/raid1/www/Hosts/bankrupt/TCR_Public/120904.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, September 4, 2012, Vol. 16, No. 246
Headlines
50 BELOW: Files for Chapter 11 Bankruptcy Protection
A GEORGIA: Files for Chapter 11 in Gainesville
ALLIANT TECHSYSTEM: Moody's Affirms 'Ba2' CFR; Outlook Stable
ALLIED IRISH: Incurs EUR1.2 Billion Net Loss in H1 2012
AMERICAN ACHIEVEMENT: S&P Cuts CCR to 'B-' on Weak Credit Metrics
AMERICAN AIRLINES: Ex-Employee Barred From Pursuing Lawsuit
AMERICAN AIRLINES: Aeritas Asserts $17.7-Mil. Admin. Claim
AMERICAN AIRLINES: Non-Union Retirees Seek $134,500 in Fees
AMERICAN APPAREL: Comparable August Store Sales Increased 24%
AMERICAN DEFENSE: Armor Defense Withdraws Second Tender Offer
AMERICAN NATURAL: Douglas MacGregor Has 6.9% Equity Stake
APOLLO SOLAR: Incurs $1.8-Mil. Second Quarter Operating Loss
ARRAY BIOPHARMA: Three Directors to Depart from Board
AS AMERICA: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
AVANTAIR INC: Kevin Beitzel Resigns as Chief Operating Officer
BERJAC OF OREGON: Files for Chapter 11 Bankruptcy Protection
BIOFUEL ENERGY: Thomas Edelman Discloses 9.3% Equity Stake
BON-TON STORES: Phases Out Chief Operating Officer Position
CAPITOL BANCORP: Court Restricts Stock Transfer to Protect NOLs
CAPITOL CITY BANCSHARES: Incurs $389,000 Net Loss in 2nd Quarter
CELL THERAPEUTICS: To Effect a 1-for-5 Reverse Stock Split
CELL THERAPEUTICS: Estimates $4.9 Million Net Loss in July
CENTRAL EUROPEAN: Inks Employment Agreement with Interim CEO
CENTURY ALUMINUM: S&P Retains 'B' Issuer Credit Rating
CHAMPION ENTERPRISES: Creditors' Suit vs. Credit Suisse Nixed
CHINA MEDICAL: Seeks U.S. Recognition of Cayman Proceeding
CHINA TEL GROUP: To Issue 8.3-Mil. Common Shares to Contractors
CHINESEINVESTORS.COM: Significant Losses Cue Going Concern Doubt
CHRIST HOSPITAL: Wants Until Dec. 4 to File Chapter 11 Plan
CIRCLE STAR: Has Debt Conversion Pact with A. Gilmer & J. Pina
CLAIRE'S STORES: Files Form 10-Q, Incurs $7.3-Mil. Net Loss in Q2
CLAIRE'S STORES: Incurs $7.3 Million Net Loss in July 28 Quarter
CLEAR CHANNEL: Bank Debt Trades at 23% Off in Secondary Market
COCOPAH NURSERIES: Hiring Stanley Speer as CRO
COCOPAH NURSERIES: U.S. Trustee Appoints 7-Member Creditors' Panel
CONSOLIDATED TRANSPORT: Three Affiliates Also Seek Chapter 11
CONSOLIDATED TRANSPORT: Updated Case Summary & Creditors' Lists
CONTEC HOLDINGS: Plans Fast Dash Through Bankruptcy
CPI CORP: Incurs $35.2 Million Net Loss in July 21 Quarter
CYCLONE POWER: Closes $250,000 Debt Financing with Brio Capital
DELTA PETROLEUM: Plan Consummated, Emerges as Par Petroleum
DELTA PETROLEUM: Had $470 Million Net Loss in 2011
DEX MEDIA WEST: Bank Debt Trades at 35% Off in Secondary Market
DIALOGIC INC: Appeals NASDAQ's Decision to Delist Securities
DYNEGY HOLDINGS: Files Revised List of Assumed Contracts & Leases
EATON MOERY: Delta Closes Business; Seeks Chapter 7 Conversion
EMMIS COMMUNICATIONS: Inks 7th Amendment to Sr. Credit Facility
EMMONS-SHEEPSHEAD: Files for Chapter 11 in Brooklyn
EMMONS-SHEEPSHEAD: Case Summary & 14 Largest Unsecured Creditors
EPICEPT CORP: Three Directors Resign; Current CEO Named to Board
EPICEPT CORP: Amends Loan and Security Agreement with MidCap
EVERGREEN ENERGY: Wins Court OK for Sale of Clean Coal Equipment
FRIENDFINDER NETWORKS: No Nov. 14 Deadline from Bondholders
FRIENDFINDER NETWORKS: Files Form S-8, To Issue 2MM Common Shares
FULLER BRUSH: Seeks Extension to File Creditor-Payment Plan
GATEHOUSE MEDIA: Bank Debt Trades at 69% Off in Secondary Market
GREYSTONE LOGISTICS: Delays 2012 Form 10-K Due to Limited Staff
HARVEST OPERATIONS: S&P Alters Ratings Outlook to Negative
HAWKER BEECHRAFT: Gets 120-Day Plan Exclusivity Extension
HAWKER BEECHCRAFT: Bank Debt Trades at 28% Off in Secondary Market
INTEGRATED FREIGHT: Peter Messineo Replaces Sherb as Accountants
JACKSONVILLE BANCORP: Posts $11.8 Million Net Loss in 2nd Quarter
JACOBS FINANCIAL: Delays Form 10-K for Fiscal 2012
LAKELAND DEV'T: Court Approves Baum, Glickfeld Hirings
LANTHEUS MEDICAL: S&P Affirms 'B+' Corp. Credit Rating; Off Watch
LEHMAN BROTHERS: Credit Protection Trusts Seek Plan Relief
LEHMAN BROTHERS: Noteholders Defend Brown Rudnick Fees
LEHMAN BROTHERS: Objects to Hale Avenue's $30-Mil. Claim
LEVI STRAUSS: Kevin Wilson to Receive $480,000 Annual Salary
MEDIMEDIA USA: Moody's Affirms 'Caa1' CFR/PDR; Outlook Negative
MEDIMEDIA USA: S&P Cuts CCR to 'CCC' on Expected Limited Liquidity
MERRIMACK PHARMACEUTICALS: Has Indenture of Lease with RB Kendall
METRO TOWER: Files 3 Years of Delinquent Federal ITRs
MF GLOBAL: Trustee Objects to Claim Assignment Deal
MMRGLOBAL INC: Reports Unregistered Sales of Securities
MOTORSPORT RANCH: Files for Chapter 11 in Houston
MOTORSPORT RANCH: Case Summary & 19 Largest Unsecured Creditors
MOUNTAIN PROPERTY: Escapes Chapter 7 Liquidation
MSR RESORT: Embassy Suites Chain Owner Wants OK to Upgrade
MUELLER WATER: Moody's Affirms 'B3' CFR/PDR; Outlook Positive
MUNICIPAL CORRECTIONS: Taps Schwartzer as Local Bankruptcy Counsel
MUNICIPAL CORRECTIONS: Wants to Hire Stone & Baxter as Counsel
MUSCLEPHARM CORP: Terminates Equity Purchase Pact with Southridge
NAVISTAR INTERNATIONAL: To Incur $60MM of Restructuring Charges
NAVISTAR INTERNATIONAL: Increases Funding Facility to $750-Mil.
NAVISTAR INTERNATIONAL: Names L. Campbell Chairman & Interim CEO
NXT ENERGY: Swings to C$30,660 Net Income in Second Quarter
OAKLAND POLICE DEPARTMENT: In the Brink of Receivership
OLSEN AGRICULTURE: 6-Year Repayment Plan Declared Effective
ORAGENICS INC: Files Form S-1, Registers 9.4-Mil. Common Shares
PEREGRINE FINANCIAL: Judge Denies Bid to Raise GC Pay
PINNACLE AIRLINES: Reaches Tentative Agreement with Union
POSITIVEID CORP: Enters Into Asset Purchase Pact with VeriTeQ
POYNT CORPORATION: BIA Creditor Protection Extended to Sept. 10
REPLICEL LIFE: Had C$1.6 Million Net Loss in Second Quarter
RESIDENTIAL CAPITAL: Nov. 9 Set as Claims Bar Date
RESIDENTIAL CAPITAL: Homeowners Want Official Borrowers Committee
RESIDENTIAL CAPITAL: Unsecureds Propose San Marino as Consultant
RESIDENTIAL CAPITAL: Hancock Parties Stay Suits vs. Ally
REVEL ENTERTAINMENT: Bank Debt Trades at 22% Off
RG STEEL: Deal to Sell Its Yorkville Plant Deal in Jeopardy
ROSETTA GENOMICS: Sells 825,000 Ordinary Shares to Underwriters
ROSETTA GENOMICS: Annual General Meeting Scheduled for Oct. 5
RUSSEL METALS: Apex Acquisition Won't Affect Moody's Ba1 Ratings
SANDS CASTLES: Files for Chapter 11 in Houston
SANTEON GROUP: Incurs $122,600 Net Loss in First Quarter of 2011
SCC KYLE PARTNERS: Files for Chapter 11 in Austin
SKY KING: Charter Airline Returns to Bankruptcy
SOUTH LAKES DAIRY: Files for Chapter 11 in Fresno
SOUTH LAKES DAIRY: Case Summary & 20 Largest Unsec. Creditors
SP NEWSPRINT: Seeks Approval to Increase Bankruptcy Loan
SPECTRE PERFORMANCE: Wants Shulman Hodges to Handle Avery Case
SPECTRE PERFORMANCE: Committee Can Hire Hahn Fife as Fin'l Advisor
SPECTRE PERFORMANCE: Marshack Hays OK'd as Committee Gen. Counsel
SPECTRE PERFORMANCE: U.S. Trustee Appoints 3-Member Committee
ST. VINCENT'S: Resolves $7-Billion in Claims so Far
STRATUS MEDIA: J. Schneider and S. Siegel Elected to Board
SWIFT AIR: Rejects Deal With NHL's Nashville Predators
TAICOM SECURITIES: Trustee Seeks U.S. Court Recognition
TRIBUNE CO: Bank Debt Trades at 25% Off in Secondary Market
TRIUS THERAPEUTICS: Secures $25MM Equity Facility with Terrapin
TRIUS THERAPEUTICS: To Offer up to $77 Million of Securities
VIKING SYSTEMS: William Bopp Discloses 18.4% Equity Stake
VIRTUALSCOPICS: Fails Nasdaq's Minimum Bid Price Rule
VITRO SAB: Judge Finds Bankruptcy Court Erred in Payment Fight
WESTERLY HOSPITAL: Court OKs Asset Sale to Lawrence & Memorial
* 8th Circ. Backs Broad Reading of Executory Contracts
* S&P Gives 'BBpi' Counterparty Credit Ratings on 5 Insurers
* Large Companies With Insolvent Balance Sheet
*********
50 BELOW: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------
Northland's NewsCenter reports 50 Below has filed for Chapter 11
bankruptcy. The report, citing court documents, says the Company
has more than $12 million in unsecured claims, nearly $8.8 million
of which is owed to the Internal Revenue Service, and another $1
million to the Minnesota Department of Revenue.
The report notes the Company at one point was investigated by the
IRS for failing to pay employee taxes. In November, a cash flow
issue left some of the Company's employees waiting more than a
week to get their paychecks, the report adds.
The report says 50 Below has secured a bankruptcy attorney and
financial consultant to get the Company back on track.
The report relates a meeting of the creditors is scheduled for
October 5, 2012.
David Hogge is the company's chief executive officer.
50 Below provides Internet marketing and web design services.
A GEORGIA: Files for Chapter 11 in Gainesville
----------------------------------------------
A Georgia Limited Partnership, a single asset real estate, filed a
Chapter 11 petition (Bankr. N.D. Ga. Case No. 12-23082) in its
home-town in Gainesville, Georgia. The Debtor estimated assets of
up to $50 million and liabilities of up to $10 million. The
statement of financial affairs says A Georgia generated
$1.01 million in 2010, $262,000 in 2011, and $32,000 so far this
year from the Diamond C Ranch. John J. McManus, Esq., at John J.
McManus & Associates, P.C., serves as counsel.
ALLIANT TECHSYSTEM: Moody's Affirms 'Ba2' CFR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service has assigned a Baa3 rating to the
planned $200 million first lien term loan of Alliant Techsystems,
Inc. ("ATK"). A first time Speculative Grade Liquidity rating of
SGL-2, denoting good liquidity, has been assigned as well.
Concurrently, all existing ratings have been affirmed including
the Ba2 corporate family rating. The rating outlook is stable.
Proceeds of the planned $200 million first lien term loan will be
used to partially fund ATK's pending redemption of $400 million 6
3/4% senior subordinate notes due 2016.
Ratings assigned:
$200 million first lien term loan due 2017, assigned at Baa3,
LGD2, 22%
Speculative Grade Liquidity, assigned at SGL-2
Ratings affirmed:
Corporate Family, affirmed at Ba2
Probability of Default, affirmed at Ba2
$600 million first lien revolving credit facility due 2015,
affirmed at Baa3, LGD2, to 22% from 15%
$400 million term loan due 2015, affirmed at Baa3, LGD2, to 22%
from 15%
$400 million 6 3/4% senior subordinated notes due 2016,
affirmed at Ba3, LGD4, 68% (rating will be withdrawn at
redemption)
$350 million 6 7/8% senior subordinated notes due 2020,
affirmed at Ba3, to LGD5, 74% from LGD4, 68%
$200 million 3% convertible senior subordinated notes due 2024,
affirmed at Ba3, to LGD5, 74% from LGD4, 68%
Rating Outlook, Stable
Ratings Rationale
ATK's corporate family rating of Ba2 reflects its good scale and
returns and the likelihood that credit ratios will remain at
supportive levels including debt to EBITDA in the mid 3x range
with EBIT to interest in the high 3x range on a Moody's adjusted
basis. While the U.S. defense spending declines that seem likely
ahead will challenge the company's earnings prospects, ATK has
lowered its cost base in recent quarters through plant
consolidations and other overhead reductions. These actions should
help earnings show better resiliency than revenues may show. The
rating recognizes that a key contract re-compete is also upcoming
(Lake City Army Ammunition Plant contract representing 15% FY2012
revenues), and that many of the consumer products sold within
ATK's Sporting Group segment have, as is typically the case,
experienced strong orders leading up to the U.S. Presidential
election and will likely see orders decline soon after. ATK's plan
to use about $200 million of cash to fund the $400 million
subordinate note redemption will reduce the (Moody's adjusted)
debt load by 7%. The rating also considers some potential for a
significant level of acquisition spending in coming years as the
tight U.S. fiscal position diminishes defense and space sector
orders and could ultimately threaten ATK's returns.
The first-time Speculative Grade Liquidity rating assignment of
SGL-2 denotes good liquidity. Following redemption of the
subordinate notes the company's cash balance will be low at about
$50 million but availability under the $600 million revolving
credit facility provides ample financial flexibility for a company
of its size. ($166 million of letters of credit outstanding as of
June 30, 2012.) The SGL-2 rating benefits from the ample cushion
that Moody's expects continuing near-term under the first lien
credit facility's financial ratio covenant tests. Likelihood that
pension contributions into 2013 will be lower than they were in
the three months ended June 30, 2012 ($140 million) should permit
annual free cash flow generation in the $120 million range, an
amount that comfortably exceeds near-term debt maturities of $35
million. Since the next put date on ATK's $200 million convertible
subordinated notes is not until 2014, the SGL-2 rating does not
factor in that liquidity need.
The rating outlook is stable. This considers the $6 billion plus
backlog, the likelihood of near-term free cash flow generation and
management's focus on reducing debt as the performance environment
grows less certain.
Upward rating pressure would develop with revenues and backlog
expanding from current levels, debt/EBITDA expected below 3x,
EBITA/interest above 4x and FCF/debt above 10%. Downward rating
pressure would mount with debt/EBITDA above 4x, EBITA/interest
under 3x, FCF/debt below 5%, or weakening liquidity.
Alliant Techsystems Inc. produces propulsion, composite
structures, munitions, rocket motor systems, precision missiles,
and civil, military and sport ammunition. The company organizes
its operations into three segments: Aerospace Group (27% of Q1-
FY2013 revenues), Defense Group (48%), and Sporting Good (25%).
Over the last twelve months ended June 30, 2012 revenues were
approximately $4.6 billion.
The principal methodology used in rating Alliant Techsystems Inc.
was the Global Aerospace and Defense Industry Methodology
published in June 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.
ALLIED IRISH: Incurs EUR1.2 Billion Net Loss in H1 2012
-------------------------------------------------------
Following the release of its 2012 Preliminary Interim Results on
July 27, 2012, Allied Irish Banks, p.l.c., published its Half
Yearly Financial Report for the six months ended 30 June 2012.
Allied Irish reported a net loss of EUR1.21 billion on EUR771
million of total operating income for the half year ended June 30,
2012, compared with profit of EUR2.23 billion n EUR851 million of
total operating income for the half year of 2011.
Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.
A copy of the filing is available for free at:
http://bankrupt.com/misc/ALLIEDH12012.pdf
About Allied Irish Banks
Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland. It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin. AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).
Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.
As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares. On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.
In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.
The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.
Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.
AMERICAN ACHIEVEMENT: S&P Cuts CCR to 'B-' on Weak Credit Metrics
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Austin, Texas-based American Achievement Corp.to 'B-'
from 'B'. "We lowered our existing issue-level rating on the
company's senior secured second-lien notes due 2016 to 'B-'. The
recovery rating remains '4', indicating our expectation of average
(30% to 50%) recovery for noteholders in the event of a payment
default," S&P said.
"The downgrade to 'B-' reflects Standard & Poor's Ratings
Services' expectation that American Achievement's ongoing
unfavorable revenue trends will continue to pressure EBITDA and
discretionary cash flow, drive leverage higher, and could further
weaken its already thin interest coverage, especially if the
company needs to access its revolving credit facility to fund the
business," said Standard & Poor's credit analyst Christopher
Valentine. "We characterize the company's business risk profile as
'weak' because of its focus on a single line of business in the
niche market for yearbooks, class rings, and other graduation-
related products, and weaker demand for its products in a
protracted soft economy. We continue to assess the company's
financial risk profile as 'highly leveraged' because of its high
debt to EBITDA and weak interest coverage."
"American Achievement is a major manufacturer and supplier of
yearbooks, class rings, and graduation products (known as school-
affinity products), as well as recognition products. The school
affinity-related product market is a mature business with
relatively high barriers to entry. American Achievement is a
second-tier player in this niche business because of its existing
relationships with customers and strong product offerings. It is
one-fourth the size, based on EBITDA, of the market leader, Visant
Corp. Typically, because of students' strong emotional ties with
their schools and with fellow students, and tradition-based timing
of ring and yearbook buying, purchase rates by students are fairly
stable. Nevertheless, we believe its operations are vulnerable to
weakness in the economy and to historically high gold prices,
causing a shift by consumers to lower-priced metals for jewelry
and affinity products. A major portion of the company's revenues
and EBITDA are seasonal and tied to the U.S. academic year, and
could face increased pressure given the current weak economy," S&P
said.
AMERICAN AIRLINES: Ex-Employee Barred From Pursuing Lawsuit
-----------------------------------------------------------
Judge Sean Lane denied a motion by a former American Airlines
Inc. employee to lift the automatic stay that was applied to a
lawsuit he filed against the company.
Valentin Jean-Louis, who was terminated from his job in 2007, sued
the company due to alleged discriminatory employment practices.
The lawsuit, which is pending in a district court in New York, was
automatically halted after American Airlines filed for bankruptcy
protection.
The lawsuit seeks reinstatement of Mr. Jean-Louis to his position
at American Airlines as well as payment for damages and attorney's
fees.
American Airlines lawyers had urged the bankruptcy judge to deny
the motion, saying it "would deprive [the company] of the
breathing spell" from various lawsuits.
Mr. Jean-Louis "has failed to demonstrate that cause exists to
deprive American Airlines of this essential protection of the
Bankruptcy Code," according to Stephen Youngman, Esq., at Weil
Gotshal & Manges LLP, in New York.
The committee representing American Airlines' unsecured creditors
also opposed the motion, arguing the former employee "has not
shown cause" to lift the injunction.
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 AIRLINES: Aeritas Asserts $17.7-Mil. Admin. Claim
----------------------------------------------------------
Aeritas Inc. has filed a motion seeking payment of $17.7 million
in administrative expense claim from AMR Corp.
The claim stemmed from AMR's alleged infringement of Aeritas
patents for the methods used in facilitating wireless e-commerce
transactions. A court hearing is scheduled for October 9.
Objections are due by Oct. 2.
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 AIRLINES: Non-Union Retirees Seek $134,500 in Fees
-----------------------------------------------------------
AMR Retirees Pension Protection Corp. has filed an application for
payment of fees and expenses for the first quarter of 2012.
ARPPC, a group formed by AMR Corp.'s pensioners who were not
members of any union, seeks payment of $134,470 in fees and $919
in expenses for the period January 26 to March 3, 2012, for its
"substantial contribution" in the company's bankruptcy case.
The group claimed it was involved in the formation of the
committee representing AMR's retired workers.
"The legal services rendered by ARPPC's counsel in these cases
were not rendered to benefit ARPPC directly. Rather, they were
designed to protect the interests of the thousands of retirees of
the debtors," the group's lawyer, Joshua Angel, Esq., at Herrick
Feinstein LLP, in New York.
A court hearing to consider approval of the application is
scheduled for September 20.
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 APPAREL: Comparable August Store Sales Increased 24%
-------------------------------------------------------------
American Apparel, Inc., announced preliminary comparable sales for
the period Aug. 1, 2012, through Aug. 28, 2012, and reported that
comparable store sales increased 24%, including a 24% increase in
comparable store sales for its retail store channel and a 19%
increase in net sales for its online channel.
"August will represent our 15th consecutive month of positive
comparable sales, and will be the largest sales increase reported
in nearly four years," said Dov Charney, chairman and chief
executive of American Apparel, Inc. "This performance was
companywide: double digit sales growth across almost all major
markets and product categories. However, there is still
significant low-hanging fruit for us to exploit in order to
further improve store productivity. Near term, we're focused on
the implementation of tighter inventory management systems through
our RFID program, store renovations, installation of traffic
counters, and the completion of our new distribution center to
improve the speed and accuracy of shipments to stores. Each of
these programs will bring measurable improvements in overall store
productivity."
About American Apparel
Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel. As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.
Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.
In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being. Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece. The deal allows the investors to purchase additional
27.4 million shares at the same price.
The Company reported a net loss of $39.31 million in 2011 and a
net loss of $86.31 million in 2010.
The Company's balance sheet at June 30, 2012, showed
$326.72 million in total assets, $297.80 million in total
liabilities, and $28.91 million in total stockholders' equity.
AMERICAN DEFENSE: Armor Defense Withdraws Second Tender Offer
-------------------------------------------------------------
Armor Defense Systems, Inc., withdrew its offer on Aug. 23, 2012,
to purchase for a tax-free share exchange up to $1,101,743 in
value of shares of common stock, $0.001 par value per share of
American Defense Systems, Inc. No securities were sold in
connection with this tender offer and no tender of securities
occurred.
This is the second Tender Offer made by Armor Defense. In June
2012, Armor Defense offered to buy up to $1,542,441 shares of
common stock of American Defense, which offer was also withdrawn.
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 June 30, 2012, showed $2.25 million
in total assets, $2.97 million in total liabilities, all current,
and a $723,370 total shareholders' deficiency.
AMERICAN NATURAL: Douglas MacGregor Has 6.9% Equity Stake
---------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Douglas B. MacGregor disclosed that, as of July 31,
2012, he beneficially owns 1,800,000 shares of common stock of
American Natural Energy Corporation representing 6.9% of the
shares outstanding. A copy of the filing is available at:
http://is.gd/mHsivC
About American Natural
American Natural Energy Corporation (TSX Venture: ANR.U) is a
Tulsa, Oklahoma-based independent exploration and production
company with operations in St. Charles Parish, Louisiana.
The Company reported a net loss of $905,792 in 2011, compared with
a net loss of $2.06 million in 2010.
In its audit report accompanying the 2011 financial statements,
MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern. The
independent auditors noted that the Company incurred a net loss in
2011 and has a working capital deficiency and an accumulated
deficit at Dec. 31, 2011.
The Company's balance sheet at June 30, 2012, showed $17.11
million in total assets, $10.44 million in total liabilities and
$6.67 million in total stockholders' equity.
APOLLO SOLAR: Incurs $1.8-Mil. Second Quarter Operating Loss
------------------------------------------------------------
Apollo Solar Energy, Inc., filed its quarterly report on Form 10-
Q, reporting net income of $812 on $988,346 of sales for the three
months ended June 30, 2012, compared with a net loss of $431,385
on $2.9 million of sales for the corresponding period a year ago.
For the six months ended June 30, 2012, the Company had a net loss
of $1.0 million on $2.9 million of sales, compared with a net loss
of $351,791 on $6.7 million of sales for the same period of the
prior year.
The Company had an operating loss for the three months ended
June 30, 2012, of $1.8 million, as compared to an operating loss
of $268,979 for the same period last year. The Company had an
operating loss for the six months ended June 30, 2012, of
$2.6 million, as compared to an operating loss of $917,778 for the
six months ended June 30, 2011.
In 2009, the Company entered into a joint venture agreement,
pursuant to which it acquired a 35% interest for the contribution
of certain assets with a fair value of RMB49,980,000
(approximately $7.3 million) and debt of RMB37,170,000
(approximately $5.4 million). According to the Company,
accounting standards require that it report a gain on the
difference between the initial cost of the investment and its
proportionate share of the fair value of the Joint Venture's net
equity. "Accordingly, we recorded a gain of $2,040,651 during the
three and six months ended June 30, 2012."
The Company's balance sheet at June 30, 2012, showed $29.9 million
in total assets, $11.2 million in total current liabilities, and
stockholders' equity of $18.7 million.
"The Company has negative working capital of $4,637,639, did not
generate cash from its operations, and has had operating losses
during past two years," the Company said in the filing. "These
circumstances, among others, raise substantial doubt about the
Company's ability to continue as a going concern."
A copy of the Form 10-Q is available at http://is.gd/UHYmgj
Apollo Solar Energy is a China-based vertically integrated refiner
of tellurium, or Te, and high-purity tellurium-based metals for
specific segments of the electronic materials market. The
Company's main expertise is in the production of Te-based
compounds used to produce thin-film solar cells, cell modules and
solar electronic products. Tellurium, one of the rarest metallic
elements on earth, is produced as a by-product in the process of
processing copper and other metals.
The Company's refining operations are currently based in a 330,000
square foot facility in Chengdu, Sichuan Province, China.
ARRAY BIOPHARMA: Three Directors to Depart from Board
-----------------------------------------------------
Array BioPharma Inc. announced that Francis Bullock, Ph.D., and
Kevin Koch, Ph.D., have decided not to stand for reelection to its
Board of Directors and that David Snitman, Ph.D., intends to
resign from the Board of Directors. Each of the directors will be
leaving the Board effective following Array's Annual Meeting of
Stockholders to be held on Oct. 24, 2012. Dr. Koch and Dr.
Snitman will continue their leadership roles on Array's executive
team, with Dr. Koch continuing to serve as President and Chief
Scientific Officer and Dr. Snitman continuing to serve as Chief
Operating Officer and Vice President of Business Development. Dr.
Bullock decided not to stand for reelection so that he could
devote more time to his other personal and professional
responsibilities. A search is underway to add independent
directors with industry knowledge, skills and expertise to guide
Array in achieving its goal of becoming a commercial-stage
biopharmaceutical company.
"As founding members of our Board, we thank Dr. Bullock, Dr. Koch
and Dr. Snitman for their exceptional leadership, expertise and
contributions," said Kyle Lefkoff, Chairman of Array BioPharma.
"Array has grown from a drug discovery and early-stage development
company to a late-stage clinical development company with a deep
pipeline of programs. We intend to add independent directors who
have clinical development and/or commercialization expertise in
the cancer therapeutic area to help guide us as we bring our
pipeline of products to the market."
Dr. Koch added, "I am proud to have founded Array and to have
worked with Array's other Board members over the years. We have
established a track record of producing high quality drug
candidates, advancing 18 drug candidates into human clinical
trials, 10 of which are in Phase 2. Array was built on
exceptional science and a culture of inventing great molecules,
fueled by the passion and skill which our people demonstrate every
day. I am confident that exceptional science will continue to
guide us through our evolution, and excited to see the impact our
discoveries will have for patients."
In addition, Dr. Snitman noted, "It is an honor to be an Array
founder, serve on its leadership team and Board, and contribute to
its success. Array's ability to discover and advance drug
candidates that have the promise to impact millions of patient
lives has attracted some of the most well-respected pharmaceutical
company partners in the industry, including Novartis, AstraZeneca,
Roche/Genentech, Amgen and Celgene. I am excited to continue
leading our business development activities as we focus on
maximizing the value of our non-oncology assets, including our
pain drug candidate, ARRY-797 and our asthma drug candidate, ARRY-
502, through strategic partnerships."
And Dr. Bullock said, "It has been a privilege to help Array grow
and mature into a fully-integrated biopharmaceutical company. Now
with new leadership and the stage set for commercial success, it
is time for the Board's representation to evolve as well."
The decisions to leave the Board did not arise from any
disagreement on any matter relating to the Company's operations,
policies or practices.
Earlier this year, Array appointed two new independent directors
to Array's Board: Liam Ratcliffe, Ph.D., M.D., and Gwen Fyfe,
M.D., both with extensive clinical development experience.
Directors OK 2013 Bonus Program
On Aug. 31, 2012, and on the recommendation of the Compensation
Committee, the independent directors of the Board of Directors of
Array BioPharma Inc. approved the performance bonus program for
annual bonus awards that may be earned by employees of the
Company, including the Company's executive officers, for fiscal
2013.
Under the bonus program, certain of the Company's employees,
including its executive officers, will be entitled to earn a bonus
payable in cash, stock or stock option equivalents based upon the
achievement of certain specified performance goals and objectives
relating to the Company and to each individual participant. To
the extent the corporate and individual performance goals are met,
each participant may be eligible to receive a target bonus
calculated by multiplying the participant's base salary by a
percentage value later assigned to the participant or to his or
her position with the Company by the Compensation Committee. A
percentage of this target bonus amount may be awarded following
the end of the fiscal year to the extent the Compensation
Committee determines the corporate and individual performance
goals are met.
The plan can be amended in whole or in part by the Compensation
Committee at any time until paid. The Compensation Committee
recommended and the independent directors of the Board approved
the specific performance goals for fiscal 2013 under the
performance bonus program. The performance bonuses for 2013 will
be based both on individual performance and on the Company's
performance relative to the following performance criteria:
revenues, earnings per share, year-end cash, discovery research
and clinical development goals, transactional goals relating to
out-licensing, partnership or collaboration transactions and
corporate organizational goals. In determining the bonus awards
for fiscal 2013, the foregoing goals will be weighted as follows:
financial goals 9%; discovery research goals 9%; clinical
development goals 56%; transactional goals 18%; and organizational
goals 9%. A description of the performance bonus program is
available for free at http://is.gd/YApyb7
About Array Biopharma
Boulder, Colo.-based Array BioPharma Inc. is a biopharmaceutical
company focused on the discovery, development and
commercialization of targeted small-molecule drugs to treat
patients afflicted with cancer and inflammatory diseases. Array
has four core proprietary clinical programs: ARRY-614 for
myelodysplastic syndromes, ARRY-520 for multiple myeloma, ARRY-797
for pain and ARRY-502 for asthma. In addition, Array has 10
partner-funded clinical programs including two MEK inhibitors in
Phase 2: selumetinib with AstraZeneca and MEK162 with Novartis.
Array BioPharma reported a net loss of $23.58 million for the year
ended June 30, 2012, a net loss of $56.32 million for the year
ended June 30, 2011, and a net loss of $77.63 million for
the year ended June 30, 2010.
The Company's balance sheet at June 30, 2012, showed
$108.07 million in total assets, $193.87 million in total
liabilities, and a $85.80 million total stockholders' deficit.
"If we are unable to obtain additional funding from these or other
sources when needed, or to the extent needed, it may be necessary
to significantly reduce the current rate of spending through
further reductions in staff and delaying, scaling back, or
stopping certain research and development programs, including more
costly Phase 2 and Phase 3 clinical trials on our wholly owned
programs as these programs progress into later stage development,"
the Company said in its annual report for the year ended June 30,
2012. "Insufficient liquidity may also require us to relinquish
greater rights to product candidates at an earlier stage of
development or on less favorable terms to us and our stockholders
than we would otherwise choose in order to obtain up-front license
fees needed to fund operations. These events could prevent us
from successfully executing our operating plan and in the future
could raise substantial doubt about our ability to continue as a
going concern."
AS AMERICA: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Piscataway, N.J.-based AS America Inc. to stable from negative.
"At the same time, we affirmed our ratings on the company,
including the 'B' corporate credit rating," S&P said.
"The rating and outlook reflect our view that recent operating
performance for AS America Inc. has been in line with expectations
given the gradual recovery in new construction as well as higher
levels of repair and remodeling," said Standard & Poor's credit
analyst Maurice S. Austin. "Standard & Poor's economists are
projecting 760,000 total housing starts in 2012, an improvement
over the approximately 610,000 achieved in 2011, but still well
below the long term historical average of 1.5 million annual
starts. In addition, we expect spending on repairs and remodeling,
from which AS America generates approximately 85% of sales,
accelerate as homeowners catch up on deferred maintenance."
