/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/121112.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, November 12, 2012, Vol. 16, No. 315 Headlines 1220 SOUTH OCEAN: Lenders Balk at Superpriority Claim for Swanson 50 BELOW: Emerald, Ari Network Acquire Duluth Web Assets A123 SYSTEMS: Gets Court Approval to Hold Dec. 6 Asset Auction A123 SYSTEMS: Wanxiang, Seimens & NEC to Compete With JCI A123 SYSTEMS: Court Approves Bonus Program A123 SYSTEMS: Taps Logan & Co. as Administrative Agent A123 SYSTEMS: Taps Richards Layton as Bankruptcy Co-Counsel A123 SYSTEMS: Taps Latham & Watkins as Bankruptcy Co-Counsel A123 SYSTEMS: Wants Until Nov. 30 to File Schedules and SOFAs A123 SYSTEMS: Gets Interim OK to Pay Critical Vendors ADEPT TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors ALIMERA SCIENCES: Incurs $5.4-Mil. Net Loss in Third Quarter ALLY FINANCIAL: DBRS Assigns 'BB(low)' Issuer & LT Debt Rating AMERICA'S SUPPLIERS: Reports $169,500 Net Income in 3rd Quarter AMERICAN AIRLINES: Asks Appeals Court to Stay Union Election AMERICAN AIRLINES: Pilots to Vote on Tentative Contract AMERICAN AIRLINES: October Traffic Down 3.7% AMERICAN AIRLINES: Has Deal in Principle with Pilots' Union AMERICAN PIPING: S&P Assigns 'B-' Prelim Corporate Credit Rating AMERICAN SUZUKI: Proposes Protocol for Auto Dealer Agreements AMERICAN SUZUKI: Has Green Light to Assume GE Financing Agreements ANCHOR BANCORP: Incurs $12 Million Net Loss in Fiscal Q2 APOLLO MEDICAL: Extends Maturity of $1.2MM Conv. Notes to 2016 ARCAPITA BANK: Gets Court Approval of $125-Mil. Loan From Fortress ASP HHI: S&P Gives 'B+' Corporate Credit Rating; Outlook Stable ASPENBIO PHARMA: Incurs $2.5-Mil. Net Loss in Third Quarter B&G FOODS: S&P Hikes Rating on $350MM Sr. Unsecured Notes to 'B' BERNARD L. MADOFF: Fortress Buys $2 Billion in Claims BION ENVIRONMENTAL: Incurs $2.4MM Net Loss in Fiscal 1st Quarter CAESARS ENTERTAINMENT: Files Form 10-Q, Incurs $503MM Loss in Q3 CARA OPERATIONS: S&P Revises Outlook on 'BB-' CCR on High Leverage CENTRAIS ELETRICAS: Brazilian Company Files Ch. 15 in N.Y. CENTRAL EUROPEAN: Postpones Filing of Third Quarter Form 10-Q CITY NATIONAL: Incurs $1.2 Million Net Loss in Second Quarter CIRCLE ENTERTAINMENT: Borrows $75,000 from Directors, Officers CLEARWIRE CORP: Crest Sends Letter About Clearwire and Sprint COOPERLAND LLC: Voluntary Chapter 11 Case Summary COPELAND VILLAGE: Case Summary & 10 Unsecured Creditors CRADLE MT. SKI: Case Summary & 20 Largest Unsecured Creditors CRESTWOOD MIDSTREAM: S&P Retains 'B-' Rating on $350MM Sr. Notes CSD LLC: Has Green Light on $500,000 DIP Loan From Harber Entity CSD LLC: Court Approves Hiring of Odyssey's Grant Lyon as CRO DAVID KIRCHER: Apartment Sold to Capital Investment for $1.21MM DAYTON POWER: S&P Cuts Corp. Credit Rating to 'BB'; Outlook Stable DELCO OIL: Government to Re-Try Case Against Stephen Deluca DETROIT COMMUNITY: S&P Affirms 'B+' Rating on Series 2005 Rev Bond DETROIT DOWNTOWN: Fitch Keeps BB+ Ratings on Tax Bonds Serie 1998C DEWEY & LEBOEUF: BoA Credit Buys $3.8 Million in Claims DOLLAR THRIFTY: DBRS Assigns 'B(high)' Issuer Rating EPICOR SOFTWARE: S&P Affirms 'B' Corporate Credit Rating EQUINOX HOLDINGS: S&P Revises Outlook on 'B' CCR to Positive EYES TO YOU: Case Summary & 4 Unsecured Creditors FANNIE MAE: Reports $1.8 Billion Net Income in Third Quarter FIFE PACKAGING: Files for Chapter 11 in New Hampshire FIRST PLACE FINANCIAL: Meeting to Form Creditors' Panel on Nov. 9 FIRTH RIXSON: S&P Gives 'B' Corp. Credit Rating; Outlook Stable G&W INC.: Case Summary & 14 Unsecured Creditors GEOKINETICS INC: Incurs $6.3 Million Net Loss in Third Quarter GRAY TELEVISION: Increases Revenue Estimates for Fourth Quarter HAMPTON ROADS: Incurs $4.8 Million Net Loss in Third Quarter HARRISBURG, PA: Second Bite at Chapter 9 Bankruptcy Looms HAWKER BEECHRAFT: To Lay Off 410 Employees in Four Locations HICKMAN EQUIPMENT: RCMP Charges Four Former Executive of Fraud HILLTOP FARMS: Case Summary & 5 Unsecured Creditors INTELLICELL BIOSCIENCES: Myron Holubiak Joins Board of Directors INTELLICELL BIOSCIENCES: Announces FDA Listing of N.Y. Facility INTELLICELL BIOSCIENCES: Inks Exchange Pact with Two Investors ISTAR FINANCIAL: Offering $475 Million of Senior Unsecured Notes JAMES RIVER: Incurs $20.6 Million Net Loss in Third Quarter LAKELAND DEVELOPMENT: Has Loeb & Loeb as Environmental Counsel LAMOS MANAGEMENT: Case Summary & 5 Largest Unsecured Creditors LAST MILE: Has Court OK to Hire Parentebeard as Tax Accountant LAST MILE: Has Permission to Hire R.L. Hicks as Regulatory Counsel LEVEL 3: Files Form 10-Q, Incurs $166MM Net Loss in Third Quarter MECHANICAL PIPE: Case Summary & 20 Largest Unsecured Creditors METEX MANUFACTURING: Files Second Bankruptcy Over Asbestos MG FORGE CONSTRUCTION: Meeting to Form Creditors' Panel on Nov. 15 MGM RESORTS: Inks Employment Agreement With Chairman & CEO MONITOR COMPANY: Case Summary & 30 Largest Unsecured Creditors MORGANS HOTEL: Files Form 10-Q, Incurs $15.9-Mil. Net Loss in Q3 NEARTOWN STORAGE: Case Summary & 3 Unsecured Creditors NEOGENIX ONCOLOGY: Equity Committee Taps Deloitte Fin'l as Advisor NEOGENIX ONCOLOGY: Committee Can Hire Sands Anderson