; Senior Counsel $450 ? $1,050; Associate $205 ? $795; and Paraprofessionals $100 ? $315. Mr. Marwil's hourly rate is $975; Mr. Possinger's hourly rate is $850; and Mr. Stillings' hourly rate is $700. Also expected to devote significant time to representing the Debtor in the Chapter 11 Case is paralegal Melissa Hagan, whose hourly rate is $235. Mr. Marwil attests that Proskauer's partners and associates do not hold or represent any interest adverse to the Debtor and that Proskauer and each of its partners and associates is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. About Ocala Funding Orange, Florida-based Ocala Funding, LLC, a funding vehicle once controlled by mortgage lender Taylor Bean & Whitaker Mortgage Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 12-04524) in Jacksonville on July 10, 2012. Ocala Funding used to be the largest originator and servicer of residential loans. Ocala was created by Taylor Bean & Whitaker to purchase loans originated by TBW and selling the loans to third parties, Freddie Mac. In furtherance of this structure Ocala raised money from noteholders Deutsche Bank AG and BNP Paribas Mortgage Corp. and other financial institutions, as secured lenders through sales of asset-backed commercial paper. TBW was forced to file for Chapter 11 relief (Bankr. M.D. Fla. Case No. 09-07047) on Aug. 24, 2009, amid allegations of fraud by Taylor Bean's former CEO Lee Farkas and other employees. Mr. Farkas is now serving a 30-year prison term for 14 counts of conspiracy and fraud for being the mastermind of a $2.9 billion bank fraud. Mr. Farkas allegedly directed the sale of more than $1.5 billion in fake mortgage assets to Colonial Bank and misappropriated more than $1.5 billion from Ocala. TBW's bankruptcy also caused the demise of Colonial Bank, which for years was TBW's primary bank. TBW and its joint debtor-affiliates confirmed their Second Amended Joint Plan of Liquidation on July 21, 2011, and the TBW Plan became effective on Aug. 10, 2011. The TBW Plan established the TBW Plan Trust to marshal and distribute all remaining assets of TBW. Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust, signed the Chapter 11 petition of Ocala. In its Chapter 11 Petition, Ocala estimated more than $1 billion in assets and debts. Ocala holds 252 mortgage loans with an unpaid balance of $42.3 million as of May 31, 2012. The Debtor also holds five "real estate owned" properties resulting from foreclosures. The Debtor also holds $22.4 million in proceeds of mortgage loans previously owned by it that are on deposit in an account in the Debtor's name at Regions Bank. It also has an interest in $75 million in cash, consisting of proceeds of mortgage loans previously owned by the Debtor, that are in an account maintained by Bank of America, N.A. as prepetition indenture trustee for the benefit of the Noteholders. The Debtor also holds a claim in the current amount of $1.6 billion against the estate of TBW. The largest unsecured creditors include the Federal Deposit Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham & Taft LLP, owed $1,632,385. Judge Jerry A. Funk presides over the case. Proskauer Rose LLP and Stichter, Riedel, Blain & Prosser, serve as the Debtor's counsel. Neil F. Lauria at Navigant Capital Advisors, LLC, serves as the Debtor's Chief Restructuring Officer. Plan Support Agreement Prior to the bankruptcy filing, Ocala entered into extensive negotiations with BofA as prepetition indenture trustee, Deutsche Bank AG, BNP Paribas Mortgage Corp., the FDIC and the TBW Plan Trust with respect to a consensual plan of liquidation for the Debtor, the funding of the Debtor's Chapter 11 case, and certain related matters relating to the administration of the Chapter 11 case and the settlement of certain disputes, the result of which was the parties' execution of a Restructuring and Plan Support Agreement. Among other things, the RSA provides that: (a) Within 90 days after commencement of the Chapter 11 Case, the Debtor will file a chapter 11 plan of liquidation that will provide, among other things, for (i) the transfer of all remaining mortgage loans and cash collateral proceeds thereof to DB and BNPP, (ii) the increase of the TBW Claim to $1,750,000,000 (recoveries of which shall be allocated 90% to DB and BNPP, and 10% to the FDIC), (iii) payment of up to 25% of the general unsecured claims (excluding unsecured deficiency claims of DB and BNPP and the claims of the FDIC), not to exceed $250,000 in the aggregate, (iv) the allocation of the proceeds of any fraudulent conveyance and other unencumbered actions of the Debtor's estate 25% to the FDIC (as receiver for Colonial) and 75% to DB and BNPP, and (v) the transfer of all claims and causes of action of the Debtor, including with respect to Deloitte and fraudulent conveyances or other avoidance actions, to a post-confirmation litigation trust for prosecution. The Ocala Plan must be confirmed and become effective within 160 days after the Petition Date. (b) The Ocala Litigation Trust shall be governed by an oversight committee consisting of designees from DB, BNPP and the FDIC. Approval of material decisions of the Ocala Litigation Trustee (including retention of counsel and commencement and settlement of any claim of the Debtor's estate) will require the approval of the designee of DB and one or both of the designees of BNPP and the FDIC. Mr. Lauria will be the initial trustee of the Ocala Litigation Trust. OCALA FUNDING: Wants to Hire Stichter Riedel as Local Counsel ------------------------------------------------------------- Ocala Funding, LLC, asks the Court for permission to employ Stichter, Riedel, Blain & Prosser, P.A. as local bankruptcy counsel. Stichter Riedel has represented debtors in some of the largest Chapter 11 cases ever filed in the Middle District of Florida, including (a) Hillsborough Holdings Corp., f/k/a The Jim Walter Corporation, and its 32 subsidiaries, which had combined assets and liabilities of more than $3 billion; (b) Koger Properties, Inc., a New York Stock Exchange company at the time of filing with assets and liabilities of more than $500 million; The Koger Partnership, Ltd., a publicly traded limited partnership with assets and liabilities of more than $200 million; Bicoastal Corporation, f/k/a The Singer Company, a corporation with assets in excess of $500 million and over $2 billion in asserted claims; Lykes Bros. Steamship Co., Inc., the third largest U.S. Flag international shipping company with assets and liabilities in excess of $300 million; JumboSports Inc., a major national retailer of sporting goods with 59 stores in more than 20 states and assets and liabilities of more than $300 million; Wm. G. Roe and Sons, Inc., and Wm. G. Roe and Company, Inc., the largest packer and shipper of tangerines in Florida; The American Ship Building Company, a New York Stock Exchange company at the time of filing; and Trust America Service Corp., an American Stock Exchange company at the time of filing. Stichter Riedel has advised the Debtor that the current hourly rates for the attorneys proposed to be primarily responsible for actively representing the Debtor are: (a) Russell M. Blain (Shareholder) $460 per hour (b) Edward J. Peterson (Shareholder) $350 per hour Generally, Stichter Riedel's hourly rates are: (a) Shareholders $325 to $475 per hour (b) Associates $210 to $325 per hour (c) Paralegals $90 to $160 per hour Edward J. Peterson, III, Esq., attests that Stichter Riedel neither holds nor represents any interest adverse to the Debtor's estate; and Stichter Riedel is a "disinterested person" within the meaning of Sections 101(14) and 327(a) of the Bankruptcy Code and does not hold or represent an interest adverse to the estate. About Ocala Funding Orange, Florida-based Ocala Funding, LLC, a funding vehicle once controlled by mortgage lender Taylor Bean & Whitaker Mortgage Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 12-04524) in Jacksonville on July 10, 2012. Ocala Funding used to be the largest originator and servicer of residential loans. Ocala was created by Taylor Bean & Whitaker to purchase loans originated by TBW and selling the loans to third parties, Freddie Mac. In furtherance of this structure Ocala raised money from noteholders Deutsche Bank AG and BNP Paribas Mortgage Corp. and other financial institutions, as secured lenders through sales of asset-backed commercial paper. TBW was forced to file for Chapter 11 relief (Bankr. M.D. Fla. Case No. 09-07047) on Aug. 24, 2009, amid allegations of fraud by Taylor Bean's former CEO Lee Farkas and other employees. Mr. Farkas is now serving a 30-year prison term for 14 counts of conspiracy and fraud for being the mastermind of a $2.9 billion bank fraud. Mr. Farkas allegedly directed the sale of more than $1.5 billion in fake mortgage assets to Colonial Bank and misappropriated more than $1.5 billion from Ocala. TBW's bankruptcy also caused the demise of Colonial Bank, which for years was TBW's primary bank. TBW and its joint debtor-affiliates confirmed their Second Amended Joint Plan of Liquidation on July 21, 2011, and the TBW Plan became effective on Aug. 10, 2011. The TBW Plan established the TBW Plan Trust to marshal and distribute all remaining assets of TBW. Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust, signed the Chapter 11 petition of Ocala. In its Chapter 11 Petition, Ocala estimated more than $1 billion in assets and debts. Ocala holds 252 mortgage loans with an unpaid balance of $42.3 million as of May 31, 2012. The Debtor also holds five "real estate owned" properties resulting from foreclosures. The Debtor also holds $22.4 million in proceeds of mortgage loans previously owned by it that are on deposit in an account in the Debtor's name at Regions Bank. It also has an interest in $75 million in cash, consisting of proceeds of mortgage loans previously owned by the Debtor, that are in an account maintained by Bank of America, N.A. as prepetition indenture trustee for the benefit of the Noteholders. The Debtor also holds a claim in the current amount of $1.6 billion against the estate of TBW. The largest unsecured creditors include the Federal Deposit Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham & Taft LLP, owed $1,632,385. Judge Jerry A. Funk presides over the case. Proskauer Rose LLP and Stichter, Riedel, Blain & Prosser, serve as the Debtor's counsel. Neil F. Lauria at Navigant Capital Advisors, LLC, serves as the Debtor's Chief Restructuring Officer. Plan Support Agreement Prior to the bankruptcy filing, Ocala entered into extensive negotiations with BofA as prepetition indenture trustee, Deutsche Bank AG, BNP Paribas Mortgage Corp., the FDIC and the TBW Plan Trust with respect to a consensual plan of liquidation for the Debtor, the funding of the Debtor's Chapter 11 case, and certain related matters relating to the administration of the Chapter 11 case and the settlement of certain disputes, the result of which was the parties' execution of a Restructuring and Plan Support Agreement. Among other things, the RSA provides that: (a) Within 90 days after commencement of the Chapter 11 Case, the Debtor will file a chapter 11 plan of liquidation that will provide, among other things, for (i) the transfer of all remaining mortgage loans and cash collateral proceeds thereof to DB and BNPP, (ii) the increase of the TBW Claim to $1,750,000,000 (recoveries of which shall be allocated 90% to DB and BNPP, and 10% to the FDIC), (iii) payment of up to 25% of the general unsecured claims (excluding unsecured deficiency claims of DB and BNPP and the claims of the FDIC), not to exceed $250,000 in the aggregate, (iv) the allocation of the proceeds of any fraudulent conveyance and other unencumbered actions of the Debtor's estate 25% to the FDIC (as receiver for Colonial) and 75% to DB and BNPP, and (v) the transfer of all claims and causes of action of the Debtor, including with respect to Deloitte and fraudulent conveyances or other avoidance actions, to a post-confirmation litigation trust for prosecution. The Ocala Plan must be confirmed and become effective within 160 days after the Petition Date. (b) The Ocala Litigation Trust shall be governed by an oversight committee consisting of designees from DB, BNPP and the FDIC. Approval of material decisions of the Ocala Litigation Trustee (including retention of counsel and commencement and settlement of any claim of the Debtor's estate) will require the approval of the designee of DB and one or both of the designees of BNPP and the FDIC. Mr. Lauria will be the initial trustee of the Ocala Litigation Trust. OCALA FUNDING: Hiring Litigation Counsel for Suit Against Deloitte ------------------------------------------------------------------ Ocala Funding, LLC, is seeking to hire Thomas, Alexander & Forrester LLP and Berger Singerman, LLP, as special litigation counsel in connection with Ocala's lawsuit against Deloitte & Touche. Steven W. Thomas, Esq., a partner at Thomas Alexander; and Paul Singerman, Esq., a partner at Berger Singerman, lead the engagement. Prior to the Petition Date, Deloitte & Touche LLP provided audit and related accounting and professional services to Taylor, Bean & Whitaker Mortgage Corp. on a consolidated basis for TBW and certain affiliates of TBW, including the Debtor. TBW is a member and the manager of the Debtor. In 2009, fraud was uncovered at TBW, resulting in cessation of TBW's business and, ultimately, the Debtor's business. On Aug. 24, 2009, TBW and certain of its affiliates (but not Ocala) filed voluntary Chapter 11 petitions. TBW confirmed a chapter 11 plan that, among other things, created a trust to hold and administer certain assets of TBW's chapter 11 estate. Under the terms of TBW's chapter 11 plan, any claims of TBW against Deloitte arising from or related to Deloitte's work as auditor for TBW are now held by the Taylor, Bean & Whitaker Mortgage Plan Trust. The Debtor and TBW each believe that they hold independent, although similar and perhaps related, claims against Deloitte. The Debtor and Thomas Alexander are parties to an Engagement Letter dated Sept. 23, 2011, pursuant to which the Debtor engaged Thomas Alexander to provide the Debtor with advice and assistance as counsel in investigating, evaluating, analyzing and, if appropriate, prosecuting the Debtor's claims against Deloitte and certain of Deloitte's affiliates. In addition, prior to the Petition Date, the Debtor and the TBW Trust retained Berger Singerman as local counsel to Thomas Alexander to litigate their respective claims against Deloitte. Thereafter, each of TBW and the Debtor sued Deloitte in the 11th Judicial Circuit in and for Miami-Dade County, Florida. That litigation is ongoing. Under the terms of the Engagement Letter with Thomas Alexander, the firm will be compensated for its services to the Debtor substantially as follows: a. The Debtor assigned to Thomas Alexander 35% of the gross proceeds of all recoveries, including but not limited to compensatory and punitive damages, restitution and/or insurance recoveries, in any way arising from or related to the Litigation, whether by settlement, litigation, arbitration or otherwise. b. The Debtor is obligated to pay all costs, disbursements and expenses incurred in connection with the Litigation, including those incurred by Thomas Alexander and by experts, consultants or local counsel retained by Thomas Alexander with the approval of the Debtor. Such costs, Disbursements and expenses shall be billed on a monthly or quarterly basis and payable upon receipt, and are not to be deducted from the Contingent Fee. TBW also engaged Thomas Alexander to represent it to investigate, evaluate and, if appropriate, prosecute TBW's claims against Deloitte and certain of Deloitte's affiliates. Mr. Thomas attests his firm does not represent or hold any interest adverse to the Debtor or to the Debtor's estate with respect to the Litigation. Due to the nature of the Debtor's relationship with TBW and the services that Deloitte performed, the claims of TBW and Ocala against Deloitte will require substantially similar efforts to prosecute. Ocala said retaining a single firm as local counsel to TAF to prosecute these claims will avoid duplication of effort and minimize total litigation costs. Berger Singerman's current hourly rates range from $225 to $625. The current hourly rate of Paul Steven Singerman, Esq., the attorney who will be principally responsible for representing the Debtor, is $625. The current hourly rates for the associate attorneys and of counsel who will work on these cases range from $425 to $475. The current hourly rates for the legal assistants and paralegals at Berger Singerman range from $75 to $200. About Ocala Funding Orange, Florida-based Ocala Funding, LLC, a funding vehicle once controlled by mortgage lender Taylor Bean & Whitaker Mortgage Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 12-04524) in Jacksonville on July 10, 2012. Ocala Funding used to be the largest originator and servicer of residential loans. Ocala was created by Taylor Bean & Whitaker to purchase loans originated by TBW and selling the loans to third parties, Freddie Mac. In furtherance of this structure Ocala raised money from noteholders Deutsche Bank AG and BNP Paribas Mortgage Corp. and other financial institutions, as secured lenders through sales of asset-backed commercial paper. TBW was forced to file for Chapter 11 relief (Bankr. M.D. Fla. Case No. 09-07047) on Aug. 24, 2009, amid allegations of fraud by Taylor Bean's former CEO Lee Farkas and other employees. Mr. Farkas is now serving a 30-year prison term for 14 counts of conspiracy and fraud for being the mastermind of a $2.9 billion bank fraud. Mr. Farkas allegedly directed the sale of more than $1.5 billion in fake mortgage assets to Colonial Bank and misappropriated more than $1.5 billion from Ocala. TBW's bankruptcy also caused the demise of Colonial Bank, which for years was TBW's primary bank. TBW and its joint debtor-affiliates confirmed their Second Amended Joint Plan of Liquidation on July 21, 2011, and the TBW Plan became effective on Aug. 10, 2011. The TBW Plan established the TBW Plan Trust to marshal and distribute all remaining assets of TBW. Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust, signed the Chapter 11 petition of Ocala. In its Chapter 11 Petition, Ocala estimated more than $1 billion in assets and debts. Ocala holds 252 mortgage loans with an unpaid balance of $42.3 million as of May 31, 2012. The Debtor also holds five "real estate owned" properties resulting from foreclosures. The Debtor also holds $22.4 million in proceeds of mortgage loans previously owned by it that are on deposit in an account in the Debtor's name at Regions Bank. It also has an interest in $75 million in cash, consisting of proceeds of mortgage loans previously owned by the Debtor, that are in an account maintained by Bank of America, N.A. as prepetition indenture trustee for the benefit of the Noteholders. The Debtor also holds a claim in the current amount of $1.6 billion against the estate of TBW. The largest unsecured creditors include the Federal Deposit Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham & Taft LLP, owed $1,632,385. Judge Jerry A. Funk presides over the case. Proskauer Rose LLP and Stichter, Riedel, Blain & Prosser, serve as the Debtor's counsel. Neil F. Lauria at Navigant Capital Advisors, LLC, serves as the Debtor's Chief Restructuring Officer. Plan Support Agreement Prior to the bankruptcy filing, Ocala entered into extensive negotiations with BofA as prepetition indenture trustee, Deutsche Bank AG, BNP Paribas Mortgage Corp., the FDIC and the TBW Plan Trust with respect to a consensual plan of liquidation for the Debtor, the funding of the Debtor's Chapter 11 case, and certain related matters relating to the administration of the Chapter 11 case and the settlement of certain disputes, the result of which was the parties' execution of a Restructuring and Plan Support Agreement. Among other things, the RSA provides that: (a) Within 90 days after commencement of the Chapter 11 Case, the Debtor will file a chapter 11 plan of liquidation that will provide, among other things, for (i) the transfer of all remaining mortgage loans and cash collateral proceeds thereof to DB and BNPP, (ii) the increase of the TBW Claim to $1,750,000,000 (recoveries of which shall be allocated 90% to DB and BNPP, and 10% to the FDIC), (iii) payment of up to 25% of the general unsecured claims (excluding unsecured deficiency claims of DB and BNPP and the claims of the FDIC), not to exceed $250,000 in the aggregate, (iv) the allocation of the proceeds of any fraudulent conveyance and other unencumbered actions of the Debtor's estate 25% to the FDIC (as receiver for Colonial) and 75% to DB and BNPP, and (v) the transfer of all claims and causes of action of the Debtor, including with respect to Deloitte and fraudulent conveyances or other avoidance actions, to a post-confirmation litigation trust for prosecution. The Ocala Plan must be confirmed and become effective within 160 days after the Petition Date. (b) The Ocala Litigation Trust shall be governed by an oversight committee consisting of designees from DB, BNPP and the FDIC. Approval of material decisions of the Ocala Litigation Trustee (including retention of counsel and commencement and settlement of any claim of the Debtor's estate) will require the approval of the designee of DB and one or both of the designees of BNPP and the FDIC. Mr. Lauria will be the initial trustee of the Ocala Litigation Trust. ONE2ONE COMMUNICATIONS: Case Summary & Creditors List ----------------------------------------------------- Debtor: One2One Communications, LLC fka 121 Communications One 2 One Communications, LLC 121 Communications LLC P.O. Box 705 Hackettstown, NJ 07840 Bankruptcy Case No.: 12-27311 Chapter 11 Petition Date: July 10, 2012 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Novalyn L. Winfield Debtor's Counsel: Richard D. Trenk, Esq. TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 E-mail: rtrenk@trenklawfirm.com Scheduled Assets: $354,088 Scheduled Liabilities: $13,687,311 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/njb12-27311.pdf The petition was signed by Bruce Heverly, chief executive officer. OPTIMUMBANK HOLDINGS: T. Procelli Named Chief Operating Officer --------------------------------------------------------------- OptimumBank, a wholly-owned subsidiary of OptimumBank Holdings, Inc., announced that Mr. Thomas Procelli was named Chief Operating Officer and Mr. Jeffrey Cannon, Senior Vice President of Lending. Mr. Procelli has served as the Executive Vice President and Chief Technology Officer of OptimumBank since its inception in 2000 and as a director of OptimumBank since 2010. Mr. Procelli has over 34 years of banking experience, having served in various executive and senior management positions in operations, information systems, compliance and audit. Mr. Procelli received his master's degree in finance and his bachelor's degree in accounting from Hofstra University in Hempstead, New York. Jeffrey Cannon joined OptimumBank in May 2012 as the bank's proposed executive officer in charge of lending. Upon regulatory approval, Mr. Cannon will be named as the bank's Chief Lending Officer. Mr. Cannon's banking career spans over 24 years. He has served in a variety of executive and senior lending and management positions in community, regional and national banks. He graduated from Washington University in St. Louis, Missouri, with a bachelor's degree in business administration, and received his master's degree in finance from Florida Atlantic University in Boca Raton, Florida. Jeffrey Cannon commented, "We want to improve the banking experience for local businesses. Our executive team is readily accessible and dedicated to providing our customers with outstanding one-on-one service." Mr. Cannon's office is located at the bank's executive offices at 2477 East Commercial Boulevard in Fort Lauderdale. Moishe Gubin, Chairman of the Board, said, "Restructuring our management team with Tom and Jeffrey is an exciting step forward for us. Their expertise will be invaluable as we reshape the OptimumBank brand into a successful retail community bank." Mr. Gubin also noted, "We are extremely motivated to lend to small and medium-sized businesses in our markets and meet all of their banking needs." OptimumBank offers a wide array of competitive lending and retail banking products to individuals and businesses in Broward, Miami- Dade and Palm Beach Counties through its executive offices and three branch offices in Broward County, Florida. About OptimumBank Holdings Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a is a one-bank holding company and owns 100% of OptimumBank, a state (Florida)-chartered commercial bank. The Bank offers a variety of community banking services to individual and corporate customers through its three banking offices located in Broward County, Florida. The Bank's wholly-owned subsidiaries are OB Real Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC, all of which were formed in 2009. OB Real Estate Management, LLC, is primarily engaged in managing foreclosed real estate. OB Real Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC, hold and dispose of foreclosed real estate. The Company reported a net loss of $3.74 million in 2011, compared with a net loss of $8.45 million in 2010. The Company's balance sheet at March 31, 2012, showed $152.93 million in total assets, $144.76 million in total liabilities and $8.17 million in total stockholders' equity. Regulatory Enforcement Actions On April 16, 2010, the Bank consented to the issuance of a Consent Order by the Federal Deposit Insurance Corporation and the State of Florida Office of Financial. The Consent Order covers areas of the Bank's operations that warrant improvement and imposes various requirements and restrictions designed to address these areas, including the requirement to maintain certain minimum capital ratios. Management believes that the Bank is currently in substantial compliance with all the requirements of the Consent Order except for the following requirements: * Scheduled reductions by Oct. 31, 2011, and April 30, 2012, of 60% and 75%, respectively, of loans classified as substandard and doubtful in the 2009 FDIC Examination; * Retention of a qualified chief executive officer and chief lending officer; and * Development of a plan to reduce Bank's concentration in commercial real estate loans acceptable to the supervisory authorities. The Bank has implemented comprehensive policies and plans to address all of the requirements of the Consent Order and has incorporated recommendations from the FDIC and OFR into these policies and plans. OXIGENE INC: Posts $1.9 Million Net Loss in Q1 2012 --------------------------------------------------- OXiGENE, Inc., filed its quarterly report on Form 10-Q, reporting a net loss $1.89 million on $114,000 of product revenues for the three months ended March 31, 2012, compared with a net loss of $863,000 on $nil product revenues for the same period a year ago. The Company's balance sheet at March 31, 2012, showed $8.99 million in total assets, $1.48 million in total liabilities, and stockholders' equity of $7.51 million. Ernst & Young LLP, in Boston, Massachusetts, expressed substantial doubt about OxiGENE's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has incurred recurring operating losses and has significantly reduced the development of its most advanced product candidates. "In order to significantly further develop its product pipeline, the Company will be required to raise additional capital, alternative means of financial support, or both. The ability of the Company to raise additional capital or alternative sources of financing is uncertain." A copy of the Form 10-Q is available for free at: http://is.gd/dB3jko South San Francisco, Calif.-based OxiGENE, Inc., is a clinical- stage, biopharmaceutical company developing novel therapeutics primarily to treat cancer. The Company's primary focus is the development of product candidates referred to as vascular disrupting agents, or VDAs, that selectively disable and destroy abnormal blood vessels that provide solid tumors a means of growth and survival and also are associated with visual impairment in a number of ophthalmological diseases and conditions. PABLA REALTY: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Pabla Realty, LLC 577 Massachusetts Avenue Cambridge, MA 02139 Bankruptcy Case No.: 12-15840 Chapter 11 Petition Date: July 10, 2012 Court: U.S. Bankruptcy Court District of Massachusetts (Boston) Judge: William C. Hillman Debtor's Counsel: Christopher M. Condon, Esq. MURPHY & KING, PROFESSIONAL CORPORATION One Beacon Street Boston, MA 02108 Tel: (617) 423-0400 (ext. 441) Fax: (617) 423-0498 E-mail: cmc@murphyking.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its three largest unsecured creditors is available for free at: http://bankrupt.com/misc/mab12-15840.pdf The petition was signed by Surlinder Singh, manager. PANTRY INC: Moody's Affirms 'B2' CFR, Rates New Term Loan 'B1' -------------------------------------------------------------- Moody's Investors Service assigned B1 ratings to The Pantry Inc.'s proposed $225 million senior secured revolving credit facility and $255 million senior secured term loan and a Caa1 rating to Pantry's proposed $250 million of senior notes. In addition, Moody's affirmed the B2 corporate family and probability of default ratings and the Caa1 rating on the existing senior subordinated convertible notes. The rating outlook is stable. Ratings Rationale The proceeds from the proposed credit facilities and senior notes will be used to repay existing debt. Following the repayment, the ratings on the existing term loan, revolving credit facility and senior subordinated notes will be withdrawn. Ratings are subject to the conclusion of the proposed transaction. "The proposed refinancing will improve the debt maturity profile but will not materially change the company's credit metrics. Credit metrics are adequate for the rating category and should improve modestly over the next 12-18 months as the company enhances merchandise product mix to expand margins", stated Mickey Chadha, Senior Analyst. "Pantry's sales and earnings are expected to remain volatile as motor fuel sales are a substantial portion of its top line." Pantry's B2 Corporate Family Rating reflects high leverage, modest interest coverage, considerable sales and earnings volatility related to motor fuel sales and regional concentration. The ratings are supported by Moody's opinion that consumer demand for motor fuel and value priced convenience items will retain some degree of stability regardless of economic conditions, the significant earnings contribution from relatively stable merchandise sales and adequate liquidity. The following ratings are assigned: $225 million senior secured revolving credit facility expiring July 2017 at B1 (LGD 3, 38%) $255 million senior secured term loan maturing 2019 at B1 (LGD 3, 38%) $250 million senior notes due 2020 at Caa1 (LGD 5, 81%) The following ratings will be withdrawn upon their repayment: $225 million senior secured revolving credit facility expiring 2014 at B1 (LGD 3, 40%) $376 million senior secured term loan maturing 2014 at B1 (LGD 3, 40%) $222 million 7.75% senior subordinated notes due 2014 at Caa1 (LGD 5, 86%) The following ratings are affirmed (LGD point estimates updated): Corporate Family Rating at B2 Probability of Default Rating at B2 $61 million 3.00% senior subordinated convertible notes due Nov. 2012 at Caa1 (LGD 6, 95% from LGD 5, 86%) The stable outlook reflects Moody's view that Pantry's debt protection measures will improve modestly and remain consistent with the rating category over the next 12-18 months.. The stable outlook also reflects Moody's view that liquidity will remain adequate and that financial policy will remain conservative. Positive rating pressure could develop if fuel and merchandise gross profit substantially increase leading to a sustained improvement in credit metrics and liquidity. Specifically, a higher rating would require Moody's adjusted debt to EBITDA of less than 5.0 times and EBITA to interest of over 1.75 times. A higher rating would also require a moderate financial policy with regards to acquisitions and shareholder returns. Ratings could be downgraded if credit metrics or liquidity deteriorated due to decline in gasoline or merchandise margins for an extended period or due to a debt financed acquisition. A downgrade could occur if Moody's adjusted debt to EBITDA approaches 6.5 times or EBITA to interest expense approaches 1.0 times. The principal methodology used in rating The Pantry, Inc. was the Global Retail Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. The Pantry, Inc., headquartered in Cary, North Carolina, operates 1,611 convenience stores (some of which contain quick-service restaurants) in the Southeastern United States. Total revenue was $8.5 billion for LTM period ending March 29, 2012. PANTRY INC: S&P Rates New $250MM Senior Unsecured Notes 'B+' ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB' issue-level and '1' recovery ratings to Cary, N.C.-based The Pantry Inc.'s proposed $480 million bank credit facilities, comprising a $225 million five-year revolver and a $255 million seven-year term loan B. "We also assigned our 'B+' issue-level and '4' recovery ratings to its new $250 million senior unsecured notes," S&P said. "According to the company, it plans to use the proceeds, along with existing cash, to refinance existing debt. We expect the new revolver to be undrawn at closing," S&P said. "We also affirmed all ratings on the company, including our 'B+' corporate credit rating. The rating outlook is stable," S&P said. "The ratings on Pantry reflect our view that credit metrics should remain consistent with our assessment of a 'highly leveraged' financial profile because of its high, but declining, debt levels and cash flow volatility associated with its dependence on fuel prices," said Standard & Poor's credit analyst Andy Sookram. "Our view of the company's business risk profile as "weak" incorporates its participation in the fragmented and highly competitive convenience store industry, exposure to volatile fuel costs that could impact performance measures, and geographic concentration in the Southeastern U.S," S&P said. "We think the proposed refinancing and the company's planned use of existing cash on hand to reduce debt will provide some cushion against the effects of lower fuel margins we are anticipating in the next few quarters," added Mr. Sookram. "Pro forma for the transactions, we estimate that debt to EBITDA and funds from operations (FFO) to debt would be 5.2x and nearly 15%, respectively. Looking ahead to the next year, debt reduction and our anticipation of adequate covenant headroom are key factors supportive to the ratings," S&P said. "The stable outlook reflects our expectation that despite some contraction in fuel margins, debt reduction will allow the company to maintain credit metrics commensurate with a highly leveraged financial risk profile," S&P said. "We forecast fuel margins of 12 cents per gallon on average over the next year, and a 3% increase in merchandise same-store sales," S&P said. "These drivers will lead to leverage in the mid-5x area and FFO/debt of about 14%. In addition, we anticipate interest coverage of slightly under 2.5x. We could lower the ratings if market conditions contribute to a larger-than-forecasted decline in fuel margin, to roughly 10 cents per gallon, and merchandise same-store sales decrease to negative levels. If these were to occur, we would expect the cushion under financial covenants to narrow to the mid-single-digit area and leverage to increase to over 6.5x on a sustained basis," S&P said. "We do not anticipate a positive rating action in the next year because of our expectation that leverage will remain high in the near term and the weak business risk profile that incorporates earnings volatility relating to oil prices. However, if Pantry reduces debt above our expectations and improves leverage to about 4x on a sustained basis, we could raise the ratings," S&P said. Drivers of better credit metrics would include merchandise same- store sales growth close to 10%, gross margins improving by about 100 basis points, and fuel margins staying near 12 cents. PATRIOT COAL: To Meet With Lenders About New Credit --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Patriot Coal Corp. will meet with lenders this week to discuss terms for $500 million of the financing to support the bankruptcy reorganization begun July 9. According to the report, Patriot entered Chapter 11 with plans for an $802 million credit, where $377 million would replace existing debt while providing $425 million in additional borrowing power. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal Corporation (NYSE: PCX) and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. The case has been assigned to the Honorable Shelley C. Chapman. PEREGRINE FINANCIAL: Trustee Hiring 57 Workers for Liquidation -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that bankruptcy trustee for The Peregrine Financial Group Inc. filed a request to hire 57 workers from the futures broker to "properly and orderly liquidate the assets." Ira Bodenstein, the Chapter 7 trustee, says he has enough cash not claimed as collateral by lenders to pay the workers' salaries. According to the report, Mr. Bodenstein will be in bankruptcy court today in Chicago to seek permission to operate the business "on a limited basis." He will ask the judge to allow him to pay the 57 workers' salaries earned before the bankruptcy filing on July 10. The report relates that the trustee later will ask the bankruptcy judge for permission to hire his firm, Shaw Gussis, Fishman, Glantz Wolfson & Towbin LLC, to be his lawyers in the liquidation. About Peregrine Financial Peregrine Financial Group Inc. on July 10, 2012, filed to liquidate under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488), disclosing between $500 million and $1 billion of assets, and between $100 million and $500 million of liabilities. Earlier on July 10, at the behest of the U.S. Commodity Futures Trading Commission, a U.S. district judge appointed a receiver and froze the firm's assets. The firm put itself into bankruptcy liquidation in Chicago later the same day. The CFTC had sued Peregrine, saying that more than $200 million of supposedly segregated customer funds had been "misappropriated." The CFTC case is U.S. Commodity Futures Trading Commission v. Peregrine Financial Group Inc., 12-cv-5383, U.S. District Court, Northern District of Illinois (Chicago). Peregrine's Chief Executive Russell R. Wasendorf Sr. unsuccessfully attempted suicide outside a firm office in Cedar Falls, Iowa, on July 9. The bankruptcy petition was signed in his place by Russell R. Wasendorf Jr., the firm's chief operating officer. The resolution stated that Wasendorf Jr. was given a power of attorney on July 3 to exercise if Wasendorf Sr. became incapacitated. Peregrine Financial Group Inc. is the regulated unit of the brokerage PFGBest. PINNACLE HOLDCO: Moody's Assigns 'B2' CFR; Outlook Stable --------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating to Pinnacle Holdco S.a.r.l. along with B1 ratings on its proposed first lien senior secured debt and Caa1 on its proposed second lien debt. The debt facilities are being used to finance the acquisition of Paradigm Ltd. Pinnacle is the holding company and debt issuing entity set up by private equity firms Apax Partners and JMI Equity to acquire Paradigm. The ratings outlook is stable. Ratings Rationale The B2 corporate family rating is primarily driven by the very high leverage pro forma for the acquisition. Based on March 31, 2012 LTM results, leverage is greater than 7x but drops to the high 6's pro forma for certain one-time costs and recently secured contracts (calculated on a Moody's adjusted basis). Given the high leverage and potential cyclicality of the business, the ratings are considered weakly positioned in the B2 category. If not for the company's long standing leading position in the oil and gas exploration and production software industry and strong long term outlook for the sector, the ratings would be lower. Paradigm is one of three main players that make up the vast majority of the industry. The search for fossil fuels in increasingly difficult locations and need to extract the maximum fuel out of a given site along with the ever increasing amount of data collected on these sites should continue to drive steady demand for the company's software. Nonetheless the company is small compared to other similarly rated software companies and competes with the software divisions of two much larger, better capitalized industry players, Halliburton (A2) and Schlumberger (A1) who offer a complete line of services to oil and gas exploration customers. Paradigm has competed successfully with its larger competitors but not with the contemplated leverage levels. The ratings outlook is stable and reflects Moody's view that leverage will drop to 6x over the next year and that industry demand will exhibit at least modest growth. Perpetual license revenues can be cyclical however as witnessed in the last downturn. The ratings could be pressured by a rapid deterioration in capital spending by oil and gas exploration and production players due to a global recession or dramatic drop in the price of oil that leads to a significant decline in license revenues. Quantitatively, the ratings could be downgraded if leverage remains above 6.5x for an extended period. The ratings could be upgraded if leverage were sustained below 4.5x. However, given the high closing leverage and aggressive financial policies, an upgrade is not likely in the near to medium term. Liquidity is considered good pro forma for the transaction based on modest cash levels at closing, an undrawn $40 million revolver and approximately $20 million of pro forma free cash flow based on Moody's estimates. The following ratings were assigned: Corporate family rating: B2 Probability of default: B2 First lien senior secured revolver due 2017, B1 LGD3, 34% First lien senior secured term loan due 2018, B1 LGD3, 34% Second lien secured term loan due 2019, Caa1 LGD5, 87% Ratings outlook: Stable The principal methodology used in rating Paradigm was the Global Software Industry Methodology published in May 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Paradigm Ltd. is a provider of software to the oil and gas exploration and production industry. The company's main offices are in Houston, TX. PRINCETON NATIONAL: Reports $1 Million Net Income in Q1 2012 ------------------------------------------------------------ Princeton National Bancorp, Inc., filed its quarterly report on Form 10-Q, reporting net income of $1.01 million on $7.72 million of net interest income (before provision for loan losses) for the three months ended March 31, 2012, compared with net income of $1.74 million on $9.36 million of net interest income (before provision for loan losses) for the same period in 2011. The Company's balance sheet at March 31, 2012, showed $1.021 billion in total assets, $1.015 billion in total liabilities, and stockholders' equity of $5.74 million. "The most recent notifications, at March 31, 2012 from the federal banking agencies categorized the subsidiary bank as under- capitalized under the regulatory framework for prompt corrective action." As reported in the TCR on April 16, 2012, BKD, LLP, in Decatur, Illinois, expressed substantial doubt about Princeton National Bancorp's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has suffered recurring losses resulting from the effects of the economic downturn causing its subsidiary bank to be undercapitalized and resulting in a consent order to be issued by the primary regulator. A copy of the Form 10-Q is available for free at: http://is.gd/HX5ium Located in Princeton, Illinois, Princeton National Bancorp, Inc., is a single-bank holding company which operates in one business segment conducting a full-service banking and trust business through its subsidiary bank, Citizens First National Bank. QUALITY BUILDING: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Quality Building Stone, Inc. 993 W 14730 S Bluffdale, UT 84065 Bankruptcy Case No.: 12-29022 Chapter 11 Petition Date: July 13, 2012 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Joel T. Marker Debtor's Counsel: Robert Fugal, Esq. BIRD & FUGAL 384 East 720 South, Suite 201 Orem, UT 84058 Tel: (801) 426-4700 E-mail: robfugal@birdfugal.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Velina K. Miller, president. QUALITY DISTRIBUTION: Signs Separation Agreement With SVP Gold -------------------------------------------------------------- Quality Distribution, Inc., entered into an Agreement of Separation and General Release with Jonathan C. Gold providing for Mr. Gold's cessation of service as Senior Vice President, General Counsel and Corporate Secretary of the Company. Effective July 9, 2012, John T. Wilson became the Company's Senior Vice President, General Counsel and Corporate Secretary. Under the Separation Agreement, Mr. Gold will serve as an employee of the Company through Aug. 3, 2012. During this period, Mr. Gold will continue to receive his current salary and benefits. Pursuant to the Separation Agreement, Mr. Gold is entitled to receive severance pay and benefits under his Employment Agreement dated April 2007, as subsequently amended on Jan. 29, 2010, comprised of an amount equal to his annual cash bonus at target prorated through Aug. 3, 2012, or approximately $39,000, paid at the same time as annual cash bonuses are normally paid, amounts aggregating $220,000, equivalent to a year's salary, payable in accordance with the normal payroll cycles of the Company for 12 months, amounts equal to his cash bonus at target for the 12-month period, or $66,000, paid at the same times as annual cash bonuses are normally paid, and continuing coverage under the Company's health plan for 12 months. All 6,250 stock options and all 2,500 shares of restricted stock owned by Mr. Gold that were scheduled to vest on Nov. 4, 2012, will continue to vest notwithstanding the cessation of his employment. Mr. Gold will retain the right to exercise all vested options until Dec. 31, 2012, or until June 30, 2013, if Mr. Gold dies, becomes disabled or obtains material non- public information while providing the consulting services. All other unvested options and restricted shares are forfeit upon the cessation of Mr. Gold's employment. Under the Separation Agreement Mr. Gold has agreed to perform certain consulting services at the request of the Company for up to seven days during the 12 months beginning Aug. 4, 2012, for $2,000 per day plus reasonable travel expenses. Under the Separation Agreement, Mr. Gold has granted the Company a general release of all claims. Mr. Gold's existing agreements with the Company include certain restrictions on the disclosure of confidential information by Mr. Gold, and prohibit Mr. Gold from competing with the Company or from soliciting its customers or employees for a period of 12 months following the cessation of his employment. About Quality Distribution Quality Distribution, LLC, and its parent holding company, Quality Distribution, Inc., are headquartered in Tampa, Florida. The company is a transporter of bulk liquid and dry bulk chemicals. The company's 2010 revenues are approximately $686 million. Apollo Management, L.P., owns roughly 30% of the common stock of Quality Distribution, Inc. The Company reported net income of $23.43 million in 2011, compared with a net loss of $7.40 million in 2010. The Company's balance sheet at March 31, 2012, showed $330.79 million in total assets, $398.38 million in total liabilities and a $67.58 million total shareholders' deficit. Bankruptcy Warning In its Form 10-K for 2011, the Company noted that it had consolidated indebtedness and capital lease obligations, including current maturities, of $307.1 million as of Dec. 31, 2011. The Company must make regular payments under the New ABL Facility and its capital leases and semi-annual interest payments under its 2018 Notes. The New ABL Facility matures August 2016. However, the maturity date of the New ABL Facility may be accelerated if the Company defaults on its obligations. If the maturity of the New ABL Facility or such other debt is accelerated, the Company does not believe that it will have sufficient cash on hand to repay the New ABL Facility or such other debt or, unless conditions in the credit markets improve significantly, that the Company will be able to refinance the New ABL Facility or such other debt on acceptable terms, or at all. The failure to repay or refinance the New ABL Facility or such other debt at maturity will have a material adverse effect on the Company's business and financial condition, would cause substantial liquidity problems and may result in the bankruptcy of the Company or its subsidiaries. Any actual or potential bankruptcy or liquidity crisis may materially harm the Company's relationships with its customers, suppliers and independent affiliates. RACKWISE INC: Amends 40.8 Million Resale Prospectus --------------------------------------------------- Rackwise, Inc., filed with the U.S. Securities and Exchange Commission amendment no.3 to the Form S-1 relating to the sale of up to 40,803,384 shares of the Company's common stock, par value $0.0001 per share, by George M. Abraham, Black Diamond Financial Group, LLC, Navesink Capital Advisors, LLC, et al. The 28,580,454 of the shares are presently issued and outstanding and 12,222,930 of the shares are issuable upon exercise of presently exercisable common stock purchase warrants. The Company's common stock is traded on the OTC Bulletin Board under the symbol "RACK". On May 23, 2012, the last reported sale price for the Company's common stock was $0.76 per share. A copy of the amended filing is available for free at: http://is.gd/CggeSV About Rackwise Rackwise, Inc., is a software development, sales and marketing company within the markets of IT infrastructure, data center monitoring, management and optimization, data center cost efficiency and green data centers. The Company's executive offices are currently located in San Francisco, California, and the Company has a software development and data center in the Research Triangle Park in Raleigh, North Carolina. The Company is in the process of relocating our executive offices to Folsom, California and expanding its software development center. The Company's balance sheet at March 31, 2012, showed $1.06 million in total assets, $3.53 million in total liabilities, and a stockholders' deficit of $2.47 million. As reported in the TCR on April 9, 2012, Marcum LLP, in New York, N.Y., expressed substantial doubt about Rackwise, Inc.'s ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has not achieved a sufficient level of revenues to support its business and has suffered recurring losses from operations. REFLECT SCIENTIFIC: Settles with Debenture Holders for $75,000 -------------------------------------------------------------- Reflect Scientific, Inc., reached an agreement with Enable Growth Partners LP, Enable Opportunity Partners LP and Pierce Diversified Strategy Master Fund LLC to settle the Debentures held by them that were in default. On July 9, 2012, Reflect Scientific paid the $75,000 required under the Settlement Agreement. The settlement removes $3,401,125 in outstanding principal, penalties and accrued interest, as well as canceling associated warrants issued to these Debenture Holders. Reflect Scientific's 12% Senior Convertible Debentures issued on June 29, 2007, matured on June 29, 2009. The Company failed to repay the outstanding principal amount of $1,753,000 on the Debentures on the maturity date due to a lack of available funds, and the Debentures were in default. In August 2010, management reached Settlement Agreement with Enable Growth Partners LP, Enable Opportunity Partners LP and Pierce Diversified Strategy Master Fund LLC on a plan to settle the Debentures held by them that were in default. The Settlement Agreements were contingent upon the Company making an aggregate cash payment in the amount of $250,000. The Company was unable to pay the $250,000 to complete these Settlement Agreements. About Reflect Scientific Orem, Utah-based Reflect Scientific, Inc., is engaged in the manufacture and distribution of innovative products targeted at the life science market. Customers include hospitals and diagnostic laboratories, pharmaceutical and biotech companies, universities, government and private sector research facilities, and chemical and industrial companies. After auditing the 2011 results, Mantyla McReynolds, LLC, in Salt Lake City, Utah, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has experienced recurring losses from operations and negative working capital. The Company reported a net loss of $1.18 million in 2011, compared with a net loss of $1.77 million in 2010. The Company's balance sheet at March 31, 2012, showed $3.97 million in total assets, $4.59 million in total liabilities and a $616,976 total shareholders' deficit. REVEL ENTERTAINMENT: Bank Debt Trades at 20% Off ------------------------------------------------ Participations in a syndicated loan under which Revel Entertainment Group LLC is a borrower traded in the secondary market at 79.75 cents-on-the-dollar during the week ended Friday, July 13, 2012, a drop of 0.58 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 750 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 15, 2017, and carries Moody's B3 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 156 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Revel Entertainment Group, LLC -- http://www.revelinac.com/-- is a gaming and entertainment company that is developing a $2.4 billion beachfront casino entertainment resort project in Atlantic City, which is expected to open in mid-2012. The company was founded in 2006 and is based in Atlantic City, N.J. ROLLERAMA II: Case Summary & 12 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Rollerama II, Inc. 6995 Grand River Road Brighton, MI 48114-9347 Bankruptcy Case No.: 12-32939 Chapter 11 Petition Date: July 13, 2012 Court: United States Bankruptcy Court Eastern District of Michigan (Flint) Judge: Daniel S. Opperman Debtor's Counsel: Charles G. Hodgson, Esq. THE LAW OFFICES OF CHARLES G. HODGSON 8163 Grand River Road, Suite 100 Brighton, MI 48114 Tel: (810) 225-4377 Fax: (810) 225-2892 E-mail: carterlaw@comcast.net Scheduled Assets: $16,170 Scheduled Liabilities: $1,450,610 A copy of the Company's list of its 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb12-32939.pdf The petition was signed by David Jackson, vice president. Affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- JDK Holdings LLC 12-30683 02/20/12 JFJ Enterprises LLC 12-30690 02/20/12 JJJ Holding LLC 12-30682 02/20/12 JT Enterprises LLC 12-30691 02/20/12 SAI RAM: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Sai Ram Real Estate Mgt, LLC 3640 Pilgrim Rd. Brookfield, WI 53005 Bankruptcy Case No.: 12-30569 Chapter 11 Petition Date: July 13, 2012 Court: United States Bankruptcy Court Eastern District of Wisconsin (Milwaukee) Judge: Pamela Pepper Debtor's Counsel: Albert Solochek, Esq. HOWARD, SOLOCHEK & WEBER, S.C. 324 East Wisconsin Avenue Milwaukee, WI 53202 Tel: (414) 272-0760 E-mail: alsolochek@hswmke.