"Given our expectations, we believe sales could grow in the low-
single digits in 2012, reflecting the increases we expect in
housing starts as well as repair and remodeling spending. Gross
margins have improved since the beginning of the year despite
still high raw material costs. As a result, we think that total
adjusted leverage will likely exceed 6x over the next 24 months,
with interest coverage remaining below 2x, which we think are weak
metrics for the rating. (AS America does not publicly disclose
financial information given its private company status)," S&P
said.
"The corporate credit rating on AS America Inc. reflects the
combination of what we consider to be the company's 'weak'
business risk and 'highly leveraged' financial risk. The weak
business risk profile reflects AS America's dependence on the
challenging residential and nonresidential construction end
markets, high customer concentrations, thin operating profit
margins, and competitive markets, partially offset by the
company's leading positions in the chinaware and baths categories,
and a competitive position in faucets. We view the financial risk
profile as highly leveraged, given total leverage (including
adjustments for postretirement obligations and operating leases)
of about 10.5x as of June 30, 2012," S&P said.
"AS America Inc. is a manufacturer and distributor of fixtures,
faucets and fittings for the North American bathroom and kitchen
markets, and operates under the American Standard, Crane Plumbing,
and Eljer brand names, among others," S&P said.
"The stable rating outlook reflects our assessment that leverage
strengthens from 20x at the end of 2011 to about 6.5x by the end
of 2012. This level is weak for the rating but the trend is
positive and reflects our expectation for accelerating remodeling
activity in the U.S. for the rest of 2012 and into 2013," S&P
said.
"A higher rating, although unlikely in the near term, could occur
if a greater-than-expected recovery in residential and commercial
construction were to result in leverage likely to be maintained at
about 4x, or if FFO to debt were to exceed 20%," S&P said.
"We could lower the ratings on AS America if operating conditions
deteriorate because of prolonged minimal construction activity and
repair and remodeling spending begins to decline. Downward rating
pressure could also occur if a decline in EBITDA caused the
company to use cash to fund operating losses, resulting in a drop
in liquidity below the $45 million needed to fund its fixed
charges," S&P said.
AVANTAIR INC: Kevin Beitzel Resigns as Chief Operating Officer
--------------------------------------------------------------
Effective Aug. 30, 2012, the Chief Operating Officer of Avantair,
Inc., Kevin Beitzel, has resigned his position with the Company.
Mr. Beitzel has agreed to remain with the Company in order to
transition his previous responsibilities through Sept. 30, 2012,
following which he will remain with the Company on a consulting
basis as needed.
On Aug. 24, 2012, Steven Santo, chief executive officer of the
Company and Stephen Wagman, president of the Company, in
furtherance of their continued actions as part of the Company's
ongoing efforts to reduce expenses, advised the Board of Directors
of voluntary decreases in their compensation, which the Board of
Directors approved.
Effective Aug. 24, 2012, each Senior Officer agreed to a decrease
in his annual base salary by the following percentages (when
compared to their respective annual base salary levels in fiscal
2012): Steven Santo agreed to reduce his salary by 15%, from
$525,000 to $450,000, and Stephen Wagman agreed to reduce his
salary by 6%, from $375,000 to $352,500.
Furthermore, each Senior Officer agreed to voluntarily forego his
annual bonus opportunities for fiscal year 2012. When compared to
Mr. Santo's bonus payment for fiscal 2011, which was $200,000, the
result is a further decrease in his compensation level, such that
Mr. Santo's total compensation decreased from fiscal 2011 by
approximately 52%.
Consistent with the Senior Officers' salary reductions, the
Company's non-employee directors have agreed to reduce their
director compensation by 40%. Each Director will reduce their
annual cash compensation by 40% from fiscal 2012 levels, from
$40,000 to $24,000. Moreover, the Chairman of the Board and each
Committee Chairman will reduce the additional compensation for
their services as respective Chairmen by 40%. More specifically,
Robert Lepofsky, Chairman of the Board, will reduce his additional
chairman compensation from $32,000 to $19,200; Dick DeWolfe, Audit
Committee Chairman, will reduce his additional chairman
compensation from $ 24,000 to $14,400 and A. Clinton Allen,
Governance Committee Chairman, and Arthur Goldberg, Compensation
Committee Chairman, will reduce their additional chairman
compensation from $16,000 to $9,600.
About Avantair Inc.
Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet. According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.
Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey. Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.
The Company's balance sheet at March 31, 2012, showed
$98.86 million in total assets, $132 million in total liabilities,
$14.77 million in series A convertible preferred stock, and a
$47.91 million total stockholders' deficit.
BERJAC OF OREGON: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Berjac of Oregon filed a bare-bones Chapter 11 petition (Bankr. D.
Ore. Case No. 12-63884) in Eugene on Aug. 31, 2012. Its
affiliate, Berjac of Portland, Oregon, also sought Chapter 11
bankruptcy protection.
Berjac of Oregon estimated assets and debts of $10 million to
$50 million. The exclusive period to propose a Chapter 11 plan
expires Dec. 31.
Berjac -- http://www.berjac.com/-- has provided insurance premium
financing to insureds in the Western United States since 1963. A
related entity is Berjac of Portland.
Brent Hunsberger at The Oregonian reports the petition, listing
more than $17.6 million in unsecured claims, was signed by Michael
S. Holcomb of Eugene, who owns the Berjac partnerships with his
brother Gary Holcomb of Lake Oswego. Berjac's bankruptcy petition
listed between $10 million and $50 million in assets and
liabilities.
According to The Oregonian, on the date of the bankruptcy filing,
state regulators fined Berjac $900,000, saying that 275 investors
might have lost up to $35 million making risky loans to the men's
firms.
The Oregonian relates state officials moved quickly to issue a
press release before the Labor Day weekend to warn other investors
of the firm's alleged illegal scheme and apparent financial woes.
The report notes it's the second time Berjac and the Holcombs have
run afoul of Oregon securities regulators. According to the
report, in its cease-and-desist orders signed Thursday and mailed
Aug. 31, the Oregon Division of Finance and Corporate Securities
accused Berjac and the Holcomb brothers of violating Oregon
securities laws. The orders allege the Holcombs sold unsecured
notes to investors without registering them, getting a license or
offering investors a detailed prospectus.
The report says, for five decades, Berjac has loaned businesses
money to buy business-related casualty insurance policies, state
officials said. The Holcombs front the large insurance premiums
for businesses, which then repay them over time with interest.
The report relates, to finance some real-estate deals the Holcombs
sold unsecured promissory notes to Oregon residents offering
returns of 5.5% a year. Relatives of the Holcombs were told
they'd get even higher returns -- between 10% and 12% a year.
The Oregonian notes the "Berjac Notes" were sold largely by word
of mouth and at public functions, such as the Eugene Executives'
Association, according to the state's orders. Most investors are
in the Eugene and Portland area.
According to the report, the state noted in one of the orders that
in 2010, Windridge Homes owner Fred A. Ball filed for bankruptcy,
owing Berjac $8.7 million. Mr. Ball's bankruptcy petition,
however, listed Berjac of Portland as an unsecured creditor and
characterized the business debt as a personal guarantee worth no
current value. Mr. Ball also did business as Fishback Creek
Homeowners Association and McDonald Woods Homeowners Association,
both in the Portland area.
BIOFUEL ENERGY: Thomas Edelman Discloses 9.3% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Thomas J. Edelman disclosed that, as of
Aug. 27, 2012, he beneficially owns 497,500 shares of common stock
of BioFuel Energy Corp. representing 9.3% of the aggregate
outstanding shares. As of Aug. 7, 2012, BioFuel Energy had
5,324,746 shares of Common Stock outstanding, based upon
information provided in the Company's most recent Form 10-Q, filed
Aug. 10, 2012.
Mr. Edelman previously reported beneficial ownership of 9,950,000
common shares or a 9.5% equity stake as of Nov. 7, 2011.
A copy of the amended filing is available for free at:
http://is.gd/S7nCoi
About Biofuel Energy
Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities. It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.
The Company reported a net loss of $10.36 million in 2011,
compared with a net loss of $25.22 million during the prior year.
BioFuel Energy's balance sheet at June 30, 2012, showed
$275.09 million in total assets, $197.90 million in total
liabilities and $77.18 million in total equity.
Bankruptcy Warning
"Drought conditions in the American Midwest have significantly
impacted this year's corn crop and caused a significant reduction
in the anticipated corn yield," the Company said in its quarterly
report for the period ended June 30, 2012. "Since the end of the
second quarter, this has led to a dramatic increase in the price
of corn and a corresponding narrowing in the crush spread. Should
current commodity margins continue for an extended period of time,
we may not generate sufficient cash flow from operations to both
service our debt and operate our plants. We are required to make,
under the terms of our Senior Debt Facility, quarterly principal
payments in a minimum amount of $3,150,000, plus accrued interest.
We cannot predict when or if crush spreads will fluctuate again or
if the current commodity margins will improve or worsen. If crush
spreads were to remain at current levels for an extended period of
time, we may expend all of our sources of liquidity, in which
event we would not be able to pay principal and interest on our
debt. In the event crush spreads narrow further, we may choose to
curtail operations at our plants or cease operations altogether
until such time as crush spreads improve. Any inability to pay
principal and interest on our debt would lead to an event of
default under our Senior Debt Facility, which, in the absence of
forbearance, debt service abeyance or other accommodations from
our lenders, could require us to seek relief through a filing
under the U.S. Bankruptcy Code. We expect fluctuations in the
crush spread to continue."
BON-TON STORES: Phases Out Chief Operating Officer Position
-----------------------------------------------------------
The Bon-Ton Stores, Inc., determined that the position of Chief
Operating Officer would be eliminated and that, as a result of
that change, the employment of the Company's current Chief
Operating Officer, Barbara J. Schrantz, would be terminated
effective Sept. 14, 2012.
About Bon-Ton Stores
The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 276 department
stores, which includes 11 furniture galleries, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.
The Company incurred a net loss of $40.8 million on $640 million
of net sales for the 13 weeks ended April 28, 2012.
The Company's balance sheet at July 28, 2012, showed $1.56 billion
in total assets, $1.51 billion in total liabilities, and
$48.33 million in total shareholders' equity.
* * *
In the Jan. 12, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Bon-Ton
Stores Inc. to 'B-' from 'B'.
"The downgrade reflects the continued deterioration of the
company's performance, which has been below our expectations due
to merchandising that has not resonated with its customers," said
Standard & Poor's credit analyst David Kuntz. He added, "It
incorporates our view that operations will remain weak in the near
term and that credit protection measures will erode further
over the next year."
As reported by the TCR on July 13, 2012, Moody's Investors Service
revised The Bon-Ton Stores, Inc.'s Probability of Default Rating
to Caa1/LD from Caa3. The Caa1/LD rating reflects the company's
exchange of $330 million of new senior secured notes due 2017 for
$330 million of its unsecured notes due 2014. The LD designation
indicates that a limited default on the company's 2014 notes has
occurred, as Moody's deem that this transaction is a distressed
exchange. The LD designation will be removed in approximately 3
business days.
Moody's also affirmed the company's Corporate Family Rating at
Caa1 and affirmed the Caa3 rating assigned to the company's senior
unsecured notes due 2014.
CAPITOL BANCORP: Court Restricts Stock Transfer to Protect NOLs
---------------------------------------------------------------
The Bankruptcy Court, in a final order, approved restrictions on
certain transfers of stock in and claims against Capitol Bancorp
Ltd. to preserve tax attributes. The judge opined that the
Debtors' net operating loss carryforwards and certain other tax
attributes are property of the Debtors' estates protected by the
automatic stay of Section 362(a) of the Bankruptcy Code.
The Court held that unrestricted trading in CBC Stock and Claims
against CBC before the effective date of the Debtors' Plan of
Reorganization could severely limit the Debtors' ability to use
the Tax Attributes.
The Court directed any person or entity that beneficially owns, at
any time after the Petition Date, claims against CBC in an amount
sufficient to qualify as a substantial claimholder to file with
the Court and serve on Debtors' counsel a Notice of Status as a
Substantial Claimholder. A "Substantial Claimholder" is a person
or entity that beneficially owns, with respect to any Class of
Claims, a dollar amount of those Claims that is more than
$3,285,000 for Class-1 Senior Note Claims or $12,166,666 for
Class-2 Trust Preferred Securities Claims.
Prior to effectuating any acquisition or other transfer of Claims
that would result in an increase in the dollar amount of Claims
beneficially owned by a Substantial Claimholder, or a person or
Entity becoming a Substantial Claimholder, that person, Entity or
Substantial Claimholder, shall file with the Court, and serve on
counsel to the Debtors, advance written Notice of Proposed Claim
Acquisition of the intended Acquisition of Claims.
A copy of the order is available for free at http://is.gd/Ehfnzr
About Capitol Bancorp
Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012. Capitol Bancorp --
http://www.capitolbancorp.com/-- is a community banking company
with a network of individual banks and bank operations in 10
states and total consolidated assets of roughly $2.0 billion as of
June 30, 2012. Financial Commerce, formerly known as Michigan
Commerce Bancorp Limited, is a Michigan corporation. CBC owns
roughly 97% of FCC, with a number of CBC affiliates owning the
remainder. FCC, in turn, is the holding company for five of the
banks in CBC's network. CBC is registered as a bank holding
company under the Bank Holding Company Act of 1956, as amended, 12
U.S.C. Sec. 1841, et seq., and trades on the OTCQB under the
symbol "CBCR."
CBC's banks are community banks, relatively small in market size,
emphasizing personalized banking relationships. The banks are
located in Arizona, Georgia, Indiana, Michigan, Missouri, Nevada,
New Mexico, North Carolina, Ohio and Oregon. CBC's consolidated
financial position was significantly adversely affected by large
operating losses in 2011, 2010 and 2009. Those operating losses
resulted in an equity deficit and a regulatory-capital
classification as "undercapitalized" or "significantly
undercapitalized" as of Dec. 31, 2011.
Bankruptcy Judge Walter Shapero presides over the case. Lawyers
at Honigman Miller Schwartz and Cohn LLP represent the Debtors as
counsel.
In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities. The petitions were
signed by Cristin K. Reid, corporate president.
A hearing will be held on Sept. 18, 2012, at 10:30 a.m. to
consider confirmation of Capitol Bancorp's prepackaged Chapter 11
plan of reorganization.
CAPITOL CITY BANCSHARES: Incurs $389,000 Net Loss in 2nd Quarter
----------------------------------------------------------------
Capitol City Bancshares, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $388,708 on $2.4 million of net
interest income for the three months ended June 30, 2012, compared
with net income of $158,585 on $2.3 million of net interest income
for the same period of the prior year.
For the six months ended June 30, 2012, the Company had a net loss
of $1.2 million on $4.7 million of net interest income, compared
with net income of $243,887 on $4.5 million of net interest income
for the same period last year.
A provision of $1,255,000 was made for the six months ended
June 30, 2012, as compared to a provision of $355,000 made for the
six months ended June 30, 2011. The provision for the second
quarter of 2012 was $510,000 compared to $150,000 for the same
period of 2011.
The Company's balance sheet at June 30, 2012, showed
$296.6 million in total assets, $287.4 million in total
liabilities, and stockholders' equity of $9.2 million.
Required Capital Levels
In January 2010, the Bank received a consent order from the
Federal Deposit Insurance Corporation and the Georgia Department
of Banking and Finance. The Order is a formal corrective action
pursuant to which the Bank has agreed to address specific issues,
through the adoption and implementation of procedures, plan and
policies designed to enhance the safety and soundness of the Bank.
According to the regulatory filing, the Bank has not achieved the
required capital levels mandated by the Order.
"The continuing level of problem loans as of the quarter ended
June 30, 2012, and capital levels continuing to be in the "under
capitalized" category of the regulatory framework for prompt
corrective action as of June 30, 2012, continue to create
substantial doubt about the Company's ability to continue as a
going concern. There can be no assurance that any capital raising
activities or other measures will allow the Bank to meet the
capital levels required in the Order. Non-compliance with the
capital requirements of the Order and other provisions of the
Order may cause the Bank to be subject to further enforcement
actions by the FDIC or the Department."
A copy of the Form 10-Q is available at http://is.gd/bfkJCu
Atlanta, Georgia-based Capitol City Bancshares, Inc., was
incorporated under the laws of the State of Georgia for the
purposes of serving as a bank holding company for Capitol City
Bank and Trust Company. The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.
* * *
As reported in the TCR on April 17, 2012, Nichols, Cauley and
Associates, LLC, in Atlanta, Georgia, expressed substantial doubt
about Capital City Bancshares' ability to continue as a going
concern, following the Company's results for the year ended
Dec. 31, 2011. The independent auditors noted that the Company is
operating under regulatory orders to, among other items, increase
capital and maintain certain levels of minimum capital. "As of
Dec. 31, 2011, the Company was not in compliance with these
capital requirements. In addition to its deteriorating capital
position, the Company has suffered significant losses related to
nonperforming assets, has experienced declining levels of liquid
assets, and has significant maturities of liabilities within the
next twelve months."
CELL THERAPEUTICS: To Effect a 1-for-5 Reverse Stock Split
----------------------------------------------------------
Cell Therapeutics, Inc., has filed with the Secretary of State of
the State of Washington an amendment to its Amended and Restated
Articles of Incorporation to implement the 1-for-5 reverse stock
split announced on Aug. 8, 2012. The Reverse Stock Split is
anticipated to be effective on Sept. 2, 2012.
As a result of the amendment to the Articles of Incorporation,
CTI's total number of authorized shares will be decreased from
384,999,999 shares to 76,999,999 shares; CTI's total number of
authorized shares of common stock will be decreased from
383,333,333 shares of common stock to 76,666,666 shares of common
stock; and CTI's total number of authorized shares of preferred
stock will be decreased from 1,666,666 shares of preferred stock
to 333,333 shares of preferred stock.
In connection with the Reverse Stock Split, CTI also announced
that its Board of Directors had approved certain amendments to
CTI's existing shareholder rights plan, to be effective after
giving effect to the Reverse Stock Split, namely, to decrease the
exercise price of the preferred stock purchase rights under the
Rights Plan from $36.00 to $14.00, to decrease the number of
shares of preferred stock issuable upon the exercise of a Right
from six ten-thousandths (6/10,000th) to one ten-thousandth
(1/10,000th), to decrease the redemption price of each Right from
$0.0006 to $0.0001 and to revise the definitions of "acquiring
person" and "beneficial ownership" under the Rights Plan. The
Rights were initially distributed as a dividend on each share of
CTI's common stock outstanding on Jan. 7, 2010, and currently
trade with each outstanding share of CTI's common stock.
The Common Stock is quoted on The NASDAQ Capital Market under the
symbol "CTIC" and on the Mercato Telematico Azionario stock market
in Italy under the symbol "CTIC." The Common Stock is scheduled
to begin trading on a split-adjusted basis on The NASDAQ Capital
Market in the United States and the MTA in Italy on Sept. 4, 2012.
The Company's trading symbol on The NASDAQ Capital Market and the
MTA will not change due to the Reverse Stock Split.
About Cell Therapeutics
Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.
Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.
The Company's balance sheet at June 30, 2012, showed $38.34
million in total assets, $39.83 million in total liabilities,
$13.46 million in common stock purchase warrants, and a $14.95
million total shareholders' deficit.
Going Concern Doubt Raised
The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.
The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011. The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011. The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.
Bankruptcy Warning
The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations. Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing. The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing. However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all. If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result. If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.
CELL THERAPEUTICS: Estimates $4.9 Million Net Loss in July
----------------------------------------------------------
Cell Therapeutics, Inc., estimated a net loss attributable to
common shareholders of US$4.94 million on US$0 of net revenue for
the month ended July 31, 2012, compared with a net loss
attributable to common shareholders of US$46.20 million on US$0 of
net revenue during the prior month.
Estimated research and development expenses were $3.5 million for
the month of June 2012 and $2.4 million for the month of July
2012.
There were no convertible notes outstanding as of June 30, 2012,
and July 31, 2012.
A copy of the press release is available for free at:
http://is.gd/lZvIrx
About Cell Therapeutics
Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.
Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.
The Company's balance sheet at June 30, 2012, showed $38.34
million in total assets, $39.83 million in total liabilities,
$13.46 million in common stock purchase warrants, and a $14.95
million total shareholders' deficit.
Going Concern Doubt Raised
The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.
The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011. The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011. The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.
Bankruptcy Warning
The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations. Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing. The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing. However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all. If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result. If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.
CENTRAL EUROPEAN: Inks Employment Agreement with Interim CEO
------------------------------------------------------------
On Aug. 24, 2012, Central European Distribution Corporation
entered into an employment agreement with David Bailey, the
Company's interim Chief Executive Officer and member of the
Company's board of directors. The Employment Agreement is
effective as of July 9, 2012. Mr. Bailey's Employment Agreement
provides, among other things, that:
* The term of the Employment Agreement began on July 9, 2012,
and expires Jan. 9, 2013, unless terminated earlier per its
terms or extended by mutual agreement of the parties for up
to no more than an additional six months.
* Mr. Bailey's base salary is $62,500 per month.
* With respect to the second half of the Company's 2012 fiscal
year, Mr. Bailey is eligible to receive a target cash bonus
of $300,000 under the Company's Executive Bonus Plan, subject
to certain financial and organizational performance targets.
* Subject to approval by the Company's shareholders of certain
amendments to the Company's 2007 Stock Incentive Plan, the
Company will grant to Mr. Bailey restricted stock units
valued at $250,000 which, subject to certain vesting
requirements, may vest in full on Jan. 9, 2013.
* As additional benefits, Mr. Bailey will receive the use of a
company car and health plan coverage.
* All payments to Mr. Bailey pursuant to the Employment
Agreement may be subject to increase based on the Polish
Zloty to U.S. Dollar exchange rate.
* If the Company terminates Mr. Bailey's employment other than
for cause, disability or death, or if Mr. Bailey terminates
his employment for good reason, Mr. Bailey will be entitled
to receive (i) all accrued obligations, (ii) a lump sum
payment equal to the base salary that would have been payable
to him through Jan. 9, 2013, (iii) a lump sum payment equal
to the bonus he would have been entitled to had he remained
employed to Jan. 9, 2013, (iv) any other amounts and benefits
that would have been received by him during the remainder of
the term, and (v) full or partial accelerated vesting of the
restricted stock units to be awarded to him pursuant to the
Employment Agreement.
About CEDC
Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.
The Company's balance sheet at March 31, 2012, showed
US$2.033 billion in total assets, US$1.674 billion in total
liabilities, and stockholders' equity of US$358.45 million.
According to the regulatory filing, "[C]ertain credit and
factoring facilities are coming due in 2012, which the Company
expects to renew. Furthermore, our Convertible Senior Notes are
due on March 15, 2013. Our current cash on hand, estimated cash
from operations and available credit facilities will not be
sufficient to make the repayment on Convertible Notes and, unless
the transaction with Russian Standard Corporation is completed as
scheduled, the Company may default on them. The Company's cash
flow forecasts include the assumption that certain credit and
factoring facilities that are coming due in 2012 will be renewed
to manage working capital needs. Moreover, the Company had a net
loss and significant impairment charges in 2011 and current
liabilities exceed current assets at March 31, 2012. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern unless the transaction with Russian
Standard is completed as scheduled."
Ernst & Young Audit sp. z o.o., in Warsaw, Poland, expressed
substantial doubt about Central European'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
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.
* * *
As reported by the TCR on Aug. 10, 2012, Standard & Poor's Ratings
Services kept on CreditWatch with negative implications its 'CCC+'
long-term corporate credit rating on U.S.-based Central European
Distribution Corp. (CEDC), the parent company of Poland-based
vodka manufacturer CEDC International sp. z o.o.
"The CreditWatch status reflects our view that uncertainties
remain related to CEDC's ongoing accounting review and that
CEDC's liquidity could further and substantially weaken if there
was a breach of covenants which could lead to the acceleration of
the payment of the 2016 notes, upon receipt of a written notice
of 25% or more of the noteholders," S&P said.
CENTURY ALUMINUM: S&P Retains 'B' Issuer Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on Big
Rivers Electric Corp., Ky., (BREC) and Ohio County, Ky.'s $83.3
million pollution control refunding revenue bonds, series 2010A
(Big Rivers Electric Corp. Project) issued for Big Rivers' benefit
to negative from stable. "At the same time, Standard & Poor's
affirmed its 'BBB-' issuer credit rating on the cooperative and
the issue-level rating on the Ohio County bonds," S&P said.
"The outlook revision reflects our concerns about the strength and
stability of the utility's revenue stream following its leading
customer's issuance of a 12-month notice to terminate its power
contract with BREC," said Standard & Poor's credit analyst David
Bodek. "The notice covers Century Aluminum Co.'s (B/Stable/--)
Hawesville, Ky., smelter. During the 12 months, Century is
required to pay a base energy charge that covers its share of Big
Rivers' fixed and variable costs. If it does not operate the plant
during the notice period, it must still pay its share of fixed
costs. BREC has accepted the termination notice."
"Before sending its termination notice, Century claimed that its
Hawesville smelting facilities require significant electric rate
concessions to remain viable. Although the smelting plant has been
operating at levels that exceeded its threshold electric contract
requirements, the company cited sharp declines in aluminum prices
and BREC's electric rates as factors that are degrading its
Hawesville facilities' profitability. The utility did not accept
the requested concessions, because its nonsmelter customers would
have to bear the $110 million in concessions Century sought for
itself and the utility's other smelter customer, Rio Tinto Alcan
Inc. (Alcan; A-/Stable/A-2). That smelter is not projecting
closing its Sebree facilities in BREC's service territory," S&P
said.
"Century and Alcan represented two-thirds of BREC's 2011 megawatt-
hour (MWh) sales to members, excluding nonmember sales, and about
half of energy sales to members and nonmembers. Century accounted
for about 30% of the utility's 2011 operating revenues and Alcan,
24%. About 80% of BREC's 2011 electric sales were to members and
it sold the balance of its output principally in competitive
wholesale markets. We view the pending loss of Century as having
the potential to convert substantial amounts of the utility's
generation capacity into surplus. 'Also, the departure could shift
to BREC's remaining customers costs that Century historically
paid," Mr. Bodek added.
"Henderson, Ky.-based Big Rivers is a generation and transmission
cooperative that produces and procures electricity for sale to
three distribution cooperative members and their 112,900 retail
customers. One member, Kenergy Corp., serves the two smelters. In
2011, Kenergy's 9.4 million MWh sales were 8x greater than the sum
of the other two members' MWh sales. About 86% of Kenergy's 2011
MWh sales were to industrial customers. Nearly three-quarters of
its sales were to the two smelters. They accounted for more than
70% of the company's operating revenues. BREC's other member
distribution cooperatives--Jackson Purchase Energy and Meade
County Rural Electric Cooperative--principally serve residential
customers," S&P said.
"The negative outlook reflects our view that the largest
customer's decision to close facilities after failing to win rate
concessions could degrade BREC's financial performance and credit
quality during our two-year outlook horizon. Although the utility
plans to file for rate relief, we view rate cases as presenting
uncertainty vis-…-vis the extent and timeliness of rate relief. We
will monitor the progress of the rate case to assess whether
further rating action is appropriate. The customer's notice could
also expose the utility to the vicissitudes of merchant markets
and creates the potential for substantial cost shifting to
remaining customers, who might resist such efforts or find that
reallocated costs are too onerous to absorb. If these risks,
whether in isolation or combination, weaken BREC's business risk
profile and erode financial metrics, including the strong debt
service coverage that compensated for business risks in recent
years, we could lower the ratings. We do not expect to raise the
rating during our outlook period," S&P said.
CHAMPION ENTERPRISES: Creditors' Suit vs. Credit Suisse Nixed
-------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Thursday dismissed Champion Enterprises Inc.'s
unsecured creditors' claims against a Credit Suisse AG unit,
ruling the bank's breach of a $187 million contract hadn't led to
Champion's downfall or caused any provable damages to the now-
defunct homebuilder's unsecured creditors.
Brought by Champion's official committee of unsecured creditors as
an adversary complaint in its 2009 bankruptcy case, the suit
claimed that Credit Suisse's Cayman Islands branch had breached a
$187 million credit agreement between the parties, according to
Bankruptcy Law360.
About Champion Enterprises
Troy, Michigan-based Champion Enterprises, Inc., and its
subsidiaries were international manufacturers of factory-built
homes and steel-framed modular buildings, with operations in the
United States, Canada and the United Kingdom. Buildings
constructed by Champion and its subsidiaries consisted of both
single and multi-module units designed for either commercial or
residential purposes. Champion products ranged from single-module
HUD-Code homes to sophisticated commercial structures such as
hotels.
The Company filed for Chapter 11 protection on Nov. 15, 2009
(Bankr. D. Del. Case No. 09-14019). The Company's affiliates also
filed separate bankruptcy petitions. James E. O'Neill, Esq.,
Laura Davis Jones, Esq., Mark M. Billion, Esq., Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, assist Champion in its
restructuring effort. The Company disclosed $576,527,000 in asset
and $521,337,000 in liabilities as of October 3, 2009.
In March 2010, Champion Enterprises received final court approval
to sell its domestic and international operations. An investor
group consisting of affiliates of Centerbridge Partners, L.P., MAK
Capital Fund LP and Sankaty Advisors, LLC invested $50 million in
new capital to support the operations and growth initiatives of
the new company. The transaction was supported by a group of
Champion's existing lenders who, together with the lead investors,
agreed to exchange 100% of existing debt under Champion's pre-
petition and DIP senior secured credit agreements for equity in
the new company and a $40 million senior secured five year note.
Champion's bankruptcy case has been renamed CEI Liquidation
Estates following the closing of the sale.
CHINA MEDICAL: Seeks U.S. Recognition of Cayman Proceeding
----------------------------------------------------------
China Medical Technologies Inc., a maker of diagnostic products,
filed a Chapter 15 bankruptcy petition in New York to locate money
fraudulently transferred by its principals.
The Debtor, which has been taken over by a trustee, is undergoing
corporate winding-up proceedings before the Grand Court of the
Cayman Islands. Kenneth M. Krys, the joint official liquidator,
wants U.S. courts to recognize the Cayman proceeding as the
"foreign main proceeding"
CMED's sole asset is its ownership of 100% of the shares of CMED
Technologies Ltd., a British Virgin Islands corporation. CMED
Technologies is itself is a holding company for a group of BVI and
Hong Kong subsidiaries that, prior to February 2012, had 100%
ownership of three operating companies in the PRC that developed,
manufactured and marketed advanced medical technology.
Following entry of the winding up order, CMED has engaged in the
business of collecting its assets and preparing for an orderly
liquidation under the direction of the liquidators. The Debtor is
estimated to have $100 million to $500 million in liabilities,
according to the Chapter 15 petition filed Aug. 31.
The liquidator claim that in the latter part of 2011, CMED's
former Chairman and Chief Executive Officer, Wu Xiaodong,
implemented a plan to divert value from CMED and its creditors by
causing CMED to default on notes in the aggregate principal amount
of $426 million and stripping CMED of its assets through
undisclosed, unauthorized and fraudulent transfers to his
associates and family members.
In February 2012, without any notice to shareholders or creditors,
Mr. Wu caused the transfer of 60% of the equity ownership of the
CMED Operating Companies to two PRC companies. The consideration
purportedly received by CMED appears to be "grossly inadequate and
far below the actual value of the ownership interests," the
liquidators claimed.
"Despite extensive searches by the Liquidators in the PRC, the
Liquidators have been unable to locate any of the funds
purportedly paid by the Transferee Companies or even to establish
that any of those funds ever reached CMED," the liquidators
admitted in court filings.
"To date, the Liquidators have been unable to locate any other
CMED assets anywhere in the world outside the Cayman Islands," the
liquidators added.
Chapter 15 helps shield a foreign company from U.S. lawsuits and
creditor claims while the company continues the reorganization
process abroad.
CMED is subject to several lawsuits filed in the United States
District Court for the Southern District of New York, in which the
plaintiffs allege violations of the Securities Exchange Act of
1934. On April 2, 2012, the lawsuits were consolidated into an
action entitled In re CMED Securities Liquidation, 11 Civ. 9297
(KBF). On June 1, 2012, CMED filed a motion to dismiss the
Securities Class Action. Briefing on the motion to dismiss the
Securities Class Action is to be completed on August 31, and the
court has scheduled a status conference in the action for
September 14.
CMED's unsecured debt includes $276 million in 4% senior
convertible notes due in 2013; and $150 million in 6.25%
convertible senior notes due in 2016; both governed by Cayman law
and mostly held by Americans.
The winding-up proceedings in the Cayman Islands were commenced
after the indenture trustee for the notes, at the direction of
holders of over 50% of the principal amount of the notes, filed
the winding-up petition June 15, 2012. Mr. Krys and Cosimo
Borrelli were named liquidators.
Bloomberg News reports that the company's American depositary
receipts fell 68% to $3.50 in August following a two-week
suspension by the U.S. Securities and Exchange Commission, which
questioned information accuracy. The shares fell 15% in over-the-
counter trading to $2.90 in New York Aug. 31.