as Counsel NEW ENERGY: Ethanol Producer to Sell Assets in Bankruptcy NEW GOLD: S&P Rates New $500MM Senior Unsecured Notes 'BB-' NEWPAGE CORP: To Set Rate on $850 Million Loan to Exit Bankruptcy NORTHCORE TECHNOLOGIES: To Release 3rd Quarter Results Tomorrow NTELOS HOLDINGS: S&P Gives 'BB-' Rating on $500-Mil. Term Loans ODYSSEY DIVERSIFIED: Has Court OK to Hire William Maloney as CRO ODYSSEY DIVERSIFIED: Has Nod to Hire Stichter Riedel as Counsel OMTRON USA: Files for Bankruptcy Protection in Delaware ONCOVISTA INNOVATIVE: Incurs $369,000 Third Quarter Net Loss PATHEON INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg PATRIOT COAL: Tannor Partners, Sierra Buy Claims PICHONLINE: Eatery Files for Chapter 11 Bankruptcy Protection PITT PENN: Wants to Hire Holtz Rubenstein as Accountant PREMIUM INVESTMENT: Updated Case Summary & Creditors' Lists PRESSURE BIOSCIENCES: Cole-Parmer to Distribute PBI Shredder SG3 PROSPECT MEDICAL: S&P Revises Ratings Outlook on 'B' CCR to Stable PROVIDENT COMMUNITY: Incurs $12,000 Net Loss in Third Quarter QUALITY DISTRIBUTION: Reports $8.8-Mil. Third Quarter Profit RESIDENTIAL CAPITAL: GMAC Mortgage Sued by Mortgage Trustee RMFC LLC: Case Summary & 20 Largest Unsecured Creditors ROCHA DAIRY: Has Court's Nod to Hire Cooper Norman as Accountant SINCLAIR BROADCAST: Files Form 10-Q, Posts $26.3MM Income in Q3 SOLYNDRA LLC: Plan of Reorganization Substantially Consummated SOMERSVILLE PROFESSIONAL: Case Summary & 5 Unsecured Creditors SPRINT NEXTEL: S&P Assigns 'B+' Rating on Senior Notes Due 2022 SPIRIT REALTY: Incurs $49.8 Million Net Loss in Third Quarter SPRINT NEXTEL: Files Form 10-Q, Incurs $767-Mil. Net Loss in Q3 STRATUM HOLDINGS: Incurs $173,480 Net Loss in Third Quarter TA PROPERTIES: Case Summary & 8 Unsecured Creditors THERAKOS INC: S&P Gives 'B' Corp. Credit Rating; Outlook Stable TIGEREYE PROMOTIONS: Case Summary & 20 Largest Unsecured Creditors TRAVELPORT HOLDINGS: Files Form 10-Q, Incurs $40MM Loss in Q3 TRIDENT MICROSYSTEMS: Brencourt Quits Equity Panel TRIUS THERAPEUTICS: Files Form 10-Q, Incurs $17.7MM Loss in Q3 UNI-PIXEL INC: Incurs $2 Million Net Loss in Third Quarter UNIVERSAL PAINTING: Case Summary & 20 Largest Unsecured Creditors UPPER CRUST: Owes $850,000 in Back Wages to Employees VERENIUM CORP: Incurs $5.2 Million Net Loss in Third Quarter VILLAGIO PARTNERS: Marcel, Compass Hire Realty Partners VILLAGIO PARTNERS: Hires Jimbo Homeyer as Real Estate Agent VISCOUNT SYSTEMS: Incurs C$780,200 Net Loss in Third Quarter VISUALANT INC: Wins Fourth Patent on ChromaID Technology W3 HOLDINGS: S&P Keeps 'B-' Rating on Sr. Secured Credit Debt WARNER MUSIC: Has $150MM Revolving, $600MM Term Loan Facilities WARREN SAPP: Judge Rejects $2.1MM Bid for Windermere Home WESCO DISTRIBUTION: S&P Gives 'B+' Rating on $605-Mil. Term Loan WESTMORELAND COAL: Reports $5.3-Mil. Net Income in Third Quarter ZOGENIX INC: Incurs $19.3 Million Net Loss in Third Quarter * Delinquency Rate Has Largest Increase Since 2008 * BOND PRICING: For the Week From Nov. 5 to 9, 2012 ********* 1220 SOUTH OCEAN: Lenders Balk at Superpriority Claim for Swanson ----------------------------------------------------------------- Paul Brinkmann at South Florida Business Journal reports that New Providence Capital and TD Bank, two major lenders in the bankruptcy of a $74 million mansion in Palm Beach, have objected to granting a super-priority claim to the project's developer, Dan Swanson. The report relates Mr. Swanson filed to put the mansion at 1220 S. Ocean Blvd. and its development company into Chapter 11 bankruptcy on Sept. 21. His development company built the mansion on speculation; so far it hasn't sold at the asking price of $74 million. The project has about $24 million in debts. The report says the mansion had been written up by The Wall Street Journal, Huffington Post and other major news outlets. Mr. Swanson and his company, West Palm Beach-based Addison Development, have built many mansions and high-end homes in Palm Beach County. The report relates, according to county records, Mr. Swanson's company paid $20.8 million for the 2.11-acre lot at 1220 S. Ocean Blvd. in 2007. Records said the built area is 24,369 square feet. Amenities include an elevator, boat dock, patio, fountain and in- ground pool. According to the report, on Oct. 22, Mr. Swanson's attorneys sought a judge's order granting Mr. Swanson a super-priority administrative claim for his expenses, if he personally finances maintenance and upkeep. The lenders have objected to that plan, saying Mr. Swanson's company should seek alternative financing first. The report says loans came from TD Bank at $16 million and $5.2 million, and from New Providence at $5.3 million and $1 million. The report notes there's a hearing set on Nov. 15 in West Palm Beach bankruptcy court to approve employment of Kaufman Rossin & Co. as accountant and James McCann of Corcoran Group as real estate broker. About 1220 South Ocean 1220 South Ocean Boulevard, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 12-32609) in its home-town in West Palm Beach, Florida. The Debtor disclosed $74 million in total assets and $41.5 million in liabilities as of Sept. 7, 2012. According to http://1220southocean.com/,1220 South Ocean is a French-inspired waterfront estate homes and resort located in Palm Beach. Owned by real estate developer Dan Swanson, president of Addison Development, 1220 South Ocean sits on 2.5 private and secure acres of land, has 20,000 square feet of living plus an additional 7,000 square feet of loggias, garages & guest house. The resort is located four miles to Palm Beach International Airport. Mr. Swanson other developments include the Phipps Estates in Palm Beach and Addison Estates at the Boca Hotel. Judge Erik P. Kimball oversees the case. Kenneth S. Rappaport, Esq., at Rappaport Osbourne & Rappaport, in Boca Raton, Florida, serves as counsel to the Debtor. 