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/wieb12-30569.pdf The petition was signed by Sadhana K. Singh, member. SAINT VINCENTS: Chapter 11 Plan Declared Effective -------------------------------------------------- Saint Vincents Catholic Medical Centers of New York, et al., notified the U.S. Bankruptcy Court for the Southern District of New York that on June 29, 2012, the Effective Date of the Second Amended Chapter 11 Plan, dated June 21, 2012, occurred, and the Plan was substantially consummated. On June 29, 2012, the Court entered an order confirming the Second Amended Plan. The Second Amended Plan approves and implements the terms of certain settlement agreements. The settlement by and among the Debtors and with statutory committee resolves potential disputes over the allocation of Sale Proceeds among the Debtors' estates and the validity, amount and treatment of all intercompany claims. Under the Plan, each holder of an allowed secured claim will receive the collateral securing the allowed secured claim. Holders of general unsecured claims will receive a pro rata share of the proceeds from an unsecured claims fund. A full-text copy of the Second Amended Plan is available for free at http://bankrupt.com/misc/SAINT_VINCENTS_ds_2amended.pdf About Saint Vincents Saint Vincents Catholic Medical Centers of New York, doing business as St. Vincent Catholic Medical Centers -- http://www.svcmc.org/-- was anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951). St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-11963) on April 14, 2010. The Debtor estimated assets of $348 million against debts totaling $1.09 billion in the new petition. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. SAN BERNARDINO, CA: Used Special Funds to Cover Budget Shortfall ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the San Bernardino, California, city council voted to file bankruptcy after being told that the $45 million budget shortfall resulted from the exhaustion of special funds that had been used to cover deficits in the general fund. According to the report, the $45 million represents 38% of the annual operating budget. Special funds that had been used for the operating budget included money for items such as redevelopment, retiree health and worker's compensation. The shortfall is leaving the city without enough cash to cover the $4 million payroll due Aug. 15. Mr. Rochelle notes that San Bernardino may become the first California municipality to file under Chapter 9 bankruptcy without first undergoing 60 days of mediation mandated by state law. A municipality can omit mediation in case of fiscal emergency. About San Bernardino, California The city council of San Bernardino, California, voted on July 10, 2012, to file for bankruptcy, marking the third time in recent weeks a city in the most populous U.S. state has opted to seek protection from its creditors. The decision by the leaders of San Bernardino, a city of about 210,000 residents approximately 65 miles (104 km) east of Los Angeles, followed a report by city staff that projected city spending would exceed revenue by $45 million in the current fiscal year. Two California cities began municipal bankruptcies in the past month. Stockton filed its petition on June 28, followed by Mammoth Lakes on July 3. SBMC HEALTHCARE: Johnson DeLuca OK'd to Assist Bankruptcy Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, according to SBMC Healthcare, LLC, authorized the Debtor to employ Johnson DeLuca Kursky & Gould, P.C., and Millard A. Johnson as special bankruptcy counsel. In a separate order, the Court authorized the Debtor to employ Marilee A. Madan and Marilee A. Madan, P.C. as bankruptcy counsel. As reported in the Troubled Company Reporter May 31, 2012, Johnson DeLuca will, among other things, render these professional services: a. undertaking to aid Debtor in obtaining information and putting together schedules, statement of affairs and other required pleadings, to comply with the Debtor's duties as debtor in possession; aiding in finalizing and filing same; b. assisting the Debtor and lead bankruptcy counsel in negotiating use and sale of property; undertaking pleading preparation for review of bankruptcy counsel; attending hearing thereon as necessary; c. assisting the Debtor in obtaining use of cash collateral and postpetition financing; assisting with the preparation of any pleadings therefore and assisting with any hearing; and d. aiding lead bankruptcy counsel in development of a plan of reorganization and negotiations related thereto. The firm will be paid in these hourly rates: Mr. Johnson, partner $400 Sara M. Keith, associate $250 Branch M. Sheppard, associate $250 Christopher Johnson, associate $250 Millard A. Johnson of the firm will be designated as attorney-in- charge for the firm and will be responsible for the representation of the Debtor by the firm. It is intended for Mr. Johnson to work with, but not in duplication of services with, Marilee A. Madan as the counsel having bankruptcy background with respect to representation of Chapter 11 debtors. The firm and Marilee A. Madan, P.C., have agreed not to duplicate efforts, but to work economically to preserve the Debtor's estate. To the best of the Debtor's knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About SBMC Healthcare Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey & Co. Investments LLC. It filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-33299) on April 30, 2012. The petition was signed by the president of McVey & Co. Investments LLC, sole manager. In its schedules, the Debtor disclosed $40,149,593 in total assets and $8,684,550 in total liabilities. Marilee A. Madan, P.C., is the Debtor's general bankruptcy counsel. Millard A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky, P.C., serves as the Debtor's special bankruptcy counsel. Judge Jeff Bohm presides over the case. SBMC HEALTHCARE: Marilee A. Madan Approved as Bankruptcy Counsel ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, according to SBMC Healthcare, LLC, authorized the Debtor to employ Marilee A. Madan and Marilee A. Madan, P.C. as bankruptcy counsel. Marilee A. Madan will be designated as attorney-in-charge and will be responsible for the representation of the Debtor by the law firm. Ms. Madan has extensive experience in handling bankruptcy matters of this type, but as a sole practitioner will rely on working with Johnson DeLuca for litigation skills. In particular, Ms. Madan would be working with two of the associates with special counsel's law firm. The firm will, among other things, provide legal assistance and advice to client in its Chapter 11 case for these hourly rates: Marilee A. Madan, Partner $400 Paralegal $65 To the best of the Debtor's knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About SBMC Healthcare Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey & Co. Investments LLC. It filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-33299) on April 30, 2012. The petition was signed by the president of McVey & Co. Investments LLC, sole manager. In its schedules, the Debtor disclosed $40,149,593 in total assets and $8,684,550 in total liabilities. Marilee A. Madan, P.C., is the Debtor's general bankruptcy counsel. Millard A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky, P.C., serves as the Debtor's special bankruptcy counsel. Judge Jeff Bohm presides over the case. SK FOODS: Dist. Court Won't Stay Changes to Injunction Order ------------------------------------------------------------ District Judge Lawrence K. Karlton denied the request of SSC Farms I LLC, SSC Farms II LLC and SSC Farming LLC for a stay pending appeal of the Bankruptcy Court's recent "modification" of a preliminary injunction which it originally entered on March 20, 2010. SSC Farms et al. argue the modification "expands" the assets enjoined by the preliminary injunction in impermissible ways. The Court, however, said SSC Farms et al. have not shown that they are likely to prevail on their assertion that the Bankruptcy Court made any substantive changes to the assets subject to the preliminary injunction. The original preliminary injunction and the adversary complaints -- to which the original preliminary injunction refers -- appear to indicate that everything "held" by SSC Farms et al. was transferred to them, directly or indirectly, by or through SK Foods LP. Therefore, it appears (at this stage) that the new orders' references to assets "held" by SSC Farms et al., is likely referring to the same assets that the original preliminary injunction described as being "transferred" to SSC Farms et al. by SK Foods or as otherwise alleged in the adversary complaints. The District Court, however, held it does appear that the appealed-from order may have effected a substantial change from the original preliminary injunction when it granted the receiver for SK Foods all rights exercisable by non-appellant SS Farms arising from its ownership of stock in non-party SS Farms Australia Pty, Ltd. The order appears to empower the Receiver "to appoint or remove the officers or directors of SS Farms Australia Pty, Ltd." -- to the degree the Receiver is authorized to do so as the receiver of SS Farms which is in turn, a shareholder of SSFA. SSC Farms et al. challenge the authority of the Bankruptcy Court to issue such an order, reaching as it seems to, into the affairs of an Australian company that has not appeared in these proceedings (either in the Bankruptcy Court or in the District Court), and does not appear to have had the opportunity to be heard on the matter. The Chapter 11 Trustee defends the order on appeal in part by arguing that it is necessary to prevent the Salyer entities from transferring the $10 million held by SSFA into overseas accounts that they control, without giving the Chapter 11 Trustee notice or an opportunity to be heard. However, at oral argument, the Chapter 11 Trustee agreed with SSC Farms et al. that no such transfer would occur without prior notice to the Chapter 11 Trustee from the SSFA liquidator. Pursuant to the District Court's Order, SSC Farms et al.'s motion to stay the order on appeal is denied, conditioned upon the Chapter 11 Trustee's agreement to take no action to change SSFA's Board of Directors until after the appeal is resolved. The case is SCOTT SALYER, individually and as trustee of the Scott Salyer Revocable Trust, et al., Appellants, v. BRADLEY D. SHARP, CHAPTER 11 TRUSTEE, Appellee, Civ No. S-12-1292 LKK (E.D. Calif.). A copy of the Court's July 10, 2012 Order is available at http://is.gd/cYqJXifrom Leagle.com. About SK Foods SK Foods LP ran a tomato processing facility. It filed for Chapter 11 bankruptcy protection after being dropped by its lending group. Creditors filed an involuntary Chapter 11 petition against SK Foods LP and affiliate RHM Supply/ Specialty Foods Inc. (Bankr. E.D. Calif. Case No. 09-29161) on May 8, 2009. SK Foods had said it was preparing to file a voluntary Chapter 11 petition when the creditors initiated the involuntary case. The Company later put itself into Chapter 11 and Bradley D. Sharp was appointed as Chapter 11 trustee. The Debtors were authorized on June 26, 2009, to sell the business for $39 million cash to a U.S. arm of Singapore food processor Olam International Ltd. The replacement cost for the assets is $139 million, according to Olam. As reported by the Troubled Company Reporter on Feb. 19, 2010, a federal grand jury returned a seven-count indictment charging Frederick Scott Salyer, former owner and CEO of SK Foods, with violations of the Racketeer Influenced and Corrupt Organizations Act, in connection with his direction of various schemes to defraud SK Foods' corporate customers through bribery and food misbranding and adulteration, and with wire fraud and obstruction of justice. SK FOODS: Court Issues Show Cause Order in Pruett Appeal -------------------------------------------------------- In the appellate case, ROBERT PRUETT, Appellant, v. BRADLEY D. SHARP, CHAPTER 11 TRUSTEE, Appellee, CIV No. S-12-669 LKK (E.D. Calif.), District Judge Lawrence K. Karlton directed the counsel for Mr. Pruett to show cause in writing why he should not be sanctioned in accordance with E.D. Cal. R. ("Local Rule") 110, including a fine of $150 and/or an order dismissing the appeal. Mr. Bradley, the Chapter 11 Trustee for SK Foods, filed a motion seeking dismissal of the appeal. The hearing on the Motion To Dismiss is scheduled for July 23, and Mr. Pruett's opposition or Statement of Non-opposition was due July 9 per Local Rule 230(c). Mr. Pruett, who is represented by the Law Offices of Richard S.E. Johns, Esq., has not filed an opposition or Statement of Non- opposition. Judge Karlton said Mr. Pruett must file his written response to the Order To Show Cause by July 18. The Court moved the hearing on the Motion To Dismiss to Aug. 6 at 10:00 a.m. Mr. Pruett also must file an opposition or a Statement of Non-opposition to the Motion To Dismiss no later than July 16. The Chapter 11 Trustee's reply is due July 30. A copy of the Court's July 11, 2012 Order is available at http://is.gd/bwkhB7from Leagle.com. About SK Foods SK Foods LP ran a tomato processing facility. It filed for Chapter 11 bankruptcy protection after being dropped by its lending group. Creditors filed an involuntary Chapter 11 petition against SK Foods LP and affiliate RHM Supply/ Specialty Foods Inc. (Bankr. E.D. Calif. Case No. 09-29161) on May 8, 2009. SK Foods had said it was preparing to file a voluntary Chapter 11 petition when the creditors initiated the involuntary case. The Company later put itself into Chapter 11 and Bradley D. Sharp was appointed as Chapter 11 trustee. The Debtors were authorized on June 26, 2009, to sell the business for $39 million cash to a U.S. arm of Singapore food processor Olam International Ltd. The replacement cost for the assets is $139 million, according to Olam. As reported by the Troubled Company Reporter on Feb. 19, 2010, a federal grand jury returned a seven-count indictment charging Frederick Scott Salyer, former owner and CEO of SK Foods, with violations of the Racketeer Influenced and Corrupt Organizations Act, in connection with his direction of various schemes to defraud SK Foods' corporate customers through bribery and food misbranding and adulteration, and with wire fraud and obstruction of justice. SOUTHERN RURAL: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Southern Rural Health Care Consortium, Inc. P.O. Box 970 Russellville, AL 35653 Bankruptcy Case No.: 12-82262 Chapter 11 Petition Date: July 13, 2012 Court: United States Bankruptcy Court Northern District of Alabama (Decatur) Judge: Jack Caddell Debtor's Counsel: Kevin D. Heard, Esq. HEARD ARY, LLC 307 Clinton Ave. W., Suite 310 Huntsville, AL 35801 Tel: (256) 535-0817 Fax: (256) 535-0818 E-mail: kheard@heardlaw.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 Kathy Hall, executive director. SPORTSSTUFF INC: Court Defers Ruling on Husch Blackwell Expenses ---------------------------------------------------------------- Bankruptcy Judge Timothy J. Mahoney in Omaha, Nebraska, deferred ruling on the request of Husch Blackwell, LLP, for allowance of attorney fees and reimbursement of expenses in the Chapter 11 case of SportsStuff, Inc. The Court said the final fee application will not be approved until the listed amounts are reconciled and explained. The individual tort claimant creditors have objected to the fees, arguing that, among other things, while court-approved procedures contemplate that interim fee applications would be filed every 120 days, 894 days elapsed since the previous application was filed; and the hourly rates charged by some of the Husch Blackwell attorneys, particularly the $525 charged by Jason Reschly and the $390 charged by Howard Hahn, are excessive. They also objected to the more than $100,000 for work performed after the Debtor's plan was confirmed, which work includes preparation of interim and final fee applications, preparation of the final report, obtaining and reviewing the debtor's operating reports, and researching the allowance of late-filed claims, at least some of which, should have been done by counsel for the creditors' committee. They also argued that counsel should not be compensated for the debtor's failure to pay trustee fees and comply with reporting requirements. The final fee application states that Husch Blackwell has earned $543,133.85 in fees from October 1, 2009, through April 21, 2012, and has been paid $534,159.85, leaving a balance of $8,974. The U.S. Trustee has found the hourly rates for all of the attorneys reasonable. The Court agrees. A copy of the Court's July 11, 2012 Order is available at http://is.gd/1xhAeefrom Leagle.com. About SportsStuff Inc. SportsStuff Inc. in Omaha, Nebraska -- http://www.sportsstuff.com/ -- sells sports accessories. The company filed for Chapter 11 protection on Dec. 31, 2007 (Bank. D. Neb. Case No. 07-82643). Robert V. Ginn, Esq., at Blackwell Sanders Peper Martin LLP, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from their creditors, it listed assets and debts between $1 million and $100 million. A bankruptcy plan was confirmed in March 2011. STOCKTON, CA: Bankr. Judge Appointed to Mediate With Creditors -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the bankruptcy judge handling the municipal bankruptcy for Stockton, California, appointed another bankruptcy judge to serve as mediator assigned to work out a consensual debt- adjustment plan. About Stockton, Calif. The City of Stockton, California, filed a Chapter 9 petition (Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28, 2012, becoming the largest city to seek creditor protection in U.S. history. The city was forced to file for bankruptcy after talks with bondholders and labor unions failed. Stockton estimated more than $1 billion in assets and in excess of $500 million in liabilities. The city, with a population of about 300,000, identified the California Public Employees Retirement System as the largest unsecured creditor with a claim of $147.5 million for unfunded pension costs. In second place is Wells Fargo Bank NA as trustee for $124.3 million in pension obligation bonds. The list of largest creditors includes $119.2 million owing on four other series of bonds. The city is being represented by Marc A. Levinson, Esq., at Orrick, Herrington & Sutcliffe LLP. Mr. Levinson also represented the city of Vallejo, Calif. in its 2008 bankruptcy. The petition was signed by Robert Deis, city manager. Creditors have until Aug. 9 to challenge the city's eligibility for Chapter 9. STRATEGIC AMERICAN: Enters Negotiations for African Concession -------------------------------------------------------------- Duma Energy Corp., formerly