CHINA TEL GROUP: To Issue 8.3-Mil. Common Shares to Contractors
---------------------------------------------------------------
VelaTel Global Communications, Inc., formerly known as China Tel
Group Inc., filed with the U.S. Securities and Exchange Commission
a Form S-8 registering 8,354,081 shares of common stock issuable
to the Company's independent contractors. The proposed maximum
aggregate offering price is $701,742. A copy of the Form S-8
prospectus is available for free at http://is.gd/eI1QlD
About China Tel
Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services. Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services. ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.
After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern. The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.
The Company reported a net loss of $21.79 million in 2011,
compared with a net loss of $66.62 million in 2010.
The Company's balance sheet at June 30, 2012, showed $15.91
million in total assets, $20.01 million in total liabilities and a
$4.09 million total stockholders' deficiency.
CHINESEINVESTORS.COM: Significant Losses Cue Going Concern Doubt
----------------------------------------------------------------
B.F. Borgers CPA PC, in Denver, following its report on
Chineseinvestors.com, Inc.'s financial statements for the years
ended May 31, 2012, and 2011, said that the Company's significant
operating losses raise substantial doubt about the Company's
ability to continue as a going concern.
The Company reported a net loss of $2.21 million on $897,105 of
revenues for fiscal 2012, compared with a net loss of $744,680 on
$845,097 of revenues for fiscal 2011.
The Company's balance sheet at May 31, 2012, showed $1.25 million
in total assets, $304,838 in total liabilities, and stockholders'
equity of $944,129.
A copy of the Form 10-K is available at http://is.gd/19yCAx
Aurora, Colo.-based Chineseinvestors.com, Inc., was established as
an 'in language' (Chinese) financial information web portal,
offering various levels of information relative to the US Equity
and Financial Markets as well as certain other specific financial
markets (including China A Shares, FOREX, etc.). The Company
offers subscription services to provide education about investing
and news and analysis on the stock market as well as news about
particular stocks that the Company is following. The Company does
not provide its subscribers with individualized investment advice
and never has investment discretion over any subscribers; or site
visitors; funds.
The Company established a Representative Office business presence
in leased office space in Shanghai, China in late 2000 from which
it could fulfill most of its support types of service and also has
a leased office presence in Arcadia, California.
CHRIST HOSPITAL: Wants Until Dec. 4 to File Chapter 11 Plan
-----------------------------------------------------------
The Hon. Morris Stern of the U.S. Bankruptcy Court for the
District of New Jersey to extended, at the behest of Christ
Hospital, the exclusive periods to file and solicit acceptances
for the proposed chapter 11 plan until Dec. 4, 2012, and Feb. 2,
2013, respectively.
As reported by the Troubled Company Reporter on Aug. 17, 2012, the
Debtor asked for a second exclusivity extension. The Court
previously extended the Debtor's exclusive periods until Aug. 6,
and Oct. 3.
About Christ Hospital
Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012. Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County. The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer. Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.
Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through. Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel. Alvarez & Marsal North America LLC serves as financial
advisor. Logan & Company Inc. serves as the Debtor's claim and
noticing agent. The Debtor disclosed $37,575,746 in assets and
$96,433,231 in liabilities.
The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.
DIP lender HFG is represented in the Debtor's case by Benjamin
Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq., at
Wollmuth Maher & Deutsch LLP.
Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as
counsel to the Official Committee of Unsecured Creditors. J.H.
Cohn LLP serves as financial advisor to the committee.
Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman. She is represented by Greenberg
Traurig as counsel.
Hudson Hospital Holdco is represented in the case by McElroy,
Deutsch, Mulvaney & Carpenter, LLP. Community Healthcare
Associates is represented in the case by Lowenstein Sandler PC.
Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center,
which joined in CHA's bid, is represented by Duane Morris LLP.
In April 2012, the Bankruptcy Court authorized Christ Hospital to
sell its facility to Hudson Hospital Propco LLC and Hudson
Hospital Holdco LLC after a bidding and auction process. In
consideration of the sale, transfer, conveyance and assignment of
the Assets, the Purchaser will assume liabilities; pay to Seller
cash in the amount of $29,496,000; pay the amount of $3,500,000 to
satisfy a portion of Seller's obligations to the PBGC; pay all
Transfer Taxes due in connection with the closing of the
transactions, currently estimated to be $300,000; pay the cost of
all director and officer "tail" insurance coverage, in the amount
currently estimated to be $150,000; and release all rights to the
Good Faith Deposit and any right to repayment of the Good Faith
Deposit.
In July 2012, a state court judge approved the planned
$45.3 million sale of Christ Hospital in Jersey City, N.J., to a
for-profit operator of other local hospitals.
CIRCLE STAR: Has Debt Conversion Pact with A. Gilmer & J. Pina
--------------------------------------------------------------
On Aug. 24, 2012, Circle Star Energy Corp. entered into a Debt
Conversion Agreement with Allen Gilmer, a holder of a $500,000
convertible note due March 14, 2013, and Jonathan Pina. The Note
was convertible at $1.50 per share of common stock of the Company.
The Company agreed to reduce the conversion price to $0.4677 per
share as an incentive to convert the full principal and accrued
interest under the Note into shares of common stock of the
Company.
The Company agreed to issue to the Debtholder 1,100,000 shares of
common stock of the Company which will constitute full, fair and
adequate consideration for the relinquishment of the Note, the
unpaid interest under the Note of $14,516, and the Addendum to
March 2012 Convertible Note Subscription Agreement.
A copy of the Debt Conversion Agreement is available at:
http://is.gd/HOhR2X
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 reported a net loss of $11.07 million on $942,150 of
total revenues for the year ended April 30, 2012, compared with a
net loss of $31,718 on $0 of total revenues during the prior
fiscal year.
The Company's balance sheet at April 30, 2012, showed
$7.55 million in total assets, $5.79 million in total liabilities,
and $1.75 million in total stockholders' equity.
Hein & Associates LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012. The independent auditors noted that
the Company has suffered recurring losses from operations and has
a working capital deficit which raise substantial doubt about the
Company's ability to continue as a going concern.
CLAIRE'S STORES: Files Form 10-Q, Incurs $7.3-Mil. Net Loss in Q2
-----------------------------------------------------------------
Claire's Stores, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $7.27 million on $359.61 million of net sales for the three
months ended July 28, 2012, compared with a net loss of $10.14
million on $358.54 million of net sales for the three months ended
July 30, 2011.
The Company reported a net loss of $27.19 million on $700.23
million of net sales for the six months ended July 28, 2012,
compared with a net loss of $29.74 million on $704.99 million of
net sales for the six months ended July 30, 2011.
The Company's balance sheet at July 28, 2012, showed $2.72 billion
in total assets, $2.78 billion in total liabilities, and a
$61.01 million stockholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/jcrVWr
Grants 25,000 Performance Options
On Aug. 28, 2012, the Compensation Committee of Claire's Stores
approved the grant of 25,000 performance options to Beatrice
Lafon, the Company's President of Europe. The Compensation
Committee also approved the extension of the expiration date to
April 2014 for Ms. Lafon to purchase 25,000 shares of common stock
of Claire's Inc.
About Claire's Stores
Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally. It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.
Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America. As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe. Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd. The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.
CLAIRE'S STORES: Incurs $7.3 Million Net Loss in July 28 Quarter
----------------------------------------------------------------
Claire's Stores, Inc., reported a net loss of $7.27 million on
$359.61 million of net sales for the three months ended July 28,
2012, compared with a net loss of $10.14 million on $358.54
million of net sales for the three months ended July 30, 2011.
The Company reported a net loss of $27.19 million on $700.23
million of net sales for the six months ended July 28, 2012,
compared with a net loss of $29.74 million on $704.99 million of
net sales for the three months ended July 30, 2011.
The Company's balance sheet at July 28, 2012, showed $2.72 billion
in total assets, $2.78 billion in total liabilities and $61.01
million stockholders' deficit.
At July 28, 2012, cash and cash equivalents were $130.5 million,
including restricted cash of $4.1 million and the Company's
Revolving Credit Facility continued to be undrawn.
A copy of the press release is available for free at:
http://is.gd/u5XPOz
About Claire's Stores
Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally. It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.
Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America. As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe. Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd. The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.
CLEAR CHANNEL: Bank Debt Trades at 23% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 77.41 cents-on-the-dollar during the week ended Friday,
Aug. 31, a drop of 0.27 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal. The Company pays 365 basis
points above LIBOR to borrow under the facility. The bank loan
matures on Jan. 30, 2016, and carries Moody's 'Caa1' rating and
Standard & Poor's 'CCC+' rating. The loan is one of the biggest
gainers and losers among 172 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.
About Clear Channel
San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc. CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers. The Company's businesses
include radio and outdoor displays.
Clear Channel Communications, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss attributable to the Company of $39.02
million on $1.60 billion of revenue for the three months ended
June 30, 2012, compared with a net loss attributable to the
Company of $53.17 million on $1.60 billion of revenue for the same
period during the prior year.
The Company reported a net loss attributable to the Company of
$182.65 million on $2.96 billion of revenue for the six months
ended June 30, 2012, compared with a net loss attributable to the
Company of $185.01 million on $2.92 billion of revenue for the
same period a year ago.
The Company's balance sheet at June 30, 2012, showed $16.45
billion in total assets, $24.31 billion in total liabilities and a
$7.86 billion total member's deficit.
* * *
CC Media Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to the Company of $39.02 million on $1.60
billion of revenue for the three months ended June 30, 2012,
compared with a net loss attributable to the Company of $53.17
million on $1.60 billion of revenue for the same period during the
prior year.
For the six months ended June 30, 2012, the Company reported a net
loss attributable to the Company of $182.65 million on $2.96
billion of revenue, compared to a net loss of $185.01 million on
$2.92 billion of revenue for the same period a year ago.
The Company's balance sheet at June 30, 2012, showed $16.45
billion in total assets, $24.31 billion in total liabilities, and
a $7.86 billion total shareholders' deficit.
Bankruptcy Warning
The Company said in its quarterly report for the period ended
March 31, 2012, that its ability to restructure or refinance the
debt will depend on the condition of the capital markets and the
Company's financial condition at that time. Any refinancing of
the Company's debt could be at higher interest rates and increase
debt service obligations and may require the Company and its
subsidiaries to comply with more onerous covenants, which could
further restrict the Company's business operations. The terms of
existing or future debt instruments may restrict the Company from
adopting some of these alternatives. These alternative measures
may not be successful and may not permit the Company or its
subsidiaries to meet scheduled debt service obligations. If the
Company and its subsidiaries cannot make scheduled payments on
indebtedness, the Company or its subsidiaries, as applicable, will
be in default under one or more of the debt agreements and, as a
result the Company could be forced into bankruptcy or liquidation.
* * *
The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary. The Rating Outlook is Stable.
Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2014 and 2016;
the considerable and growing interest burden that pressures free
cash flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue. The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.
COCOPAH NURSERIES: Hiring Stanley Speer as CRO
----------------------------------------------
Cocopah Nurseries of Arizona, Inc., et al., last month received
interim authority to employ Speer & Associates, LLC's Stanley E.
Speer as chief restructuring officer. The employment was
effective Aug. 1, 2012.
The Court order permits the Debtors to pay Speer & Associates 100%
of the monthly advisory fee and 100% of Speer & Associates'
reasonable out-of-pocket expenses incurred in connection with the
Chapter 11 cases.
Pursuant to an engagement letter signed by the Debtors and the
firm, Mr. Speer will:
(a) report directly to the board of directors or board of
members of the Debtors;
(b) review and approve all transactions with affiliates and
insiders of any of the Debtors;
(c) review and approve transactions involving the sale of any of
the Debtors' assets outside of the ordinary course of
business (subject to the Court's approval); and
(d) review and approve compromises with vendors and suppliers
with respect to their pre-petition claims in the Debtors'
chapter 11 cases and their claims treatment under a plan of
reorganization (subject to the Court's approval).
Mr. Speer's compensation package includes:
(a) A monthly, non-refundable advisory fee of $65,000 due and
payable in advance on the first business day of each month.
Following the first three months of the assignment,
Mr. Speer and the Debtors will review the fee and mutually
determine if an adjustment of the monthly fee is appropriate
on a go forward basis.
(b) Reimbursement for Mr. Speer's reasonable out-of-pocket
expenses incurred in connection with this assignment, such
as travel, lodging, duplicating, messenger and telephone
charges. All fees and expenses will be billed and payable on
a monthly basis.
The payments will be subject to the Court's subsequent approval as
part of the normal interim fee application process approximately
every 120 days and in any event subject to 11 U.S.C. Sec. 331.
Mr. Speer will provide general narratives of services provided and
itemize expenses incurred as CRO as part of his fee applications.
Although they do not propose to retain Mr. Speer under 11 U.S.C.
Sec. 327, the Debtors attest that neither Mr. Speer nor his law
firm holds or represents and interest adverse to the Debtors'
estates and is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
About Cocopah Nurseries
Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012. The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.
Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California. The 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. The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.
Judge Eileen W. Hollowell presides over the case. The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.
The petitions were signed by Darl E. Young, authorized
representative.
Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.
Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.
COCOPAH NURSERIES: U.S. Trustee Appoints 7-Member Creditors' Panel
------------------------------------------------------------------
Ilene J. Lashinsky, the United States Trustee for Region 14,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven
unsecured creditors to serve on the Official Committee of Cocopah
Nurseries of Arizona, Inc.:
1. JENSEN FAMILY TRUST/OASIS RANCH MANAGEMENT, INC.
Attn: Dennis J. Jensen
P.O. Box 818
Coachella CA 92236
Tel: 760-398-8850
Fax: 760-398-8851
E-mail: dennis@seaviewsales.com
2. FOSTER-GARDNER, INC.
Attn: Mitch Moldenhauer
1517 First Street
Coachella CA 92236
Tel: 760-398-6151
E-mail: mitch@foster-gardner.com
3. COACHELLA VALLEY WATER DISTRICT
Attn: Kay Godey or Roger Galli
85-995 Avenue 52
Coachella CA 92236
Tel: 760-398-2661
Fax: 760-568-1784
E-mail: kgodbey@cvwd.org
rgalli@cvwd.org
4. LATIN LADY RANCH LLC
Attn: George W. Jeffrey
78-150 Calle Tampico, Suite 200E
La Quinta CA 92253
Phone: 760-275-5066
E-mail: georgewjeffrey@gmail.com
5. TURCO FARMS/TURCO DESERT COMPANY INC.
ATTN: John E. Turco
P.O. Box 2437
San Jose CA 95109
Phone: 408-297-2026
Fax: 408-297-4825
6. MCKEEVER WATERWELL & PUMP SERVICE, INC.
Attn: Jesse McKeever
49024 Croquet Court
Indio CA 92201
Phone: 760-399-4237
Fax: 760-399-4239
E-mail: mckeeverwaterwell@msn.com
7. KENNY STRICKLAND, INC.
Attn: Kenny Strickland
PO Box 998
Coachella CA 92236
Phone: 760-398-2031
Fax: 760-398-1921
E-mail: lourdes@kennystrickland.com
About Cocopah Nurseries
Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012. The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.
Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California. The 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. The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.
Judge Eileen W. Hollowell presides over the case. The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.
The petitions were signed by Darl E. Young, authorized
representative.
Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.
Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.
CONSOLIDATED TRANSPORT: Three Affiliates Also Seek Chapter 11
-------------------------------------------------------------
Tandem Transport Corp. and two affiliates sought Chapter 11
protection (Bankr. N.D. Ind. Case Nos. 12-33135 to 12-33137) on
Aug. 31, 2012. Their parent, Consolidated Transport Systems,
Inc., sought Chapter 11 protection two weeks earlier.
Consolidated and Tandem each estimated $10 million to $50 million
in assets and liabilities. Transport Investment estimated less
than $50,000 in assets and up to $50 million in liabilities. Two
other entities that filed are Transport Investment Corporation and
Tandem Eastern, Inc.
The Debtors have provided for-hire freight services throughout the
United States since 1945. The largest portion of the business
consists of hauling building materials, with the balance
consisting of transporting steel and other miscellaneous freight
such as stone, salt, and machinery. The bulk of the Debtors'
loads are received and delivered east of the Mississippi River,
although the Debtors have general commodities authority for the
lower 48 states. The Debtors have intrastate authority for the
states of Georgia, Illinois, Indiana, Kentucky, Michigan,
Missouri, North Carolina, Ohio, Tennessee and Texas. To
effectively manage their wide base of operations, the Debtors
utilize terminals in (1) Chattanooga, Tennessee; (2) Gaylord,
Michigan; (3) Vanlue, Ohio; and (4) Savannah, Georgia.
The Debtors' fiscal year 2011 revenue exceeded $50 million.
The Debtors operate as a combined enterprise. Consolidated owns
the Debtors' fleet of approximately 275 tractors and 330 trailers.
It also employs the Debtors' office staff of 66 employees. The
Debtors' corporate headquarters is located in Michigan City,
Indiana while their executive office is located in St. Louis,
Michigan. Transport is the operating company which provides
logistics to customers and also brokers freight. Eastern employs
the Debtors' 246 drivers, while Investment employs the Debtors' 10
mechanics.
Consolidated Transport said in court filings that given the
Debtors' industry and customer base, it was inevitable that they
would be adversely affected by the housing bubble and the economic
recession. Even so, the Debtors operated with a net income
through fiscal year 2008, but succumbed to the economic malaise
and experienced negative cash flow in 2009. Through proactive
management, the Debtors narrowed their losses in 2010 and in 2011
continued to cut expenses and maximize revenue. Despite these
largely successful steps, the depletion of the Debtors' cash
reserves due to 2009 and 2010 has strained the Debtors' cash flow,
and as a result the Debtors have begun to fall out of terms with
their equipment lenders.
Consolidated initiated its chapter 11 proceeding to prevent any
actions by equipment lenders such as repossession of equipment
that would threaten the Debtors' operations and viability while
they restructure their respective operations. Transport,
Investment and Eastern filed their chapter 11 proceedings to give
the Debtors the necessary breathing room provided by the
Bankruptcy Code, as well as a single forum, to allow them to
effectively restructure their operations.
The Debtors are seeking an expedited hearing on their request to
use cash collateral, pay prepetition wages, establish payment of
utilities, maintain existing bank accounts, and assume a fuel
agreement. The Debtors are also seeking joint administration of
their Chapter 11 cases.
The Debtors said that due to the highly competitive nature of
their businesses as well as the fact that the nation's economic
condition has forced many employees to live paycheck to paycheck,
it is critical that the Debtors be authorized to pay pre-petition
wages and related items to their employees.
As an integrated trucking enterprise with national customers, the
Debtors consume significant amounts of fuel in their day-to-day
operations. The Debtors have an agreement with Pilot that allow
their drivers to purchase fuel on credit at any Pilot truck stop
nationwide. Furthermore, Pilot offers the Debtors a bulk discount
due to the amount of fuel purchased by the Debtors from Pilot.
Because finding a national fuel provider like Pilot who provides
fuel on credit, at a discount, and with the ability to purchase
maintenance service items is highly unlikely, and such benefits
are highly advantageous to the Debtors, the Debtors are seeking to
assume their agreement with Pilot.
About Consolidated Transport
Michigan City, Indiana-based trucking company Consolidated
Transport Systems, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ind. Case No. 12-32940) on Aug. 16, 2012, estimating up to
$50 million in assets and liabilities. Walter G & Carolyn Bay
owns 87.3% of the privately held Debtor.
Judge Harry C. Dees, Jr. presides over the case. Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, serve as the Debtor's counsel. The petition was
signed by Jeffrey T. Gross, president.
CONSOLIDATED TRANSPORT: Updated Case Summary & Creditors' Lists
---------------------------------------------------------------
Lead Debtor: Consolidated Transport Systems, Inc.
1111 West Highway 20
Building A, Suite A
Michigan City, IN 46360
Bankruptcy Case No.: 12-32940
Chapter 11 Petition Date: August 16, 2012
Court: U.S. Bankruptcy Court
Northern District of Indiana (South Bend Division)
Judge: Harry C. Dees, Jr.
About the Debtors: The Debtors have provided for-hire freight
services throughout the United States since
1945. The bulk of the Debtors' loads are
received and delivered east of the Mississippi
River, although the Debtors have general
commodities authority for the lower 48 states.
Debtors' Counsel: Jeffrey J. Graham, Esq.
TAFT STETTINIUS & HOLLISTER LLP
One Indiana Square, Suite 3500
Indianapolis, IN 46204
Tel: (317) 713-3500
Fax: (317) 713-3699
E-mail: jgraham@taftlaw.com
- and ?
Jerald I. Ancel, Esq.
TAFT STETTINIUS & HOLLISTER LLP
One Indiana Square, Suite 3500
Indianapolis, IN 46204
Tel: (317) 713-3500
Fax: (317) 713-3699
E-mail: jancel@taftlaw.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
Affiliates that filed for Chapter 11 protection on Aug. 31, 2012:
Debtor Case No.
------ --------
Tandem Transport Corp. 12-33135
Assets: $10,000,001 to $50,000,000
Debts: $10,000,001 to $50,000,000
Transport Investment Corporation 12-33136
Assets: $0 to $50,000
Debts: $10,000,001 to $50,000,000
Tandem Eastern, Inc. 12-33137
The petitions were signed by Jeffrey T. Gross, president.
A. Consolidated Transport's List of Its 13 Largest Unsecured
Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Michigan Department of Treasury Taxes $361,139
P.O. Box 30113
Lansing, MI 48909
Hill Truck Sales Trade Debt $227,632
P.O. Box 598
South Bend, IN 46624
Ameriquest Trade Debt $110,311
P.O. Box 828997
Philadelphia, PA 19182-8997
Freightliner Trade Debt $54,710
Savannah Freightliner Sterling Trade Debt $6,948
Harrison Lumber Trade Debt $6,653
Internal Revenue Service Taxes $5,700
North Carolina Department of Taxes $5,349
Revenue
Reitnouer Inc. Trade Debt $3,503
Kentucky Department of Revenue Taxes $2,764
Praxair Distribution Inc. Trade Debt $2,181
Mutual of Omaha Trade Debt $1,314
Lee Reimann & Associates Trade Debt $40
B. Tandem Transport's List of Its 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Pilot Travel Centers Trade debt $564,964
LLC
P.O. Box 502711
St. Louis, MO
63150-2711
Bridgestone/Firestone Trade debt $445,636
Inc.
P.O. Box 73418
Chicago, IL 60693-7418
Isabella Bank Trade debt $161,228
P.O. Box 100
Mt. Pleasant, MI
48804-0100
Power Brake & Spring Trade debt $100,038
Srv
Pomps Tire Spec.Acct Trade debt $95,851
Motor-Ways Inc. Trade debt $49,452
Selking Intl. Trade debt $36,923
Shelby Welded Tube Trade debt $34,054
Wheatfield Loading Trade debt $32,625
Service
Bayard Advertising Trade debt $21,803
Agency
Best One Tire and Trade debt $18,177
Service
National Car Rental Trade debt $13,987
Adecco Employment Trade debt $13,170
Services
Qualcomm Inc. Trade debt $10,925
IU Health Occupational Trade debt $9,886
Services
Hireright Solutions, Trade debt $9,359
Inc.
Integrated Decision Trade debt $9,244
Support
Dothan Tarpaulin Trade debt $9,045
Products, Inc.
Careerbuilder, LLC Trade debt $9,000
Express Press Trade debt $8,598
C. Transport Investment's List of Its Three Largest Unsecured
Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Motor-Ways Inc. Trade Debt $830
P.O. Box 83238
Chicago, IL 60691
Teamsters Local#135 Trade Debt $468
125 S 8th
Terre Haute, IN 47807
Indiana Teamsters Trade Debt $35
Safety Train &
Educational TF
1233 Shelby St.
Indianapolis, IN 46203
CONTEC HOLDINGS: Plans Fast Dash Through Bankruptcy
---------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
Bain Capital Partners' Contec Holdings Ltd. plans a speedy trip
through bankruptcy with a debt-for-equity swap that will displace
the private-equity firm and leave banks in charge, attorneys said
at a court hearing Aug. 30.
As reported in the Aug. 31, 2012 edition of the TCR, the Debtors
are seeking a combined hearing on the Plan and Disclosure
Statement. Contec anticipates completing the Chapter 11 process
within the next 60 days.
The Debtors' prepetition long-term debt obligations total
$360 million. About $201 million of that amount represents senior
secured obligations to lenders led by Barclays Bank PLC, as
administrative agent, collateral agent, issuing lender and swing
line lender. There is also $159 million owed on account of
unsecured subordinated notes under a note purchase agreement with
American Capital Financial Services, Inc. as administrative agent,
and American Capital and certain of its affiliates ("ACAS"), as
note purchasers.
The Debtors commenced solicitation of votes prepetition. Over one
half of the prepetition secured lenders collectively holding at
least two-thirds in amount of outstanding obligations under their
senior credit agreement have voted to accept the Plan. In
addition, all holders of Subordinated Notes claims have voted to
accept the Prepackaged Plan. Parties still have until Sept. 24,
2012, at 1:00 p.m. to submit their ballots.
The Debtors expect to complete the bankruptcy proceedings
according to this timetable:
Event Date
----- ----
Voting Record Date Aug. 23, 2012
Commencement of Solicitation Aug. 23, 2012
Petition Date Aug. 29, 2012
Voting Deadline Sep. 24, 2012
Mailing of Combined Hearing Notice Aug. 31, 2012
Filing of Plan Supplement Sep. 18, 2012
Objection Deadline Sep. 21, 2012
Reply Date (if any) Sep. 25, 2012
Combined Hearing Sep. 28, 2012
Under Plan, senior lenders owed $201 million will recover 14.7% to
24.6%. They will receive on the effective date $27.5 million in
new second lien notes and 80% of reorganized Contec Holdings.
Holders of general unsecured claims estimated to total $10 million
to $11 million are unimpaired and will recover 100%. The claims
will be reinstated or paid in full in cash. The senior lenders
have agreed to carve out a portion of their collateral to ensure
the payment of general unsecured trade claims.
Holders of subordinated note claims totaling $159 will receive on
the effective date a pro-rata share of warrants and $25,000.
Holders of existing equity interests in CHL LTD, the parent, won't
receive anything.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/Contec_Prepack_Plan_Outline.pdf
About Contec Holdings
Contec -- http://www.gocontec.com/Home.aspx/-- is the market
leader in the repair and refurbishment of customer premise
equipment for the cable industry. The Company repairs more than
2 million cable set top boxes annually, while also providing
logistical support services for over 12 million units of cable
equipment annually. Contec is headquartered in Schenectady, NY.
With substantial operations in the United States and Mexico, the
Debtors earned revenues of approximately $153.6 million in 2011,
and as of July 28, 2012, the Debtors directly employed over 2,300
people in North America, 72% of which are unionized.
Contec Holdings, Ltd., and its affiliates on Aug. 29, 2012 sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12437) with
a plan of reorganization that has the support of senior lenders
and noteholders.
Ropes & Gray LLP, serves as bankruptcy counsel to the Debtors;
Pepper Hamilton LLP is the local counsel; AP Services LLC, is the
restructuring advisor; Moelis & Company is the investment banker;
and Garden City Group is the claims agent.
CPI CORP: Incurs $35.2 Million Net Loss in July 21 Quarter
----------------------------------------------------------
CPI Corp. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of
$35.23 million on $53.44 million of net sales for the 12 weeks
ended July 21, 2012, compared with a net loss of $6.29 million on
$70.83 million of net sales for the 12 weeks ended July 23, 2011.
For the 24 weeks ended July 21, 2012, the Company reported a net
loss of $39.93 million on $123.24 million of net sales, compared
with a net loss of $5.63 million on $159.46 million of net sales
for the 24 weeks ended July 23, 2011.
The Company's balance sheet at July 21, 2012, showed
$61.04 million in total assets, $159.63 million in total
liabilities, and a $98.59 million total stockholders' deficit.
Bankruptcy Warning
"Management is implementing plans to improve liquidity through
improvements to results from operations, store closures, cost
reductions and operational alternatives," the Company said in its
quarterly report for the period ended July 21, 2012. "However,
there can be no assurance that we will be successful with our
plans or that our future results of operations will improve. If
sales trends do not improve, our available liquidity from cash
flows from operations will be materially adversely affected.
There can be no assurance that we will be able to improve cash
flows from operations, or that we will be able to comply with the
terms of the Second Amendment. Therefore, there can be no
guarantee that our existing sources of cash and our future cash
flows from operations will be adequate to meet our liquidity
requirements, including cash requirements that are due under the
Credit Agreement and that are needed to fund our business
operations. If we are unable to address our liquidity shortfall
or comply with the terms of our Credit Agreement, as amended, then
our business and operating results would be materially adversely
affected, and the Company may then need to curtail its business
operations, reorganize its capital structure, or liquidate."
The Company further stated that should it not be able to sell its
business by Dec. 31, 2012, it could be forced to seek additional
financing, which may not be available, curtail its business
operations or reorganize its capital structure, or be forced into
bankruptcy.
A copy of the Form 10-Q is available for free at:
http://is.gd/6rsBj9
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.
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.
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.
CYCLONE POWER: Closes $250,000 Debt Financing with Brio Capital
---------------------------------------------------------------
Cyclone Power Technologies, Inc., closed a $250,000 debt financing
with Brio Capital LP, comprised of a Securities Purchase
Agreement, Secured Promissory Note and Warrant. The 12-month Note
bears a 9% Original Issuance Discount, making the principal
payable at maturity $272,500. There is no other interest payable
under the Note, unless the Company is in default.
The Note is convertible into shares of the Company's common stock
at a price of $.15 per share, subject to standard anti-dilution
and price protection provisions should the Company issue shares at
a lower price, except for certain issuance exemptions specifically
set forth in the Note. The Company has a pre-payment obligation
upon: (1) receipt of future payments from the U.S. Army under the
Company's development contract, provided that no more than 50% of
such payments will be applied to the early re-payment of the
Notes; and (2) the closing of at least $500,000 in equity funding,
provided that no more than 10% of that financing will be applied
to the early re-payment of the Notes.
The Warrant attached to the Note allow the investor to purchase a
number of shares of common stock of the Company equal to 40% of
the Note amount, at an exercise price equal to $.20 per share for
five years from issuance. Brio received a Warrant to purchase
726,667 shares in this deal. The Warrant may be exercised on a
"cashless" basis, and is subject to the same price protection as
the Note, provided however, any revised exercise price of the
Warrant will be 125% of any revised conversion price of the Note.
The Warrant and underlying common stock are restricted under Rule
144. The securities were issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933.
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 June 30, 2012, showed $1.68 million
in total assets, $3.79 million in total liabilities and a $2.11
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.
DELTA PETROLEUM: Plan Consummated, Emerges as Par Petroleum
-----------------------------------------------------------
Delta Petroleum Corporation, now renamed Par Petroleum Corporation
disclosed that as of Sept. 3 it has consummated its third amended
plan of reorganization with Laramie Energy II, LLC as the sponsor.
The implementation of the Plan, as confirmed by the U.S.
Bankruptcy Court on Aug. 16, 2012, marks the conclusion of the
Company's financial restructuring, and the emergence of Delta and
eight subsidiaries (including Amber Resources Company of Colorado
from Chapter 11. Delta and Amber's previously outstanding common
stock has been cancelled, and will no longer be traded. In
conjunction with the reorganization, Delta has been renamed Par
Petroleum Corporation.
At closing, Laramie and Par Petroleum contributed their respective
assets in Mesa and Garfield counties, Colorado, to form a new
joint venture called Piceance Energy, LLC.
Laramie and Par Petroleum hold 66.66% and 33.34% ownership
interests in Piceance Energy, respectively. Subsequently,
Piceance Energy entered into a new $140 million credit agreement,
and distributed approximately $74.1 million to Par Petroleum and
$24.8 million to Laramie. The distributions are subject to
adjustment per the joint venture transaction effective date of
July 31, 2012.
As part of the Company's reorganization, $265 million in unsecured
notes were converted into equity. The Zell Credit Opportunities
Master Fund, L.P., an affiliate of Equity Group Investments, and
clients of Whitebox Advisors played a leading role in the
restructuring process and are now the two largest equity holders
in Par Petroleum. Affiliates of the two firms are also the two
largest lenders under Par Petroleum's new $30 million delayed draw
term facility (the "exit facility"), $13 million of which has been
drawn down. Par Petroleum will use the $74.1 million distribution
and the exit facility to pay bankruptcy expenses, secured debt,
the debtor in possession loan, priority claims, and to fund two
litigation trusts.
Following the closing, Par Petroleum retained its interest in the
Point Arguello unit offshore California, other miscellaneous
assets and certain tax attributes, including significant net
operating losses. As part of consummating the Plan, Par Petroleum
issued new common stock for distribution to holders of allowed
prepetition claims. The new common stock will be publicly traded
on the over-the-counter (OTC) market. Delta's shareholders prior
to Chapter 11 emergence will not receive any consideration under
the Plan.
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.
DELTA PETROLEUM: Had $470 Million Net Loss in 2011
--------------------------------------------------
Delta Petroleum Corporation filed its annual report on Form 10-K,
reporting a net loss of $470.0 million on $63.9 million of total
revenue for the year ended Dec. 31, 2011, compared with a net loss
of $194.0 million on $61.0 million of total revenue for the year
ended Dec. 31, 2010.