50 BELOW: Emerald, Ari Network Acquire Duluth Web Assets -------------------------------------------------------- Northernland's Newscenter reports that a judge gave the green light to two companies to buy the assets of the Duluth web and marketing company 50 Below. According to the report, Emerald Connect bid $3.5 million on the financial division of the company. ARI Network Service bid $5 million on the retail division. The report notes a third company, Dominion Enterprises from the state of Virginia, serves as backup bidder. According to court records, Dominion filed an objection with the court saying the sale process was flawed and they should have been selected as the highest bidder as opposed to ARI Network. Dominion bid $5.15 million. According to the report, Roy W. Olivier, the president and CEO of ARI Network, said he was meeting with 50 Below management and employees Thursday to discuss potential future plans. He said he plans to invest in the Duluth office and have it be the center of his company's automotive and sports division. 50 Below, which provides Internet marketing and web design services, filed for Chapter 11 bankruptcy on Aug. 29, 2012, claiming liabilities of about $12 million, including nearly $8.8 million owed to the Internal Revenue Service, and another $1 million to the Minnesota Department of Revenue. A123 SYSTEMS: Gets Court Approval to Hold Dec. 6 Asset Auction -------------------------------------------------------------- Carla Main at Bloomberg News reports that A123 Systems Inc. won permission to sell its assets at a Dec. 6 auction where bidders will include Johnson Controls Inc. and Wanxiang Group Co. U.S. Bankruptcy Judge Kevin Carey approved bidding procedures at a hearing Nov. 8 in Wilmington, Delaware, overruling the U.S. Trustee's objection to a $2.5 million breakup fee Johnson Controls will get if it isn't the winner. Johnson Controls also would get $3 million for expenses. According to the report, the proposed protections for Johnson Controls will "enhance the process," not chill it, Judge Carey said. He scheduled a Dec. 11 hearing to approve the sale. About 25 parties interested in A123 assets are under confidentiality agreements, Timothy Pohl, a managing director of Lazard Ltd., told the court. The report relates that Siemens AG of Germany and Tokyo-based NEC Corp. are among companies interested in bidding for A123 assets, their lawyers said in court. A123 filed for bankruptcy with plans to sell its automotive-business assets to Milwaukee-based Johnson Controls for about $125 million. The company "continues to engage in active discussions regarding strategic alternatives for its grid, commercial, government and other operations, and has received several indications of interest for these businesses," A123 said in a statement. Bojan Guzina, an attorney representing Wanxiang American Corp., a unit of the Chinese auto-parts maker, told Judge Carey that the company presented a "qualified" bid to A123. The report notes that Wanxiang is pursuing approval from the Committee on Foreign Investment in the United States. CFIUS, a multiagency group led by the Treasury Department, reviews mergers and acquisitions for national-security concerns when a takeover may give a foreign owner control of a U.S. company. While filings are voluntary, the committee can begin its own review. Wanxiang America said it wanted to be the lead bidder for all of A123's assets in the court-supervised auction. Because of the stalking-horse baseline bid, "we have more parties conducting diligence now by a significant margin than we did in the out-of-court process," Mr. Pohl told the court. Some companies are interested in pieces of the business that Johnson Controls isn't buying, he said. Judge Carey also approved incentive and retention plans for certain employees. A123 lost three employees since a Nov. 5 hearing, bringing total departures since the case was filed to 25, the company's lawyers said. About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designs, develops, manufactures and sells advanced rechargeable lithium-ion batteries and battery systems and provides research and development services to government agencies and commercial customers. A123 is the recipient of a $249 million federal grant from the Obama administration. Pre-bankruptcy, A123 had an agreement to sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. A123 didn't make a $2.7 million payment due Oct. 15 on $143.75 million in 3.75% convertible subordinated notes due 2016. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012, with a deal to sell its auto-business assets to Johnson Controls Inc. The deal with JCI is valued at $125 million, and subject to higher offers at a bankruptcy auction. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Debt includes $143.8 million on 3.75% convertible subordinated notes. Other liabilities include $22.5 million on a bridge loan owing to Wanziang. About $33 million is owed to trade suppliers. The Hon. Kevin J. Carey presides over the case. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. An official committee of unsecured creditors has been appointed in the case. The Committee is represented by William R. Baldiga, Esq., at Brown Rudnick LLP, and Mark Minuti, Esq., at Saul Ewing LLP. A123 SYSTEMS: Wanxiang, Seimens & NEC to Compete With JCI --------------------------------------------------------- Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review, reports that Judge Kevin Carey of the U.S. Bankruptcy Court last week signed off on Johnson Controls Inc.'s $125 million offer as the stalking horse, or lead bidder, for A123 Systems Inc.'s transportation unit. The report notes JCI will compete with China's Wanxiang Group Corp., Germany's Siemens AG and Japan's NEC Corp. at the bankruptcy auction on Dec. 6 at the Chicago office of the law firm of Latham & Watkins, A123's lawyers. According to the report, Wanxiang on the evening of Nov. 7 submitted a rival offer for all of A123's business, will be considered a qualified bidder. The report relates lawyers for both NEC and Siemens told Judge Carey that they also were interested in bidding on A123's assets. Siemens didn't indicate if it would bid on all of A123 or just specific pieces, while NEC is specifically looking at A123's non- auto assets. The report notes a spokesman for Siemens said the company doesn't comment on potential merger or acquisition activity. A spokeswoman for NEC couldn't be reached for comment. Dow Jones also reports that Judge Carey will hold a sale hearing for the afternoon of Dec. 11, more than three weeks later than JCI initially had requested. The sale extension is critical for Wanxiang, which needs U.S. government approval before it can close a deal for A123 Systems. Specifically, Wanxiang needs approval from the Committee on Foreign Investment in the United States, which reviews deals that result in the control of a U.S. business by a foreign company in cases where a deal could affect U.S. national security interests. About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designs, develops, manufactures and sells advanced rechargeable lithium-ion batteries and battery systems and provides research and development services to government agencies and commercial customers. A123 is the recipient of a $249 million federal grant from the Obama administration. Pre-bankruptcy, A123 had an agreement to sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. A123 didn't make a $2.7 million payment due Oct. 15 on $143.75 million in 3.75% convertible subordinated notes due 2016. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012, with a deal to sell its auto-business assets to Johnson Controls Inc. The deal with JCI is valued at $125 million, and subject to higher offers at a bankruptcy auction. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Debt includes $143.8 million on 3.75% convertible subordinated notes. Other liabilities include $22.5 million on a bridge loan owing to Wanziang. About $33 million is owed to trade suppliers. The Hon. Kevin J. Carey presides over the case. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. An official committee of unsecured creditors has been appointed in the case. The Committee is represented by William R. Baldiga, Esq., at Brown Rudnick LLP; and Mark Minuti, Esq., at Saul Ewing LLP. A123 SYSTEMS: Court Approves Bonus Program ------------------------------------------ Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review, reports that Delaware Bankruptcy Judge Kevin Carey approved A123 Systems Inc.'s bid to pay millions of dollars in "incentive" bonuses to a handful of the battery matter's top employees, most if not all of whom are insiders. Dow Jones relates the U.S. Trustee, the government's bankruptcy watchdog, had objected to the bonuses, noting that since A123 already has a $125 million offer on the table for just its transportation business, the proposed bonus targets -- based on $150 million total sale price -- amounted to little more than a "layup" for the company's top brass. Dow Jones says Judge Carey rejected that argument, saying the incentive package seemed fair and reasonable. He also signed off on a separate retention plan and severance package covering the battery maker's employees. A123 proposes to pay up to $4.2 million in bonuses. About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designs, develops, manufactures and sells advanced rechargeable lithium-ion batteries and battery systems and provides research and development services to government agencies and commercial customers. A123 is the recipient of a $249 million federal grant from the Obama administration. Pre-bankruptcy, A123 had an agreement to sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. A123 didn't make a $2.7 million payment due Oct. 15 on $143.75 million in 3.75% convertible subordinated notes due 2016. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012, with a deal to sell its auto-business assets to Johnson Controls Inc. The deal with JCI is valued at $125 million, and subject to higher offers at a bankruptcy auction. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Debt includes $143.8 million on 3.75% convertible subordinated notes. Other liabilities include $22.5 million on a bridge loan owing to Wanziang. About $33 million is owed to trade suppliers. The Hon. Kevin J. Carey presides over the case. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. An official committee of unsecured creditors has been appointed in the case. The Committee is represented by William R. Baldiga, Esq., at Brown Rudnick LLP; and Mark Minuti, Esq., at Saul Ewing LLP. A123 SYSTEMS: Taps Logan & Co. as Administrative Agent ------------------------------------------------------ A123 Systems, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Logan & Company, Inc., as administrative advisor. The Debtors filed a separate application to employ Logan as claims and noticing agent. Logan, as administrative advisor, will, among other things: a) assist the Debtors in managing the claims reconciliation and objection process, flag for review by the Debtors those proofs of claim subject to possible procedural objections, those that are inconsistent with the schedules of assets and liabilities, and those that supersede scheduled liabilities, input the Debtors' objection determination in the claims database, and prepare exhibits for the Debtors' omnibus claims objections; b) provide balloting and solicitation services to the Debtors as proponents of a plan of reorganization, including assisting in the production of solicitation materials, tabulating creditor ballots on a daily basis, preparing voting results reports, drafting certification of voting results, and providing court testimony with respect to balloting, solicitation, and tabulation matters; and c) provide the Debtors with consulting and computer software support regarding the reporting and information management requirements of the bankruptcy administration process. Prepetition, the Debtors paid Logan a retainer of $10,000. The Retainer was drawn upon by Logan in connection with prepetition fees and expenses and subsequently replenished by the Debtors with an additional $10,000. To the best of the Debtors' knowledge, Logan is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designs, develops, manufactures and sells advanced rechargeable lithium-ion batteries and battery systems and provides research and development services to government agencies and commercial customers. A123 is the recipient of a $249 million federal grant from the Obama administration. Pre-bankruptcy, A123 had an agreement to sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. A123 didn't make a $2.7 million payment due Oct. 15 on $143.75 million in 3.75% convertible subordinated notes due 2016. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012, with a deal to sell its auto-business assets to Johnson Controls Inc. The deal with JCI is valued at $125 million, and subject to higher offers at a bankruptcy auction. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Debt includes $143.8 million on 3.75% convertible subordinated notes. Other liabilities include $22.5 million on a bridge loan owing to Wanziang. About $33 million is owed to trade suppliers. The Hon. Kevin J. Carey presides over the case. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. An official committee of unsecured creditors has been appointed in the case. The Committee is represented by William R. Baldiga, Esq., at Brown Rudnick LLP, and Mark Minuti, Esq., at Saul Ewing LLP. A123 SYSTEMS: Taps Richards Layton as Bankruptcy Co-Counsel ----------------------------------------------------------- A123 Systems, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Richards Layton & Finger, P.A. as bankruptcy co-counsel under an evergreen retainer. By separate application, the Debtors are also seeking to employ Latham & Watkins, LLP as co-counsel. Latham and RL&F have discussed a division of responsibilities regarding the Debtors' representation in the Chapter 11 cases. Mark D. Collins, director at RL&F, tells the Court that prepetition, the Debtors paid RL&F a total retainer of $150,000. Mr. Collins assures the Court that RL&F is a "disinterested person' as that term is defined in Section 101(14) of the Bankruptcy Code. About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designs, develops, manufactures and sells advanced rechargeable lithium-ion batteries and battery systems and provides research and development services to government agencies and commercial customers. A123 is the recipient of a $249 million federal grant from the Obama administration. Pre-bankruptcy, A123 had an agreement to sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. A123 didn't make a $2.7 million payment due Oct. 15 on $143.75 million in 3.75% convertible subordinated notes due 2016. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012, with a deal to sell its auto-business assets to Johnson Controls Inc. The deal with JCI is valued at $125 million, and subject to higher offers at a bankruptcy auction. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Debt includes $143.8 million on 3.75% convertible subordinated notes. Other liabilities include $22.5 million on a bridge loan owing to Wanziang. About $33 million is owed to trade suppliers. The Hon. Kevin J. Carey presides over the case. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. An official committee of unsecured creditors has been appointed in the case. The Committee is represented by William R. Baldiga, Esq., at Brown Rudnick LLP, and Mark Minuti, Esq., at Saul Ewing LLP. A123 SYSTEMS: Taps Latham & Watkins as Bankruptcy Co-Counsel ------------------------------------------------------------ A123 Systems, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Latham & Watkins LLP as bankruptcy co-counsel. L&W has represented the Debtors since April 2011 on a variety of general corporate and litigation matters. The Debtors filed a separate application to employ Richards, Layton & Finger, P.A., as co-counsel and conflicts counsel. The Debtors relate that each counsel will not duplicate the services they provide to the Debtors because L&W and RLF will each have a well-defined role. Prepetition, the Debtors paid L&W $4,533,433. Of the amount, $3,712,445 was paid in the form of retainers applied to subsequent invoices. As of the Petition Date, $1,050,000 of the retainer remained prior to a reduction for all prepetition invoices for professional fees and expenses incurred but not billed prior to the Petition Date. To the best of the Debtors' knowledge, L&W is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designs, develops, manufactures and sells advanced rechargeable lithium-ion batteries and battery systems and provides research and development services to government agencies and commercial customers. A123 is the recipient of a $249 million federal grant from the Obama administration. Pre-bankruptcy, A123 had an agreement to sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. A123 didn't make a $2.7 million payment due Oct. 15 on $143.75 million in 3.75% convertible subordinated notes due 2016. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012, with a deal to sell its auto-business assets to Johnson Controls Inc. The deal with JCI is valued at $125 million, and subject to higher offers at a bankruptcy auction. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Debt includes $143.8 million on 3.75% convertible subordinated notes. Other liabilities include $22.5 million on a bridge loan owing to Wanziang. About $33 million is owed to trade suppliers. The Hon. Kevin J. Carey presides over the case. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. An official committee of unsecured creditors has been appointed in the case. The Committee is represented by William R. Baldiga, Esq., at Brown Rudnick LLP, and Mark Minuti, Esq., at Saul Ewing LLP. A123 SYSTEMS: Wants Until Nov. 30 to File Schedules and SOFAs ------------------------------------------------------------- A123 Systems, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend the deadline in filing their (a) schedules of assets and liabilities; (b) schedules of executory contracts and unexpired leases; and (c) statements of financial affairs from Nov. 15 until Nov. 30, 2012. The Debtors need more time to collect, prepare and complete the schedules and statements. The Debtors note that their advisors must gather, review and assemble information from books, records and documents related to thousands of transactions. About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designs, develops, manufactures and sells advanced rechargeable lithium-ion batteries and battery systems and provides research and development services to government agencies and commercial customers. A123 is the recipient of a $249 million federal grant from the Obama administration. Pre-bankruptcy, A123 had an agreement to sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. A123 didn't make a $2.7 million payment due Oct. 15 on $143.75 million in 3.75% convertible subordinated notes due 2016. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012, with a deal to sell its auto-business assets to Johnson Controls Inc. The deal with JCI is valued at $125 million, and subject to higher offers at a bankruptcy auction. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Debt includes $143.8 million on 3.75% convertible subordinated notes. Other liabilities include $22.5 million on a bridge loan owing to Wanziang. About $33 million is owed to trade suppliers. The Hon. Kevin J. Carey presides over the case. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. An official committee of unsecured creditors has been appointed in the case. The Committee is represented by William R. Baldiga, Esq., at Brown Rudnick LLP, and Mark Minuti, Esq., at Saul Ewing LLP. A123 SYSTEMS: Gets Interim OK to Pay Critical Vendors ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware, authorized, on an interim basis, A123 Systems, Inc., et al., to pay prepetition claims of certain critical vendors and service providers. About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designs, develops, manufactures and sells advanced rechargeable lithium-ion batteries and battery systems and provides research and development services to government agencies and commercial customers. A123 is the recipient of a $249 million federal grant from the Obama administration. Pre-bankruptcy, A123 had an agreement to sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. A123 didn't make a $2.7 million payment due Oct. 15 on $143.75 million in 3.75% convertible subordinated notes due 2016. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012, with a deal to sell its auto-business assets to Johnson Controls Inc. The deal with JCI is valued at $125 million, and subject to higher offers at a bankruptcy auction. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Debt includes $143.8 million on 3.75% convertible subordinated notes. Other liabilities include $22.5 million on a bridge loan owing to Wanziang. About $33 million is owed to trade suppliers. The Hon. Kevin J. Carey presides over the case. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. An official committee of unsecured creditors has been appointed in the case. The Committee is represented by William R. Baldiga, Esq., at Brown Rudnick LLP, and Mark Minuti, Esq., at Saul Ewing LLP. ADEPT TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: ADEPT Technologies, LLC 2865 Wall Triana Highway Huntsville, AL 35824 Bankruptcy Case No.: 12-83490 Chapter 11 Petition Date: October 31, 2012 Court: United States Bankruptcy Court Northern District of Alabama (Decatur) Judge: Jack Caddell Debtor's Counsel: Kevin D. Heard, Esq. HEARD ARY, LLC 307 Clinton Ave. W., Suite 310 Huntsville, AL 35801 Tel: (256) 535-0817 Fax: (256) 535-0818 E-mail: kheard@heardlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Brad Fielder, managing member. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ SBA-Colsen $2,225,498 Attn: Bankruptcy Department #4 New York Plaza 17th Floor New York, NY 10004 Internal Revenue Service $430,896 Attn: Bankruptcy Department P.O. Box 7346 Philadelphia, PA 19101-7346 SBA-Colsen $135,610 Attn: Bankruptcy Department #4 New York Plaza 17th Floor New York, NY 10004 SBA-Colsen $135,610 Attn: Bankruptcy Department #4 New York Plaza 17th Floor New York, NY 10004 First Volunteer $129,536 Jonathan Engineered $119,437 Sol. Weaver and Sons $29,680 Quantitech $24,410 TW Metals $15,980 L. Miller $12,465 O'Neal Steel $11,393 Pro Machine $9,200 R&D Tool Engineering $8,730 Bisco $8,368 Copeland's $7,730 Castle Metals $7,413 Tool Source $5,877 Optimal Consulting $5,700 Yarbrough Cable $4,956 Ford Tool and $4,483 Carbide Co. ALIMERA SCIENCES: Incurs $5.4-Mil. Net Loss in Third Quarter ------------------------------------------------------------ Alimera Sciences, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $5.4 million for the three months ended Sept. 30, 2012, compared with a net loss of $6.5 million for the same period last year. For the nine months ended Sept. 30, 2012, the Company had a net loss of $14.5 million, compared with a net loss of $16.4 million for the same period of 2011. The Company does not expect the generation of revenue until 2013, and does not expect to have positive cash flow from operations until 2014. The Company's balance sheet at Sept. 30, 2012, showed $19.8 million in total assets, $8.0 million in total liabilities, and stockholders' equity of $11.8 million. A copy of the Form 10-Q is available at http://is.gd/MmQ4Zr About Alimera Sciences Alpharetta, Ga.-based Alimera Sciences, Inc., is a biopharmaceutical company that specializes in the research, development and commercialization of prescription ophthalmic pharmaceuticals. The Company is presently focused on diseases affecting the back of the eye, or retina, because the Company believes these diseases are not well treated with current therapies and represent a significant market opportunity. * * * As reported in the TCR on April 5, 2012, Deloitte & Touche LLP, in Atlanta, Georgia, expressed substantial doubt about Alimera Sciences' 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 of the Company's recurring net losses, negative cash flow from operations, accumulated deficit, and current lack of a commercial product. ALLY FINANCIAL: DBRS Assigns 'BB(low)' Issuer & LT Debt Rating -------------------------------------------------------------- DBRS has commented on the 3Q12 results of Ally Financial Inc. (Ally or the Company). DBRS rates Ally's Issuer and Long-Term Debt at BB (low). The ratings remain Under Review - Developing where they were placed on May 15, 2012. For the quarter, Ally reported net income of $384 million compared to a net loss of $898 million in the prior quarter. DBRS notes that 2Q12 results were impacted by a $1.2 billion charge related to the bankruptcy filing of Residential Capital, LLC (ResCap). Core pre-tax income (income from continuing operations before taxes and