known as Strategic American Oil Corporation, has entered into the final stage of negotiations regarding the proposed acquisition by the Company of a private corporation with a significant interest in an African concession totaling approximately 6 million acres (25,000 square km). The Company is seeking to expand beyond its current U.S. operations and acquire highly prospective opportunities in emerging exploration regions. "Our success in the last two years has put us in a strong position for growth. We believe it is the right time to be aggressive and continue to pursue our stated goal of seeking projects that offer huge potential returns. There are great opportunities out there," said Jeremy G. Driver, President and Chief Executive Officer of Duma Energy Corp. Any such Proposed Acquisition will be subject to the execution of definitive acquisition documentation together with the satisfaction of certain conditions precedent which would be standard in acquisitions of this type. About Strategic American Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth stage oil and natural gas exploration and production company with operations in Texas, Louisiana, and Illinois. The Company's team of geologists, engineers, and executives leverage 3D seismic data and other proven exploration and production technologies to locate and produce oil and natural gas in new and underexplored areas. Strategic American a net loss of $10.28 million on $3.41 million of revenue for the year ended July 31, 2011, compared with a net loss of $3.49 million on $531,736 of revenue for the same period during the prior year. The Company reported a net loss of $4.41 million on $5.28 million of revenue for the nine months ended April 30, 2012, compared with a net loss of $9.94 million on $1.48 million of revenue for the same period a year ago. The Company's balance sheet at April 30, 2012, showed $23.93 million in total assets, $11.53 million in total liabilities and $12.39 million in total stockholders' equity. SUPERVALU INC: Denies Bankruptcy Filing Plans --------------------------------------------- Lisa Baertlein at Reuters reports that Chief Executive Craig Herkert said Supervalu Inc. is not considering a bankruptcy filing as part of a strategic review of its business. "That is not a part of our strategic review," Reuters quotes Mr. Herkert as saying. Mr. Herkert said that the grocery chain, which has a large debt load and is losing share to rivals, is still profitable and paying down debt. The Reuters notes Supervalu also reported disappointing quarterly profit, further expense cuts and that it would begin reviewing strategic alternatives. SUPERVALU, Inc. (NYSE:SVU) -- http://www.supervalu.com/-- is a grocery channel that conducts its retail operations under the banners, such as Acme Markets, Albertsons, Bristol Farms, bigg's, Cub Foods, Farm Fresh, Hornbacher's, Jewel-Osco, Lucky, Save-A- Lot, Shaw's Supermarkets, Shop 'n Save, Shoppers Food & Pharmacy and Star Markets. Additionally, the Company provides supply chain services, primarily wholesale distribution, across the United States retail grocery channel. The Company operates in two segments: Retail food and Supply chain services. During the fiscal year ended February 28, 2009 (fiscal 2009), the Company added 44 new stores through new store development and closed 97 stores. The Company leverages its distribution operations by providing wholesale distribution and logistics and service solutions to its independent retail customers through its Supply chain services segment. SUPERVALU INC: Fitch Lowers IDR to 'CCC' on Poor Operating Results ------------------------------------------------------------------ Fitch Ratings has downgraded its Issuer Default Rating (IDR) on SUPERVALU INC. (SVU) and its subsidiaries to 'CCC' from 'B' and has revised its ratings on the company's credit facilities and notes. As of June 16, 2012, the company had $6.3 billion of debt outstanding including capital leases. The downgrade reflects SVU's deteriorating operating results, indicating that its strategy of making gradual price investments to become more competitive is not gaining traction. Fitch sees additional execution risk associated with the company's revised strategy that calls for more aggressive price investments, as they may not yield higher sales volumes. There is also the potential for higher financial leverage should the company be sold. Fitch believes a complete sale of the business is unlikely, although a sale of the hard discount or independent business could weaken the company's business profile. SVU's results continue to disappoint, with first-quarter retail food (supermarket) identical store (ID) sales down 3.7%, and hard discount ID sales (Save-A-Lot) down 3.4%. Sales in the independent business (wholesale distribution) were essentially flat. These declines follow a 2.8% decline in ID sales in fiscal 2012 and a 6.0% decline in fiscal 2011. The company's weak operating results and the challenging environment have led SVU's management to revise its operating strategy by accelerating price investments and financing these investments with accelerated cost reductions. Fitch believes that SVU's negative sales trends will be exacerbated over the near term by this more aggressive pricing posture. Longer term, accelerated price investments may not result in increased volumes, as the entire grocery sector remains fiercely competitive and larger, more capitalized retailers such as Kroger, Safeway and Walmart continue to invest in price reductions as well. As a result, Fitch remains skeptical of Supervalu's ability to narrow the ID sales gap over time. The gross margin was down 10 basis points (bp) during the first quarter, and the SG&A ratio was down 40bp, for a 50bp narrowing of the EBIT margin, from 2.5% in 1Q'11 to 2.0% in 1Q'12. SVU's EBIT margin has been pressured in recent years by weak sales and the deleveraging of fixed costs as well as the impact of ongoing price investments, declining to 2.6% in fiscal 2012 from 2.7% in fiscal 2011 and 3.2% in fiscal 2010. Fitch believes that SVU's operating results will continue to weaken, and that its credit profile could be pressured longer term, with the maturity of $1 billion of 8% notes in 2016 representing a significant hurdle. Fitch expects ID sales will likely worsen and the gross margin will drift lower over the next two years due to the accelerated price investments. This will be offset in part by some expense leverage as the company tackles its cost structure more aggressively. Fitch expects the EBIT margin will narrow from 2.6% in fiscal 2012 (ending February 2012) to below 2.5% over the next two years. EBITDA is expected to drop to below $1.7 billion this year, versus $1.8 billion in fiscal 2012. Adjusted debt/EBITDAR of 4.4x at June 16, 2012 may move only modestly higher over the next two years, reflecting management's continued commitment to repay debt with free cash flow (FCF), estimated by Fitch at around $300 million annually over the next two years. Cash flow is helped by a reduction in capex to $450 million - $500 million from $661 million in fiscal 2012, and the suspension of the dividend, which saves $74 million annually. Management has retained Goldman Sachs and Greenhill & Co. to help evaluate strategic alternatives, which could include selling all or part of the company. SVU has for the first time broken out its hard discount division (Save-A-Lot), leaving it with three reportable segments - retail food, Save-A-Lot and independent business. An outright sale of the business would be complicated by the weak trends within SVU's core retail food segment, and its heavy debt load. However, the hard discount segment would be an attractive property to the right buyer, and the independent business is relatively stable, and could garner some interest. The sale of one or both of these properties could be deleveraging events in the near term, assuming they sold for more than 3.6x EBITDA (the current debt/EBITDA for the whole enterprise), and the proceeds were used for debt reduction. SVU has arranged a new asset-based revolver and term loan (ABL) to replace the current facilities, which are secured only by equity in subsidiaries. The new $1.65 billion is secured primarily by inventories and the new $850 million term loan is secured primarily by real estate. The new facilities eliminate restrictive financial covenants. The new facilities do not violate the limitations on lien covenants in the existing notes, which will therefore remain unsecured. Fitch's existing recovery analysis already assumes that the banks would come ahead of the notes and receive a full recovery. Fitch intends to publish revised recovery ratings and assign ratings to the new credit facilities when they become effective in the next few weeks. With regard to the existing capital structure, Fitch has allocated an assumed enterprise value (EV) across the organization based on a division of the independent business (supply chain) segment between SUPERVALU Inc. (75%) and the direct SVU operating subsidiaries (25%), and a division of the retail segment based on the number of stores at each entity. This refinancing extends the company's maturity schedule, compared with the existing revolver maturity in 2015, and existing term loan maturities in 2015 and 2018. The company's key upcoming maturities are $140 million of notes in 2013, $490 million of notes and the $200 million A/R facility in 2014, and $1 billion of notes in 2016. The company should be able to handle the 2013-2014 maturities with free cash flow, leaving the next big hurdle in May 2016, when the $1 billion in notes comes due. What Could Trigger A Rating Action A downgrade could result if negative ID sales persist, suggesting the company is not reversing traffic declines, or if operating margins narrow more than expected, leading to weaker FCF and credit metrics. In addition, the company has some refinancing risk longer term, with $1 billion of notes coming due in May of 2016. Fitch has downgraded the following ratings: SUPERVALU INC. -- IDR to 'CCC' from 'B'; -- $1.5 billion bank facilities to 'B/RR2' from 'BB-/RR2'; -- Term Loan B to 'B/RR2' from 'BB-/RR2'; -- Senior unsecured notes to 'CCC/RR4' from 'B/RR4'. New Albertson's, Inc. -- IDR to 'CCC' from 'B'; -- Senior unsecured notes to 'CCC/RR4' from 'B/RR4'. American Stores Company, LLC -- IDR to 'CCC' from 'B'; -- Senior unsecured notes to 'B-/RR3' from 'B+/RR3'. TEEKAY CORP: Moody's Affirms B1 Corp. Family Rating; Outlook Neg ---------------------------------------------------------------- Moody's Investors Service affirmed its debt ratings of Teekay Corporation: B1 Corporate Family and B2 senior unsecured. Moody's also lowered the Speculative Grade Liquidity rating to SGL-3 from SGL-2 and changed the rating outlook to negative from stable. Ratings Rationale The negative outlook considers the potential for consolidated credit metrics to remain weak for the B1 rating notwithstanding management's stated intention to use more equity capital when funding future growth investments or sales of assets from the parent to one of the publicly-listed subsidiaries. Weak fundamentals in the conventional tanker industry have led to significant operating losses in Teekay's conventional tanker operations, which have dragged down consolidated earnings and operating cash flow, and maintained pressure on the weak credit metrics profile. Teekay will reduce its exposure to the conventional tanker segment in the upcoming 24 months as a number of in-charters expire. Reducing investment in this segment should lessen the pressure on consolidated earnings and operating cash flows. Moody's anticipates the Teekay family of companies to continue to pursue asset acquisitions and new projects because of Teekay's objective to grow the value of its general partner interests in the subsidiaries. How such investments are funded will be an important determinant of whether Moody's can maintain the current B1 rating. The lowering of the Speculative Grade Liquidity rating to SGL-3 reflects Moody's expectation of negative free cash flow generation into at least 2013 with ongoing vessel construction programs. The liquidity assessment also anticipates more modest cash balances and more limited availability on the Parent company's revolving credit facilities and larger expirations of revolver commitments, which will need to be refinanced. Examining the financial statements of the daughter companies highlights the significant amount of debt Teekay has incurred to transform itself from mainly a crude oil tanker owner and operator to the self-described asset manager that sources projects for the Teekay family of companies. Deployment of capital for contracted long-term, project-like investments in the LNG and offshore segments reduces the variability of operating cash flows over the course of the tanker cycle, but does not guarantee steady earnings growth in all periods. The payout of an overwhelming majority of earnings of the daughter companies to equityholders results in higher leverage in these subsidiaries and is an impediment to a stronger credit profile. The B1 Corporate Family Rating reflects Teekay's position as a leading provider of seaborne transportation of oil and refined petroleum products, the contributions of the fixed-rate fleet that cover its operating and G&A expenses and its adequate liquidity. Moody's believes that the company's fleet deployment strategy makes its risk profile stronger than that implied by its particularly high leverage and weak coverage of interest. However, the rating contemplates that Teekay's strategy to grow its MLP distributions will lead to more acquisitions and sustained high debt balances. Lower losses in the conventional tanker operations, earnings expansion as recently acquired or completed vessels enter revenue service in upcoming quarters and moving certain assets into joint ventures should contribute to improving credit metrics. The ratings may be downgraded if Teekay does not strengthen its credit metrics. Moody's will look for Debt (net of restricted cash) to EBITDA to fall below 7.0 times and EBIT to interest to exceed 1.1 times by the December 31, 2012 measurement period, and further improvements thereafter. For example, Moody's would look for Debt to EBITDA to be falling below 6.0 times and EBIT to interest to be approaching 1.5 times. The inability to increase Retained cash flow to Net Debt above 7% could also lead to a downgrade of the ratings. Moody's expects Teekay to invest in additional projects with the passage of time. Moody's could downgrade the ratings if pursuit of these new investments does not allow for the de-levering at either the subsidiary or consolidated Teekay levels. Repurchases of the Parent company's common shares could also result in a ratings downgrade as could a sustained decline in the Parent company's unrestricted cash to below $125 million or the inability of the parent or a subsidiary to timely refinance upcoming maturities under any of the 14 revolving credit facilities. There is no upwards pressure on the ratings because of the current credit metrics profile. Significant strengthening of credit metrics would be required before Moody's would consider a change in the outlook to positive. The principal methodology used in rating Teekay was the Global Shipping Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Teekay Corporation, a Marshall Islands corporation headquartered in Hamilton, Bermuda, having its main operating office in Vancouver, Canada, operates a fleet of 151 owned or chartered-in crude, refined products, LNG, LPG and FPSO vessels, including eight newbuildings on order. TEMPLE MESSIANIQUE: Case Summary & 19 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Temple Messianique, Inc. aka Center Donation Thrift Store aka Messianique Child and Family Empowerment Centers aka Temple Messianique Child Care Center & Kindergarten 5420 N. State Road 7 Fort Lauderdale, FL 33319 Bankruptcy Case No.: 12-26713 Chapter 11 Petition Date: July 11, 2012 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: Sherri B. Simpson, Esq. LAW OFFICES OF SHERRI B. SIMPSON, P.A. 644 SE 5 Ave Ft. Lauderdale, FL 33301 Tel: (954) 524-4141 Fax: (954) 763-5117 E-mail: sbsecf@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 19 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb12-26713.pdf The petition was signed by Joseph Valbrum, president. THERAPEUTICSMD INC: Had $13.3 Million Net Loss in First Quarter --------------------------------------------------------------- TherapeuticsMD, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $13.29 million on $721,692 of revenues for the three months ended March 31, 2012, compared with a net loss of $774,365 on $485,856 of revenues for the same period in 2011. The Company's balance sheet at March 31, 2012, showed $1.49 million in total assets, $4.84 million in total liabilities, and a shareholders' deficit of $3.35 million. As reported in the TCR on April 2, 2012, Rosenberg Rich Baker Berman & Company, in Somerset, N.J., expressed substantial doubt about TherapeuticsMD, Inc.'s ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has suffered a loss from operations of approximately $5.4 million and had negative cash flow from operations of approximately $5.0 million. A copy of the Form 10-Q is available for free at: http://is.gd/F58krY Boca Raton, Fla.-based TherapeuticsMD, Inc., is a specialty pharmaceutical company focused on the sales, marketing and development of branded and generic pharmaceutical and OTC products primarily for the women's healthcare market. The Company's products are designed to improve the health and well-being of women from pregnancy through menopause while using information technology to lower costs for the Patient, Physician and Payor. TRAINOR GLASS: Has Access to Cash Collateral Until October ---------------------------------------------------------- Trainor Glass Company said in a court filing that First Midwest Bank, its postpetition lender, has agreed to allow it access to cash collateral until October. The cash collateral motion filed July 3, 2012, says the lender has agreed to a third and amended supplemental budget which runs through Sept. 30, 2012. The document also says the postpetition lender has agreed to extend the termination date until the earlier of (a) the lender serving a notice of the occurrence of an event of default, and (b) Oct. 5, unless the lender agrees to an extension. A hearing on the cash collateral motion was set for July 10. About Trainor Glass Trainor Glass Company, doing business as Trainor Modular Walls, Trainor Solar, and Trainor Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012. Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a residential glass business in Chicago, Illinois. Trainor's business model was focused on quality fabrication, design, engineering, and installation of glass products and framing systems in virtually every architectural application, including (a) new construction, (b) green-building solutions, (c) building rehabilitation, (d) storefronts and entrances, (e) tenant interiors, and (f) custom-specialty work. The Hon. Carol A. Doyle oversees the Chapter 11 case. David A. Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel. High Ridge Partners, Inc., serves as its financial consultant. The Debtor scheduled $14,276,745 in assets and $64,840,672 in liabilities. A three-member official committee of unsecured creditors has been appointed in the case. The committee retained Sugar Felsenthal Grais & Hammer LLP as counsel. TRI-LAND PROPERTIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Tri-Land Properties, Inc., an Illinois corporation One Westbrook Corporate Center Suite 520 Westchester, IL 60154 Bankruptcy Case No.: 12-22623 Chapter 11 Petition Date: July 11, 2012 Court: United States Bankruptcy Court Northern District of Indiana (Hammond Division) Judge: J. Philip Klingeberger Debtor's Counsel: David K. Welch, Esq. CRANE, HEYMAN, SIMON, WELCH & CLAR 135 South LaSalle St. Suite 3705 Chicago, IL 60603 Tel: (312) 641-6777 E-mail: dwelch@craneheyman.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/innb12-22623.pdf The petition was signed by Richard F. Dube, president. Pending bankruptcy cases of affiliates: Petition Debtor District / Case No. Date ------ -------------------- ---- Century Plaza, LLC, Bankr. N.D. Ind. 11-24075 10/18/11 T-L Brywood LLC, Bankr. N.D. Ill. 12-09582 03/12/12 TRIBUNE CO: Court to Confirm Plan, Overrules Objections ------------------------------------------------------- As widely reported, Tribune Co. won Court approval of its Chapter 11 plan of reorganization at a hearing on Friday in Wilmington, Delaware. The Associated Press reports Judge Kevin J. Carey overruled outstanding objections by various creditors to the company's plan, which leaves Tribune in the hands of a new ownership group led by the hedge fund Oaktree Capital Management, JPMorgan Chase and Angelo, Gordon & Company, a firm that invests in troubled companies. Once final revisions to the plan are made, Judge Carey said, he will confirm it. The Wall Street Journal's Keach Hagey and Mike Spector note that before it formally emerges from bankruptcy, Tribune must still get approval from the Federal Communications Commission on new broadcast licenses and waivers for overlapping ownership of television stations and newspapers in certain markets. WSJ also reports Tribune will soon turn to naming a new board and possibly a new chief executive. According to WSJ, people familiar with the matter said no decisions have yet been made on Tribune's strategic direction. Speculation has swirled that the Los Angeles Times could be up for sale at some point, with philanthropist Eli Broad and News Corp. mentioned as possible suitors. "Eli Broad would be interested in being one of a number of wealthy families or foundations that would like to own the paper," said Karen Denne, chief communications officer for the Broad Foundation, according to WSJ. WSJ also reports News Corp. Chief Executive Rupert Murdoch said Friday he wasn't immediately interested in purchasing the Los Angeles Times. He said he would think about a possible purchase but that it "isn't the right time." A copy of Judge Carey's July 13 Memorandum overruling objections to the Fourth Amended Plan is available at http://is.gd/6viMGJ About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Buena Vista Claim Reduced to $6.8MM From $110MM ----------------------------------------------------------- Tribune Co. and Buena Vista Television entered into a stipulation, which the Court approved, resolving Buena Vista's proofs of claim. The parties agreed that the Buena Vista Claims, originally asserted for $110,272,131, will be allowed for $6,805,448. The claims will be satisfied pursuant to the Debtors' plan of reorganization. In the event the Debtors assume their agreements with Buena Vista, then the claims related to those contracts will be afforded treatment under the Plan for the cure of defaults arising from those assumed executory contracts. Buena Vista will retain the right to assert rejection claims should its contracts be rejected. The Debtors and Buena Vista had prepetition television programming and barter programming agreements. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: AT&T Claim Reduced From $1.75MM to $1.13MM ------------------------------------------------------ Tribune Co. and AT&T Inc. entered into a stipulation, which the Court approved, providing that the claims filed by AT&T for $1,754,153 will be allowed as general unsecured claims at a reduced amount of $1,134,137. In the event the Debtors assume their agreements with AT&T, then the claims related to those contracts will be afforded treatment under the Plan for the cure of defaults arising from those assumed executory contracts. AT&T will retain the right to assert rejection claims should its contracts be rejected. AT&T is the primary provider of telecommunications and data services to the Debtors. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Stipulation Allows Woodies Claim for $1.98-Mil. ----------------------------------------------------------- Tribune Publishing Company and Woodies Holdings LLC were parties to a lease dated May 9, 2005, for the property located at 1025 F. Street, N.W., Washington, D.C. The Debtor rejected the lease which led to the Landlord filing a claim for rejection damages totaling $2,064,202. The Debtor engaged in discussions with the Landlord over a period of eight months. The parties have compromised and settled the disputed Claim No. 6141. The claim will be reduced and allowed for $1,979,958. The allowed claim will be satisfied in accordance with the Debtors' plan of reorganization. The Court approved the parties' stipulation. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Objects to Fla. Revenue Dept.'s $5.7-Mil. Claim ----------------------------------------------------------- Tribune Co. and its affiliates object to and ask the Court to disallow Claim No. 7104 asserted by the Department of Revenue for the State of Florida after determining that they do not have any liability for the claim because the amounts have already been paid. Claim No. 7104 asserts $5,750,522 for corporate income tax liabilities and related interest charges allegedly owed by Tribune Co. for tax years 2001 and 2003 through 2007. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Bank Debt Trades at 32% Off in Secondary Market ----------------------------------------------------------- Participations in a syndicated loan under which Tribune Co. is a borrower traded in the secondary market at 67.95 cents-on-the- dollar during the week ended Friday, July 13, 2012, an increase of 1.45 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on May 17, 2014. The loan is one of the biggest gainers and losers among 156 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: Kerr-McGee Trial Put on Ice to Permit Mediation ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that trial of the lawsuit by creditors of Tronox Inc. and the U.S. government against Tronox's former parent Kerr-McGee Corp. has been halted until July 24. The trial is in hiatus to allow the parties to discuss settlement with help from a mediator, according to court records. The trial began in May, with the government and Tronox creditors seeking billions of dollars for environmental liabilities from Anadarko Petroleum Corp., which acquired Kerr-McGee. The lawsuit is Tronox Inc. v. Anadarko Petroleum Corp. (In re Tronox Inc.), 09-1198, U.S. Bankruptcy Court, Southern District of New York (Manhattan). About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09- 10156) on Jan. 13, 2009, before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represented the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants served as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders were appointed in the cases. The Creditors Committee retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until Sept. 30, 2008, Tronox was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of Dec. 31, 2008, Tronox had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors' First Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code, dated Nov. 5, 2010. Under the Plan, Tronox reorganized around its existing operating businesses, including its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi; Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia. TXU CORP: Bank Debt Trades at 40% Off in Secondary Market --------------------------------------------------------- Participations in a syndicated loan under which TXU Corp., now known as Energy Future Holdings Corp., is a borrower traded in the secondary market at 60.28 cents-on-the-dollar during the week ended Friday, July 13, 2012, an increase of 0.54 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating and Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 156 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's balance sheet at Dec. 31, 2011, showed $44.07 billion in total assets, $51.83 billion in total liabilities, and a $7.75 billion total deficit. Energy Future had a net loss of $1.91 billion on $7.04 billion of operating revenues for the year ended Dec. 31, 2011, compared with a net loss of $2.81 billion on $8.23 billion of operating revenues during the prior year. * * * In late January 2012, Moody's Investors Service changed the rating outlook for Energy Future Holdings Corp. (EFH) and its subsidiaries to negative from stable. Moody's affirmed EFH's Caa2 Corporate Family Rating (CFR), Caa3 Probability of Default Rating (PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1 senior secured rating for Oncor. EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed company with limited flexibility. EFH's capital structure is complex and, in our opinion, untenable which calls into question the sustainability of the business model and expected duration of the liquidity reserves. TXU CORP: Bank Debt Trades at 36% Off in Secondary Market --------------------------------------------------------- Participations in a syndicated loan under which TXU Corp., now known as Energy Future Holdings Corp., is a borrower traded in the secondary market at 63.81 cents-on-the-dollar during the week ended Friday, July 13, 2012, an increase of 1.11 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2014, and carries Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 156 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's balance sheet at Dec. 31, 2011, showed $44.07 billion in total assets, $51.83 billion in total liabilities, and a $7.75 billion total deficit. Energy Future had a net loss of $1.91 billion on $7.04 billion of operating revenues for the year ended Dec. 31, 2011, compared with a net loss of $2.81 billion on $8.23 billion of operating revenues during the prior year. * * * In late January 2012, Moody's Investors Service changed the rating outlook for Energy Future Holdings Corp. (EFH) and its subsidiaries to negative from stable. Moody's affirmed EFH's Caa2 Corporate Family Rating (CFR), Caa3 Probability of Default Rating (PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1 senior secured rating for Oncor. EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed company with limited flexibility. EFH's capital structure is complex and, in our opinion, untenable which calls into question the sustainability of the business model and expected duration of the liquidity reserves. UNI-PIXEL INC: To Hold 2nd Quarter Conference Call on July 30 ------------------------------------------------------------ UniPixel, Inc., will hold a conference call on Monday, July 30, 2012, at 4:30 p.m. Eastern time to discuss the second quarter ended June 30, 2012. Financial results will be issued in a press release prior to the call. UniPixel President and CEO Reed Killion and CFO Jeff Tomz will host the presentation, followed by a question and answer period. Date: Monday, July 30, 2012 Time: 4:30 p.m. Eastern time (1:30 p.m. Pacific time) Dial-In Number: 1-877-941-2069 International: 1-480-629-9713 Conference ID#: 4552201 The conference call will be broadcast simultaneously and available for replay via the Investors section of the company's Web site at www.unipixel.com Participants are advised to call the conference telephone number 5-10 minutes prior to the start time. A replay of the call will be available after 7:30 p.m. Eastern time on the same day and until Aug. 30, 2012: Toll-free replay number: 1-877-870-5176 International replay number: 1-858-384-5517 Replay pin number: 4552201 About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. The Company reported a net loss of $8.57 million in 2011 and a net loss of $3.82 million in 2010. The Company's balance sheet at March 31, 2012, showed $6.97 million in total assets, $101,694 in total liabilities, and $6.87 million in total shareholders' equity. UNIT CORP: Fitch to Rate $350MM Subordinated Add-on Notes 'BB' -------------------------------------------------------------- Fitch Ratings will rate a $350 million add-on to Unit Corporation's (UNT) 6.625% senior subordinated notes 'BB-'. The sale of the notes will in part finance a $617 million acquisition of certain oil and gas properties in Western Oklahoma and the Texas Panhandle from Noble Energy, Inc. Fitch rates UNT's other classes of debt as follows: -- Issuer Default Rating 'BB'; -- Senior Unsecured Debt 'BB'; -- Senior Subordinated Debt 'BB-'. The Rating Outlook is Negative. To finance the acquisition, which is expected to close in September, UNT will reopen its 6.625% senior subordinated notes issue due May 15, 2021 and add another $350 million to that $250 million issue. UNT will look to its unsecured borrowing base revolver to ultimately finance the balance of its needs, which could add up to another $299 million including acquisition and finance expenses. The company is also evaluating the potential sale of $200 million to $300 million in non-core assets. The company's $250 million borrowing base revolver is expected to be increased to $750 million. Fitch assigned a Negative Outlook to UNT's ratings following the announcement of the acquisition owing to the potential increase in leverage. Fitch noted yesterday that if fully debt financed, the acquisition could push leverage to approximately 1.5x UNT's unadjusted LTM EBITDA at March 31, 2012 with the expectation that debt/EBITDA would not exceed 2.0x by the end of this year assuming stressed hydrocarbon prices. UNIT CORP: Moody's Rates Proposed $350MM Sr. Sub. Notes 'B2' ------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to Unit Corporation's proposed $350 million senior subordinated notes due 2021. Unit's other ratings were unchanged. The outlook is stable. The note proceeds will be used to partially fund the previously announced acquisition of Noble Energy, Inc.'s (Noble, Baa2 stable) Mid-continent assets for $617 million. These notes will be initially issued under Rule 144A under the Securities Act and subsequently registered with the SEC and treated as a single class of debt with Unit's existing $250 million senior subordinated notes due 2021. Issuer: Unit Corporation Assignments: US$350M Senior Subordinated Regular Bond/Debenture, Assigned B2 US$350M Senior Subordinated Regular Bond/Debenture, Assigned a range of LGD5, 81 % Ratings Rationale While the Noble asset acquisition will triple Unit's debt burden and push leverage significantly above its historically low levels, Moody's views the added scale and diversification benefits coupled with growth prospects for all three of its business segments, to improve the company's business risk profile and partially mitigate the increased financial risks. The purchase multiples ($61,700 per boe of flowing barrel and $14 per boe of proved reserves) appear rich given these are primarily natural gas assets. Although this acquisition in Western Oklahoma and Texas Panhandle near Unit's existing core Granite Wash and Marmaton acreage is a good strategic fit for organic growth, this will also increase Unit's asset concentration in one geographic region. Unit's pro-forma debt to average daily production will leap to $21,000 per boe (from $9,400 per boe) and debt to proved developed reserves will increase to $7.40 per boe (from $3.60 per boe) following the acquisition, which will still remain within Moody's tolerance level for the Ba3 rated E&P universe. However, any material increase from these levels could prompt a negative rating action. The Ba3 Corporate Family Rating (CFR) is underpinned by Unit's track record of consistent reserves and production growth; the company's diversified exposure to the upstream, drilling and midstream segments, which provides stability to cash flows and market intelligence; and historically conservative financial policies. The rating is tempered by Unit's limited scale of upstream operations, natural gas weighted production and reserves profile, and exposure to the cyclicality and volatility of the mature North American land drilling market. Unit's senior subordinated notes are rated B2, two notches below the CFR, indicating their subordinated position in the capital structure relative to the senior unsecured revolving credit facility. Moody's overrode its Loss Given Default (LGD) Methodology driven rating because of the anticipated increased borrowings under the priority ranking revolver in the coming quarters. The note rating reflects both the overall probability of default of the company to which Moody's assigns a PDR of Ba3, and a loss given default of LGD 5 (81%). In conjunction with the acquisition, Unit intends to increase its revolver commitment amount up to $750 million and the banks anticipate increasing the borrowing base to $800 million. The stable outlook reflects Unit's multi-sector exposure and Moody's expectation that debt will not grow materially from current levels . An upgrade is possible if Unit can sustain production above 55,000 boe per day, significantly expand its midstream operations and maintain a debt to PD reserves ratio below $5.00 per boe on a consolidated basis. A downgrade could occur if Unit's leverage, which has historically been the key support for its rating, increases above $23,000 