Loss from continuing operations increased from a loss of
$104.7 million for the year ended Dec. 31, 2010, to a loss of
$483.2 million for the year ended Dec. 31, 2011. According to the
Company, the increase was primarily due to $420.4 million in dry
hole costs and impairments recognized during 2011.
The Company's balance sheet at Dec. 31, 2011, showed
$387.9 million in total assets, $337.7 million in total
liabilities, and stockholders' equity of $50.2 million.
A copy of the Form 10-K is available at http://is.gd/3mJX5B
About Delta Petroleum
Denver-based 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 original 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. The Court
confirmed Delta Petroleum's reorganization plan at the Aug. 16,
2012, hearing.
DEX MEDIA WEST: Bank Debt Trades at 35% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 64.90 cents-on-
the-dollar during the week ended Friday, Aug. 31, an increase of
1.40 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing 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.
24, 2014, and carries Moody's Caa3 rating and Standard & Poor's D
rating. The loan is one of the biggest gainers and losers among
172 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.
About R.H. Donnelley & Dex Media
Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories. R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.
Dex Media East LLC is a publisher of the official yellow pages and
white pages directories for Qwest Communications International
Inc. in the states, where Qwest is the primary incumbent local
exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New
Mexico, North Dakota and South Dakota.
R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes. James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
represented the Debtors in their restructuring efforts. Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, served as the
Debtors' local counsel. The Debtors' financial advisor was
Deloitte Financial Advisory Services LLP while its investment
banker was Lazard Freres & Co. LLC. The Garden City Group, Inc.,
served as claims and noticing agent. The Official Committee of
Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen
O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its
financial advisor and forensic accountant, and The Blackstone
Group, LP, as its financial and restructuring advisor. The
Debtors emerged from Chapter 11 bankruptcy proceedings at the end
of January 2010.
* * *
In early April 2012, Standard & Poor's Ratings Services raised its
corporate credit rating on Cary, N.C.-based Dex One Corp. and
related entities to 'CCC' from 'SD' (selective default). The
rating outlook is
negative.
"At the same time, we affirmed our issue-level rating on Dex Media
East Inc.'s $672 million outstanding term loan, Dex Media West
Inc.'s $594 million outstanding term loan, and R.H. Donnelley
Inc.'s $866 million outstanding term loan due 2014 at 'D'. The
recovery rating on these loans remains at '5', indicating our
expectation of modest (10% to 30%) recovery for lenders in the
event of a payment default," S&P said.
"The company's March 9, 2012 amendment allows for ongoing subpar
repurchases of its term debt until 2013, as long as certain
conditions are met. Additionally, on March 22, 2012, the company
announced the commencement of a cash tender offer to purchase a
portion of its senior subordinated notes due in 2017 below par.
The term loan and subordinated notes are trading at a significant
discount to their par values, providing the company an economic
incentive to pursue a subpar buyback. We believe that these
circumstances suggest a high probability of future subpar
buybacks, which are tantamount to default under our criteria," S&P
said.
"The 'CCC' corporate credit rating reflects our view that Dex
One's business will remain under pressure given the unfavorable
outlook for print directory advertising. We view the company's
rising debt leverage, low debt trading levels, weak operating
outlook, and steadily declining discretionary cash flow as
indications of financial distress. As such, we continue to assess
the company's financial risk profile as 'highly leveraged,' based
on our criteria. We regard the company's business risk profile as
'vulnerable,' based on significant risks of continued structural
and cyclical decline in the print directory sector. Structural
risks include increased competition from online and other
distribution channels as small business advertising expands across
a greater number of marketing channels," S&P said.
DIALOGIC INC: Appeals NASDAQ's Decision to Delist Securities
------------------------------------------------------------
As previously disclosed, on Feb. 28, 2012, Dialogic Inc. received
a deficiency letter from the Listing Qualifications Department of
The NASDAQ Stock Market, notifying it that, for the prior 30
consecutive business days, the bid price for the Company's common
stock had closed below the minimum $1.00 per share requirement for
continued listing on The NASDAQ Global Market pursuant to NASDAQ
Listing Rule 5450(a)(1), and that it would be given 180 calendar
days, or until Aug. 27, 2012, to regain compliance with the Bid
Price Rule. On Aug. 28, 2012, the Company received a Staff
Determination Letter from Staff notifying the Company that it has
not regained compliance with the Bid Price Rule, and is not
eligible for a second 180 calendar day compliance period.
The Aug. 28, 2012, Staff Determination Letter stated that the
Company's securities will be scheduled for delisting from The
NASDAQ Global Market and will be suspended at the opening of
business on Sept. 6, 2012, unless the Company requests an appeal
of Staff's decision to the Hearings Panel in accordance with the
procedures set forth in the NASDAQ Listing Rule 5800 Series.
Accordingly, the Company has requested a hearing before the Panel;
this request has already been granted, and a hearing has been
scheduled for Oct. 4, 2012. Moreover, under the NASDAQ Listing
Rules, and as has already been confirmed to the Company, this
request for a hearing has automatically stayed the delisting of
the Company's common stock pending the issuance of a determination
by the Panel. In addition, the Company has scheduled a special
meeting of its stockholders on Sept. 14, 2012, to approve a
proposed amendment to the Company's certificate of incorporation
to effect a reverse split of the Company's outstanding shares of
common stock by a ratio of five to one, which is expected to bring
the Company into compliance with the Bid Price Rule in advance of
its scheduled appeal hearing. However, there can be no assurance
that the Company's appeal would be successful.
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 June 30, 2012, showed
$140.76 million in total assets, $188 million in total liabilities
and a $47.23 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.
DYNEGY HOLDINGS: Files Revised List of Assumed Contracts & Leases
-----------------------------------------------------------------
Dynegy Inc. and Dynegy Holdings, LLC, filed with the Bankruptcy
Court a revised schedule of Assumed and Assigned Executory
Contracts and Unexpired Leases, a copy of which is available for
free at http://is.gd/Gh6j5x
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.
As reported by the TCR on Aug. 29, 2012, creditors holding
approximately $3.5 billion of claims, or over 99% of the value of
claims that voted, were in favor of the Debtors' Joint Plan of
Reorganization. A hearing to consider confirmation of the plan of
reorganization is scheduled for Sep. 5, 2012.
EATON MOERY: Delta Closes Business; Seeks Chapter 7 Conversion
--------------------------------------------------------------
Kait8.com reports that the Chapter 11 case of Delta Environmental,
owned by Eaton Moery Environmental, has been converted to a
Chapter 7 liquidation.
The report relates Delta Environmental closed on Aug. 31, 2012,
after the company filed a motion to convert its bankruptcy case.
According to the report, the company has been at odds with the
city of Trumann over a trash pickup contract since 2010.
Attorneys and representatives for the city of Trumann and Delta
Environmental appeared in U.S. Bankruptcy Court in January
regarding disputes over commercial trash pickup and payments, the
report adds.
The report relates Trumann Mayor Sheila Walters said the city
maintained Delta Environmental had not fulfilled a contractual
obligation to pick up trash. Delta Environmental argued the city
has not made appropriate monthly payments.
The report recounts in August 2010, the city passed a resolution
to cancel the contract, but once Delta filed for Chapter 11
bankruptcy, an "automatic stay" was granted, which prevents civil
action from being taken against an entity without permission of
bankruptcy court.
The report relates previous attempts by the city to get out of the
contract failed.
The report notes the residential side of the contract was
dissolved in February 2012. In December 2011, a settlement was
reached requiring the city to pay Delta $6,000 in a timely manner,
give an updated list of clients and a provision to cancel the
contract.
About Eaton Moery Environmental Services
Wynne, Arkansas-based Eaton Moery Environmental Services, Inc.,
dba Delta Environmental Services, Inc., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Ark. Case No. 10-14713) on
June 30, 2010. James F. Dowden, P.A., serves as the Debtor's
bankruptcy counsel. The Company estimated assets at $10 million
to $50 million and liabilities at $1 million to $10 million.
EMMIS COMMUNICATIONS: Inks 7th Amendment to Sr. Credit Facility
---------------------------------------------------------------
On Aug. 30, 2012, Emmis Communications Corporation and certain of
its subsidiaries entered into an amendment in connection with
their senior secured credit facility in order to amend Section
11.1 thereof to provide for testing of the Total Leverage Ratio to
begin on Aug. 31, 2012, instead of Nov. 30, 2012, and to amend
Section 11.4 thereof to cease testing minimum Consolidated EBITDA
as of May 31, 2012, instead of Aug. 31, 2012.
A copy of the Seventh Amendment is available for free at:
http://is.gd/MS5rKh
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.
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.
* * *
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.
EMMONS-SHEEPSHEAD: Files for Chapter 11 in Brooklyn
---------------------------------------------------
Emmons-Sheepshead Bay Development LLC, the owner of 49 unsold
condominium units on Emmons Avenue in Brooklyn, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012, in
Brooklyn.
The Debtor said the property is worth $14 million. It has $32.6
million in total liabilities. It owes TD Bank N.A. $31 million,
secured by first, second and third priority liens on the property.
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to court filings, the filing was
precipitated by foreclosure. A slowdown in sales "completely
deprived it of cash flow," the company said in a court filing.
A copy of the schedules filed together with the petition is
available at http://bankrupt.com/misc/nyeb12-46321.pdf
EMMONS-SHEEPSHEAD: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Emmons-Sheepshead Bay Development LLC
3112-3144 Emmons Avenue
Brooklyn, NY 11213
Bankruptcy Case No.: 12-46321
Chapter 11 Petition Date: August 30, 2012
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Elizabeth S. Stong
Debtor's Counsel: Arnold Mitchell Greene, Esq.
ROBINSON BROG LEINWAND GREENE ET AL
875 Third Avenue, 9th Floor
New York, NY 10022
Tel: (212) 603-6399
Fax: (212) 956-2164
E-mail: amg@robinsonbrog.com
Scheduled Assets: $14,000,000
Scheduled Liabilities: $32,617,310
The petition was signed by Jacob Pinson, managing member, Yachad
Enterprises, LLC.
Debtor's List of Its 14 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
TD Bank N.A. $10,788,639
c/o Lynch & Associates
462 Seventh Ave. 12th Flr
New York, NY 10018
TD Bank N.A. $6,250,000
c/o Lynch & Associates
462 Seventh Ave. 12th Flr
New York, NY 10018
WCC Builders, LLC $950,000
5014 16th Avenue
Brooklyn, NY 11204
Lazer Marble & Granite $180,000
Corp.
Koolrite Cooling Corp. $120,000
Drimmer's A&B Appliances $100,000
D.A.J. Quality Corp $69,000
Parkway Realty Group $47,671
Morris Tepper $40,000
Safety Fire Sprinkler Corp. $23,000
Con Edison $20,000
A to Z Alarms $15,000
National Grid $10,000
Chutes Enterprises $4,000
EPICEPT CORP: Three Directors Resign; Current CEO Named to Board
----------------------------------------------------------------
EpiCept Corporation announced that Collier Smyth, Gerhard Waldheim
and Wayne Yetter have resigned from the Company's Board of
Directors, effective Aug. 28, 2012. Their resignations were not
as a result of any disagreement with management.
In addition, Robert W. Cook has been appointed to EpiCept's Board,
effective Aug. 28, 2012. Mr. Cook has served as EpiCept's Chief
Financial Officer and Senior Vice President, Finance and
Administration since April 2004 and is currently serving as
interim President and CEO of EpiCept.
Alan W. Dunton, M.D., Non-Executive Chairman of the Board of
EpiCept, commented, "On behalf of EpiCept and its shareholders, I
would like to thank Collier, Gerhard and Wayne for their many
contributions to the Company and its Board of Directors. We
mutually agreed that a reduction in the size of our Board was
appropriate at this time as the Company is singularly focused on
successfully concluding a strategic transaction in line with the
objectives we previously outlined. We will not look to return the
membership of the Board to its previous size at this time."
EpiCept engaged SunTrust Robinson Humphrey in January 2012 to
assist in exploring strategic alternatives to maximize the
commercial opportunity of AmiKet for the treatment of CIPN
following taxane-based therapy. The engagement is focused on the
identification and implementation of a strategy designed to
optimize AmiKet's value for the Company's stockholders, which
includes the evaluation of potential transactions involving the
sale of the Company.
On Aug. 27, 2012, the Company's Board of Directors increased the
compensation of Robert W. Cook. Retroactive to his appointment as
Interim President and CEO on Aug. 20, 2012, Mr. Cook's annual
salary will be $400,000 per annum, with $300,000 per annum payable
currently and the balance deferred and payable (on a pro rata
basis) upon the completion of certain predetermined objectives,
and thereafter payable at the $400,000 per annum level. Mr.
Cook's target cash bonus compensation will be 45% of his base
salary, the actual amount of which will be determined by the
Board. Mr. Cook was also granted 100,000 Restricted Stock Units
under the Company's 2005 Equity Incentive Plan, with vesting upon
the achievement of certain predetermined objectives prior to
March 31, 2013.
About EpiCept Corporation
Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain. The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission. In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors. The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.
Epicept reported a net loss of $15.65 million in 2011, a net loss
of $15.53 million in 2010, and a net loss of $38.81 million in
2009.
In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Deloitte & Touche LLP, in Parsippany,
New Jersey, noted that the Company's recurring losses from
operations and stockholders' deficit raise substantial doubt about
its ability to continue as a going concern.
The Company's balance sheet at June 30, 2012, showed $5.30 million
in total assets, $17.85 million in total liabilities and a $12.55
million total stockholders' deficit.
EPICEPT CORP: Amends Loan and Security Agreement with MidCap
------------------------------------------------------------
EpiCept Corporation has amended the Company's Loan and Security
Agreement with MidCap Financial, LLC, effective Aug. 27, 2012.
Pursuant to the terms of the amendment, EpiCept has made a
principal prepayment of $1.2 million, which approximates the
scheduled principal payments due under the Loan and Security
Agreement from Sept. 1, 2012, through Dec. 31, 2012. As a result
of the prepayment, the current principal balance of the loan is
$4.1 million. The next principal payment is due on Jan. 15, 2013,
and regularly scheduled monthly principal payments will commence
Feb. 1, 2013, until the scheduled maturity of the loan in March
2014. The Company will continue to make monthly payments of
interest to the Lender as per the Loan and Security Agreement.
EpiCept also agreed, pursuant to the amendment, to maintain a cash
balance of $1.1 million in a bank account that is subject to the
security interest maintained by MidCap under the loan agreement.
Further, the Company has committed to signing a definitive
agreement, acceptable to MidCap, by Oct. 15, 2012, with respect to
a sale or partnering transaction and to consummate such a
transaction as soon as is practical but in any event no later than
Jan. 15, 2013.
"This amendment is consistent with our current plans to complete a
transaction and leaves us with cash availability similar to what
we had prior to the amendment," remarked Robert Cook, EpiCept
interim President and CEO. "While we cannot be certain that an
acceptable transaction can be completed according to this
timetable or at all, we are intently focused on concluding a
transaction within the deadlines set forth in the amendment."
EpiCept engaged SunTrust Robinson Humphrey in January 2012 to
assist in exploring strategic alternatives to maximize the
commercial opportunity of AmiKet for the treatment of CIPN
following taxane-based therapy. The engagement is focused on the
identification and implementation of a strategy designed to
optimize AmiKet's value for the Company's stockholders, which
includes the evaluation of potential transactions involving the
sale of the Company. EpiCept is considering various transactions
to obtain additional cash resources to fund operations, including
the sale or licensing of assets and the sale of equity securities.
Current cash is anticipated to be sufficient to run operations
into the fourth quarter of 2012. If EpiCept is unable to complete
a transaction or otherwise obtain funding on a timely basis, the
Company may default on its loans or be declared in default under
the Loan and Security Agreement, which would entitle the Lender to
sell the Company's intellectual property and other assets.
A copy of the Amended Loan Agreement is available for free at:
http://is.gd/13N4Hy
About EpiCept Corporation
Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain. The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission. In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors. The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.
Epicept reported a net loss of $15.65 million in 2011, a net loss
of $15.53 million in 2010, and a net loss of $38.81 million in
2009.
In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Deloitte & Touche LLP, in Parsippany,
New Jersey, noted that the Company's recurring losses from
operations and stockholders' deficit raise substantial doubt about
its ability to continue as a going concern.
The Company's balance sheet at June 30, 2012, showed $5.30 million
in total assets, $17.85 million in total liabilities and a $12.55
million total stockholders' deficit.
EVERGREEN ENERGY: Wins Court OK for Sale of Clean Coal Equipment
----------------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that Evergreen Energy
Inc. on Thursday got a judge's nod to sell about $75,000 worth of
boiler parts and other assets to a subsidiary of a German shipping
company, continuing its Chapter 7 wind-down.
BLG Cargo Logistics GmbH & Co., which is already holding the
equipment at a warehouse in Germany, will buy it after the trustee
said shipping the 1,000-ton equipment to the U.S. wouldn't be in
the best interests of the estate, according to Bankruptcy Law360.
About Evergreen Energy
Denver, Colorado-based Evergreen Energy Inc.
-- http://www.evgenergy.com/-- offered environmental solutions
for energy production and generation industries, primarily through
its patented clean coal technology, K-Fuel(R).
On Jan. 23, 2012, Evergreen Energy, Inc., and nine of its
subsidiaries filed a voluntary petition for relief under Chapter 7
of the United States Bankruptcy Code (Bankr. D. Del. Case Nos. 12-
10289 to 12-10298).
Effective as of the date of the Bankruptcy Filing, a Chapter 7
trustee assumed control of the Company. The assets of the Company
will be liquidated in accordance with the Code.
FRIENDFINDER NETWORKS: No Nov. 14 Deadline from Bondholders
-----------------------------------------------------------
FriendFinder Networks Inc., in response to an inaccurate article
posted on Bloomberg on Thursday, Aug. 30, 2012, clarified that it
is currently in compliance with, or has waivers for, all loan
covenants.
Although subsequently corrected, Bloomberg initially reported that
"Bondholders have given the Company until Nov. 14, 2012 to raise
cash..." The Company said it has received no such demand or
notice from its bondholders. FriendFinder maintains it was either
in compliance or had waivers for all of its debt covenants as of
June 30, 2012.
FriendFinder Networks further states that its first-lien notes do
not mature until September 2013 and that it is currently in
discussions with bondholders regarding options to refinance its
debt.
About FriendFinder Networks
FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com. All total, its Web sites are offered in 12
languages to users in some 170 countries. The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images. The Company is based in
Boca Raton, Florida.
Friendfinder's balance sheet at March 31, 2012, showed $475.34
million in total assets, $624.96 million in total liabilities and
a $149.62 million total stockholders' deficiency.
* * *
As reported by the TCR on Aug. 24, 2012, Standard & Poor's Ratings
Services lowered its rating on Boca Raton, Fla.-based FriendFinder
Networks Inc. to 'CCC' from 'CCC+'.
"The rating actions reflect the company's declining paid
subscriptions and the likelihood that operating results will
remain weak over the near term, pressuring covenant compliance,"
said Standard & Poor's credit analyst Daniel Haines. "In
addition, we believe that the company faces significant risks
related to refinancing its large debt maturities due in September
2013. We expect continued economic headwinds and declining
subscriptions to remain a drag on results," added Mr. Haines.
FRIENDFINDER NETWORKS: Files Form S-8, To Issue 2MM Common Shares
-----------------------------------------------------------------
Friendfinder Networks Inc. filed with the U.S. Securities and
Exchange Commission a Form S-8 registering 2 million shares of
common stock issuable under the Company's 2012 Stock Incentive
Plan. The proposed maximum aggregate offering price is
$1.78 million. A copy of the filing is available for free at:
http://is.gd/rRzF86
About FriendFinder Networks
FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com. All total, its Web sites are offered in 12
languages to users in some 170 countries. The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images. The Company is based in
Boca Raton, Florida.
Friendfinder's balance sheet at March 31, 2012, showed $475.34
million in total assets, $624.96 million in total liabilities and
a $149.62 million total stockholders' deficiency.
* * *
As reported by the TCR on Aug. 24, 2012, Standard & Poor's Ratings
Services lowered its rating on Boca Raton, Fla.-based FriendFinder
Networks Inc. to 'CCC' from 'CCC+'.
"The rating actions reflect the company's declining paid
subscriptions and the likelihood that operating results will
remain weak over the near term, pressuring covenant compliance,"
said Standard & Poor's credit analyst Daniel Haines. "In
addition, we believe that the company faces significant risks
related to refinancing its large debt maturities due in September
2013. We expect continued economic headwinds and declining
subscriptions to remain a drag on results," added Mr. Haines.
FULLER BRUSH: Seeks Extension to File Creditor-Payment Plan
-----------------------------------------------------------
Marie Beaudette and Stephanie Gleason at Dow Jones' DBR Small Cap
reports that Fuller Brush Co. is seeking a 60-day extension to
file its creditor-payment plan as it works to sell its assets.
About Fuller Brush
The Fuller Brush Company -- http://www.fuller.com/-- sells
branded and private label products for personal care, commercial
and household cleaning and has a current catalog of 2,000 cleaning
products. Some of Fuller's retail partners include Home Trends,
Bi-Mart, Byerly's, Lunds, Home Depot, Do-It-Best, Primetime
Solutions, Vermont Country Store and Starcrest.
Founded in 1906 and based in Great Bend, Kansas, The Fuller Brush
Company, Inc., and its parent, CPAC, Inc., filed for Chapter 11
protection (Bankr. S.D.N.Y. Case Nos. 12-10714 and 12-10715) in
Manhattan on Feb. 21, 2012. Fuller Brush filed for bankruptcy
five years after the company was taken over by private equity firm
Buckingham Capital Partners. Fuller, which has 180 employees as
of the Chapter 11 filing, disclosed $22.9 million in assets and
$50.9 million in debt. Fuller said it will be business as usual
while undergoing Chapter 11 restructuring. But it said that while
in reorganization, it intends to trim about half of the current
catalog of cleaning products.
Herrick Feinstein LP serves as the Debtors' bankruptcy counsel.
The official committee of unsecured creditors has tapped the law
firm of Kelley Drye & Warren LLP as counsel.
The reorganization is being financed with a $5 million loan from
an affiliate of Victory Park Capital Advisors LLC, the secured
lender owed $22.7 million that plans to buy the business
in exchange for debt.
GATEHOUSE MEDIA: Bank Debt Trades at 69% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 31.25 cents-
on-the-dollar during the week ended Friday, Aug. 31, a drop of
0.44 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing 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 Feb.
27, 2014, and carries Moody's Ca rating and Standard & Poor's CCC-
rating. The loan is one of the biggest gainers and losers among
172 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.
About GateHouse Media
GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications. GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.
Gatehouse Media, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.86 million on $128.76 million of total revenues for the
three months ended July 1, 2012, compared with a net loss of $5.06
million on $134.39 million of total revenues for the three months
ended June 26, 2011.
The Company reported a net loss of $16.23 million on $248.77
million of total revenues for the six months ended July 1, 2012,
compared with a net loss of $23.25 million on $254.21 million of
total revenues for the six months ended June 26, 2011.
The Company's balance sheet at July 1, 2012, showed $487.40
million in total assets, $1.31 billion in total liabilities and a
$823.09 million total stockholders' deficit.
According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's ability to make payments on its indebtedness as required
depends on its ability to generate cash flow from operations in
the future. This ability, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond the Company's control.
GREYSTONE LOGISTICS: Delays 2012 Form 10-K Due to Limited Staff
---------------------------------------------------------------
Greystone Logistics, Inc., notified the U.S. Securities and
Exchange Commission that it will be delayed in filing its annual
report on Form 10-K for the fiscal year ended May 31, 2012. The
Company's limited personnel and resources have impaired its
ability to prepare and timely file its Annual Report.
The net income for the fiscal year ended May 31, 2012, is expected
to be approximately $2,774,000 compared to a net loss of
$(847,201) for the fiscal year ended May 31, 2011.
The net income to common shareholders for the fiscal year ended
May 31, 2012, is expected to be approximately $2,385,000, or $0.09
per share, compared to a net loss of $(770,095), or $(0.03) per
share, for the fiscal year ended May 31, 2011.
The net income for the fiscal year ended May 31, 2012, when
compared to the net loss for the fiscal year ended May 31, 2011,
is primarily related to an 18% increase in sales for fiscal year
2012 over fiscal year 2011 and the recognition of a tax benefit in
fiscal year 2012 in the amount of $585,000 due to net operating
loss carry-forwards from prior fiscal years.
The Company's board of directors elected a new director on May 5,
2012. The Company did not file a corresponding Form 8-K.
Additional information about the election of the director will be
provided in the Company's upcoming Form 10-K.
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.
HARVEST OPERATIONS: S&P Alters Ratings Outlook to Negative
----------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Calgary,
Alta.-based exploration and production company Harvest Operations
Corp. to negative from stable. "At the same time, Standard &
Poor's affirmed its 'BB-' long-term corporate credit and senior
unsecured debt ratings on the company. The '3' recovery rating on
the senior unsecured debt is unchanged. Harvest is owned by Korea
National Oil Corp. (KNOC; A/Stable/--)," S&P said.
"Since KNOC acquired Harvest in 2010, our analysis has expected
ongoing parental financial support to ensure debt levels remain
fairly stable as Harvest pursues its upstream growth initiatives,"
said Standard & Poor's credit analyst Michelle Dathorne. "The
recent increase in the company's balance-sheet debt and our
expectation of continued negative free cash flow generation will
cause debt to increase further without continued financial support
from its parent, KNOC," Ms. Dathorne added.
"Although we believe Harvest will maintain access to various
sources of external financing, specifically bank and public debt,
the increasing use of debt to bridge the expected negative free
cash flow generation we are forecasting as the company proceeds
with its upstream exploration and development plans will push its
cash flow protection metrics outside the ranges we believe are
appropriate for the 'BB-' rating," S&P said.
"The ratings on Harvest reflect Standard & Poor's view of the
company's below-average profitability, our expectations of
negative free cash flow generation during our 2012-2013 forecast
period, and the operational risks inherent in the company's
strategy to transform its upstream portfolio from a largely mature
conventional asset base to one focused on drill-bit-related
reserves and production growth. In our view, somewhat offsetting
these weaknesses are Harvest's upstream full-cycle cost profile,
which compares favorably with that of its rating category peers;
and the medium- and long-term growth prospects inherent in its
existing conventional and oil sands resources," S&P said.
"Harvest has operations in five core areas in the Western Canadian
Sedimentary Basin: southern, east-central, and western Alberta;
northern Alberta and British Columbia; and southeast Saskatchewan.
The company added a refining and marketing segment with the
October 2006 acquisition of North Atlantic Refining Ltd.," S&P
said.
"Although we believe Harvest will remain a strategic component in
KNOC's upstream medium-to-long-term growth objectives, we base our
ratings on Harvest's stand-alone credit profile, with our view of
KNOC's previous and prospective financial support incorporated in
our assessment of the company's financial risk profile," S&P said.
"The negative outlook reflects Standard & Poor's concern that
KNOC's ongoing financial support will not keep pace with Harvest's
negative free cash flow generation. We have assumed before that
Harvest's financial risk profile would remain fairly stable,
largely through ongoing financial support from parent KNOC as it
proceeded with its organic growth initiatives. In our view, KNOC's
equity support is a significant component in our assessment of
Harvest's financial risk profile, with consistent on-going
financial support needed to bridge the negative free cash flow
generation we are expecting for the company during our forecast
period. Since the second half of 2011, the company's cash flow
protection metrics have been deteriorating due to increasing debt
levels without an offsetting increase in operating cash flow. With
fully adjusted funds from operations (FFO)-to-debt at 16.3% at
June 30, 2012, and our expectation of negative free cash flow
generation in 2012 and 2013, as the company continues to pursue
its conventional and oil sands growth projects, we are forecasting
FFO-to-debt will weaken further during this period. We do not
expect Harvest's growth projects to generate incremental
production and cash flows before 2014, so we believe the company
will be unable to improve its cash flow protection metrics without
some form of financial support from its parent. If Harvest's fully
adjusted FFO-to-debt falls below 15% in 2013, we would lower the
ratings to 'B+'. Conversely, we would revise the outlook to stable
if Harvest were able to strengthen its financial metrics, such
that its fully adjusted FFO-to-debt moved back into the 20%-25%
range. Any subsequent positive rating action would be contingent
on Harvest's ability to expand its upstream operations while
maintaining a competitive full-cycle cost profile and moderate
cash flow protection measures. Specifically, if Harvest is able
to improve its FFO-to-debt to 40% or higher, we could raise the
ratings," S&P said.
HAWKER BEECHRAFT: Gets 120-Day Plan Exclusivity Extension
---------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that a New York
bankruptcy judge on Thursday extended by 120 days the period
during which Hawker Beechcraft Inc. can exclusively file a Chapter
11 plan, while the debtor continues to work toward definitive
documentation in a sale bid by Superior Aircraft Beijing Co. Ltd.
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.
HAWKER BEECHCRAFT: Bank Debt Trades at 28% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 72.21 cents-on-
the-dollar during the week ended Friday, Aug. 31, an increase of
0.25 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing 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 172 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 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.
INTEGRATED FREIGHT: Peter Messineo Replaces Sherb as Accountants
----------------------------------------------------------------
Integrated Freight Corporation entered into a settlement agreement
effective June 30, 2012, with Sherb & Co., LLP, pursuant to which
Sherb & Co. and the Company mutually terminated Sherb & Co.'s
services as the Company's independent accountant for fiscal year
ended March 31, 2012. Sherb & Co. audited the Company's financial
statements for the 2010 and 2011 fiscal years. Sherb & Co.'s
opinion on the Company's financial statements for the 2010 and
2011 fiscal years were qualified as to the Company's ability to
remain a going concern. The mutual termination of Sherb & Co.'s
services was approved by the board of directors.
During the two most recent fiscal years and the subsequent interim
period preceding the mutual termination of Sherb & Co.'s services,
there were no disagreements between Sherb & Co. and the Company on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
On Aug. 24, 2012, the Company engaged Peter Messineo, CPA, of Palm
Harbor, Florida, as its independent accountant. The Company has
not consulted with Peter Messineo, CPA, at any time prior to the
date of engagement. The decision to engage Peter Messineo, CPA,
was recommended and approved by the Company's board of directors.
About Integrated Freight
Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers. The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard. IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.
On Aug. 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation. The Company's name change and State of
Incorporation have been approved and are effective as of
Aug. 18, 2010. The reverse stock split has been approved but is
not effective as of the date of this filing.
The Company ended fiscal 2011 with a net loss of $7.76 million on
$18.82 million of revenue and fiscal 2010 with a net loss of $3.14
million on $17.33 million of revenue.
The Company's balance sheet at Dec. 31, 2011, showed
$11.70 million in total assets, $26.29 million in total
liabilities and a $14.58 million total stockholders' deficit.
In the auditors' report accompanying the financial statements for
year ended March 31, 2011, Sherb & Co., LLP, in Boca Raton,
Florida, 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 and has a negative
working capital position and a stockholders' deficit.
JACKSONVILLE BANCORP: Posts $11.8 Million Net Loss in 2nd Quarter
-----------------------------------------------------------------
Jacksonville Bancorp, Inc., filed its quarterly report on Form 10-
Q, reporting a net loss of $11.8 million on $5.1 million of net
interest income for the three months ended June 30, 2012, as
compared to net income of $1.0 million on $6.3 million of net
interest income for the same period of the prior year.
For the six months ended June 30, 2012, the Company has a net loss
of $10.5 million on $10.4 million of net interest income, compared
with net income of $1.5 million on $12.2 million of net interest
income for the same period of 2011.
The net loss for the first six months of 2012 compared to net
income for the same period in 2011 was driven primarily by
increased provision for loan losses and OREO expenses and
decreased interest income on loans.
The Company's balance sheet at June 30, 2012, showed
$583.0 million in total assets, $564.0 million in total
liabilities, and shareholders' equity of $19.0 million.
According to the regulatory filing, the Bank was adequately
capitalized at June 30, 2012. Depository institutions that are no
longer "well capitalized" for bank regulatory purposes must
receive a waiver from the FDIC prior to accepting or renewing
brokered deposits. The Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA") generally prohibits a
depository institution from making any capital distribution
(including paying dividends) or paying any management fee to its
holding company, if the depository institution would thereafter be
undercapitalized.
The Bank had a Memorandum of Understanding ("MoU") with the FDIC
and the Florida Office of Financial Regulation that was entered
into in 2008, which required the Bank to have a total risk-based
capital of at least 10% and a Tier 1 leverage capital ratio of at
least 8%. Recently, on July 13, 2012, the 2008 MoU was replaced
by a new MoU, which, among other things, requires the Bank to have
a total risk-based capital of at least 12% and a Tier 1 leverage
capital ratio of at least 8%. "We did not meet the minimum
capital requirements of these MOUs at June 30, 2012, and Dec. 31,
2011, when the Bank had total risk-based capital of 8.09% and
9.85% and Tier 1 leverage capital of 5.26% and 6.88%,
respectively."
A copy of the Form 10-Q is available at http://is.gd/swGwAn
Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with approximately $583 million in
assets and eight full-service branches in Jacksonville, Duval
County, Florida, as well as the Company's virtual branch. The
Jacksonville Bank opened for business on May 28, 1999 and provides
a variety of community banking services to businesses and
individuals in Jacksonville, Florida.
JACOBS FINANCIAL: Delays Form 10-K for Fiscal 2012
--------------------------------------------------
Jacobs Financial Group, Inc., was unable without unreasonable
effort and expense to prepare its accounting records and schedules
in sufficient time to allow its accountants to complete their
review of the Company's financial statements for the period
ended May 31, 2012, before the required filing date for the
subject annual report on Form 10-K. The Company intends to file
the subject Annual Report on or before the fifteenth calendar day
following the prescribed due date.
About Jacobs Financial
Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.
The Company reported a net loss of $1.30 million for the year
ended May 31, 2011, compared with a net loss of $1.45 million
during the prior year.
The Company's balance sheet at Feb. 29, 2012, showed $9.12 million
in total assets, $14.72 million in total liabilities, $3.23
million in total mandatorily redeemable preferred stock and a
$8.82 million total stockholders' deficit.
For the three month period ended Feb. 29, 2012, the Company had
losses from operations of approximately $92,000, or a loss of
approximately $434,000 after accretion of mandatorily redeemable
convertible preferred stock and accrued dividends on mandatorily
redeemable preferred stock are taken into account. For the nine
month period ended Feb. 29, 2012, the Company had losses from
operations of approximately $49,000, or a loss of approximately
$1,084,000 after accretion of mandatorily redeemable convertible
preferred stock and accrued dividends on mandatorily redeemable
preferred stock are taken into account. Losses are expected to
continue until the Company's insurance company subsidiary, First
Surety Corporation develops a more substantial book of business.
While improvement is anticipated as the business plan is
implemented, restrictions on the use of FSC's assets, the
Company's significant deficiency in working capital and
stockholders' equity raise substantial doubt about the Company's
ability to continue as a going concern.
In the auditors' report accompanying the annual report for the
fiscal year ended May 31, 2011, Malin, Bergquist & Co., LLP, in
Pittsburgh, PA, noted that the Company's significant net working
capital deficit and operating losses raise substantial doubt about
its ability to continue as a going concern.
LAKELAND DEV'T: Court Approves Baum, Glickfeld Hirings
------------------------------------------------------
Lakeland Development Company has won Bankruptcy Court permission
to employ Richard T. Baum and Glickfeld, Field & Jacobson LLP as
attorneys.
Pursuant to papers filed by the Debtor in court, each Attorney has
a separate written employment agreement with the Debtor,
guaranteed by Energy Merchant Inc., the Debtor's ultimate parent
corporation, which specifies that the Attorneys will be
compensated at the rate of $450 per hour. Glickfeld's agreement
is also guaranteed by EMC's principal, Siegfried Hodapp. However,
if approved as counsel, neither Attorney will exercise its rights
under the guaranties. The final amount to be paid to the
Attorneys will be approved by the court. The source of payment of
compensation for the Attorneys will be from the estate as may be
approved and ordered paid by the Court after notice and hearing.
A retainer of $50,000 (plus $1,046 for the filing fee) was paid to
Mr. Baum -- rickbaum@hotmail.com -- by the Debtor. Of that
retainer, $28,495 was earned prepetition. A retainer of $50,000
was paid to Glickfeld partner, Lawrence Jacobson, Esq., by the
Debtor. Of that retainer, $19,898 was earned pre-petition.
To the best of the Attorneys' knowledge, the Attorneys believe
that each is a disinterested person as that term is defined in 11
U.S.C. Sec. 101(14), and is not connected with the debtor, its
creditors, any other party in interest, their attorneys and
accountants, or to this estate, and has no relation to any
bankruptcy judge presiding in the district, the Clerk of the Court
or any relation to the United States Trustee in the district, or
any person employed at the Court or the Office of the United
States Trustee, nor does the Firm or its attorneys represent or
hold an adverse interest with respect to the debtor, any creditor,
or to this estate.
Prior to being contacted on April 27, 2012, to represent the
Debtor, Mr. Baum had no contact of any kind with Debtor, its
principals, its subsidiary, parent or sister corporations, or any
of their principals. Mr. Jacobson represented the Debtor in non-
bankruptcy matters for several years and, as a result, is very
familiar with the Debtor's business, debt structure, and related
matters.
As of the petition date, Glickfeld had a receivable from the
Debtor for $69,759 for prepetition legal services and costs not
related to this bankruptcy. The firm has been fully compensated
for prepetition services related to the bankruptcy. Glickfeld
agreed to waive all prepetition claims against the Debtor,
including any claims for those fees and costs, as a condition of
being retained as counsel for the Debtor.
In a supplement to the initial court papers, the Debtor disclosed
that Energy Merchant has agreed to be liable for Mr. Baum's fees.
Energy Merchant and Siegfried Hodapp have agreed to be liable for
Glickfeld's fees. However, Mr. Baum and Glickfeld agreed to both
waive any right to pursue Energy Merchant or Mr. Hodapp (or anyone
else other than the Debtor) for any fees and costs in this matter,
as a condition of being approved as general counsel for the
Debtor.
Both firms agreed to "endeavor to eliminate any duplication of
effort in representing the Debtor and understand that they will be
held to the same standard with respect to fees and costs as if
only one firm was representing the Debtor."
About Lakeland Development
Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp. Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California. The real
property is composed of 10 parcels totaling roughly 55 acres.
Lakeland filed a Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-25842) in Los Angeles on May 4, 2012. Judge Richard M. Neiter
presides over the case. Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel. The petition was signed by
Michael Egner, chief financial officer.
LANTHEUS MEDICAL: S&P Affirms 'B+' Corp. Credit Rating; Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on North Billerica, Mass.-based Lantheus Medical
Imaging Inc. and removed the ratings from CreditWatch, where there
were placed with negative implications on March 30, 2012. The
outlook is negative.
"At the same time, we affirmed the 'B+' issue-level rating and on
the company's senior unsecured notes. The '4' recovery rating on
the notes remains unchanged and indicates average (30%-50%)
recovery in the event of payment default," S&P said.
"The rating action follows early stages of resolution to the
company's production problems with the recent shipment of product;
as a result of the recent shipment, and our expectation that
additional lots will be manufactured and shipped over the coming
weeks, we believe that back orders will be filled and that
inventory will begin to be restocked by the end of the year," said
Standard & Poor's credit analyst Michael Berrian.
"The ratings on Lantheus reflect a 'weak' business risk profile
characterized by contract manufacturer concentration, supply
shortages of key products, a narrow business focus, product
concentration, and minimal near-term patent exposure. We view
Lantheus' financial risk profile as 'highly leveraged' because the
extended outage and supply constraints resulted in leverage
increasing to more than 5x and funds from operations (FFO) to
total debt declining to less than 12%," S&P said.
LEHMAN BROTHERS: Credit Protection Trusts Seek Plan Relief
----------------------------------------------------------
Credit Protection Trusts 207 and 283 have filed a motion seeking
relief from the court order confirming Lehman Brothers Holdings
Inc.'s Chapter 11 plan.
The move comes after the trusts received a notice from Lehman,
informing them about the assumption of their swap agreements with
the company's special financing unit pursuant to the court order,
and that they would recover nothing of their claims.
The trusts filed $44 million in claims for damages after their
swap agreements with Lehman's special financing unit were
terminated as a result of its failure to make necessary payments
under the agreements.
In a court filing, the trusts said they were not able to file an
objection to the assumption because of Lehman's failure to serve
the notice on their lawyers.
"The motion should be granted and the debtors' assumption of the
terminated swap agreements with a $0 cure amount should be deemed
void," said the trusts' lawyer, Martin Bienenstock, Esq., at
Proskauer Rose LLP, in New York.
A court hearing to consider approval of the motion is scheduled
for September 19. Objections are due by September 12.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.
LEHMAN BROTHERS: Noteholders Defend Brown Rudnick Fees
------------------------------------------------------
The Ad Hoc Group of holders of notes issued by Lehman Brothers
Treasury Co. BV argues that, contrary to the U.S. Trustee's
contention, the ad hoc group and its counsel, Brown Rudnick, had
substantial contribution to the success of the Debtors'
restructuring. The ad hoc group says it, together with its
counsel, played an integral role in formulating and garnering the
necessary support for the Plan of Reorganization, specifically:
-- in formulating and refining the Structured Securities
Valuation Methodologies;
-- in the global plan negotiations between the Debtors and
other constituencies, including helping to broker the basic
deal between creditors of LBHI who proposed a plan premised
on global substantive consolidation and creditors of Lehman
Brothers Special Financing, Inc.; and
-- in facilitating the ultimate settlement reached between the
Joint Bankruptcy Trustees of LBT and the Debtors in respect
of the treatment of the LBT Intercompany Claim.
Fee Committee's Statement
The Fee Committee asserts that it would accept any defined
assignment with respect to the applications for payment of fees
and expenses under Section 503(b) of the Bankruptcy Code, and
would do so without any additional monthly expense to the
estates. However, the Fee Committee asks that the Court
specifically order that participation after determining an
appropriate procedure for addressing the "substantial
contribution" standard.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.
LEHMAN BROTHERS: Objects to Hale Avenue's $30-Mil. Claim
--------------------------------------------------------
Lehman Brothers Holdings Inc. filed an objection seeking to
disallow Hale Avenue Borrower LLC's claim against the company.
Hale Avenue filed a $30 million claim, assigned as Claim No.
27222, after Lehman allegedly failed to provide promised loan
under a pre-bankruptcy agreement.
In a court filing, Lehman denied any liability, saying the loan
has already been funded and that the company has already assigned
its rights and liabilities under the loan agreement to Swedbank
AB's New York branch.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.
LEVI STRAUSS: Kevin Wilson to Receive $480,000 Annual Salary
------------------------------------------------------------
Levi Strauss & Co. appointed Kevin Wilson as its interim Chief
Financial Officer. While serving in the interim role, the
employment arrangement with Mr. Wilson provides for annualized
base compensation of $480,000 and a target annualized payment
under the Company's Annual Incentive Program of $210,000. Mr.
Wilson will also continue to receive healthcare, life insurance
and long-term incentive compensation and savings program benefits,
as well as benefits under the Company's various executive
perquisite programs. Mr. Wilson's employment is at-will and may
be terminated by the Company or by Mr. Wilson at any time.
Mr. Wilson replaced former CFO Blake Jorgensen who resigned to
pursue another opportunity.
About Levi Strauss & Co.
Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies. The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM). The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.
The Company's balance sheet May 27, 2012, showed $2.89 billion in
total assets, $2.99 billion in total liabilities, $5.02 million in
temporary equity, and a $110.65 million total stockholders'
deficit.
* * *
In April 2012, Standard & Poor's Ratings Services assigned its
'B+' rating (same as the corporate credit rating) to San
Francisco-based Levi Strauss & Co.'s proposed $350 million senior
unsecured notes due 2022.
"The ratings on Levi Strauss reflect our view that the company's
financial profile continues to be 'aggressive,' particularly since
the company's balance sheet remains highly leveraged and we expect
cash flow protections measures to continue to be weak. In
addition, we continue to consider Levi Strauss' business risk
profile to be 'weak,' given its continuing participation in the
highly competitive denim and casual pants market, which is subject
to fashion risk and still-weak consumer spending, and our
expectation that the company's business focus will remain narrow.
We believe the company benefits from its strong, well-recognized
Levi's brand, long operating history, and distribution channel
diversity (both by retail customer and geography)," S&P said.
In April 2012, Moody's Investors Service affirmed Levi Strauss &
Co ("LS&Co) B1 Corporate Family and Probability of Default
Ratings. Moody's also assigned a B2 rating to the company's
proposed $350 million senior unsecured notes due 2022 and affirmed
the B2 ratings of the company's other series of unsecured debt.
Levi Strauss' B1 Corporate Family Rating reflects the company's
negative trends in operating margins reflecting inconsistent
execution as well as input cost pressures. The ratings also
reflect the company's still significant debt burden, which has
been increasing due to the company's continued investment in its
own retail stores and its sizable underfunded pension. Debt/EBITDA
(incorporating Moody's standard analytical adjustments) was 5.1
times for the LTM period ending 2/26/2012. The rating take into
consideration the company's significant global scale, with
revenues near $5 billion, its operations in over 110 countries and
the ownership of the iconic Levi's trademark.
MEDIMEDIA USA: Moody's Affirms 'Caa1' CFR/PDR; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service changed MediMedia USA, Inc.'s outlook to
negative from stable. All other ratings, including its Corporate
Family Rating (CFR) were affirmed. The reason for the change in
outlook is the decline in liquidity since the company amended and
extended its first lien bank loan facility and the continuing poor
performance of its operations driven by weakness at its
Pharmaceutical Marketing business. Its modest cash position and
potential lack of revolver availability post the maturity of its
non extended revolver leaves the company with a weak liquidity
position to meet unanticipated needs or invest into the business.
A summary of the actions follows.
MediMedia USA, Inc
Corporate Family Rating, Affirmed at Caa1
Probability of Default Rating, Affirmed at Caa1
Senior Secured Bank Credit Facility
15.3 million Tranche A-1 Revolving Loan maturing October
2012, Affirmed at B2 (LGD2-24%)
29.7 million Tranche A-2 Revolving Loan maturing August 2014,
Affirmed at B2 (LGD2-24%)
0.7 million Tranche B-1 Term Loan maturing October 2013,
Affirmed at B2 (LGD2-24%)
115 million Tranche B-2 Term Loan maturing August 2014,
Affirmed at B2 (LGD2-24%)
Senior Subordinated Notes maturing November 2014, Affirmed at
Caa2 (LGD changed to LGD-5, 78% from LGD-5, 79%)
Outlook, Negative from Stable
Summary Rating Rationale
MediMedia's Caa1 Corporate Family Rating (CFR) reflects its weak
liquidity position, its high leverage (7.0x as of June 30, 2012
including Moody's standard adjustments for lease expenses), and
negative free cash flow. Also reflected in the rating, is the lack
of success that the company has had turning around overall results
driven primarily by weakness at its Pharmaceutical Marketing
business since amending its credit facilities and extending the
maturity dates post the sale of its Animal Health division. Its
MediMedia Health division that performs marketing services for
pharmaceutical companies has continued to struggle and Moody's
does not foresee an improvement in the near term. During the
second half of 2012, Moody's expects the company to face tight
liquidity conditions as part of its revolver matures in Q4 2012
and its anticipated to have negligible availability on its
extended revolver with a limited cushion of compliance with its
covenants. The sale of its Animal Health and formulary database
business in 2011 and the decline in its pharmaceutical business
that was once one of its largest divisions leave the company
smaller and less diversified than it had been previously.
Although a small part of overall EBITDA, the company's StayWell
Health division has experienced some success turning around its
operations after the LifeMaster acquisition which dramatically
increased costs without generating a comparable amount of
revenues. Its Krames StayWell business also provides support for
the rating and is its largest business, although Moody's expects
EBITDA to be modestly lower for the FY 2012.
MediMedia's liquidity position is weak given the limited revolver
availability post the October 5th 2012 maturity of its non
extended revolver, the $7 million cash balance, negative expected
free cash flow, and a limited cushion of compliance with its
financial covenants. While the Animal Health transaction that
closed in August 2011 improved their liquidity, it has
deteriorated since then. Moody's expects management to attempt to
raise additional sources of liquidity in the near term. The
company's Senior Leverage Ratio steps down to 3.5x in Q3 2012 from
3.75x currently which provides the company with a limited cushion
of compliance. While the company may pass the leverage test in the
near term, aided by the roll off of a weak second quarter 2011
from LTM results, the senior leverage test steps down again to
3.25x at the end of Q1 2013 and to 3x at the end of Q3 2013.
MediMedia is also subject to a 1.5x Interest Coverage Ratio for
the life of the loan and a $20 million limit on capital
expenditures. The continued step downs in its Senior Leverage
covenant levels and the slow pace of turning around its operating
performance may leave the company at risk of violating its
covenant levels. Given limited liquidity, first lien lenders may
be reluctant to seek higher interest rates if a covenant is
violated, but may seek additional asset sales to further reduce
their loan exposure or may increase pressure for additional
liquidity from its equity sponsor.
The negative rating outlook is driven by the weak liquidity
position, lack of success improving operations, tight covenant
levels and approaching maturities of its credit facility and
subordinate notes in 2014. Moody's expects EBITDA performance to
grow modestly from current levels but it's unclear if it will be
able to boost liquidity to an adequate level and if the rate of
improvement will be strong enough to allow for a refinancing of
its debt structure. The ability to shut down the underperforming
MediMedia Health division that generates negative EBITDA currently
could provide support for overall EBITDA levels if it does not
improve in the near term. The limited capex spending due to poor
liquidity may hinder the pace of a turnaround for the company. The
leverage level is at the high end of the range appropriate for the
rating level and positions the company at the low end of the
current Caa1 CFR.
A change in the outlook to stable could occur if the company
improves its operating performance, generates positive free cash
flow over 5% of debt with adequate liquidity, reduces leverage
below 6.5x on a sustained basis and the company becomes well
positioned to refinance its debt structure.
Moody's would downgrade the rating if the company's leverage fails
to improve below 6.5x on a sustained basis in the near term, its
free cash flow or revolver availability failed to improve, its
ability to meet debt obligations came into question, or the
headroom under its covenants failed to improve from current
levels. Any of which would increase the probability of default for
the company.
Moody's Loss Given Default methodology (LGD) implies a B1 facility
rating for the senior secured credit facilities. However, given
the current negative outlook and the potential for additional
senior obligations to provide added liquidity that would impact
the LGD methodology, the LGD was overridden and the senior secured
credit facility rating remained at B2.
The principal methodology used in rating MediMedia was the Global
Publishing 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.
Headquartered in Yardley, Pennsylvania, MediMedia USA, Inc.
(MediMedia) provides health information and services that inform
consumers, physicians, and other healthcare decision makers. Its
annual revenue is approximately $281 million as of June 30, 2012.
The company is primarily owned by Vestar Capital Partners.
MEDIMEDIA USA: S&P Cuts CCR to 'CCC' on Expected Limited Liquidity
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Yardley,
Pa.-based MediMedia USA Inc. to 'CCC' from 'CCC+'. "We also
lowered all issue-level ratings on the company's debt by one notch
in conjunction with the downgrade. The rating outlook is
negative," S&P said.
"The downgrade is based on our expectation of limited liquidity
during the fourth quarter of this year when $15.3 million of the
$45 million revolver matures and the company will have to make a
semiannual interest payment on the subordinated notes," said
Standard & Poor's credit analyst Daniel Haines. "We also expect
headroom with the senior leverage covenant to be tight when the
covenant steps down a quarter turn in the third quarter of 2012.
The rating reflects the company's 'vulnerable' business risk
profile, very high leverage, negative discretionary cash flow, and
our expectation of tight liquidity. We view the company's business
risk profile as vulnerable based on its small niche position in
health education and services and poor operating performance over
the past couple years. We also view its financial profile as
'highly leveraged.' MediMedia's adjusted debt to EBITDA was steep,
at over 10x as of June 30, 2012," S&P said.
"The negative outlook reflects our view that liquidity could be
extremely thin during the fourth quarter and that covenant
headroom may be tight during the remainder of the year. We could
lower the rating if we become convinced that the company will not
have enough liquidity to cover interest payments in the fourth
quarter. We could also lower the rating if we conclude that the
company will violate its covenants," S&P said.
"Although unlikely over the near term, we could revise the outlook
to stable if it becomes apparent that the company will be able to
maintain satisfactory liquidity and covenant headroom of 10% or
more. This would likely be the result of a stabilization of the
pharmaceutical marketing business and possibly additional
liquidity sources," S&P said.
MERRIMACK PHARMACEUTICALS: Has Indenture of Lease with RB Kendall
-----------------------------------------------------------------
Merrimack Pharmaceuticals, Inc., and RB Kendall Fee, LLC, entered
into an Indenture of Lease, which amends and restates the
Indenture of Lease between the Company and the Landlord dated as
of May 12, 2006, as amended, under which the Company will continue
to lease research, manufacturing and office space at One Kendall
Square in Cambridge, Massachusetts.
The Amended Lease provides that, among other things, as of various
times no later than April 1, 2013, the Company will lease from the
Landlord an additional 23,250 square feet of the Facility, for a
total of 109,132 square feet, all of which will be leased until
June 30, 2019. The rent for the Leased Space will be an average
of $40.11 per rentable square foot per year and will increase to
an average of $46.89 per rentable square foot per year by the end
of the lease term. Under the terms of the Amended Lease, the
Landlord will provide the Company with a finish work allowance of
up to approximately $6,585,000.
The Amended Lease expires on June 30, 2019. The Company retains
an option to renew the Amended Lease with respect to all of the
Leased Space for an additional period of either one or five years.
About Merrimack
Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics. The Company's
initial focus is in the field of oncology. The Company has five
programs in clinical development. In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.
The Company's balance sheet at June 30, 2012, showed $138.70
million in total assets, $105.62 million in total liabilities,
$343,000 in non-controlling interest and $32.74 million in total
stockholders' equity.
As reported in the TCR on April 9, 2012, PricewaterhouseCoopers
LLP, in Boston, Massachusetts, expressed substantial doubt about
Merrimack Pharmaceuticals' 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 insufficient
capital resources available as of Dec. 31, 2011, to fund planned
operations through 2012.
METRO TOWER: Files 3 Years of Delinquent Federal ITRs
-----------------------------------------------------
Karen Smith Welch at Amarillo Globe-News reports that the owner of
the historic Barfield Building in downtown Amarillo, Texas, is
struggling with more than just forestalling a $380,000 lien
foreclosure.
According to the report, Metro Tower has been busy filing three
years of delinquent federal income tax returns and an overdue
monthly operating report required in its Chapter 11 bankruptcy
case, Managing Partner Todd Harmon said Friday during a meeting at
U.S. Bankruptcy Court in Amarillo, Texas.
The report notes the meeting, required under federal bankruptcy
laws, gave representatives of the Office of the U.S. Trustee and
creditors a chance to question the debtor under oath.
The report relates Mr. Harmon said the company's 2009, 2010 and
2011 tax returns had only recently been submitted to the IRS. The
same was true for an operating report due to the bankruptcy court
on Aug. 20, Mr. Harmon said
The report adds Mr. Harmon said the returns and report show "zero
activity" financially by the company.
The report, citing court documents, relates Metro Tower listed
$733,696 in liabilities, including the lien, and two assets, the
1927 Barfield at 600 S. Polk St. and a parking garage at 509 S.
Tyler St. The company placed the combined worth of the two
structures at $1.2 million.
The report relates the company listed no bank accounts or income
streams, more than $40,000 in unpaid property taxes and almost
$23,500 in civil court judgments. Mr. Harmon is listed as a
co-debtor for those liabilities.
According to the report, Metro Tower intended to transform the
vacant Barfield into apartments, offices and retail stores -- a
$7-million project under the 2010 estimates. But the project
continually struggled to find funding since it was announced in
April 2004. Financing withered after Metro Tower began
demolition, so the building sits partially gutted.
The report says an online check Friday of filings in Metro Tower's
bankruptcy shows the court had not yet received the company's
first monthly operating report.
The report relates Mary Fran Durham, a trial attorney with the
Office of the U.S. Trustee in Dallas, Texas, told Mr. Harmon he
must not miss another report deadline or he could risk seeing the
bankruptcy case dismissed.
The report says Metro Tower and LT Barfield negotiated a
settlement last month that gives Metro Tower until Oct. 1, 2012,
to pay up or see the building placed on the auction block Oct. 2.
Metro Tower has, thus far, been unable to secure funds to pay a
$380,000 debt, the report quotes Mr. Harmon as saying. The
lenders he has contacted "don't want to get involved with a
Chapter 11," he said.
The report relates Mr. Harmon also has been unsuccessful in trying
to sell the Barfield. But, he said, "I have a lot of people
taking my phone calls."
According to the report, the settlement agreement tacks another
$44 to Metro Tower's tab for each day the bill goes unpaid. The
company also will owe $361 in court costs and $2,500 to pay
attorney fees incurred by LT Barfield, a coalition of five
Amarillo investors.
Based in Amarillo, Texas, Metro Tower, LLC, filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 12-20351) on
July 3, 2012. Judge Robert L. Jones presides over the case.
Patrick Alan Swindell, Esq., at Swindell & Associates, PC,
represents the Debtor. The Debtor listed assets of $1,220,000,
and liabilities of $733,695.
MF GLOBAL: Trustee Objects to Claim Assignment Deal
---------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that MF Global
Holdings Ltd. trustee Louis Freeh objected on Wednesday to an
agreement that would assign another trustee's claims against
former MF Global directors and officers to customers and allow
customer representatives pursuing putative class actions to access
certain related documents.
About MF Global
New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives. MF Global provided access to more than 70
exchanges around the world. The firm was also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York. MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.
MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.
As of Sept. 30, 2011, MF Global had $41,046,594,000 in total
assets and $39,683,915,000 in total liabilities.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel. The Garden City Group, Inc., serves as
claims and noticing agent. The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.
Louis J. Freeh was named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.
An Official Committee of Unsecured Creditors has been appointed
in the case. The Committee has retained Capstone Advisory Group
LLC as financial advisor.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at
Hughes Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
MMRGLOBAL INC: Reports Unregistered Sales of Securities
-------------------------------------------------------
On Aug. 30, 2012, MMRGlobal, Inc., granted 2,000,000 shares of the
Company's common stock at a price of $0.04 per share to an
unrelated third-party as payment for $80,000 of services.
On Aug. 28, 2012, the Company granted three separate warrants to
purchase a total of 3,000,000 shares of its common stock to one
unrelated third-party as payment for services. These warrants
vest immediately and have an exercise price of $0.02 per share,
and an expiration date of Aug. 28, 2017.
On various dates between Aug. 9, 2012, and Aug. 28, 2012, the
Company entered into four different Convertible Promissory Notes
with four different unrelated third-parties for principal amounts
totaling $350,000. The Notes have the option to be converted into
a total of 17,500,000 shares of the Company's common stock. These
Notes bear interest at a rate of 6% per annum payable in cash or
shares of common stock or a combination of cash and shares of
common stock at the option of the Company.
On Aug. 28, 2012, the Company granted a vendor 375,000 shares of
its common stock at a price of $0.04 per share as a reduction in
accounts payable.
On Aug. 13, 2012, the Company granted a warrant to purchase a
total of 1,000,000 shares of its common stock to an unrelated
third-party. This warrant vests immediately, has an exercise
price of $0.02 per share, and an expiration date of Aug. 13, 2017.
On Aug. 13, 2012, the Company granted two separate warrants to
purchase 1,000,000 shares of the Company's common stock each to
two unrelated third-parties as payment for services. These
warrants had an exercise price of $0.02 and $0.06 per share
respectively, and an expiration date of Aug. 13, 2014. These
warrants vest only when certain conditions are met.
On Aug. 9, 2012, the Company granted a vendor 200,000 shares of
the Company's common stock at a price of $0.05 per share as a
reduction in accounts payable.
On August 2 and Aug. 15, 2012, the Company granted a vendor a
total of 2,200,000 shares of the Company's common stock at a price
of $0.04 per share as a reduction in accounts payable.
On Aug. 2, 2012, the Company granted a vendor 750,000 shares of
its common stock at a price of $0.06 per share for past and future
services rendered.
On July 31, 2012, the Company granted an employee 125,000 shares
of the Company's common stock at a price of $0.04 per share for
services rendered.
The Company generally used the proceeds of the sales of securities
for repayment of indebtedness, working capital and other general
corporate purposes.
Each offer and sale was exempt from registration under either
Section 4(2) of the Securities Act or Rule 506 under Regulation D
of the Securities Act because (i) the securities were offered and
sold only to accredited investors; (ii) there was no general
solicitation or general advertising related to the offerings;
(iii) each investor was given the opportunity to ask questions and
receive answers concerning the terms of and conditions of the
offering and to obtain additional information; (iv) the investors
represented that they were acquiring the securities for their own
account and for investment; and (v) the securities were issued
with restrictive legends.
About MMRGlobal
Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.
In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Rose, Snyder & Jacobs LLP, in Encino,
California, expressed substantial doubt about the Company's
ability to continue as a going concern. The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the years ended
Dec. 31, 2011, and 2010.
The Company reported a net loss of $8.88 million in 2011, compared
with a net loss of $17.90 million in 2010. The Company reported a
net loss of $10.3 million in 2009.
The Company's balance sheet at June 30, 2012, showed $2.03 million
in total assets, $8.46 million in total liabilities, and a
$6.43 million total stockholders' deficit.
MOTORSPORT RANCH: Files for Chapter 11 in Houston
-------------------------------------------------
MotorSport Ranch Houston, LLC, filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-36422) on Aug. 30, 2012, in Houston. No
first day motions were filed other than an application to employ
J. Craig Cogwell as attorney. The Debtor estimated $10 million to
$50 million in assets and up to $10 million in liabilities.
MOTORSPORT RANCH: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: MotorSport Ranch Houston, LLC
dba MotorSport Properties, Ltd.
dba MSR Houston
1 Performance Dr.
Angleton, TX 77515-7878
Bankruptcy Case No.: 12-36422
Chapter 11 Petition Date: August 30, 2012
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: David R. Jones
Debtor's Counsel: J Craig Cowgill, Esq.
J. CRAIG COWGILL & ASSOCIATES, P.C.
8100 Washington, Suite 120
Houston, TX 77007
Tel: (713) 956-0254
Fax: (713) 956-6284
E-mail: jccowgill@cowgillholmes.com
Scheduled Assets: $13,660,374
Scheduled Liabilities: $6,502,902
The petition was signed by James A. Redmond, president.
Debtor's List of Its 19 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Brazoria County Tax $168,314
Assessor
451 N. Velasco St.
Angleton, TX 77515-4442
Maxximedia $20,000
708 Main St.
Suite 850
Houston, TX 77002
Brazoria County Tax $16,737
Assessor
451 N. Velasco St.
Angleton, TX 77515-4442
Brazoria County Tax $3,794
Assessor
International Karting $1,253
Products
AT&T Mobility $1,097
Verizon T1 $944
Adobe Equipment Houston, $867
LLC
Killum Pest Control $428
Verison Southwest $425
Lake Hardware $388
Erling Sales & Service $378
ARC Supply $262
De Lage Landen $140
Direct TV $112
Brazosport Plumbing $102
& Supply
Fastenal $30
UPS $15
D.Scott Funk $1
MOUNTAIN PROPERTY: Escapes Chapter 7 Liquidation
------------------------------------------------
Mountain Property Development, Inc., in July saw the bankruptcy
judge entering an order converting its Chapter 11 case to
Chapter 7 liquidating.
The judge later vacated the order after the Debtor said it has
uploaded a separate order designating Robert Comes as responsible
individual of the Debtor.
The judge had entered the conversion order due to the Debtor's
failure to comply with a June order requiring it to serve an
application and order designating a responsible individual.
In its motion for reconsideration, the Debtor said that neither it
nor its attorney was aware that documents filed in May failed to
comply with the order. A review later determined that counsel had
"chosen an incorrect ecf designation" when he filed it on May 30.
About Mountain Property
Mountain Property Development, Inc., filed a bare-bones Chapter 11
petition (Bankr. N.D. Calif. Case No. 12-53090) in San Jose,
California, on April 24, 2012. Los Gatos, California-based
Mountain Property estimated assets and debts of $10 million to
$50 million. Principal assets are located in Steamboat Springs,
Colorado. The Law Offices of James M. Sullivan serves as the
Debtor's counsel. Judge Charles Novack presides over the case.
MSR RESORT: Embassy Suites Chain Owner Wants OK to Upgrade
----------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that the
owner of a chain of Embassy Suites-branded hotels is asking the
bankruptcy court to allow it to use the cash it has on hand to
upgrade the properties, as Hilton Worldwide threatens to pull its
franchise agreements.
About MSR Resort
MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.
On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding. CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.
Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.
Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011. The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.
James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel. Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor. Kurtzman Carson
Consultants LLC is the Debtors' claims agent.
The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings. In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.
The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.
The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.
MUELLER WATER: Moody's Affirms 'B3' CFR/PDR; Outlook Positive
-------------------------------------------------------------
Moody's Investors Service revised the rating outlook for Mueller
Water Products, Inc. to positive from stable and affirmed its
existing ratings, including its B3 corporate family and
probability of default ratings, B2 senior unsecured debt rating,
Caa2 senior subordinated debt rating, and SGL-2 speculative grade
liquidity rating.
Ratings Rationale
The change in outlook to positive from stable reflects Moody's
expectation that the company will continue to improve its
operating margins, in large part because of the disposition of
United States Pipe and Foundry Company LLC, which was a drag on
earnings and credit metrics. Moody's expects Mueller's adjusted
debt to EBITDA to fall below 5.0x on a sustained basis throughout
2013. Moody's also anticipates that Mueller will continue to
improve its interest coverage such that adjusted EBITA to interest
expense is sustained above 1.5x. Attainment of these two credit
metrics were cited as triggers for potential improvement in
Mueller's ratings and/or outlook at the time of Moody's last
credit opinion. Finally, residential construction markets, which
once constituted approximately 40% of Mueller's revenues but now
account for between 5% - 10%, are witnessing improvement. This
nascent recovery will have a positive effect on Mueller's end
markets in the long run.
The B3 corporate family rating reflects Moody's expectation that
Mueller will continue to face weak end markets in the near term as
economic uncertainties and budgetary issues for US municipalities
lead to their pushing out water infrastructure upgrades. In
addition, rising raw material costs are still pressuring operating
margins.