boe in terms of debt to average daily production. Any material decline in production or separation/divestiture of non-E&P businesses could also prompt a downgrade. The principal methodology used in rating Unit Corporation was the Global Independent Exploration and Production Industry Methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Unit Corporation, headquartered in Tulsa, Oklahoma, is a diversified energy company engaged in the exploration and production of oil and gas, onshore contract drilling, and gathering and processing activities. Operations are principally located in the Mid-Continent region, including the Anadarko, Arkoma, Permian, Rocky Mountain and Gulf Coast Basins. UNIT CORP: S&P Retains 'BB-' Subordinated Debt Rating After Add-On ------------------------------------------------------------------ Standard & Poor's Ratings Services said its 'BB-' subordinated debt rating on Unit Corp.'s 6.625% senior subordinated notes due 2021 is unchanged. The company announced it will seek to add on $350 million to the existing $250 million notes outstanding, bringing the total issue amount to $600 million. "The recovery rating on the notes is '3', indicating our expectation of meaningful (50% to 70%) recovery in the event of a payment default," S&P said. The 'BB-' corporate credit rating and stable outlook on Tulsa- based Unit are unaffected. The exploration and production company intends to use proceeds to partially finance its recently announced acquisition of Noble Energy Inc.'s (BBB/Stable/--) interests in certain oil and gas assets in Western Oklahoma and the Texas Panhandle, and for general corporate purposes. The proposed transaction is about $617 million and encompasses 84,000 net acres primarily in the Granite Wash, Cleveland, and Marmaton plays in western Oklahoma and the Texas Panhandle. The estimated proved reserves of the subject properties is 44 million barrels of oil equivalents and the estimated average net daily production is 10,000 barrels of oil equivalent. "Pro forma for the proposed transaction, we expect credit measures to remain satisfactory for the ratings," S&P said. The ratings on Unit reflect the company's lack of scale in its business units, aggressive near-term capital spending, and weak utilization of low horse power drilling rigs. Offsetting these negatives is its above-average financial performance, good operating costs, and diversified business portfolio. Related Criteria And Research Revised Assumptions For Assigning Recovery Ratings to the Debt of U.S. Oil And Gas Exploration And Production Companies, Sept. 30, 2010 Ratings List Unit Corp. Corporate Credit Rating BB-/Stable/-- Rating Remains Unchanged Unit Corp. $600 mil sr sub notes due 2021 BB- Recovery Rating 3 WATERFORD TOWNHOMES: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Waterford Townhomes Limited Partnership 405 Atlantis Road, Suite B Cape Canaveral, FL 32920-0450 Bankruptcy Case No.: 12-33206 Chapter 11 Petition Date: July 11, 2012 Court: United States Bankruptcy Court Northern District of Ohio (Toledo) Judge: Mary Ann Whipple Debtor's Counsel: Steven L. Diller, Esq. DILLER AND RICE, LLC 124 E Main St Van Wert, OH 45891 Tel: (419) 238-5025 E-mail: steven@drlawllc.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ohnb12-33206.pdf The petition was signed by James Kincaid, vice president Hertitage Waterford, Inc., general partner. WATERLOO RESTAURANT: Romano's Mac Franchise to End; Broker Tapped ----------------------------------------------------------------- Waterloo Restaurant Ventures, Inc., filed an amended application asking the bankruptcy judge to increase the duties of Capital Insight by adding certain broker duties. The Debtor in April obtained approval to hire Insight Capital to provide Martin J. Giardina as chief restructuring officer. Mac Acquisition LLC has allowed the Debtor to continue operating Romano's Macarano Grill franchises up through and including Aug. 31, 2012. Mac has not agreed to any further extension. Thus, the time to market the Debtor's assets is now, in order to maximize the value of the assets while still operating as Romano's Macaroni Grill franchises, the Debtor said in a court filing. The Debtor says that Capital Insight has agreed to assist in the evaluation of strategic alternatives and render general investment advise, including: (a) assisting the Debtor with respect to evaluating a sale transaction involving the Debtor and a third party; and (b) assisting the Debtor with respect to the marketing and selling of substantially all of its assets, whether personal property, tangible and/or intangible assets, including, without limitation, the assignment and assumption of all franchise rights and obligations, leasehold interests, licenses, permits and other contractual rights or obligations. Capital Insight will be paid in accordance with a compensation structure: (i) a non-refundable retainer fee of $25,000 not contingent on the consummation of any transaction. (ii) consummation of a sale transaction and payable upon closing, a success fee based on this schedule: Transaction Consideration Fee Level Fee ------------------------- --------- --- First $6 million N/A $200,000 fixed fee Next $2 million 5.0% $100,000 maximum fee Above $8 million 6.5% No maximum (iii) reimbursement for reasonable and documented out-of-pocket expenses. About Waterloo Restaurant Waterloo Restaurant Ventures, Inc., operator of 12 Romano's Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue a sale of the business. The Debtor has 12 stores are in California, Oregon and Washington. The Italian-style casual dining chain said there was a "dramatic decrease in sales in the majority of the franchises" the company owns. Some were generating negative cash flows from operations. Judge Barbara J. Houser presides over the case. Waterloo is represented by Rochelle McCullough, LLP. In its schedules, Waterloo listed $22,912,226 in total assets and $17,455,176 in total liabilities. As of April 5, 2012, the Office of the U.S. Trustee has not appointed an official committee of unsecured creditors. In May, the General Electric Capital Corp., the DIP lender, agreed to extend the maturity date of the loan until June 30, 2012. WATERLOO RESTAURANT: Rosen Systems Is Auctioneer ------------------------------------------------ Waterloo Restaurant Ventures, Inc., sought and obtained approval to employ Rosen Systems, Inc. as auctioneer. Shortly before the Petition Date, Waterloo closed two of its Romano's Macaroni Grill locations. The first location closed was located in Boise, Idaho, and the second was at Eastridge Mall in San Jose, California. Since the Petition Date, the Debtor has closed another Romano's Macaroni Grill location, located at Dublin, California. The various restaurant equipment, including furniture, fixtures and equipment are still located at the closed locations. The include dining tables, dining chairs, shelving, ice machines, pasta cookers, preparation tables, convection ovens, fryers, and burners. Rosen Systems will creating an inventory of the restaurant equipment in the closed locations, advertise and conduct an auction sale. Rosen will receive a commission derived from a 10% buyer's premium charged to each purchaser. About Waterloo Restaurant Waterloo Restaurant Ventures, Inc., operator of 12 Romano's Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue a sale of the business. The Debtor has 12 stores are in California, Oregon and Washington. The Italian-style casual dining chain said there was a "dramatic decrease in sales in the majority of the franchises" the company owns. Some were generating negative cash flows from operations. Judge Barbara J. Houser presides over the case. Waterloo is represented by Rochelle McCullough, LLP. In its schedules, Waterloo listed $22,912,226 in total assets and $17,455,176 in total liabilities. As of April 5, 2012, the Office of the U.S. Trustee has not appointed an official committee of unsecured creditors. In May, the General Electric Capital Corp., the DIP lender, agreed to extend the maturity date of the loan until June 30, 2012. VALENCE TECHNOLOGY: Needs Add'l Financing for Operations -------------------------------------------------------- Valence Technology, Inc., which has sought bankruptcy protection, said it needs additional financing in order to maintain operations, and is seeking bankruptcy court approval to use cash collateral while a loan is being negotiated. Robert Kanode, president and CEO, said in a court filing, "To meet its current liquidity requirements, Valence needed additional financing, either in the firm of debt or equity, to fund its operating and capital needs. Due to its historical operating results and its high level of existing debt, as well as other factors, Valence has so far been unable to secure the financing it needs." From $16 million in 2010, revenue climbed to $46 million in fiscal 2011. Revenue in fiscal 2012 was slightly down to $44 million. Although it has expanded its customer base and increased its revenue, it has experienced operating losses in the current and prior fiscal years. There's also a third party loan in the amount of $3 million in principal and interest maturing on July 31, 2012. Valence Technology said its cash and cash equivalents were insufficient to fund its operating and capital needs and thus it was forced to seek bankruptcy protection. "Valence is currently negotiating a debtor-in-possession credit facility and expects to announce the facility shortly. Once in place, this facility will be used to enhance liquidity and working capital and will be subject to Court approval and other conditions," the Company said in a statement on Thursday. To fund operations while a DIP financing is being negotiated, the Debtor is seeking Court approval to use cash collateral. The Debtor says it will not be able to meet its ongoing postpetition obligations unless permitted to use the cash collateral. The Debtor seeks to use cash collateral during the period from the Petition Date through Aug. 9, 2012, pending final hearing on the motion. The Debtor disclosed debt of $82.6 million and assets of $31.5 million as of March 31. It owes $35 million in loans to affiliates of Chairman Carl Berg, about $34 million in interest on those loans, and $3 million on a third-party loan. The company also owes about $9 million on two series of convertible preferred stock held by Berg affiliates and has $11 million in trade debt and accrued expenses. About Valence Technology Founded in 1989, Valence develops lithium iron magnesium phosphate rechargeable batteries. Its products are used in hybrid and electric vehicles, as well as hybrid boats and Segway personal transporters. Valence Technology on July 12, 2012, filed a voluntary petition for a chapter 11 business reorganization (Bankr. W.D. Tex. Case No. 12-11580) in its home-town Austin, Texas. The Company is being advised by Streusand, Landon & Ozburn, LLP with respect to bankruptcy matters. VALENCE TECHNOLOGY: 2 Directors Resigned on Eve of Bankruptcy ------------------------------------------------------------- Donn V. Tognazzini and Bert C. Roberts, Jr., resigned from the Board of Directors of Valence Technology, Inc. The Company believes that Mssrs. Tognazzini and Roberts' resignations were caused, in whole or in part, by their disagreement with other members of the Board and management regarding whether the Company should file for reorganization under Chapter 11 of the United States Bankruptcy Code. Mr. Tognazzini was the chairman of the Audit Committee of the Board and a member of the Compensation Committee of the Board. Mr. Roberts was a member of the Audit Committee of the Board, and chairman of the Compensation Committee of the Board. As a result of the resignations, the Company is no longer in compliance with Listing Rules 5605(b)(1) and 5605(c)(2)(A) of the NASDAQ Stock Market LLC. Listing Rule 5605(b)(1) requires a majority of the Board must be comprised of Independent Directors (as defined in Listing Rule 5605(a)(2)). The Company is provided with the same cure period under (i) Listing Rule 5605(b)(1)(A) to regain compliance with Listing Rule 5605(b)(1) and (ii) Listing Rule 5605(c)(4)(B) to regain compliance with Listing Rule 5605(c)(2)(A). Under those rules, the Company has a cure period to regain compliance as follows: (i) until the earlier of the Company's next annual shareholders? meeting or July 5, 2013, or (ii) if the Company's next annual shareholders' meeting is held no later than 180 days following July 5, 2012, then the Company must evidence compliance no later than the end of such 180 day period. The Company had received a notification letter from the NASDAQ Listing Qualifications Department dated June 12, 2012, which stated that the Company's common stock was subject to delisting from The NASDAQ Capital Market because the Company had not regained compliance with the $1.00 minimum bid price rule. By letter dated June 19, 2012, the Company requested a hearing to appeal the Staff's delisting determination to the NASDAQ Hearings Panel in accordance with NASDAQ's applicable procedures set forth in the Listing Rule 5800 Series. The hearing is scheduled for July 26, 2012. About Valence Technology Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) -- http://www.valence.com/-- is a global leader in the development of safe, long-life lithium iron magnesium phosphate energy storage solutions and provides the enabling technology behind some of the world's most innovative and environmentally friendly applications. Valence Technology has its Research & Development Center in Nevada, its Europe/Asia Pacific Sales office in Northern Ireland and global fulfillment centers in North America and Europe. Valence Technology, Inc., on July 12, 2012, filed a voluntary petition for a chapter 11 business reorganization (Bankr. W.D. Tex. Case No. 12-11580) in its home-town Austin, Texas. The Company is being advised by Streusand, Landon & Ozburn, LLP with respect to bankruptcy matters. VCA ANTECH: S&P Revises Outlook to Stable on Growth Prospects ------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB' corporate credit rating on Los Angeles-based veterinary health company VCA Antech Inc., and its 'BB+' issue-level rating on subsidiary Vicar Operating Inc. "We revised our rating outlook to stable from negative, because we are increasingly confident that VCA can expand, while maintaining leverage below 4x. "The ratings on VCA Antech Inc. reflect our assessment of VCA's business risk profile as fair, based on a leading, but narrow market focus," said Standard & Poor's credit analyst Michael Kaplan. "Its financial risk profile is "significant," revised from "aggressive," according to our criteria. The ratings incorporate our expectation that VCA, through acquisitions, will increase revenues through 2013 at low-double-digit rates. We assume some limited price increases will blunt a decline in margins, given still-weak volume and costs tied to a Web-based veterinary initiative, and that debt-financed expansion will not take debt leverage above 3.5x," S&P said. The fair business risk profile reflects VCA's narrow focus in a mature business, subject to a sluggish economy. Fueled by acquisitions, the company has grown over time to become the largest player in veterinary services, by far, with 589 animal hospitals (77% of revenues) and 53 veterinary diagnostic laboratories (21%). In the 2012 first quarter, acquisitions increased its animal hospital count nearly 10%. Its leading market position provides scale advantages in a fragmented field, and benefits from pet owners' reluctance to cut spending on non-elective visits to animal hospitals. At the same time, VCA's business concentration in the animal health field exposes the company to the uncertain level of pet spending, given the discretion of owners to limit expenditures, especially if the U.S. economy is soft. Two companies with similar sensitivity to consumer spending are Service Corp. International (BB/Stable/--) and Butler Animal Health Supply (BB/Stable/--). A larger consolidator in a different business, Service Corp. International, also has a "fair" business risk descriptor, incorporating its similar narrow, albeit leading, position in its field--death care services. Butler Animal Health Supply, a leading distributor of animal health products with a revenue base about two-thirds the size of VCA, with lower margins, has a business risk profile it assesses as "weak." VOLKSWAGEN-SPRINGFIELD: Can Use BB&T Cash Collateral Until July 20 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Virginia, in a third order, authorized Volkswagen-Springfield, Inc.'s use of Branch Banking and Trust Company's cash collateral until the July 20, 2012, hearing. The Debtor is authorized to use cash collateral to make the disbursements. The Debtor may exceed permitted expenditures in aggregate by not more than 10% during the interim period or other amount as the Debtor and BB&T may agree. As adequate protection from any diminution in value of the lender's collateral, the Debtor will grant replacement lien on these assets: (a) all of the Debtor's rights in accounts receivable and cash generated from the sale or other disposition of collateral of BB&T; and (b) any tangible or intangible assets of the Debtor created or acquired. About Volkswagen-Springfield Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 12-12905) in Alexandria on May 7, 2012. The Debtor operates one of the largest Volkswagen franchised dealerships in the Mid-Atlantic region. The Debtor estimated assets and debts of $10 million to $50 million as of the Chapter 11 filing. Judge Robert G. Mayer oversees the case. The Debtor is represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at Wiley Rein LLP, in McLean, Virginia. Pursuant to recent default notices, Branch Banking and Trust Company has asserted that it is owed $19.6 million. Jonathan L. Hauser, Esq., at Troutman Sanders LLP, represents BB&T. No creditors' committee has yet been appointed in the case. WERHANE SERVICE: Case Summary & 9 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Werhane Service Center, Inc. 1992 2nd Street Highland Park, IL 60035 Bankruptcy Case No.: 12-27469 Chapter 11 Petition Date: July 10, 2012 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Donald R. Cassling Debtor's Counsel: Joseph E. Cohen, Esq. COHEN & KROL 105 West Madison, Suite 1100 Chicago, IL 60602 Tel: (312) 368-0300 E-mail: jcohen@cohenandkrol.com Scheduled Assets: $1,700,000 Scheduled Liabilities: $1,035,153 A copy of the Company's list of its nine largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ilnb12-27469.pdf The petition was signed by Lorenz Werhane, Jr., president. Pending bankruptcy cases filed by affiliates: Entity Case No. Petition Date ------ -------- ------------- Lorenz J. Werhane Revocable Trust dated May 19, 1998 -- 07/10/12 Theresa A. Werhane Revocable Trust dated May 19, 1998 -- 07/10/12 XTREME IRON: Case Summary & 3 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Xtreme Iron, LLC fka Vilhauer Construction, LLC 2000 S. Stemmons Freeway Hickory Creek, TX 75065 Bankruptcy Case No.: 12-34540 Chapter 11 Petition Date: July 11, 2012 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: Gregory Wayne Mitchell, Esq. THE MITCHELL LAW FIRM, L.P. 8140 Walnut Hill Lane Suite 301 Dallas, TX 75231 Tel: (972) 463-8417 Fax: (972) 432-7540 E-mail: greg@mitchellps.