However, the ratings also acknowledge Mueller's strong market
position, its substantial installed base of diverse products that
can lead to a high percentage of recurring revenues, and the
growing and inevitable need to eventually repair and/or replace
aging water infrastructure systems and also maintain compliance
with EPA regulations. Furthermore, Mueller's sizable asset-based
revolving credit facility, its ability to generate positive,
albeit weak, free cash flow, and the absence of near-term debt
maturities strengthen the company's liquidity position.
The rating could benefit if Moody's were to project that Mueller's
adjusted debt to EBITDA will fall below 4.25x and adjusted EBITA
to interest expense is above 2.0x, both on a sustained basis.
The outlook and/or rating could be lowered if the company's
adjusted debt to EBITDA exceeded 6.0x and/or if adjusted EBITA to
interest expense falls below 1.25x .
The following ratings were affirmed:
B2 (LGD3, 38%) on the $200 million senior unsecured notes due
2020
Caa2 (LGD5, 81%) on the $420 million senior subordinated notes
due 2017
B3 Corporate family rating
Speculative grade liquidity rating of SGL-2
The principal methodology used in rating Mueller Water Products,
Inc. was the Global Manufacturing Industry Methodology published
in December 2010. 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 Atlanta, Georgia, Mueller Water Products, Inc. is
a North American manufacturer and supplier of water and
infrastructure and flow control products for use in water
distribution networks, water and wastewater treatment facilities,
and gas distribution and piping systems. Revenues and net losses
for the trailing 12 months ended June 30, 2012, including the
results of U.S. Pipe, were $1.4 billion and ($122 million),
respectively.
MUNICIPAL CORRECTIONS: Taps Schwartzer as Local Bankruptcy Counsel
------------------------------------------------------------------
Municipal Corrections, LLC, asks for authorization from the U.S.
Bankruptcy Court for the District of Nevada to employ Schwartzer &
McPherson Law Firm as local bankruptcy counsel.
Schwartzer will, among other things, prepare on behalf of the
Debtor any necessary motions, applications, answers, orders
reports and papers as required by applicable bankruptcy or
nonbankruptcy law, dictated by the demands of the case, or
required by the Court, and represent the Debtor in proceedings or
hearings, at these hourly rates:
Lenard E. Schwartzer $550
Jeanette E. McPherson $450
Jason A. Imes $350
Emelia L. Allen $250
Angela Hosey $150
Sheena Clow $150
Lenard E. Schwartzer, Esq., a partner at Schwartzer, attests to
the Court that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
About Municipal Corrections
Hamlin Capital, Oppenheimer Rochester and UMB, N.A. -- owed an
aggregate $90 million on a bond debt -- filed an involuntary
Chapter 11 petition for Municipal Corrections, LLC (Bankr. D. Nev.
Case No. 12-12253) on Feb. 29, 2012, in Las Vegas, Nevada. Jon T.
Pearson, Esq., at Ballard Spahr LLP, in Las Vegas, serves as
counsel to the petitioners.
MUNICIPAL CORRECTIONS: Wants to Hire Stone & Baxter as Counsel
--------------------------------------------------------------
Municipal Corrections, LLC, seeks permission from the U.S.
Bankruptcy Court for the District of Nevada to employ Stone &
Baxter, LLP, as its counsel, nunc pro tunc to the Petition Date.
Stone & Baxter will, among other things, assist the Debtor in
analyzing and pursuing any proposals relating to disposition of
assets of the Debtor's estate and prepare and advise the Debtor
regarding any Chapter 11 plan filed by the Debtor, at these hourly
rates:
Attorney $180-$395
Research Assistants & Paralegals $125
To the best of the Debtor's knowledge, Stone & Baxter is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Municipal Corrections
Hamlin Capital, Oppenheimer Rochester and UMB, N.A. -- owed an
aggregate $90 million on a bond debt -- filed an involuntary
Chapter 11 petition for Municipal Corrections, LLC (Bankr. D. Nev.
Case No. 12-12253) on Feb. 29, 2012, in Las Vegas, Nevada. Jon T.
Pearson, Esq., at Ballard Spahr LLP, in Las Vegas, serves as
counsel to the petitioners.
MUSCLEPHARM CORP: Terminates Equity Purchase Pact with Southridge
-----------------------------------------------------------------
MusclePharm Corporation provided written notice to Southridge
Partners II, LP, regarding the termination of the Equity Purchase
Agreement, dated Nov. 4, 2011. In conjunction with the
termination of the Equity Agreement, the Company terminated the
Registration Rights Agreement, dated Nov. 4, 2011, by and between
the Company and Southridge. Upon termination of the Registration
Rights Agreement, the Company is no longer under any obligation to
register any of its securities for Southridge.
Pursuant to the Equity Purchase Agreement, the Investor commited
to purchase up to $10,000,000 of the Company's common stock
over the course of 24 months commencing on the effective date of
the initial Registration Statement, covering the Registrable
Securities pursuant to the Equity Purchase Agreement.
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances. MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe. MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.
In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern. The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at Dec.
31, 2011.
The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.
The Company's balance sheet at June 30, 2012, showed $4.72 million
in total assets, $15.73 million in total liabilities, and a
$11.01 million in total stockholders' deficit.
NAVISTAR INTERNATIONAL: To Incur $60MM of Restructuring Charges
---------------------------------------------------------------
Navistar International Corporation estimated that it will incur
between $40 million and $60 million of restructuring charges
associated with the potential reduction in personnel. The
estimate is based on the number of employees that applied for and
are expected to be accepted into the voluntary separation program,
as well as the number of employees to be impacted by the
involuntary reduction in force. The Company expects to complete
the VSP and involuntary reduction in force, and recognize
substantially all of the related charges, in the fourth quarter of
2012.
As reported, Navistar communicated to employees that it is taking
actions to control spending across the Company with targeted
reductions of certain costs. In addition to the expected
integration synergies resulting from its ongoing efforts to
consolidate its truck and engine engineering operations, as well
as the relocation of its world headquarters, the Company is
focusing on continued reductions in the amount of discretionary
spending, including but not limited to reductions from
efficiencies, or prioritizing or eliminating certain programs or
projects.
Employees who applied and are accepted in the VSP will receive
enhanced exit benefits.
Along with the employees that choose to participate in the VSP, it
will use attrition and, if necessary, an involuntary reduction in
force to eliminate additional positions in order to meet its
targeted reductions goal. Severance benefits of various amounts,
depending on the pay grade and length of service of the affected
employees, would be payable under the reduction in force.
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.
* * *
In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1. The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.
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.
As reported by the TCR on Aug. 8, 2012, Fitch Ratings has
downgraded the Issuer Default Ratings (IDR) for Navistar
International Corporation (NAV) and Navistar Financial
Corporation (NFC) to 'B-' from 'B+'. The rating downgrades for
NAV and NFC consider the negative impact of recent developments
including already weak operating results in 2012 that are likely
to be worse than previously expected by Fitch.
NAVISTAR INTERNATIONAL: Increases Funding Facility to $750-Mil.
---------------------------------------------------------------
Navistar Financial Corporation, an affiliate of Navistar, Inc.,
has signed agreements to renew and increase its largest dealer
inventory funding facility to $750 million, effective Aug. 29,
2012. The facility is funded through three of NFC's major
relationship banks.
"We continue to have strong access to capital to support
Navistar's growth," said Phyllis Cochran, president and chief
executive officer, NFC. "The quality of our portfolio and
strength of our dealer network have earned the ongoing confidence
and support of our relationship banks."
The one-year renewal includes an increase of $250 million over the
prior year, in anticipation of the maturity of a $350 million debt
issuance in October.
"The increase allows us greater flexibility in funding wholesale
assets," said Bill McMenamin, vice president, treasurer and chief
financial officer, NFC. "This deal aligns well with our long-term
strategy by helping us support our dealer network and the sale of
Navistar products."
NFC provides financing programs and services tailored to support
Navistar's dealer and customer equipment financing needs.
A complete copy of the Form 8-K disclosure is available at:
http://is.gd/8oZD7N
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.
* * *
In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1. The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.
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.
As reported by the TCR on Aug. 8, 2012, Fitch Ratings has
downgraded the Issuer Default Ratings (IDR) for Navistar
International Corporation (NAV) and Navistar Financial
Corporation (NFC) to 'B-' from 'B+'. The rating downgrades for
NAV and NFC consider the negative impact of recent developments
including already weak operating results in 2012 that are likely
to be worse than previously expected by Fitch.
NAVISTAR INTERNATIONAL: Names L. Campbell Chairman & Interim CEO
----------------------------------------------------------------
Navistar International Corporation's Board of Directors has
appointed Lewis B. Campbell Executive Chairman of the Board of
Directors and interim Chief Executive Officer. Daniel C. Ustian
has informed the Board that he is retiring as Chairman, President,
and Chief Executive Officer, effective immediately. He is
concurrently leaving the Board of Directors. The Company also
promoted Troy A. Clarke, currently President of Truck and Engine
operations at Navistar, to the position of President and Chief
Operating Officer of Navistar.
"Lewis Campbell is a high-caliber executive who brings to Navistar
deep and broad strategic, technical and operational skills and a
proven track record of leadership with global industrial companies
- including twenty-four years of experience in product design,
engineering and manufacturing in General Motors' automotive,
trucking and component businesses and seventeen years in senior
leadership positions at Textron including more than 10 years as
Chairman, President and CEO. We are very pleased to have him join
the team," said Michael N. Hammes, Navistar's independent Lead
Director. "We are also pleased to promote Troy Clarke to
President and COO in recognition of the significant contributions
he has made in challenging assignments since joining the Company
in early 2010. Our Board and management are aligned around a
clear path forward, and we are confident that under the leadership
of Lewis and Troy, Navistar will make continuing progress in
executing its near-term strategic priorities, driving growth and
creating shareholder value." Hammes added, "We appreciate Dan's
many contributions and accomplishments during his 37-year career
at Navistar. Under his leadership, Navistar's revenue grew from
approximately $7.7 billion to approximately $14 billion as the
Company significantly expanded its global reach and diversified
its product portfolio, including the addition of Navistar's
military business. We thank Dan for his dedicated service and
wish him all the best in the future."
"I am honored to join the Board of Navistar in the new role of
Executive Chairman and to serve as CEO," Campbell said. "I look
forward to working with Navistar's strong leadership team and
talented employees, as we continue to take steps to provide
dealers and customers with best-in-class products, enhance the
Company's competitive position, and build on Navistar's platform
for generating profitable growth. At the appropriate time, we
will conduct a search for a long-term CEO, which will include
internal and external candidates."
Mr. Campbell, 66, served as Chairman of Textron Inc., a $12
billion publicly traded industrial company, from 1999 to 2010,
Chief Executive Officer from 1998 to 2009 and President for most
of the period from 1994 to 2009. Under Mr. Campbell's leadership
Textron successfully underwent a significant transformation to
increase efficiency of operations, consolidate manufacturing
facilities, outsource non-core operations and increase new product
development. Mr. Campbell initially joined Textron as Chief
Operating Officer in 1992. Prior to joining Textron, Campbell
spent 24 years at General Motors Co., where he served in a variety
of roles including Vice President and General Manager, Flint
Automotive Division for Buick/Oldsmobile/Cadillac, as well as Vice
President and General Manager, GMC Truck. Mr. Campbell holds a
B.S. in mechanical engineering from Duke University.
Mr. Campbell currently serves on the Board of Directors of
Bristol-Myers Squibb Company (NYSE: BMY), where he has been Lead
Independent Director since 2008. He is also a member of the Board
of Directors of Sensata Technologies Holding N.V. (NYSE: ST) and
the Board of Trustees of Noblis, Inc., a not-for-profit science,
technology and strategy organization.
Prior to his appointment as President of Truck and Engine
operations at Navistar, Clarke, 57, served as President of the
Company's Asia Pacific operations. Clarke joined Navistar in
January 2010 as Senior Vice President, Strategic Initiatives.
Previously, Clarke spent more than 35 years with General Motors
Co. where he served in a variety of roles, including President of
General Motors North America, President and Managing Director of
GM's Mexico operation, Vice President of Manufacturing and Labor
Relations, and President of GM Asia Pacific. He has a B.S. in
mechanical engineering from General Motors Institute, as well as
an M.B.A. from the University of Michigan.
The Company will pay Mr. Campbell an annual base salary of
$500,000 as compensation for his services to the Company. Mr.
Campbell will participate in the Company's Annual Incentive Plan
for the 2013 fiscal year and will be eligible to earn an annual
cash incentive bonus based upon the attainment of performance
goals established by the Board, with a target annual incentive for
the 2013 fiscal year of $1,000,000, and subject to the terms and
conditions of the Company's Annual Incentive Plan or other annual
incentive program, on the same terms and conditions that apply to
other senior executives generally.
A complete copy of the Form 8-K is available for free at:
http://is.gd/8oZD7N
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.
* * *
In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1. The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.
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.
As reported by the TCR on Aug. 8, 2012, Fitch Ratings has
downgraded the Issuer Default Ratings (IDR) for Navistar
International Corporation (NAV) and Navistar Financial
Corporation (NFC) to 'B-' from 'B+'. The rating downgrades for
NAV and NFC consider the negative impact of recent developments
including already weak operating results in 2012 that are likely
to be worse than previously expected by Fitch.
NXT ENERGY: Swings to C$30,660 Net Income in Second Quarter
-----------------------------------------------------------
NXT Energy Solutions Inc. reported net income of C$30,660 on
C$2.4 million of survey revenue for the three month period ended
June 30, 2012, compared with a net loss of C$692,510 on C$144,650
of survey revenue for the corresponding period of 2011.
For the six month period ended June 30, 2012, the Company had net
income of C$368,588 on C$5.2 million of survey revenue, compared
with a net loss of C$1.5 million on C$144,650 of survey revenue
for the same period of the prior year.
The Company notes that operating results are not readily
comparable on a quarter to quarter, or year over year basis.
"This is because revenues are derived from periodic large value
survey projects, which can be conducted in a relatively short time
frame, but can have a large effect on any single period in which
they occur. Also, NXT applies the completed contract method of
revenue recognition, such that revenue and costs are deferred and
recognized in the quarter in which the survey project is formally
completed."
The Company's balance sheet at June 30, 2012, showed C$4.5 million
in total assets, C$1.1 million in total liabilities, and
stockholders' equity of C$3.4 million.
According to the Company, there is substantial doubt about the
appropriateness of the use of the going concern assumption because
NXT has experienced losses and negative cash flow from operations
over the past several years and has traditionally had minimal
working capital. "NXT recognizes that current working capital and
contracts in process may not be sufficient to support the
operations beyond the next twelve months without generating
significant additional revenues and / or capital."
"NXT anticipates it will be able to expand operations in order to
generate both net income and cash from operations in future years
with its existing business model; however, the occurrence and
timing of this outcome cannot be predicted with certainty."
A full-text copy of the consolidated financial statements for the
three and six month periods ended June 30, 2012, is available for
free at http://is.gd/GLrfnb
A full-text copy of the Management's Discussion and
Analysis of the consolidated financial statements for the three
and six month periods ended June 30, 2012, is available for free
at http://is.gd/LRYWKg
NXT Energy Solutions Inc. (TSX-V: SFD; OTC BB: NSFDF) is a Calgary
based company whose proprietary airborne Stress Field Detection
("SFD(R)") survey system provides a proprietary survey method that
can be used both onshore and offshore to remotely identify
potential hydrocarbon traps and reservoirs. The SFD(R) survey
system enables the Company's clients to focus their hydrocarbon
exploration decisions concerning land commitments, data
acquisition expenditures and prospect prioritization on areas with
the greatest potential.
* * *
KPMG LLP, in Calgary, Canada, expressed substantial doubt about
NXT'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 experienced losses
and negative cash flow from operations over the past several years
and has traditionally had minimal working capital. "NXT
recognizes that current working capital and contracts in process
may not be sufficient to support the operations beyond the next
twelve months without generating significant additional revenues
and / or capital."
OAKLAND POLICE DEPARTMENT: In the Brink of Receivership
-------------------------------------------------------
Matthai Kuruvila at the San Francisco Chronicle reports that nine
years of efforts to bring Oakland's Police Department into
compliance with a legal settlement from a federal civil rights
lawsuit has cost the city millions and embroiled city leaders in a
quagmire of legal complications.
The sluggish pace of change on reforms now threatens to put the
department into federal receivership, with politicians, a court-
appointed monitor, lawyers and city bureaucrats readying for
battle over federal control, according to the San Francisco
Chronicle.
But a coalition of Oakland residents is worried that federal
control would further distance Police Department priorities from
residents' needs in the state's most violent city, the report
relates. They say bureaucracy is taking precedence over their
safety, the Chronicle notes.
The report discloses that in the court settlement discussions and
reports from the monitor who measures compliance, "there's never
any discussion there about Oakland's most serious problem, violent
crime," said Bruce Nye, board chair for Make Oakland Better Now, a
good government group.
The group is planning to legally intervene in the court
settlement, which it hopes will allow group members to push for a
mediator to resolve the outstanding issues, avoid federal
receivership and offer a counterweight to what they say are
overzealous efforts on the part of the monitor, the Chronicle
says.
The Chronicle notes that the reforms are driven by the legal
settlement, which was reached after four officers were accused of
systematically framing and beating suspects. The reforms require
department compliance on 51 tasks, like tight timelines for
internal investigations and demographic details on every officer
stop, the report relates.
John Burris, a lawyer for plaintiffs in the original lawsuit, said
he was opposed to the residents' efforts, the report relays.
The Chronicle discloses that the group of residents include Nye's
group and community policing advocates Don Link and Bishop Bob
Jackson, minister of one of Oakland's largest churches, Acts Full
Gospel Church of God in Christ in East Oakland. The Oakland
Metropolitan Chamber of Commerce and other groups representing
Latinos and Oakland Chinatown said they intend to file legal
papers and join the lawsuit so that their voices will be heard as
the case is resolved, the report says. They fear that costs will
balloon and taxpayers will bear the brunt if the Police Department
is put under outside control.
OLSEN AGRICULTURE: 6-Year Repayment Plan Declared Effective
-----------------------------------------------------------
Justin Much at Statesman Journal reports that Olsen Agriculture
exited bankruptcy beginning Sept. 1, 2012, after Judge Frank R.
Alley of the United States Bankruptcy Court District of Oregon
approved a reorganization plan with which the Company is allowed
to pay off its creditors over a six-year span.
According to the report, work on the reorganization plan began
June 1, 2011, and specifics were ironed out in late August.
"Anytime you have a lot of debt, there are going to be some
obstacles," the report quotes Olsen Ag General Manager Ben Hanna
as saying. "We sold some land . . . it's a six-year plan. We are
in debt around $25 million right now. The plan will be to pay off
the unsecured creditors and reestablish a $3 million operating
line of credit."
The report relates Olsen Ag returned approximately 1,600 acres of
farmland to its primary lender, Rabo Agrifinance, in exchange for
reduction of debt. It farms around 6,500 acres.
The report says Mr. Hanna affirmed that during the reorganization
process, two share holders, James Olsen and Robin Olsen, were
removed from their positions in the organization last January.
"Basically, what Saturday means is the company is no longer in
bankruptcy and under the supervision of bankruptcy court...as long
as it meets the plan of reorganization," the report quotes Gary
Lawrence of Hamstreet & Associates, Olsen Ag's restructuring
advisor, as noting.
About Olsen Agricultural Enterprises
Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC is
the surviving entity of a merger transaction that was consummated
on June 1, 2011. In the merger transaction, Olsen Agricultural
Company, Inc., an Oregon corporation, Jenks-Olsen Land Co., an
Oregon general partnership, Olsen Vineyard Company, LLC, an Oregon
limited liability company and The Olsen Farms Family Limited
Partnership were merged with and into Olsen Agricultural
Enterprises.
Olsen Agricultural Enterprises filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 11-62723) on June 1, 2011. Judge Frank
R. Alley III presides over the case. Clyde A. Hamstreet &
Associates, LLC, serves as the Debtor's restructuring consultant
and financial advisor. The petition was signed by Robin G. Olsen,
operations director.
An official committee of unsecured creditors has been appointed in
the case.
ORAGENICS INC: Files Form S-1, Registers 9.4-Mil. Common Shares
---------------------------------------------------------------
Oragenics, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the
resale by Fidelity Select Portfolios: Biotechnology Portfolio,
MSD Credit Opportunity Master Fund, L.P., NRM VII Holdings I, LLC,
et al., of up to 9,437,834 shares of the Company's Common Stock,
par value $0.001 per share.
The Common Stock was acquired by the Selling Shareholders in
connection with a private placement offering the Company completed
in July 2012. The Company is registering the resale of the Common
Stock as required by the Registration Rights Agreement the Company
entered into with the Selling Shareholders in connection with the
July 2012 Private Placement.
The Company will not receive any of the proceeds from the Common
Stock sold by the Selling Shareholders.
The Company has agreed to pay certain expenses in connection with
this registration statement and to indemnify the Selling
Shareholders against certain liabilities. The Selling
Shareholders will pay all underwriting discounts and selling
commissions, if any, in connection with the sale of the shares of
Common Stock.
The Company's Common Stock is traded on the OTC Bulletin Board
under the symbol "ORNI." On Aug. 30, 2012, the last reported sale
price of the Company's Common Stock was $2.27 per share.
A copy of the Form S-1 prospectus is available for free at:
http://is.gd/BwANRQ
About Oragenics Inc.
Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics. Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3. Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.
In its audit report on the Company's 2011 financial statements,
Mayer Hoffman McCann P.C., in Clearwater, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern. The independent auditors noted that the Company
has incurred recurring operating losses, negative operating cash
flows and has an accumulated deficit.
The Company reported a net loss of $7.67 million in 2011, compared
with a net loss of $7.80 million in 2010.
The Company's balance sheet at June 30, 2012, showed $1.98 million
in total assets, $3.43 million in total liabilities and a $1.44
million total shareholders' deficit.
Bankruptcy Warning
The Company said in its annual report for the year ended Dec. 31,
2011, that its loan agreement with the Koski Family Limited
Partnership matures in three years and select material assets of
the Company relating to or connected with its ProBiora3, SMaRT
Replacement Therapy, MU1140 and LPT3-04 technologies have been
pledged as collateral to secure the Company's borrowings under the
Loan Agreement. This secured indebtedness could impede the
Company from raising the additional equity or debt capital the
Company needs to continue its operations even though the amount
borrowed under the Loan Agreement automatically converts into
equity upon a qualified equity financing of at least $5 million.
The Company's ability to repay the loan will depend largely upon
the Company's future operating performance and the Company cannot
assure that its business will generate sufficient cash flow or
that the Company will be able to raise the additional capital
necessary to repay the loan. If the Company is unable to generate
sufficient cash flow or are otherwise unable to raise the funds
necessary to repay the loan when it becomes due, the KFLP could
institute foreclosure proceedings against the Company's material
intellectual property assets and the Company could be forced into
bankruptcy or liquidation.
PEREGRINE FINANCIAL: Judge Denies Bid to Raise GC Pay
-----------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Carol A. Doyle refused to sign off on a $20,000 raise for
Peregrine Financial Group Inc.'s general counsel on Thursday,
telling the collapsed brokerage firm's liquidating trustee he
needs to first explain why the pay boost, which raised the ire of
commodity customers, is appropriate.
According to Bankruptcy Law360, Judge Doyle slated a hearing on
the salary increase issue for next week, but granted the rest of
Chapter 7 trustee Ira Bodenstein's motion to continue running
Peregrine's limited business operations.
About Peregrine Financial
Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.
Earlier that day, 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 CEO 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 is the regulated unit of the brokerage
PFGBest.
At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.
PINNACLE AIRLINES: Reaches Tentative Agreement with Union
---------------------------------------------------------
Pinnacle Airlines Corp.'s wholly owned subsidiary, Pinnacle
Airlines Inc., has reached a tentative agreement with the
Transport Workers Union of America, the legal representative of
the Pinnacle Airlines, Inc. Dispatchers group. Pinnacle is
seeking concessions from all of its employees in order to emerge
successfully from Chapter 11 proceedings with a competitive cost
structure. The two sides reached a tentative agreement on
concessions that cover pay, retirement, work rules and benefits.
The concessions would become effective when concessions are
implemented for other labor groups and non-union employees. TWU
members at the airline will now have the opportunity to vote on
the tentative agreement in the coming days and, if ratified, will
avoid the Section 1113 litigation process in bankruptcy court.
"The agreement was reached because TWU and management worked
together to complete a deal that enables us to move closer towards
restructuring Pinnacle with a competitive cost structure that will
allow us to exit Chapter 11 Bankruptcy proceedings and emerge as a
successful and competitive regional carrier. We appreciate the
hard work of TWU's negotiating committee and recognize the
importance of the hard-working men and women of the TWU as an
integral part of the safe and efficient operation of our airline,"
said Russ Elander, vice-president of operations.
Alex Giarrocco, TWU's local president, added, "We understand that
the company is in a very difficult financial situation and needs
the support of its employees to emerge from bankruptcy. Our
professional ranks recognize that our contribution, painful as it
is, is necessary for Pinnacle to reorganize its business to be
able to survive."
The tentative agreement remains subject to ratification by the TWU
membership, required corporate approvals, and review by the
Bankruptcy Court.
About Pinnacle Airlines
Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc. Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize. Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.
Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.
Judge Robert E. Gerber presides over the case. Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel. Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors. Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent. The petition
was signed by John Spanjers, executive vice president and chief
operating officer.
Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity. Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.
Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.
The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.
Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.
POSITIVEID CORP: Enters Into Asset Purchase Pact with VeriTeQ
-------------------------------------------------------------
PositiveID Corporation, on Jan. 11, 2012, it had entered into a
Stock Purchase Agreement with VeriTeQ Acquisition Corporation, a
corporation owned and controlled by Scott R. Silverman, the
Company's former chairman and chief executive officer, whereby
VeriTeQ purchased all of the outstanding capital stock of
PositiveID Animal Health in exchange for a secured promissory note
in the amount of $200,000 and 4 million shares of common stock of
VeriTeQ representing a 10% ownership interest at the time. The
Animal Health business included certain assets and liabilities
relating to the Company's implantable passive radio-frequency
identification microchip business, as well as all of the assets
and liabilities relating to the Company's Health Link business,
which is a patient-controlled, online repository to store personal
health information. The term "VeriChip Business" did not include
the GlucoChip, a glucose-sensing microchip based on the Company's
proprietary embedded biosensor intellectual property, or any
product or application involving blood glucose detection or
diabetes management. The Note is secured by substantially all of
the assets of Animal Health pursuant to a Security Agreement dated
Jan. 11, 2012.
In connection with the VeriTeQ Stock Purchase Agreement, the
Company entered into a License Agreement with VeriTeQ dated
Jan. 11, 2012, whereby the Company granted VeriTeQ a non-
exclusive, perpetual, non-transferable, license to utilize the
Company's bio-sensor implantable radio frequency identification
(RFID) device that is protected under United States Patent No.
7,125,382, "Embedded Bio Sensor System" for the purpose of
designing and constructing, using, selling and offering to sell
products or services related to the VeriChip Business, but
excluding the Restricted Applications. Under the Original License
Agreement, the Company was to receive royalties in the amount of
10% on all gross revenues arising out of or relating to VeriTeQ's
sale of products, whether by license or otherwise, specifically
relating to the Patent, and a royalty of 20% on gross revenues
generated under that certain Development and Supply Agreement
between the Company and Medical Components, Inc., dated April 2,
2009. The Company's right to the Medcomp royalty payments was to
terminate three years following written clearance by the United
States Food and Drug Administration of the Medcomp product that
incorporates the VeriChip product. On June 26, 2012, the Original
License Agreement was amended pursuant to which the license was
converted from a non-exclusive license to an exclusive license,
subject to VeriTeQ meeting certain minimum royalty requirements.
On Aug. 28, 2012, the Company entered into an Asset Purchase
Agreement with VeriTeQ, whereby VeriTeQ purchased all of the
intellectual property, including patents and patents pending,
related to the Company's embedded biosensor portfolio of
intellectual property. Under the VeriTeQ Asset Purchase
Agreement, the Company is to receive royalties in the amount of
10% on all gross revenues arising out of or relating to VeriTeQ's
sale of products, whether by license or otherwise, specifically
relating to the embedded biosensor intellectual property, to be
calculated quarterly with royalty payments due within 30 days of
each quarter end. In 2012, there are no minimum royalty
requirements. Minimum royalty requirements thereafter, and
through the remaining life of any of the patents and patents
pending, are as follows:
* 2013 - $400,000;
* 2014 - $800,000; and
* 2015 - through expiration of the patents (patents granted and
pending) - $1,600,000.
The Company is also to receive a royalty payment of 20% of gross
revenues from products or services sold to Medcomp pursuant to the
Medcomp Agreement, and any successor agreements with Medcomp, to
be calculated quarterly with royalty payments due within 30 days
of each quarter end. The total cumulative royalty payments under
the Medcomp Agreement will not exceed $600,000.
Simultaneously with the VeriTeQ Asset Purchase Agreement, the
Company entered into a License Agreement with VeriTeQ granting the
Company an exclusive, perpetual, transferable, worldwide and
royalty-free license to the Patent and patents pending that are a
component of the GlucoChip in the fields of blood glucose
monitoring and diabetes management. In connection with the
VeriTeQ Asset Purchase Agreement, the Original License Agreement,
as amended June 26, 2012, was terminated. Also on Aug. 28, 2012,
the Security Agreement was amended, pursuant to which the assets
sold by the Company to VeriTeQ under the VeriTeQ Asset Purchase
Agreement and the related royalty payments were added as
collateral under the Security Agreement.
The Company also entered into a Shared Services Agreement with
VeriTeQ on Jan. 11, 2012, whereby the Company agreed to provide
certain services to VeriTeQ in exchange for $30,000 per month,
commencing Jan. 23, 2012. On June 25, 2012, the Shared Services
Agreement was amended, pursuant to which, effective June 1, 2012,
the monthly charge for the shared services under the Shared
Services Agreement was reduced from $30,000 to $12,000. On
Aug. 28, 2012, the Shared Services Agreement was further amended,
pursuant to which, effective Sept. 1, 2012, the monthly charge for
the shared services under the Shared Services Agreement was
reduced from $12,000 to $5,000.
About PositiveID
Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market. Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.
EisnerAmper LLP, in New York, N.Y., expressed substantial doubt
about PositiveID'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 a
working capital deficiency and an accumulated deficit.
"Additionally, the Company has incurred operating losses since its
inception and expects operating losses to continue during 2012.
The Company's balance sheet at June 30, 2012, showed $3.18 million
in total assets, $5.58 million in total liabilities, all current,
and a $2.39 million total stockholders' deficit.
POYNT CORPORATION: BIA Creditor Protection Extended to Sept. 10
---------------------------------------------------------------
Poynt Corporation, a global leader in mobile local search and
advertising, disclosed that the Court of Queen's Bench of Alberta
granted an order extending its creditor protection until Sep. 10,
2012, and that an agreement has been made and approved by the
Court for debtor-in-possession financing for two-hundred and
C$220,000 at an interest rate of 20%.
The DIP Financing is secured against all of the Company's assets
and is repayable at the lender's demand following an event of
default. In any event, it will be repaid in full at the earliest
of: (i) twelve months from Aug. 30, 2012; (ii) the date on which
Poynt Corp. successfully completes all requirements of the
Company's Notice of Intention to Make a Proposal under the
Bankruptcy and Insolvency Act (Canada); (iii) the fifth business
day following the date on which the stay of proceedings ordered in
the Proposal Proceedings is terminated or lifted; or (iv) the
completion by the Company of any debt or equity financing in
excess of $1,000,000.
Subject to receipt of all required regulatory approvals, including
the approval of the TSX Venture Exchange, the Company has agreed
to issue 880,000 common shares to the DIP Lender as consideration
for taking the risk of providing of the DIP Financing. The common
shares will be subject to applicable hold periods or restricted
periods and resale restrictions imposed under applicable
securities laws, including, but not limited to, a hold period of
four months and one day following the date of issuance of the
common shares.
In addition, as consideration for the Company's first secured
lender consenting to the security granted by the Court to the DIP
Lender ranking in priority to the security granted to the Lender
and for further consenting to the DIP Financing and agreeing at
this time not to realize on the Lender's security, the Company has
agreed to pay the Lender a fee in the amount of CDN $60,000.
The DIP Financing will not be sufficient to fund the Company's
operations past the Sept. 10, 2012 stay extension date, however,
the DIP Financing provides the Company with the opportunity to
continue operations while working on the Proposal Proceedings and
its long-term business plan. The Company will require additional
DIP financing to successfully exit creditor protection.
Hardie & Kelly Inc. of Calgary, Alberta, is the trustee appointed
for the Company's Proposal Proceedings under the BIA.
About Poynt Corporation
Poynt Corp. -- http://about.poynt.com/-- is a global leader in
the mobile local advertising space. Its Location Based Search
(LBS) and advertising platform, Poynt, enhances a user's ability
to connect with the people, businesses and events most important
to them. Poynt is available on Android, iPhone, Windows Phone and
Nokia devices, along with BlackBerry smartphones and BlackBerry
PlayBook Tablets in Canada, the United States, Europe, India and
Australia.
REPLICEL LIFE: Had C$1.6 Million Net Loss in Second Quarter
-----------------------------------------------------------
RepliCel Life Sciences Inc., formerly Newcastle Resources Ltd.,
reported a comprehensive loss of C$1.6 million for the second
quarter ended June 30, 2012, compared with a comprehensive loss of
C$1.1 million for the same period of 2011.
For the six months ended June 30, 2012, the Company had a
comprehensive loss of C$2.4 million, compared with a comprehensive
loss of C$2.0 million for the same period last year.
The Company is currently in the research and development stage and
has not yet realized any revenues from its planned operations.
The Company's balance sheet at June 30, 2012, showed
C$1.7 million in total assets, C$1.4 million in total liabilities,
and shareholders equity of C$304,692n.
"At June 30, 2012, the Company is in the research stage, and has
accumulated losses of $9,262,828 since its inception and expects
to incur further losses in the development of its business, which
casts substantial doubt about the Company's ability to continue as
a going concern," the Company said in the filing.
A copy of the Form 6-K is available at http://is.gd/rKvalu
Headquartered in Vancouver, Canada, RepliCel Life Sciences Inc.
has developed RepliCel(TM), a natural hair cell replication
technology that has the potential to become the world's first,
minimally invasive solution for androgenetic alopecia (pattern
baldness) and general hair loss in men and women. RepliCel(TM) is
based on autologous cell implantation technology that replicates a
patient's hair cells from their own healthy hair follicles and,
when reintroduced into areas of hair loss, the Company hopes to
initiate natural hair regeneration. Patents for the technology
have been issued by the European Union and Australia and are
pending in other major international jurisdictions.
RESIDENTIAL CAPITAL: Nov. 9 Set as Claims Bar Date
--------------------------------------------------
The Bankruptcy Court has set November 9, 2012, at 5:00 p.m., as
the deadline for all persons and entities that assert a claim
against any of the Debtors that arose prior to the Petition Date
to file a proof of claim. Governmental units are required to file
their proofs of claim against any of the Debtors that arose prior
to the Petition Date on or before November 30, 2012, at 5:00 p.m.
About Residential Capital
Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.
Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.
ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.
ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.
Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel. Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.
ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets. At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio. Together, the asset
sales are expected to generate roughly $4 billion in proceeds.
Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23. A hearing to approve the sales was set for
Nov. 5. Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.
Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).
RESIDENTIAL CAPITAL: Homeowners Want Official Borrowers Committee
-----------------------------------------------------------------
A group of homeowners has filed a motion seeking the appointment
of a committee that will represent loan borrowers in the
bankruptcy cases of Residential Capital LLC and its affiliated
debtors.
The homeowners, whose loans were sold and securitized and are
currently held in the companies, assert claims which stemmed from
the latter's alleged "deceptive lending practices" and
"fraudulent servicing policies."
"Appointing a borrow committee will centralize and streamline a
method for the millions of homeowners affected by this
[bankruptcy] filing to have representation in this matter," said
the group's lawyer, Robert Brown, Esq., at Robert Brown P.C., in
New York.
Mr. Brown pointed out that the committee of unsecured creditors
is dominated by large financial institutions and insurers, which
prevents borrowers from having any say in the decision-making
process. "The committee simply has no interest in protecting the
interests of borrowers," he said.
According to Mr. Brown, four of the members of the Creditors'
Committee -- Wilmington Trust, NA, The Bank of New York Mellon
Trust Company, N.A., U.S. Bank National Association, Deutsche
Bank Trust Company Americas -- were involved in lending money to
various Debtor entities for loan originations, as well as acting
trustees and underwriters for securitizations. Many securitizing
participants are creditors and have other associations with the
trustee entities seated on the Creditors' Committee. This
dynamic makes it impossible for the Trustee Members to adequately
represent homeowners in this venue, Mr. Brown tells the Court.
Loyalty to other parties with whom the Trustee Members have many
interwoven relationships would supersede any loyalty to
homeowners, to which they are all adverse, Mr. Brown adds.
Securitizers, underwriters, trustees, and insurers are vulnerable
to claims that they conspired with, aided and abetted, or
otherwise supported illegal lending practices of Debtor entities,
Mr. Brown asserts. These entities, he says, may bring petitions
for protocols for breach-of-warranty, including inflated
appraisals and defective closing documents, which are directly
related to the same issues that borrower claimants can raise
against them.
In addition, borrowers may bring direct claims for relief like
equitable subordination against Trustee Members, making it
inherently impossible for the Trustee Members to adequately
represent the interests of those borrowers, Mr. Brown tells the
Court.
Three Committee members -- AIG Asset Management (U.S.), LLC, MBIA
Insurance Corporation and Financial Guaranty Insurance Company --
are insurers for various mortgage loans and securities and are
also adverse to certain homeowners and one Committee member --
Rowena L. Drennan -- a borrower claimant attorney is not enough
to adequately represent all homeowners, Mr. Brown adds.
A court hearing to consider approval of the motion is scheduled
for September 27. Objections are due by September 14.
Mr. Brown may be reached at:
Robert E. Brown
ROBERT E. BROWN, P.C.
44 Wall Street, 12th Floor
New York, NY 1005
Tel: (212) 766-9779
E-mail: rbrown@robertbrownlaw.com
About Residential Capital
Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.
Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.
ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.
ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.
Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel. Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.
ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets. At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio. Together, the asset
sales are expected to generate roughly $4 billion in proceeds.
Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23. A hearing to approve the sales was set for
Nov. 5. Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.
Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).
RESIDENTIAL CAPITAL: Unsecureds Propose San Marino as Consultant
----------------------------------------------------------------
The Official Committee of Unsecured Creditors has filed an
application to employ San Marino Business Partners LLC as its
consultant, nunc pro tunc to August 11, 2012.
The services to be provided by San Marino include the estimation
of put-back liabilities of Residential Capital LLC and its
affiliated debtors, and the analysis of their loan files. The
firm is also tasked to make an expert report and opinion about
the proposed settlement of $8.7 billion in claims held by
securitization trusts.
The Committee is currently investigating the merits of the RMBS
Settlement, which resolves potential representation and warranty
claims and other claims against certain of the Debtors held by up
to 392 securitization trusts for an $8.7 billion allowed claim.
San Marino will be paid on an hourly basis and will be reimbursed
of its expenses. The firm's managing director will get $975 per
hour while the support staff will get $200 to $400 per hour.
In connection with its employment, San Marino is contracting with
Coherent Economics to assist the firm. Coherent Economics will
also be paid on an hourly basis.
San Marino does not hold or represent interest adverse to
Residential Capital or to the committee, according to a
declaration by its managing director Bradford Cornell.
A court hearing to consider approval of the application is
scheduled for September 11. Objections are due by September 4.
About Residential Capital
Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.
Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.
ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.
ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.
Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel. Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.
ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets. At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio. Together, the asset
sales are expected to generate roughly $4 billion in proceeds.
Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23. A hearing to approve the sales was set for
Nov. 5. Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.
Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).
RESIDENTIAL CAPITAL: Hancock Parties Stay Suits vs. Ally
--------------------------------------------------------
Judge Martin Glenn approved Residential Capital LLC's agreement
with John Hancock Life Insurance Co. (U.S.A.) and eight other
parties.
The agreement calls for the extension of the automatic stay to
claims asserted by the Hancock parties in their lawsuit against
Ally Financial Inc. and other non-debtor affiliates of
Residential Capital. The lawsuit is pending in a federal court
in Minnesota.
About Residential Capital
Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.
Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.
ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.
ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.
Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel. Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.
ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets. At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio. Together, the asset
sales are expected to generate roughly $4 billion in proceeds.
Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23. A hearing to approve the sales was set for
Nov. 5. Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.
Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).
REVEL ENTERTAINMENT: Bank Debt Trades at 22% Off
------------------------------------------------
Participations in a syndicated loan under which Revel
Entertainment Group LLC is a borrower traded in the secondary
market at 78.15 cents-on-the-dollar during the week ended Friday,
Aug. 31, an increase of 3.78 percentage points from the previous
week according to data compiled by LSTA/Thomson Reuters MTM
Pricing 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 Caa1
rating and Standard & Poor's CCC rating. The loan is one of the
biggest gainers and losers among 172 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.
Revel Entertainment -- http://www.revelresorts.com/-- owns Revel,
a newly opened beachfront resort that features more than 1,800
rooms with sweeping ocean views. The smoke-free resort has indoor
and outdoor pools, gardens, lounges, a 32,000-square-foot spa, a
collection of 14 restaurant concepts, and a casino. Revel is
located on the Boardwalk at Connecticut Avenue in Atlantic City,
New Jersey.
RG STEEL: Deal to Sell Its Yorkville Plant Deal in Jeopardy
-----------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
Esmark Steel Group LLC is balking at closing on its deal to buy RG
Steel LLC's Yorkville, Ohio, operations, casting a shadow over the
sole bright spot for workers in the steelmaker's collapse.
About RG Steel
RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons. It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC. RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio. It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.
RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business. The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.
The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing. The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal. RG Steel LLC disclosed
$1,293,320,461 in assets and $1,050,005,993 in liabilities as of
the Chapter 11 filing.
Judge Kevin J. Carey presides over the case.
The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.
Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker. Donald
MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson
Consultants LLC is the claims and notice agent and provides
administrative services.
RG Steel LLC sold the Sparrows Point steel mill to liquidator
Hilco Industrial on Aug. 7 for about $72 million,
Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.
Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.
An official committee of unsecured creditors has been appointed in
the case. Kramer Levin Naftalis & Frankel LLP represents the
Committee. Saul Ewing LLP serves as co-counsel. Huron Consulting
Services LLC serves as its financial advisor.
ROSETTA GENOMICS: Sells 825,000 Ordinary Shares to Underwriters
---------------------------------------------------------------
Rosetta Genomics Ltd. sold an additional 825,000 ordinary shares
pursuant to the exercise by the underwriter of the over-allotment
option granted to the underwriter in connection with Rosetta's
recent public offering of 5.5 million ordinary shares at a price
to the public of $5.00 per share. The gross proceeds to Rosetta
from the offering, including the exercise of the over-allotment
option, were approximately $31.6 million, before deducting
underwriting discounts and commissions and other offering expenses
payable by Rosetta.
Aegis Capital Corp. acted as the sole book-running manager for the
offering.
A registration statement on Form F-1 relating to the shares was
filed with the Securities and Exchange Commission and was declared
effective on Aug. 2, 2012. A final prospectus relating to the
offering has been filed with the SEC and is available on the SEC's
Web site at http://www.sec.gov. Copies of the final prospectus
relating to the offering may be obtained from the offices of Aegis
Capital Corp., Prospectus Department, 810 Seventh Avenue, 18th
Floor, New York, NY, 10019, telephone: 212-813-1010 or email:
prospectus@aegiscap.com, or from the above-mentioned SEC Web site.
About Rosetta
Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs. MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies. The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.
In its auditors' report for the 2011 financial statements, Kost
Forer Gabbay & Kasierer, in Tel-Aviv, Israel, expressed
substantial doubt about Rosetta Genomics' ability to continue as a
going concern. The independent auditors noted that the Company
has incurred recurring operating losses and generated negative
cash flows from operating activities in each of the three years in
the period ended Dec. 31, 2011.
The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.
The Company's balance sheet at Dec. 31, 2011, showed $2.04 million
in total assets, $2.40 million in total liabilities, and a
stockholders' deficit of $356,000.
Bankruptcy Warning
The Company said in its annual report for the year ended Dec. 31,
2011, "We have used substantial funds to discover, develop and
protect our microRNA tests and technologies and will require
substantial additional funds to continue our operations. Based on
our current operations, our existing funds, including the proceeds
from the January 2012 debt financing, will only be sufficient to
fund operations until late May, 2012. We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings. Additional funds may not be
available to us when needed on acceptable terms, or at all. In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders. For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result. Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities. If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs. We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own. Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States."
ROSETTA GENOMICS: Annual General Meeting Scheduled for Oct. 5
-------------------------------------------------------------
Rosetta Genomics Ltd. notified its shareholders that an Annual
General Meeting will be held at the offices of the Company at 10
Plaut St., Rehovot, Israel on Oct. 5, 2012 at 16:00 (Israel
Standard Time) for these purposes:
1. To re-elect Dr. David Sidransky and Mr. Joshua Rosensweig to
serve as a Class II directors of the Company until the
annual general meeting of the Company's shareholders to be
held in 2015 in accordance with the Company's Articles of
Association and to elect Mr. Roy N. Davis to serve as a
Class III director of the Company until the annual general
meeting of the Company's shareholders to be held in 2013 in
accordance with the Company's Articles of Association;
2. To approve the remuneration for Mr. Roy N. Davis as a
director of the Company;
3. To approve the remuneration for all the directors of the
Company;
4. To approve the remuneration for Mr. Brian A. Markison, the
chairman of the Board of Directors of the Company;
5. To re-appoint Kost, Forer, Gabbay & Kasierer, a member firm
of Ernst & Young Global, as the Company's independent
registered public accounting firm for the fiscal year ending
Dec. 31, 2012, and until the next annual general meeting,
and to authorize the Board to determine the remuneration of
KFGK in accordance with the volume and nature of their
services, provided that remuneration is also approved by the
Audit Committee of the Board;
6. To approve the addition of 853,770 ordinary shares, nominal
(par) value NIS 0.6 each, to the shares authorized for
issuance under the Company's Global Share Incentive Plan,
so that the total number of Ordinary Shares authorized for
issuance under the GSIP will equal 900,000;
7. To approve the extension of the GSIP for an additional
period of 10 years from the date of the Annual Meeting;
8. To approve the availability for allotment to any and all
U.S.-based Eligible Participants, all available un-allotted
options transferred from the Israeli Stock Option Plan
adopted in 2003 to the GSIP; and
9. To receive and consider the report of the independent
registered public accounting firm and the Consolidated
Financial Statements of the Company for the fiscal year
ended Dec. 31, 2011.
Shareholders of record at the close of trading on Aug. 30, 2012,
are entitled to notice of, and to vote at, the Annual Meeting.
A copy of the Notice is available for free at:
http://is.gd/NQDIVr
About Rosetta
Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs. MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies. The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.
In its auditors' report for the 2011 financial statements, Kost
Forer Gabbay & Kasierer, in Tel-Aviv, Israel, expressed
substantial doubt about Rosetta Genomics' ability to continue as a
going concern. The independent auditors noted that the Company
has incurred recurring operating losses and generated negative
cash flows from operating activities in each of the three years in
the period ended Dec. 31, 2011.
The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.
The Company's balance sheet at Dec. 31, 2011, showed $2.04 million
in total assets, $2.40 million in total liabilities, and a
stockholders' deficit of $356,000.
Bankruptcy Warning
The Company said in its annual report for the year ended Dec. 31,
2011, "We have used substantial funds to discover, develop and
protect our microRNA tests and technologies and will require
substantial additional funds to continue our operations. Based on
our current operations, our existing funds, including the proceeds
from the January 2012 debt financing, will only be sufficient to
fund operations until late May, 2012. We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings. Additional funds may not be
available to us when needed on acceptable terms, or at all. In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders. For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result. Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities. If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs. We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own. Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States."
RUSSEL METALS: Apex Acquisition Won't Affect Moody's Ba1 Ratings
----------------------------------------------------------------
Moody's Investors Service commented that Russel Metals'
announcement concerning a potential acquisition of Apex
Distribution Inc. is unlikely to affect its Ba1 ratings.
SANDS CASTLES: Files for Chapter 11 in Houston
----------------------------------------------
Sands Castles Ventures, L.L.C., filed a bare-bones Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-36465) on Aug. 31, 2012,
estimating at least $100 million in assets and liabilities. The
Debtor's Chapter 11 plan is due Feb. 27, 2013.
SANTEON GROUP: Incurs $122,600 Net Loss in First Quarter of 2011
----------------------------------------------------------------
Santeon Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $122,640 on $510,054 of revenue for the three months ended
March 31, 2011, compared with a net loss of $4,509 on $205,621 of
revenue for the same period during the prior year.
The Company's balance sheet at March 31, 2011, showed $735,685 in
total assets, $851,379 in total liabilities, all current, and a
$115,694 total stockholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/SKcsHm
Reston, Va.-based Santeon Group, Inc., is a diversified software
products and services company specializing in the transformation
and optimization of business through the deployment or the
development of innovative products and services using Agile
mindsets in the information systems/technology, healthcare,
environmental/energy and media sectors. The Company's innovative
software solutions enable organizations to optimize performance
and maximize revenues. The Company's clients include state and
local governments, federal agencies and numerous private sector
customers.
In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, RBSM LLP, in New
York, N.Y., expressed substantial doubt about Santeon's ability to
continue as a going concern. The independent auditors noted that
the Company has suffered losses from operations and is
experiencing difficulty in generating sufficient cash flows to
meet its obligations and sustain its operations.
The Company reported a net loss of $475,333 on $2.2 million of
revenues for 2011, compared with a net loss of $699,993 on
$1.3 million of revenues for 2010.
The Company's balance sheet at June 30, 2012, showed $1.0 million
in total assets, $1.2 million in total liabilities, and a
stockholders' deficit of $173,180.
SCC KYLE PARTNERS: Files for Chapter 11 in Austin
-------------------------------------------------
SCC Kyle Partners, Ltd., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11978) on Aug. 31, 2012. No first day motions
were filed other than an application to employ Eric J. Taube and
Hohmann, Taube & Summers, LLP, as counsel. The Debtor estimated
assets and debts of $10 million to $50 million.
SKY KING: Charter Airline Returns to Bankruptcy
-----------------------------------------------
Sky King, Inc., doing business as Sky King Airlines, filed a
Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-35905) on
Aug. 31, 2012, estimating less than $50 million in assets and
liabilities.
Sky King, Inc. -- http://www.flyskyking.net/-- is a charter
airline based in Sacramento, California. The airline provides
charter service to sports teams and businesses using Boeing 737
aircraft. Sky King was founded by Gregg Lukenbill in July 1990,
then the managing partner of the NBA's Sacramento Kings.
Sky King first filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Calif. Case No. 10-25657) on March 9, 2010. It emerged in
June 11 with new owner Aviation Capital Partners Group.
SOUTH LAKES DAIRY: Files for Chapter 11 in Fresno
-------------------------------------------------
South Lakes Dairy Farm filed a bare-bones Chapter 11 petition
(Bankr. E.D. Calif. Case No. 12-17458) in Fresno, California on
Aug. 30.
The Debtor disclosed $19.5 million in assets and $25.4 million in
liabilities in its schedules. The Debtor didn't disclose any real
property. The Debtor said it has $1.97 million in accounts
receivable charged to Dairy Farmers of America on account of milk
proceeds, and that it has cattle worth $12.06 million. The farm
owns $12.7 million to Wells Fargo Bank on a secured note.
A copy of the schedules is available for free at
http://bankrupt.com/misc/caeb12-17458.pdf
The Debtor has tapped Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, as counsel.
The Debtor has agreed to pay the firm based on these hourly rates:
Jacob L. Eaton $265
Other Partners or Sr. Attorneys $265 to $425
Associate or Junior Attorneys $155 to $295
Legal Assistants $85 to $150
The Debtor has paid the firm a retainer of $50,000. The firm
applied $20,884 to fees and costs incurred prepetition.
SOUTH LAKES DAIRY: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: South Lakes Dairy Farm,
a California general partnership
P.O. Box 1017
Tipton, CA 93272
Bankruptcy Case No.: 12-17458
Chapter 11 Petition Date: August 30, 2012
Court: United States Bankruptcy Court
Eastern District of California (Fresno)
Judge: W. Richard Lee
Debtor's Counsel: Jacob L. Eaton, Esq.
KLEIN, DENATALE, GOLDNER, ET AL
4550 California Ave 2nd Fl
Bakersfield, CA 93309
Tel: (661) 395-1000
Fax: (661) 326-0418
E-mail: jeaton@kleinlaw.com
Scheduled Assets: $19,447,981
Scheduled Liabilities: $25,358,624
The petition was signed by Manuel Rodrigues, general partner.
Debtor's List of Its 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
J.D. Heiskell & Co. UCC-1 Financing $1,089,527
P.O. Box 1379 Statement
Tulare, CA 93275
Pitigliano Farms Farming services $782,006
P.O. Box 9
Tipton, CA 93272
Fred Schakel and Personal loan to $766,112
Audrey Schakel corporation
Trustees of the
Schakel Family Trust
dated Nov. 5, 2012
1916 Cabernet Drive
Tulare, CA 93274
Troost Hay Sales Purchase of feed $426,575
400 Carsen Way
Shafter, CA 93263
Gillespie Ag Service Purchase of $402,340
15301 Rd 192 pesticides, seed
Porterville, and fertilizers
CA 93257-8967
Seley & Co. UCC-1 Financing $345,535
P.O. Box 36 Statement
South Pasadena, CA
91030-0036
Gavilon Purchase of feed $328,090
P.O. Box 100974
Pasadena, CA
91189-0974
Reenders Bros. Purchase of feed $316,319
P.O. Box 1142
Hanford, CA 93232
Vieira Custom Chopping Silage chopping $310,736
Service Inc.
P.O. Box 373
Tulare, CA 93275
Cal-by Products Purchase of feed $309,550
P.O. Box 9247
Fresno, CA
93791-9247
Western Milling Purchase of feed $215,637
Quality Feed
Penny Newman Grain Co. Purchase of feed $162,620
Kern Medical Center Settlement payments $144,500
Center for Race, Settlement payments $144,500
Poverty and Environment
Nutrius, LLC Purchase of feed $144,181
Animal Health Intl, Inc. Dairy Supplies $137,889
Cargill Animal Nutrition Purchase of feed $122,149
Carolyn Pate Personal loan to $79,676
partnership
M&R Transport Millcard feed hauling $78,797
Elanco Purchase of grain $68,073
SP NEWSPRINT: Seeks Approval to Increase Bankruptcy Loan
--------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that SP
Newsprint Holdings LLC wants court permission to increase its
bankruptcy loan to $67 million, saying it needs the extra money to
close the proposed sale of its assets.
About SP Newsprint
Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.
SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant. It is one of the largest
producers of newsprint in North America. SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.
SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years. Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.
Judge Christopher S. Sontchi presides over the case. Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel. Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel. AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent. SP Newsprint Co., LLC, disclosed
$318 million in assets and $323 million in liabilities as of the
Chapter 11 filing. The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.
The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC. Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.
SPECTRE PERFORMANCE: Wants Shulman Hodges to Handle Avery Case
--------------------------------------------------------------
Spectre Performance seeks authorization from the U.S. Bankruptcy
Court for the Central District of California to expand Shulman
Hodges & Bastian LLP's employment to include services necessary to
assist the Debtor to finalize the settlement in the Zina Avery
lawsuit.
As reported by the Troubled Company Reporter on June 15, 2012, the
Debtor sought permission from the Bankruptcy Court to employ
Shulman Hodges as general counsel. On June 25, 2012, the
Bankruptcy Court approved Shulman Hodges' employment.
"A matter impacting the Debtor's financial affairs has been the
lawsuit styled Anthony and Zina Avery v. Spectre Performance and
Autozone Parts, Inc., pending in the United States District Court
for the Central District of California," the Debtor says. The
Avery Action involves claims alleging a "class" of purchasers of
Debtor's air filter part number 88-9332, with a subclass of
consumers who suffered economic damage or physical injury as a
result of Debtor's product. The Debtor and co-defendant Autozone
Parts, Inc., deny the claims and contentions alleged by the
plaintiffs in the Avery Action and specifically deny that there is
any "defect" in the Debtor's air filter products, or that it is
possible for the vehicle to be "stuck" in an "uncontrollable fast
acceleration mode."
Prior to the Petition Date, Stein & Lubin LLP was the counsel of
record for the Debtor in the Avery Action. While the Debtor
sought court approval of the employment of Stein & Lubin, the fees
and costs for the firm have been paid 100% by Debtor's insurer
Hartford Fire Insurance Company, as part of the coverage related
to the Avery Action. During the one-year period prior to the
Petition Date, Stein & Lubin received payment of fees and expenses
in the Avery Action from the Insurer in the total amount of
approximately $135,000. As of the Petition Date, Stein & Lubin
was not a creditor of the Debtor, as all legal fees incurred by
Stein & Lubin prior to the Petition Date were the obligations of
the Insurer, who had paid the fees and costs. Stein & Lubin has
advised the Debtor that it no longer wants to be employed by the
Debtor for the Avery Action. The Stein & Lubin employment motion
was dismissed on July 23, 2012.
A motion for preliminary approval of settlement and compromise was
filed with the District Court already and tentatively approved.
Shulman Hodges will assist the Debtor in seeking Bankruptcy Court
approval of the settlement, and if the Bankruptcy Court gives
permission, notice of the settlement can be provided to the Class
and then Shulman Hodges can assist the Debtor to seek final
approval of the settlement in the District Court. Shulman Hodges
will assist the Debtor with legal matters pending as of the
petition that are the subject of the Avery Action.
With regards to the expanded services for the Avery Action, the
Debtor asks the Bankruptcy Court to be authorized to place in
Shulman Hodges' trust account, on a monthly basis, 80% of the
amount of the firm's monthly fees and 100% of the monthly
expenses. Shulman Hodges will render the expanded services to the
Debtor at the firm's regular hourly rates:
Attorneys Hourly Rate
--------- -----------
Leonard M. Shulman $525
Ronald S. Hodges $525
James C. Bastian, Jr. $525
Mark Bradshaw $495
J. Ronald Ignatuk $495
John Mark Jennings $495
Gary A. Pemberton $495
Michael J. Petersen $495
Lynda T. Bui $425
Franklin J. Contreras $400
Robert Huttenhoff $400
Paul S. Ocampo $375
Samuel J. Romero $375
Melissa R. Davis $325
Kiara W. Gebhart $300
Rika M. Kido $250
Ryan D. O'Dea $225
Paralegals
----------
Lorre Clapp $195
Pamela G. Little $195
Erlanna L. Lohayza $195
Patricia A. Britton $185
Melanie G. Rodgers $185
Steve P. Swartzell $175
Anne Marie Vernon $175
Tammy Walsworth $175
Arland Udo $150
Tonia Mann-Wooten $125
Jackie Rodriguez $125
Of Counsel
----------
A. Lavar Taylor $525
Donald R. Kurtz $525
Gregory J. Anderson $425
The Debtor assures the Court that none of the services to be
performed by Shulman Hodges will duplicate the services performed
by other professionals in the case.
About Spectre Performance
Spectre Performance, formerly known as Spectre Industries, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-21890) in
Riverside, California, on May 14, 2012. The Company incurred
significant legal costs in defending against lawsuits alleging
false advertising in connection with the marketing and sale of the
Company's performance automotive air filters and air intake
systems.
Ontario, California-based Spectre Performance disclosed
$10.2 million in assets and $17.7 million in liabilities.
Secured claims total $3.7 million.
Amir Rosenbaum founded the company in 1983 by selling hose
covering NylaBraid. Now the company is a manufacturer of
performance racing autoparts. Spectre Performance --
http://www.spectreperformance.com/-- makes air and fuel
accessories, including cold air intake systems to pack cool
air to the engine, fuel lines and hoses for plumbing the
engine, and chrome hardware and valve covers for dressing
the bay.
Judge Mark D. Houle presides over the case. The petition was
signed by Amir Rosenbaum, president.
According to court filings, the Debtor expects that funds will be
available for distribution to unsecured creditors.
Prepetition lender Comerica Bank is represented in the case by
Reed Waddell, Esq., at Frandzel, Robins, Bloom & Csato LLC.
SPECTRE PERFORMANCE: Committee Can Hire Hahn Fife as Fin'l Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors for the bankruptcy
estate of Spectre Performance sought and obtained authorization
from the U.S. Bankruptcy Court for the Central District of
California to employ Hahn Fife & Company LLP as financial advisor.
Hahn Fife will, among other things:
a. analyze the business operations and financial condition
of the Debtor;
b. assist the Committee in the analysis of any proposals
regarding plan terms and other transactions such as asset
sales;
c. assist the Committee in the analysis of potentially
avoidable transfers of the Debtor, if requested by the
Committee;
d. assist the Committee in the analysis of potentially
objectionable claims, if requested by the Committee; and
e. assist the Committee by providing any other reasonable
and necessary financial or accounting services as may be
requested by the Committee.
Hahn Fife will be paid at these hourly rates:
David L. Hahn $360
Donald T. Fife $360
Administrative $80-$140
David L. Hahn, founding partner of Hahn Fife, attested to the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
About Spectre Performance
Spectre Performance, formerly known as Spectre Industries, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-21890) in
Riverside, California, on May 14, 2012. The Company incurred
significant legal costs in defending against lawsuits alleging
false advertising in connection with the marketing and sale of the
Company's performance automotive air filters and air intake
systems.
Ontario, California-based Spectre Performance disclosed
$10.2 million in assets and $17.7 million in liabilities.
Secured claims total $3.7 million.
Amir Rosenbaum founded the company in 1983 by selling hose
covering NylaBraid. Now the company is a manufacturer of
performance racing autoparts. Spectre Performance --
http://www.spectreperformance.com/-- makes air and fuel
accessories, including cold air intake systems to pack cool
air to the engine, fuel lines and hoses for plumbing the
engine, and chrome hardware and valve covers for dressing
the bay.
Judge Mark D. Houle presides over the case. Leonard M. Shulman,
Esq., at Shulman Hodges & Bastian LLP, serves as the Debtor's
counsel. The petition was signed by Amir Rosenbaum, president.
According to court filings, the Debtor expects that funds will be
available for distribution to unsecured creditors.
Prepetition lender Comerica Bank is represented in the case by
Reed Waddell, Esq., at Frandzel, Robins, Bloom & Csato LLC.
SPECTRE PERFORMANCE: Marshack Hays OK'd as Committee Gen. Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors for the bankruptcy
estate of Spectre Performance sought and obtained permission from
the U.S. Bankruptcy Court for the Central District of California
to employ Marshack Hays LLP as general counsel.
Marshack Hays will, among other things, advise the Committee with
respect to its rights, powers, duties and obligations as the
official committee of creditors holding unsecured claims of the
Debtor's bankruptcy case, and prepare pleadings, applications and
conduct examinations incidental to administration of this case and
to protect the interests of the unsecured creditors of this
estate. Marshack Hays will be paid at these hourly rates:
Partners $475-$540
Associates $295-$375
Paralegals $175-$210
The majority of the work will be performed by Richard A. Marshack
and Martina A. Slocomb, whose rates are $540 and $320,
respectively.
Mr. Marshack, founding partner of Marshack Hays, attested to the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
About Spectre Performance
Spectre Performance, formerly known as Spectre Industries, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-21890) in
Riverside, California, on May 14, 2012. The Company incurred
significant legal costs in defending against lawsuits alleging
false advertising in connection with the marketing and sale of the
Company's performance automotive air filters and air intake
systems.
Ontario, California-based Spectre Performance disclosed
$10.2 million in assets and $17.7 million in liabilities.
Secured claims total $3.7 million.
Amir Rosenbaum founded the company in 1983 by selling hose
covering NylaBraid. Now the company is a manufacturer of
performance racing autoparts. Spectre Performance --
http://www.spectreperformance.com/-- makes air and fuel
accessories, including cold air intake systems to pack cool
air to the engine, fuel lines and hoses for plumbing the
engine, and chrome hardware and valve covers for dressing
the bay.
Judge Mark D. Houle presides over the case. Leonard M. Shulman,
Esq., at Shulman Hodges & Bastian LLP, serves as the Debtor's
counsel. The petition was signed by Amir Rosenbaum, president.
According to court filings, the Debtor expects that funds will be
available for distribution to unsecured creditors.
Prepetition lender Comerica Bank is represented in the case by
Reed Waddell, Esq., at Frandzel, Robins, Bloom & Csato LLC.
SPECTRE PERFORMANCE: U.S. Trustee Appoints 3-Member Committee
-------------------------------------------------------------
Peter C. Anderson, U.S. Trustee for Region 16, appointed three
persons to serve in the Official Committee of Unsecured Creditors
in the Chapter 11 case of Spectre Performance.
The Committee members are:
1. Joseph M. Galosic, Attorney For
Polestar/HKR Hardware and Tools
Law Office of Joe Galosic
8105 Irvine Center Dr., Suite 600
Irvine, CA 92618
Tel: (949) 580-0900
E-mail: jglawsicc@msn.com
2. Stephen L. Schmalz
Performance Fabrication
1701 Industrial Rd.
San Carlos, CA 90710
Tel: (650) 595-3663
E-mail: Schmalz2pacbell.net
3. Timothy Kuhlman
Performance Marketing Services
P. O. Box 68
Cordova, TN 38088
Tel: (901) 377-7461
(901) 277-7461
E-mail: tkk@bellsouth.net
About Spectre Performance
Spectre Performance, formerly known as Spectre Industries, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-21890) in
Riverside, California, on May 14, 2012. The Company incurred
significant legal costs in defending against lawsuits alleging
false advertising in connection with the marketing and sale of the
Company's performance automotive air filters and air intake
systems.
Ontario, California-based Spectre Performance disclosed
$10.2 million in assets and $17.7 million in liabilities.
Secured claims total $3.7 million.
Amir Rosenbaum founded the company in 1983 by selling hose
covering NylaBraid. Now the company is a manufacturer of
performance racing autoparts. Spectre Performance --
http://www.spectreperformance.com/-- makes air and fuel
accessories, including cold air intake systems to pack cool
air to the engine, fuel lines and hoses for plumbing the
engine, and chrome hardware and valve covers for dressing
the bay.
Judge Mark D. Houle presides over the case. Leonard M. Shulman,
Esq., at Shulman Hodges & Bastian LLP, serves as the Debtor's
counsel. The petition was signed by Amir Rosenbaum, president.