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 A copy of the list of three largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb12-34540.pdf The petition was signed by Ron Abney, manager. Affiliates that have pending bankruptcy cases: Petition Debtor Case No. Date ------ -------- ---- Xtreme Iron Holdings, LLC 13-33832 06/13/12 Xtreme Iron Hickory Creek, LLC 12-41750 06/29/12 YOUNG FAMILY TRUST: Follows Cocopah to Chapter 11 ------------------------------------------------- The Young Family Trust Established August 26, 1987 filed a bare- bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-15647) on July 12, 2012, in Yuma, Arizona. The Debtor estimated assets of up to $1 million and debts of $100 million to $500 million. Craig D. Hansen, Esq., at Squire Sanders (US) LLP, in Phoenix, serves as counsel to the Debtor. The Trust is owned by Harriet Marily Young and Dale Young. The Debtor disclosed that a related entity has a pending Chapter 11 case. Cocopah Nurseries of Arizona, Inc., filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-15292) on July 9, 2012. Cocopah Nurseries is a Young-family owned agricultural enterprise with operations in Arizona and California. The Debtors' core business involves the cultivation of palm trees and other trees used for landscaping purposes, as well as the associated farming of citrus, dates, and other crops. Revenue in 2010 was $23 million, down from $57 million in 2006. The Debtors have no less than $70 million of secured debt to Rabobank. The Debtors also have no less than $65 million of secured indebtedness to Wells Fargo. Cocopah's obligations are subject to guarantee agreements by certain members of the Young family and related family trusts. * Moody's Says Private Equity Firms' Leverage Less Aggressive ------------------------------------------------------------- US speculative-grade companies increased dividend payouts by more than 10% in 2011 and the first quarter of 2012 as private equity sponsors sought to extract returns from sponsored companies at a time when M&A opportunities have been limited and the IPO market has been soft, says Moody's Investors Service in a new special comment, "Sponsors Extracting More Dividends, But at Leverage Below Boom-Era Peaks." So far this year through June, rated companies mostly controlled by private equity sponsors launched at least 35 debt-financed dividend recapitalizations worth more than $11 billion, says Moody's. In the largest deals, private equity-controlled media company Clear Channel Worldwide Holdings Inc. paid a nearly $2.2 billion dividend, while healthcare behemoth HCA Inc. distributed nearly $1 billion to shareholders. "We expect dividends to remain a popular way to extract returns in an uncertain global environment with limited exit opportunities for private equity owners," said Lenny Ajzenman. "That said, debt funding has been less aggressive than during the bubble era, and leverage remains well below the peaks of 2006-2007." More than half of the 35 companies that executed dividend recaps this year saw leverage increase to 4x-6x as a result, a level consistent with the median for non-financial companies with single-B ratings, says Moody's. Debt increased significantly for some later-vintage leveraged buyouts executed in 2008 to 2011, says the report. Leverage increased significantly after dividend recaps this year at Getty Images Inc., Sea World Parks & Entertainment Inc. and Thermadyne Holdings Corp., among others, says Moody's, possibly because capital market conditions constrained the initial leverage when these deals were executed. But rating implications were limited, says Moody's. Few of the PE- sponsored companies that completed dividend deals in 2012 saw their ratings downgraded as expectations of a leveraging transaction were already incorporated. Just four of the 35 dividend recaps resulted in a ratings downgrade. * Moody's Says Some PPPs Sensitive to Counterparty Risk ------------------------------------------------------- Recent rating activity underscores the sensitivity of some public- private partnerships (PPPs) to key counterparty risk, says Moody's Investors Service in a new report. "Public private partnerships are at the center of a web of contracts with various counterparties and are structured to contend with possible downgrades of key counterparties," said Moody's VP-Senior Credit Officer Catherine Deluz, author of the report. "However, in some cases, the headroom has been consumed, and PPP ratings may become sensitive to key counterparty ratings even when the projects are performing well from an operational perspective." The report, "Recent Rating Actions Underscore the Sensitivity of some Public-Private Partnerships to Key Counterparty Risk," reviews Moody's recent PPP rating actions in response to changes in counterparty quality and the consequences of a key counterparty downgrade for a PPP. "This is particularly true when the weakening counterparty is the construction company during the construction period or the government offtaker during the operating phase," said Deluz. Aside from governments and construction companies, there are a number of other counterparties critical to PPPs, according to Moody's. These include providers of operating services; banks and other financial institutions as lenders, providers of swaps and providers of debt service reserve fund letters of credit; equity sponsors; and providers of construction period security. "The downgrade of any one of these counterparties could have consequences on the rating of the related PPP," said Deluz. "In Moody's analysis, the extent of any impact from a deteriorating counterparty is assessed on a case-by-case basis. In some, the impact may be limited or none; in others, the result will be credit negative and may lead to a one-for-one downgrade or more." In order to analyze the consequence of such counterparty downgrade for the PPP rating, the rating agency says it takes into account the availability of structural protection and willingness of parties to apply the structural protection; the relative rating of the counterparty vs. that of the project/replacement triggers; the resilience of the project company to the loss of the downgraded counterparty; and the overall context of the counterparty downgrade. * Moody's Says Majority of Tobacco Settlement Bonds to Default -------------------------------------------------------------- Nearly three-quarters of senior tranches of the tobacco settlement bonds will default should cigarette consumption in the US continue on its current rate of annual decline, says Moody's Investors Service in a new report. Specifically, the rating agency finds that if the decline in consumption continues at a 3% - 4% pace, as Moody's projects, bonds constituting 74% of the aggregate outstanding balance of all the tobacco settlement bonds will default. The finding is consistent with current ratings on the tobacco settlement bonds, 79% of which are rated at B1 or below, says Moody's in the new report "Sustained Decline in Cigarette Consumption Rates Will Cause Many Tobacco Settlement Bonds to Default." "Characteristics that lead bonds to be vulnerable to a lower rate of decline include high leverage, long bond maturity, and low cash reserves," says Irina Faynzilberg, a Moody's Vice President-Senior Credit Officer and Manager. In the report Moody's presents consumption break-even decline rates for the bonds, which estimate the rate of decline that would lead a particular bond to default. Moody's finds that 15 tranches representing 33% of the rated bond balance have an annual consumption decline break-even in the 2%-3% range, while 27 tranches representing 41% of the aggregate rated outstanding balance for all tobacco bonds, have an annual consumption decline break-even in the 3% - 4% range. The analysis assumes a constant rate of decline for the duration of the bonds' life. Moody's calculates the break-evens for cigarette consumption decline rates by conducting iterative cash flow analyses to determine the default threshold for each rated bond, holding all other inputs constant. The default threshold is the highest constant annual decline rate for cigarette consumption at which each bond fully amortizes by its final maturity date without a payment default. Moody's notes that although it does not assign ratings based on consumption breakevens, they do closely correlate with ratings. Moody's will be updating its break-even analysis for the bonds annually. Moody's rates 32 tobacco settlement securitizations, with an outstanding balance of $20.4 billion. Tobacco settlement bonds are securitizations of annual payments that participating tobacco manufacturers remit to certain states and territories pursuant to the Master Settlement Agreement signed in 1998. * Missouri Bank's Failure Hikes Year's Total to 33 Fallen Banks --------------------------------------------------------------- Glasgow Savings Bank, Glasgow, Missouri, was closed Friday by the Missouri Division of Finance, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Regional Missouri Bank, Marceline, Missouri, to assume all of the deposits of Glasgow Savings Bank. As of March 31, 2012, Glasgow Savings Bank had $24.8 million in total assets and $24.2 million in total deposits. In addition to assuming all of the deposits of the failed bank, Regional Missouri Bank agreed to purchase essentially all of the assets. The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $0.1 million. Glasgow Savings Bank is the 33rd FDIC-insured institution to fail in the nation this year, and the first in Missouri. 2012 Failed Banks List The FDIC was appointed as receiver for the closed banks. To protect the depositors, the FDIC entered into a purchase and assumption agreement with various banks that agreed to assume the deposits of most of the closed banks. The FDIC also entered into loss-share transactions on assets bought by the banks. For this year, the failed banks are: Loss-Share Transaction Party FDIC Cost Assets of Bank That Assumed to Insurance Closed Bank Deposits & Bought Fund Closed Bank (millions) Certain Assets (millions) ----------- ----------- ----------------- ------------ Glasgow Savings Bank $24.8 Regional Missouri $0.1 Montgomery Bank & Trust $173.6 Ameris Bank $75.2 The Farmers Bank $163.9 Clayton Bank and Trust $28.3 Security Exchange Bank $151.0 Fidelity Bank $34.3 Putnam State Bank $169.5 Harbor Community Bank $37.4 Waccamaw Bank $533.1 First Community Bank $51.1 Farmers' and Traders' $43.1 First State Bank $8.9 First Capital Bank $46.1 F & M Bank $5.6 Carolina Federal $54.4 Bank of North Carolina $15.2 Alabama Trust Bank $51.6 Southern States Bank $8.9 Security Bank, N.A. $101.0 Banesco USA $10.8 Plantation Federal $486.4 First Federal Bank $76.0 Inter Savings Bank $473.0 Great Southern Bank $117.5 Bank of the Est. Shore $166.7 [No Acquirer] $41.8 Palm Desert Nat'l $125.8 Pacific Premier Bank $20.1 HarVest Bank of Md. $164.3 Sonabank $17.2 Fort Lee Federal $51.9 Alma Bank $14.0 Fidelity Bank $818.2 The Huntington Nat'l $92.8 Premier Bank $268.7 Int'l Bank of Chi. $64.1 Covenant Bank $95.7 Stearns Bank, N.A. $31.5 New City Bank $71.2 [No Acquirer] $17.4 Global Commerce Bank $143.7 Metro City Bank $17.9 Central Bank of Georgia $278.9 Ameris Bank $67.5 Home Savings of Amer. $434.1 [No Acquirer] $38.8 Charter National Bank $93.9 Barrington Bank $17.4 SCB Bank $182.6 First Merchants Bank $33.9 Patriot Bank $111.3 First Resource Bank $32.6 BankEast $272.6 U.S. Bank N.A. $75.6 Tennessee Commerce $1,185.0 Republic Bank & Trust $416.8 First Guaranty Bank $377.9 CenterState Bank $82.0 American Eagle $19.6 Capital Bank, N.A. $3.2 The First State Bank $416.8 Hamilton State Bank $416.8 Central Florida $79.1 CenterState Bank $24.4 In 2011 there were 92 failed banks, compared with 157 in 2010, 140 in 2009 and just 25 for 2008. The failures in 2010 were the most since 1992, when 179 institutions were taken over by regulators. A complete list of banks that failed since 2000 is available at: http://www.fdic.gov/bank/individual/failed/banklist.html 813 Banks in Problem List The FDIC's Quarterly Banking Profile for Dec. 31, 2011, says that The number of institutions on the FDIC's "Problem List" declined from 844 to 813 during the quarter, and total assets of "problem" institutions fell from $339 billion to $319.4 billion. The number of institutions in the "problem list" has decreased for the third consecutive quarter. The FDIC defines "problem" institutions as those with financial, operational or managerial weaknesses that threaten their viability. The deposit insurance fund, which protects customer holdings up to $250,000 per account in the event of a failure, saw its balance increase in the fourth quarter to $9.2 billion (unaudited) from $7.8 billion in the third quarter, the eighth consecutive quarterly increase. Problem Institutions Failed Institutions -------------------- ------------------- Year Number Assets (Mil) Number Assets (Mil) ---- ------ ------------ ------ ------------ 2011 813 $319,432 92 $34,923 2010 884 $390,017 157 $92,085 2009 702 $402,800 140 $169,700 2008 252 $159,405 25 $371,945 2007 76 $22,189 3 $2,615 2006 50 $8,265 0 $0 2005 52 $6,607 0 $0 2004 80 $28,250 4 $170 Federal regulators assign a composite rating to each financial institution, based upon an evaluation of financial and operational criteria. The rating is based on a scale of 1 to 5 in ascending order of supervisory concern. "Problem" institutions are those institutions with financial, operational, or managerial weaknesses that threaten their continued financial viability. Depending upon the degree of risk and supervisory concern, they are rated either a "4" or "5." The number and assets of "problem" institutions are based on FDIC composite ratings. Prior to March 31, 2008, for institutions whose primary federal regulator was the OTS, the OTS composite rating was used. * BOND PRICING -- For Week From July 9 to 13, 2012 -------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- A123 SYSTEMS INC 3.750 4/15/2016 21.500 AES EASTERN ENER 9.000 1/2/2017 15.500 AES EASTERN ENER 9.670 1/2/2029 17.500 AGY HOLDING COR 11.000 11/15/2014 42.900 AHERN RENTALS 9.250 8/15/2013 62.923 ALION SCIENCE 10.250 2/1/2015 49.350 AMBAC INC 6.150 2/7/2087 1.585 AMBAC INC 9.500 2/15/2021 27.125 AMER GENL FIN 4.100 7/15/2012 97.538 AMER GENL FIN 4.875 7/15/2012 99.428 ATP OIL & GAS 11.875 5/1/2015 45.150 ATP OIL & GAS 11.875 5/1/2015 44.125 ATP OIL & GAS 11.875 5/1/2015 44.125 BAC-CALL07/12 8.250 4/15/2027 101.970 BAC-CALL07/12 8.278 12/1/2026 102.070 BROADVIEW NETWRK 11.375 9/1/2012 67.800 BUFFALO THUNDER 9.375 12/15/2014 35.250 CTL-CALL07/12 7.500 6/15/2023 99.105 DIRECTBUY HLDG 12.000 2/1/2017 18.000 DIRECTBUY HLDG 12.000 2/1/2017 18.750 EASTMAN KODAK CO 7.000 4/1/2017 18.250 EASTMAN KODAK CO 7.250 11/15/2013 18.460 EASTMAN KODAK CO 9.200 6/1/2021 16.000 EASTMAN KODAK CO 9.950 7/1/2018 16.100 EDISON MISSION 7.500 6/15/2013 61.600 ELEC DATA SYSTEM 3.875 7/15/2023 97.000 ENERGY CONVERS 3.000 6/15/2013 37.500 EVERGREEN SOLAR 13.000 4/15/2015 48.000 F-CALL07/12 5.750 7/20/2021 100.000 FONTAINEBLEAU LA 10.250 6/15/2015 0.250 GEOKINETICS HLDG 9.750 12/15/2014 58.250 GLB AVTN HLDG IN 14.000 8/15/2013 25.250 GLOBALSTAR INC 5.750 4/1/2028 43.500 GMX RESOURCES 4.500 5/1/2015 32.000 GMX RESOURCES 5.000 2/1/2013 71.430 GMX RESOURCES 5.000 2/1/2013 73.815 HAWKER BEECHCRAF 8.500 4/1/2015 21.000 HAWKER BEECHCRAF 8.875 4/1/2015 15.500 HAWKER BEECHCRAF 9.750 4/1/2017 3.050 JAMES RIVER COAL 4.500 12/1/2015 34.096 KELLWOOD CO 7.625 10/15/2017 28.520 KV PHARM 12.000 3/15/2015 47.000 LEHMAN BROS HLDG 0.250 12/8/2012 21.375 LEHMAN BROS HLDG 0.250 12/8/2012 21.375 LEHMAN BROS HLDG 0.250 12/12/2013 21.375 LEHMAN BROS HLDG 0.250 1/26/2014 21.375 LEHMAN BROS HLDG 1.000 12/9/2012 21.375 LEHMAN BROS HLDG 1.000 10/17/2013 21.375 LEHMAN BROS HLDG 1.000 3/29/2014 21.375 LEHMAN BROS HLDG 1.000 8/17/2014 23.250 LEHMAN BROS HLDG 1.000 8/17/2014 21.375 LEHMAN BROS HLDG 1.250 2/6/2014 21.375 LEHMAN BROS HLDG 1.500 3/29/2013 21.375 LEHMAN BROS INC 7.500 8/1/2026 7.550 LIFECARE HOLDING 9.250 8/15/2013 52.500 MANNKIND CORP 3.750 12/15/2013 57.000 MASHANTUCKET PEQ 8.500 11/15/2015 9.250 MASHANTUCKET PEQ 8.500 11/15/2015 9.527 MASHANTUCKET TRB 5.912 9/1/2021 9.250 MF GLOBAL LTD 9.000 6/20/2038 43.625 NETWORK EQUIPMNT 7.250 5/15/2014 50.000 NEWPAGE CORP 10.000 5/1/2012 6.000 NGC CORP CAP TR 8.316 6/1/2027 15.150 NSC EQUIP TST H 5.570 7/15/2012 98.873 PATRIOT COAL 3.250 5/31/2013 11.625 PENSON WORLDWIDE 8.000 6/1/2014 34.833 PENSON WORLDWIDE 12.500 5/15/2017 41.500 PMI GROUP INC 6.000 9/15/2016 22.063 POWERWAVE TECH 3.875 10/1/2027 15.000 POWERWAVE TECH 3.875 10/1/2027 12.877 REAL MEX RESTAUR 14.000 1/1/2013 46.450 REDDY ICE CORP 13.250 11/1/2015 28.200 REDDY ICE HLDNGS 10.500 11/1/2012 55.500 RESIDENTIAL CAP 6.500 4/17/2013 21.392 RESIDENTIAL CAP 6.875 6/30/2015 25.000 TERRESTAR NETWOR 6.500 6/15/2014 10.000 TEXAS COMP/TCEH 7.000 3/15/2013 15.700 TEXAS COMP/TCEH 10.250 11/1/2015 25.000 TEXAS COMP/TCEH 10.250 11/1/2015 24.550 TEXAS COMP/TCEH 10.250 11/1/2015 25.000 TEXAS COMP/TCEH 15.000 4/1/2021 33.500 TEXAS COMP/TCEH 15.000 4/1/2021 34.250 THORNBURG MTG 8.000 5/15/2013 10.000 TIMES MIRROR CO 7.250 3/1/2013 36.000 TOUSA INC 9.000 7/1/2010 13.000 TOUSA INC 9.000 7/1/2010 19.875 TRAVELPORT LLC 11.875 9/1/2016 38.000 TRAVELPORT LLC 11.875 9/1/2016 37.600 TRIBUNE CO 5.250 8/15/2015 33.550 TRICO MARINE 3.000 1/15/2027 0.750 TRICO MARINE 3.000 1/15/2027 0.750 USEC INC 3.000 10/1/2014 48.084 UST INC 6.625 7/15/2012 100.062 WASH MUT BANK FA 5.125 1/15/2015 0.010 WASH MUT BANK FA 5.650 8/15/2014 0.875 WASH MUT BANK FA 6.875 6/15/2011 0.010 WASH MUT BANK NV 6.750 5/20/2036 0.875 WESTERN EXPRESS 12.500 4/15/2015 55.000 ********* 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, Ivy B. Magdadaro, 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 ***