According to court filings, the Debtor expects that funds will be
available for distribution to unsecured creditors.
Prepetition lender Comerica Bank is represented in the case by
Reed Waddell, Esq., at Frandzel, Robins, Bloom & Csato LLC.
ST. VINCENT'S: Resolves $7-Billion in Claims so Far
---------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that St. Vincent's
Catholic Medical Centers of New York has so far resolved $6.8
billion of the 4,900 claims worth $7.4 billion filed in its
Chapter 11 case, an attorney for the company's liquidating trustee
told a New York bankruptcy judge Thursday.
Updating Chief U.S. Bankruptcy Judge Cecelia G. Morris on the
status of the case, Sarah Link Schultz of Akin Gump Strauss Hauer
& Feld LLP said about $500 million of the resolved claims had been
paid. They are allowed secured administrative priority claims,
Bankruptcy Law360 relates.
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.
STRATUS MEDIA: J. Schneider and S. Siegel Elected to Board
----------------------------------------------------------
Effective Aug. 27, 2012, Jack Schneider and Seymour Siegel were
elected by Stratus Media Group, Inc.'s board of directors as new
directors. Mr. Siegel was also named Chairman of the Board's
Audit Committee.
In connection therewith, Mr. Siegel was granted options to
purchase 450,000 shares of the Company's common stock to be vested
monthly over 36 months. Mr. Siegel is also entitled to receive an
additional $25,000 per year as Chairman of the Company's Audit
Committee. Mr. Schneider was granted 450,000 restricted shares of
the Company's common stock to be vested monthly over three years,
and $50,000 per year. Mr. Schneider was previously an advisor to
the Board and, in connection therewith, had received 450,000
restricted shares of the Company's common stock subject to a
vesting schedule. The Board approved the immediate vesting of all
unvested shares.
About Stratus Media
Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events. Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.
The Company reported a net loss of $15.83 million in 2011,
compared with a net loss of $8.41 million in 2010.
Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2011, citing recurring
losses and negative cash flow from operations which raised
substantial doubt as to the ability of the Company to continue as
a going concern.
The Company's balance sheet at June 30, 2012, showed $3.71 million
in total assets, $8.77 million in total liabilities, all current,
and a $5.06 million total shareholders' deficit.
SWIFT AIR: Rejects Deal With NHL's Nashville Predators
------------------------------------------------------
USA Today, citing court documents, reports that Swift Air LLC has
axed its contract with the Nashville Predators, a professional
hockey sports club of the National Hockey League, forcing the team
to make alternative travel plans just weeks before games are
scheduled to begin.
According to the report, a federal bankruptcy judge in Arizona has
ruled that Swift Air could reject its Predators contract as part
of a corporate reorganization plan.
Swift specializes in transporting pro sports teams. It had been
flying Predators players, coaches and equipment to and from away
games since 2011 under a five-year contract. According to the
report, the company said in court papers it no longer wants to do
that, saying its reorganization plan "focuses on, among other
things, servicing sports franchises that are only located in the
eastern half of the country."
The report notes Swift also rejected its contracts with the
Colorado Avalanche and a pair of NBA teams, the Denver Nuggets and
Phoenix Suns. Instead, it kept deals with the Boston Bruins,
Chicago Blackhawks and St. Louis Blues and Boston Celtics and
Milwaukee Bucks -- even though Chicago, Milwaukee and St. Louis
are farther west than Nashville, the report adds.
The report says the judge's decision leaves the Predators slightly
more than three weeks to make alternative travel arrangements.
The team, barring a lockout, will open the preseason at the
Florida Panthers on Sept. 24, 2012.
Swift Air LLC filed a Chapter 11 petition in its home-town in
Phoenix (Bankr. D. Ariz. Case No. 12-14362) on June 27, 2012.
Michael W. Carmel, Ltd., serves as counsel. The Debtor estimated
assets of under $1 million and debts exceeding $10 million.
TAICOM SECURITIES: Trustee Seeks U.S. Court Recognition
-------------------------------------------------------
The trustee of Taicom Securities Co., Ltd., wants the bankruptcy
court in California to enter an order recognizing proceedings in
Japan so that the trustee can pursue claims against the former
owner of the defunct securities firm.
In the Chapter 15 petition filed in Santa Ana, California (Case
No. 12-20383), Akihiro Sakaguchi, the trustee estimated that the
Debtor has less than $10 million in assets and less than $50
million in liabilities.
Founded in 1956, Taicom Securities was a futures commission
merchant from Chuo-ku, Osaka, Japan. In May 2011, it commenced
its business of accepting securities consignments as an official
transaction participant of the Osaka Securities Exchange
According to court filings by the Trustee, after the fiscal year
ending March 31, 2005, commission fees for commodity, securities
and currency transactions decreased drastically and substantially.
Further, the Debtor posted significant loss in operating income,
pretax profit and net income. The value of its assets also
substantially declined, and the Debtor became insolvent on
Dec. 15, 2009, and suspended payments to its customers.
On March 31, 2008, Michael Chen Ning, a United States citizen,
acquired more than 96% of the Debtor's shares. On June 26, 2008,
Mr. Ning became a director of the Debtor, and, Audrey Mari
Kuwabara, a United States citizen and lawyer in the state of
California, became the Debtor's auditor.
The Trustee said that although the Debtor's financial situation
had already significantly declined when Mr. Ning took over,
"unusual and unsound acts" by Mr. Ning further deteriorated the
Debtor's financial condition.
The Trustee cites, among other things, that Mr. Ning and entities
owned or managed by Mr. Ning borrowed funds from the Debtor, which
funds were not repaid. Among other transactions, Arque Orion
Kabushiki Kaisha, a company affiliated with Mr. Ning, received a
loan of approximately $8.25 million from the Incubator Bank of
Japan, Limited with the Debtor as guarantor of the Arque Loan. To
support the Debtor's guarantee of the Arque Loan, $8.25 million of
the Debtor's funds were used as collateral and the Debtor was
unable to withdraw any money from the pledge account. Arque
Kabushiki subsequently defaulted on the Arque Loan and the
Incubator Bank used the Debtor's pledged funds held by the
Incubator Bank to repay the Arque Loan.
The Debtor, Trustee said, suffered substantial and unplanned
decreases in its current assets and operating capital. The Debtor
was forced to file a liquidation proceeding under Bankruptcy Act
(of Japan) in December 2009.
In December 2011, the trustee obtained a judgment from the Osaka
District Court ordering Mr. Ning to repay money that he previously
borrowed from the Debtor.
Through the Chapter 15 proceeding, the Trustee intends to
domesticate the judgment in the United States to collect and
recover the amounts owed. In addition, the Debtor may have
additional assets in the United States in the form of claims or
causes of action against entities located in the United States.
TRIBUNE CO: Bank Debt Trades at 25% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 75.10 cents-on-the-
dollar during the week ended Friday, Aug. 31, an increase of 1.11
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing 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 172 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.
Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization. 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.
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)
TRIUS THERAPEUTICS: Secures $25MM Equity Facility with Terrapin
---------------------------------------------------------------
Trius Therapeutics, Inc., has obtained a committed equity
financing facility under which it may sell up to $25 million of
its registered common stock to Terrapin Opportunity, L.P., over a
24-month period. Trius is not obligated to utilize any of the $25
million facility and remains free to enter into and consummate
other equity and debt financing transactions, subject to certain
restrictions.
"This financing vehicle is an important addition to our arsenal of
financing options, giving us the ability to potentially raise
capital more efficiently by issuing shares at the time of our
choosing," said Jeffrey Stein, Ph.D., president and chief
executive Officer of Trius. "With nearly $84 million in cash and
equivalents at June 30, 2012, we believe this facility provides
further flexibility to help Trius meet its future financing needs
as the Company transitions from the development stage into the
commercialization of its lead program, tedizolid phosphate."
Trius will determine, at its sole discretion, the timing, the
dollar amount and the floor price per share of each draw under the
facility, subject to certain conditions. When and if Trius elects
to use the facility, the Company will issue shares to Terrapin at
a discount to the volume weighted average price of Trius' common
stock over a preceding period of trading days. Financial West
Group, Member FINRA/SIPC, will act as placement agent and receive
a fee for its services at the time of any draw under the facility.
Any shares sold under this facility will be sold pursuant to a
shelf registration statement declared effective by the Securities
and Exchange Commission on Sept. 15, 2011. No warrants were
issued in conjunction with initiating this facility.
A copy of the Stock Purchase Agreement is available for free at:
http://is.gd/Ho3oE2
About Trius Therapeutics
San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections. The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA. In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.
In the Form 10-K for the year ended Dec. 31, 2011, the Company
said it has incurred losses since its inception and it anticipates
that it will continue to incur losses for the foreseeable future.
As of December 31, 2011, the Company had an accumulated deficit of
$95.4 million. The Company has funded, and plan to continue to
fund, its operations from the sale of securities, through research
funding and from collaboration and license payments, including
payments under the Bayer collaboration. However, the Company has
generated no revenues from product sales to date.
The Company reported a net loss of $18.25 million in 2011, a net
loss of $23.86 million in 2010, and a net loss of
$22.68 million in 2009.
The Company's balance sheet at June 30, 2012, showed $94.76
million in total assets, $16.56 million in total liabilities and
$78.20 million in total stockholders' equity.
TRIUS THERAPEUTICS: To Offer up to $77 Million of Securities
------------------------------------------------------------
Trius Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-3 relating to its offering of common
stock, preferred stock, debt securities or warrants, either
individually or in combination at prices and on terms that the
Company will determine at the time of the offering, with an
aggregate initial offering price of up to $77,000,000. The
Company may also offer common stock or preferred stock upon
conversion of debt securities, common stock upon conversion of
preferred stock or common stock, preferred stock or debt
securities upon the exercise of warrants.
The Company's common stock is traded on the NASDAQ Global Market
under the symbol "TSRX." On Aug. 30, 2012, the last reported sale
price of the Company's common stock on the NASDAQ Global Market
was $5.48. The applicable prospectus supplement will contain
information, where applicable, as to any other listing, if any, on
the NASDAQ Global Market or any securities market or other
exchange of the securities covered by the applicable prospectus
supplement.
A copy of the prospectus is available for free at:
http://is.gd/MCqWdt
About Trius Therapeutics
San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections. The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA. In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.
In the Form 10-K for the year ended Dec. 31, 2011, the Company
said it has incurred losses since its inception and it anticipates
that it will continue to incur losses for the foreseeable future.
As of December 31, 2011, the Company had an accumulated deficit of
$95.4 million. The Company has funded, and plan to continue to
fund, its operations from the sale of securities, through research
funding and from collaboration and license payments, including
payments under the Bayer collaboration. However, the Company has
generated no revenues from product sales to date.
The Company reported a net loss of $18.25 million in 2011, a net
loss of $23.86 million in 2010, and a net loss of
$22.68 million in 2009.
The Company's balance sheet at June 30, 2012, showed $94.76
million in total assets, $16.56 million in total liabilities and
$78.20 million in total stockholders' equity.
VIKING SYSTEMS: William Bopp Discloses 18.4% Equity Stake
---------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, William C. Bopp disclosed that, as of Aug. 28, 2012,
he beneficially owns 13,406,143 shares of common stock of Viking
Systems, Inc., representing 18.45% of the issued and outstanding
common stock of the Company, based upon 72,554,620 shares of
common stock issued and outstanding as of Aug. 13, 2012, as
reported on the Company's most recent quarterly report on Form 10-
Q for the quarterly period ended June 30, 2012, filed
Aug. 20, 2012. A copy of the filing is available for free at:
http://is.gd/6U4ZJR
About Viking Systems
Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery. The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.
Viking Systems reported a net loss applicable to common
shareholders of $2.92 million in 2011, compared with a net loss
applicable to common shareholders of $2.43 million in 2010.
The Company's balance sheet at June 30, 2012, showed $4.71 million
in total assets, $3.10 million in total liabilities and
$1.61 million in total stockholders' equity.
VIRTUALSCOPICS: Fails Nasdaq's Minimum Bid Price Rule
-----------------------------------------------------
VirtualScopics, Inc. disclosed that on Aug. 29, 2012 it received a
notice from the NASDAQ Stock Market indicating that the Company's
minimum bid price has fallen below $1.00 for 30 consecutive
business days. NASDAQ Marketplace Rule 5550(a) (2) requires a
$1.00 minimum bid price for continued listing of an issuer's
common stock.
In accordance with section 5810(c) (3) (A) of the NASDAQ
Marketplace Rules, the Company has until Feb. 25, 2013 to regain
compliance. The Company can regain compliance with the minimum
bid price rule if the bid price of its common stock closes at
$1.00 or higher for a minimum of 10 consecutive business days
during the 180-day period, although the NASDAQ Stock Market may,
in its discretion, require the Company to maintain a bid price of
at least $1.00 per share for a period in excess of ten consecutive
business days before determining that it has demonstrated the
ability to maintain long-term compliance.
Additionally, if compliance with this Rule cannot be demonstrated
by Feb. 25, 2013, NASDAQ will determine whether the Company meets
the NASDAQ Capital Market initial listing criteria except for the
bid price requirement. If the Company meets the initial listing
criteria, NASDAQ will notify the Company that it has been granted
an additional 180 calendar day compliance period. If the Company
is not eligible for an additional compliance period, NASDAQ will
notify the Company that its common stock will be delisted. At
that time, the Company may appeal this determination to delist its
securities to a Listing Qualification Panel.
The Company is actively pursuing a number of initiatives to bring
the Company into compliance with the minimum share price
requirement.
About VirtualScopics
VirtualScopics, Inc. -- http://www.virtualscopics.com/-- is a
leading provider of imaging solutions to accelerate drug and
medical device development. VirtualScopics has developed a robust
software platform for analysis and modeling of both structural and
functional medical images. In combination with VirtualScopics'
industry-leading experience and expertise in advanced imaging
biomarker measurement, this platform provides a uniquely clear
window into the biological activity of drugs and devices in
clinical trial patients, allowing sponsors to make better
decisions faster.
VITRO SAB: Judge Finds Bankruptcy Court Erred in Payment Fight
--------------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that a federal judge reversed a ruling by a Texas bankruptcy judge
that blocked a bid by a group of hedge funds to push Mexican
glassmaker Vitro SAB's U.S. units into bankruptcy.
About Vitro SAB
Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.
Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).
Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders. The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States. Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.
Concurso Mercantil & Chapter 15 Proceedings
Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization. Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.
Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings. But an appellate court in Mexico
reinstated the reorganization in April 2011. Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11- 11754).
The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders. The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.
Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.
In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.
Chapter 11 Proceedings
A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P. Together, they held US$75 million, or
approximately 6% of the outstanding bond debt. The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.
Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.
A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer. The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro. The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.
A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries. On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.
Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al. Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel. Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.
The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.
U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7. The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.
On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S. The judge ruled that
the Mexican reorganization was "manifestly contrary" to U.S.
public policy because it bars the bondholders from holding Vitro
operating subsidiaries liable to pay on their guarantees of the
bonds. The Mexican plan reduced the debt of subsidiaries on $1.2
billion in defaulted bonds even though they weren't in bankruptcy
in any country.
WESTERLY HOSPITAL: Court OKs Asset Sale to Lawrence & Memorial
--------------------------------------------------------------
James Mosher at The Bulletin reports that Lawrence & Memorial
Hospital's $69 million purchase of The Westerly Hospital was
approved by Rhode Island Superior Court Associate Justice Brian P.
Stern.
The approval was the penultimate step in the receivership, or
bankruptcy reorganization, of Rhode Island-based Westerly, L&M
said in a press release obtained by The Bulletin.
A Rhode Island regulatory review will be conducted prior to the
transaction's closing, which could come as soon as January, New
London-based L&M said, according to The Bulletin.
Following closing, the report relates that L&M would assume full
control of The Westerly Hospital and its affiliates and assets
including North Stonington Health Center.
The Bulletin notes that in addition to assuming all current
secured debt, L&M has promised an initial injection of $6.5
million in working capital.
The acquisition agreement calls for an investment of $30 million
from L&M over a five-year period to carry out improvements in
technology, equipment, and physical plant, the report says.
* 8th Circ. Backs Broad Reading of Executory Contracts
------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that a contract between
companies that have fulfilled most but not all of their
obligations to one another is executory, or able to be rejected in
bankruptcy court, the Eighth Circuit said Thursday in a published
decision involving a trademark licensing deal.
Bankruptcy Law360 relates that in a 2-1 opinion, the appeals court
supported a broad reading of Section 365 of the Bankruptcy Code,
which allows a bankrupt company to reject an executory contract as
part of its reorganization.
* S&P Gives 'BBpi' Counterparty Credit Ratings on 5 Insurers
------------------------------------------------------------
Standard & Poor's Ratings Services assigned counterparty credit
and financial strength ratings bearing a 'pi' subscript to seven
U.S. property/casualty insurers. "At the same time, we took
various rating actions on 112 U.S. property/casualty insurers with
ratings bearing a 'pi' subscript, based on statutory financial
data for the year ended Dec. 31, 2011," S&P said.
"Standard & Poor's North American Insurance Ratings has realigned
its coverage of property/casualty insurers in the U.S. with
ratings bearing the 'pi' subscript. The goal of this realignment
is to enhance the value of these ratings to the marketplace by
adding coverage on several larger insurance groups not previously
covered and for which we believe there is market interest in a
rating, while reducing the coverage of smaller companies," S&P
said.
"We will maintain 'pi' ratings on U.S.-based property/casualty
insurance groups with at least $500 million in net earned premiums
(NEP) in 2011 that we do not rate interactively. Therefore, we
have assigned ratings bearing the 'pi' subscript to three groups
(six legal entities) that were previously unrated but meet this
threshold. In addition, we took various rating actions and
subsequently withdrew ratings on three groups (five rated legal
entities)," S&P said.
"Including interactively rated companies, we rate insurers
covering approximately 90% of the U.S. property/casualty insurance
market (based on NEP) and 95% of the U.S. life insurance market
(based on total assets). Continuing our current practice, we will
not assign ratings with a 'pi' subscript to U.S. subsidiaries or
affiliates of interactively rated insurers, regardless of company
size," S&P said.
"Of the seven companies to which we assigned new ratings, two are
rated 'BBBpi', and five are rated 'BBpi''. We affirmed our ratings
on 89 companies, lowered our ratings on 11 companies, and withdrew
ratings on five companies because their premium volumes fall below
the scale threshold. Of the five companies on which we withdrew
our ratings, two had been rated 'BBBpi' and three had been rated
'BBpi'," S&P said.
RATINGS LIST
Ratings Affirmed
AAA Northern California, Nevada & Utah Insurance Exchange
(Unsolicited Ratings)
Western United Insurance Co. (Unsolicited Ratings)
ACA Insurance Co. (Unsolicited Ratings)
Keystone Insurance Co. (Unsolicited Ratings)
AAA Mid-Atlantic Insurance Co. (Unsolicited Ratings)
AAA Mid-Atlantic Insurance Co. of NJ (Unsolicited Ratings)
Amica Mutual Insurance Co. (Unsolicited Ratings)
Auto-Owners Insurance Co. (Unsolicited Ratings)
Erie Insurance Exchange (Unsolicited Ratings)
Flagship City Insurance Co. (Unsolicited Ratings)
Erie Insurance Property & Casualty Co. (Unsolicited Ratings)
Erie Insurance Co. of New York (Unsolicited Ratings)
Erie Insurance Co. (Unsolicited Ratings)
Factory Mutual Insurance Co. (Unsolicited Ratings)
Appalachian Insurance Co. (Unsolicited Ratings)
Affiliated FM Insurance Co. (Unsolicited Ratings)
Federated Mutual Insurance Co. (Unsolicited Ratings)
Federated Service Insurance Co. (Unsolicited Ratings)
NGM Insurance Co. (Unsolicited Ratings)
Safety Insurance Co. (Unsolicited Ratings)
Safety Indemnity Insurance Co. (Unsolicited Ratings)
Sentry Insurance a Mutual Co. (Unsolicited Ratings)
Sentry Select Insurance Co. (Unsolicited Ratings)
Sentry Lloyds of TX (Unsolicited Ratings)
Sentry Casualty Co. (Unsolicited Ratings)
Patriot General Insurance Co. (Unsolicited Ratings)
Middlesex Insurance Co. (Unsolicited Ratings)
Dairyland Insurance Co. (Unsolicited Ratings)
Dairyland County Mutual Insurance Co. of Texas (Unsolicited
Ratings)
Westfield Insurance Co. (Unsolicited Ratings)
Westfield National Insurance Co. (Unsolicited Ratings)
American Select Insurance Co. (Unsolicited Ratings)
Counterparty Credit Rating
Local Currency Api
Financial Strength Rating
Local Currency Api
Alfa Mutual Insurance Co. (Unsolicited Ratings)
Alfa Mutual Fire Insurance Co. (Unsolicited Ratings)
Palisades Safety & Insurance Assoc. (Unsolicited Ratings)
High Point Preferred Insurance Co. (Unsolicited Ratings)
Counterparty Credit Rating
Local Currency BBpi
Financial Strength Rating
Local Currency BBpi
American Family Mutual Insurance Co. (Unsolicited Ratings)
Arbella Mutual Insurance Co. (Unsolicited Ratings)
Arbella Protection Insurance Co. Inc. (Unsolicited Ratings)
Century Surety Co. (Unsolicited Ratings)
Star Insurance Co. (Unsolicited Ratings)
Savers Property & Casualty Insurance Co. (Unsolicited Ratings)
Country Mutual Insurance Co. (Unsolicited Ratings)
Shield Insurance Co. (Unsolicited Ratings)
Modern Service Insurance Co. (Unsolicited Ratings)
Middlesex Mutual Assurance Co. (Unsolicited Ratings)
MSI Preferred Insurance Co. (Unsolicited Ratings)
Holyoke Mutual Insurance Co. in Salem (Unsolicited Ratings)
Country Preferred Insurance Co. (Unsolicited Ratings)
Country Casualty Insurance Co. (Unsolicited Ratings)
Cotton States Mutual Insurance Co. (Unsolicited Ratings)
Employers Mutual Casualty Co. (Unsolicited Ratings)
Union Insurance Co. of Providence (Unsolicited Ratings)
Illinois Emcasco Insurance Co. (Unsolicited Ratings)
Hamilton Mutual Insurance Co. of Cincinnati (Unsolicited Ratings)
Emcasco Insurance Co. (Unsolicited Ratings)
EMC Reinsurance Co. (Unsolicited Ratings)
EMC Property & Casualty Insurance Co. (Unsolicited Ratings)
Dakota Fire Insurance Co. (Unsolicited Ratings)
Farm Bureau Property & Casualty Isurance Co. (Unsolicited
Ratings)
Grange Mutual Casualty Co. (Unsolicited Ratings)
Grange Indemnity Insurance Co. (Unsolicited Ratings)
Home-Owners Insurance Co. (Unsolicited Ratings)
Southern-Owners Insurance Co. (Unsolicited Ratings)
Property-Owners Insurance Co. (Unsolicited Ratings)
Owners Insurance Co. (Unsolicited Ratings)
Motorists Mutual Insurance Co. (Unsolicited Ratings)
MICO Insurance Co. (Unsolicited Ratings)
Motorists Commercial Mutual Insurance Co. (Unsolicited Ratings)
SCPIE Indemnity Co. (Unsolicited Ratings)
American Healthcare Indemnity Co. (Unsolicited Ratings)
Doctors Co. an Interinsurance Exchange (Unsolicited Ratings)
Professional Underwriters Liability Insurance Co. (Unsolicited
Ratings)
American Physicians Assurance Corp. (Unsolicited Ratings)
Shelter Mutual Insurance Co. (Unsolicited Ratings)
Shelter Reinsurance Co. (Unsolicited Ratings)
Shelter General Insurance Co. (Unsolicited Ratings)
Southern Farm Bureau Casualty Insurance Co. (Unsolicited Ratings)
Mississippi Farm Bureau Casualty Insurance Co. (Unsolicited
Ratings)
Louisiana Farm Bureau Casualty Insurance Co. (Unsolicited
Ratings)
Florida Farm Bureau Casualty Insurance Co. (Unsolicited Ratings)
Utica Mutual Insurance Co. (Unsolicited Ratings)
Utica National Insurance Co. of TX (Unsolicited Ratings)
Utica National Assurance Co. (Unsolicited Ratings)
Republic-Franklin Insurance Co. (Unsolicited Ratings)
Graphic Arts Mutual Insurance Co. (Unsolicited Ratings)
Founders Insurance Co. (Unsolicited Ratings)
West Bend Mutual Insurance Co. (Unsolicited Ratings)
Counterparty Credit Rating
Local Currency BBBpi
Financial Strength Rating
Local Currency BBBpi
Automobile Club Inter-Insurance Exchange (Unsolicited Ratings)
Auto Club Family Insurance Co. (Unsolicited Ratings)
Interinsurance Exchange of the Automobile Club (Unsolicited
Ratings)
Counterparty Credit Rating
Local Currency AApi
Financial Strength Rating
Local Currency AApi
Downgraded To From
Auto Club Insurance Assoc. (Unsolicited Ratings)
MemberSelect Insurance Co. (Unsolicited Ratings)
Auto Club Group Insurance Co. (Unsolicited Ratings)
Kentucky Farm Bureau Mutual Insurance Co. (Unsolicited Ratings)
Tennessee Farmers Mutual Insurance Co. (Unsolicited Ratings)
Tennessee Farmers Assurance Co. (Unsolicited Ratings)
Counterparty Credit Rating
Local Currency BBpi BBBpi
Financial Strength Rating
Local Currency BBpi BBBpi
New Jersey Manufacturers Insurance Co. (Unsolicited Ratings)
New Jersey Re-Insurance Co. (Unsolicited Ratings)
North Carolina Farm Bureau Mutual Insurance Co. (Unsolicited
Ratings)
Counterparty Credit Rating
Local Currency BBBpi Api
Financial Strength Rating
Local Currency BBBpi Api
New Rating
Accident Fund Insurance Co. of America (Unsolicited Ratings)
United Wisconsin Insurance Co. (Unsolicited Ratings)
Tower Insurance Co. of New York (Unsolicited Ratings)
CastlePoint National Insurance Co. (Unsolicited Ratings)
CastlePoint Insurance Co. (Unsolicited Ratings)
Counterparty Credit Rating
Local Currency BBpi
Financial Strength Rating
Local Currency BBpi
Texas Farm Bureau Mutual Insurance Co. (Unsolicited Ratings)
Texas Farm Bureau Casualty Insurance Co. (Unsolicited Ratings)
Counterparty Credit Rating
Local Currency BBBpi
Financial Strength Rating
Local Currency BBBpi
Withdrawn To From
Central Mutual Insurance Co. (Unsolicited Ratings)
All America Insurance Co. (Unsolicited Ratings)
Princeton Insurance Co. (Unsolicited Ratings)
Counterparty Credit Rating
Local Currency NR BBpi
Financial Strength Rating
Local Currency NR BBpi
United Farm Family Mutual Insurance Co. (Unsolicited Ratings)
UFB Casualty Insurance Co. (Unsolicited Ratings)
Counterparty Credit Rating
Local Currency NR BBBpi
Financial Strength Rating
Local Currency NR BBBpi
* Large Companies With Insolvent Balance Sheet
----------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ABT CN 127.2 (3.2) 14.0
ADVANCED BIOMEDI ABMT US 0.2 (1.9) (1.5)
AK STEEL HLDG AKS US 3,901.0 (360.6) 129.6
AMC NETWORKS-A AMCX US 2,173.4 (959.1) 542.5
AMER AXLE & MFG AXL US 2,441.2 (394.7) 169.7
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMERISTAR CASINO ASCA US 2,058.5 (28.0) 42.5
AMYLIN PHARM INC AMLN US 1,998.7 (42.4) 263.0
ARRAY BIOPHARMA ARRY US 120.0 (78.8) 28.4
ATLATSA RESOURCE ATL SJ 920.8 (233.7) 20.0
AUTOZONE INC AZO US 6,148.9 (1,416.8) (623.1)
BOSTON PIZZA R-U BPF-U CN 166.1 (91.7) (1.5)
CABLEVISION SY-A CVC US 6,991.7 (5,641.6) (286.1)
CAPMARK FINANCIA CPMK US 20,085.1 (933.1) -
CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1)
CHENIERE ENERGY CQP US 1,873.0 (442.2) 117.0
CHOICE HOTELS CHH US 857.7 (11.2) 402.1
CIENA CORP CIEN US 1,928.6 (41.1) 924.4
CINCINNATI BELL CBB US 2,702.7 (696.2) (52.8)
CLOROX CO CLX US 4,355.0 (135.0) (685.0)
DEAN FOODS CO DF US 5,553.1 (3.1) 185.6
DELTA AIR LI DAL US 44,720.0 (1,135.0) (6,236.0)
DENNY'S CORP DENN US 328.9 (2.8) (20.3)
DIRECTV-A DTV US 19,632.0 (4,045.0) 520.0
DOMINO'S PIZZA DPZ US 424.6 (1,369.1) 52.9
DUN & BRADSTREET DNB US 1,795.6 (821.9) (655.6)
E2OPEN INC EOPN US 29.7 (34.5) (32.5)
ELOQUA INC ELOQ US 37.5 (9.6) (14.2)
FAIRPOINT COMMUN FRP US 1,877.4 (184.4) 51.6
FIESTA RESTAURAN FRGI US 286.0 2.6 (14.7)
FIFTH & PACIFIC FNP US 900.5 (175.5) 130.9
FREESCALE SEMICO FSL US 3,499.0 (4,498.0) 1,374.0
GENCORP INC GY US 874.0 (171.3) 47.3
GLG PARTNERS INC GLG US 400.0 (285.6) 156.9
GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9
GOLD RESERVE INC GRZ CN 78.3 (25.8) 56.9
GOLD RESERVE INC GRZ US 78.3 (25.8) 56.9
GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5
HCA HOLDINGS INC HCA US 27,132.0 (6,943.0) 1,690.0
HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8)
HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8)
INCYTE CORP INCY US 312.0 (217.2) 154.4
INFINITY PHARMAC INFI US 113.0 (3.4) 70.2
IPCS INC IPCS US 559.2 (33.0) 72.1
ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2
JUST ENERGY GROU JE US 1,543.0 (527.2) (481.0)
JUST ENERGY GROU JE CN 1,543.0 (527.2) (481.0)
LIMITED BRANDS LTD US 6,616.0 (131.0) 1,526.0
LIN TV CORP-CL A TVL US 839.2 (51.8) 52.7
LORILLARD INC LO US 2,576.0 (1,568.0) 881.0
MARRIOTT INTL-A MAR US 6,007.0 (1,124.0) (1,287.0)
MERITOR INC MTOR US 2,555.0 (933.0) 279.0
MERRIMACK PHARMA MACK US 64.4 (43.6) 21.0
MONEYGRAM INTERN MGI US 5,185.1 (116.1) (35.3)
MORGANS HOTEL GR MHGC US 545.9 (110.1) (7.0)
MPG OFFICE TRUST MPG US 2,061.5 (827.9) -
NATIONAL CINEMED NCMI US 794.2 (354.5) 95.8
NAVISTAR INTL NAV US 11,384.0 (407.0) 1,658.0
NB MANUFACTURING NBMF US - (0.0) (0.0)
NEXSTAR BROADC-A NXST US 566.3 (170.6) 40.2
NPS PHARM INC NPSP US 186.9 (45.3) 130.3
NYMOX PHARMACEUT NYMX US 6.4 (5.2) 2.9
ODYSSEY MARINE OMEX US 22.4 (29.5) (26.9)
OMEROS CORP OMER US 10.1 (20.5) (8.7)
PALM INC PALM US 1,007.2 (6.2) 141.7
PDL BIOPHARMA IN PDLI US 259.8 (161.1) 144.3
PEER REVIEW MEDI PRVW US 1.2 (3.8) (3.8)
PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9)
PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9)
PRIMEDIA INC PRM US 208.0 (91.7) 3.6
PROTECTION ONE PONE US 562.9 (61.8) (7.6)
QUALITY DISTRIBU QLTY US 454.5 (29.8) 60.7
REGAL ENTERTAI-A RGC US 2,306.3 (542.3) 62.5
RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4)
REVLON INC-A REV US 1,173.9 (665.6) 177.8
RURAL/METRO CORP RURL US 303.7 (92.1) 72.4
SALLY BEAUTY HOL SBH US 1,813.5 (202.0) 449.5
SINCLAIR BROAD-A SBGI US 2,160.2 (66.3) (1.4)
TAUBMAN CENTERS TCO US 3,096.1 (295.3) -
TEMPUR-PEDIC INT TPX US 865.5 (12.1) 258.9
THERAPEUTICS MD TXMD US 1.5 (3.4) (1.3)
THRESHOLD PHARMA THLD US 86.3 (51.4) 71.2
UNISYS CORP UIS US 2,397.9 (1,190.0) 463.1
VECTOR GROUP LTD VGR US 885.7 (119.5) 248.2
VERISIGN INC VRSN US 1,942.0 (59.2) 858.0
VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3)
WEIGHT WATCHERS WTW US 1,193.6 (1,784.6) (259.9)
ZAZA ENERGY CORP ZAZA US 255.8 (24.3) 3.7
*********
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
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related conferences are encouraged. Send announcements to
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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.
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interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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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
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