origination issue discount (OID) amortization expense), excluding ResCap related items totaled $559 million compared to a core pre-tax income of $533 million in 2Q12. In an increasingly competitive marketplace, DBRS sees Ally's underlying results as illustrating the strength of the overall franchise underpinned by a strong U.S. auto finance business and a growing direct bank franchise. Results also benefited from solid credit performance and asset yields that reflect a more diversified origination mix. Moreover, DBRS recognizes the progress the Company has achieved in executing on its strategic plan to simplify and streamline the business. To this end, Ally recently agreed to the sale of its Mexican insurance business as well as its Canadian operations (both transactions are subject to regulatory approval), which combined will result in an estimated pre-tax gain on sale of $1.2 billion, further supporting capital and liquidity. Ally expects to announce plans for the remaining international operations in Europe and Latin America in the near- term and is currently evaluating alternatives for Ally Bank's agency MSR portfolio and mortgage business lending operation. Results were driven by a solid performance in the core auto services business, improving earnings in Mortgage Operations and good underlying trends in Insurance. The North American Automotive Finance segment reported pre-tax income of $510 million, 19% lower on a linked quarter basis. Results were impacted by normalization in provision for credit losses, which increased QoQ as a reserve release in 2Q12 did not repeat. Other revenue declined on lower gains associated with whole loan sales and off-balance sheet securitizations. Positively, net financing revenue improved on earning asset growth. Net interest margin was 9 basis points (bps) lower QoQ at 2.06% as earning asset yields were lower due to Ally holding higher cash balances ahead of repayment of TLGP debt partially offset by a 4 bps reduction in cost of funds. In 3Q12, Ally's North American Auto Finance segment reported U.S. consumer origination volumes of $9.6 billion. Demonstrating Ally's progress in successfully broadening its origination channels diversified new dealers, used and lease origination accounted for over 50% of total origination volumes, while GM and Chrysler subvented business accounted for just 14%. DBRS considers the solid origination volumes as illustrating the substantial strength of Ally's core U.S. auto finance franchise. Moreover, DBRS views the loan origination volumes as evidencing the Company's strong competitive position and the ability of the Company to leverage its strong relationship with auto dealers. For the quarter, the Mortgage Operations segment reported pre-tax income from continuing operations of $354 million, up from $110 million in 2Q12. Mortgage Operations include the Company's legacy and originations servicing segments, but exclude ResCap. Results benefited from higher gain on sale revenue due to an increase in refinance activity and a strong MSR hedge performance as the increase in the value of the Company's hedges outpaced the decline in the MSR asset. Insurance reported pre-tax income of $33 million down from $43 million in 2Q12 due to an other than temporary impairment in the investment portfolio which more than offset lower weather related losses than in the prior quarter. Importantly, the Dealer Products and Service business, (which provides dealer-centric products such as extended service contracts and floor plan insurance, and is a key product line for Ally), wrote $285 million of premiums in 3Q12, the highest level in four years. Credit metrics were up slightly quarter-on-quarter but remain near historic lows. Within the $121.3 billion loan book, the net charge-offs (NCOs) rate increased 13 basis points (bps) QoQ to a very low 0.42%. The modest increase reflects seasonality, large recoveries in the commercial loan book in 2Q12 which did not repeat, and normalization of loss rates in the retail loan book. Delinquencies in the global auto book were up 16 bps from the prior quarter at 1.39% owing to seasonal trends as delinquencies remained near cyclical lows. Provision for loan losses increased to $116 million from $28 million in 2Q12 as notable reserve releases in the prior quarter did not repeat and earning assets continue to grow. DBRS sees the reserve coverage as solid at 285.3% of NCOs. Ally's leading direct bank is the foundation for the solid funding profile. Net deposits grew by 4% QoQ, or $1.7 billion to $42.0 billion. Importantly, CD retention rates remain strong at over 90% and the average number of deposit accounts per customer at 1.95 demonstrates the strength of franchise. At quarter-end the Company's time to required funding was sound at over two years. DBRS notes that the Company recently repaid $2.9 billion of TLGP debt and intends to repay the remaining $4.5 billion of TLGP before year-end. Upon the repayment of the TLGP debt, the Company's debt maturity schedule becomes more balanced. During 3Q12, Ally completed nearly $6.3 billion of new secured and unsecured funding, while launching its new Ally Retail Term Note Program demonstrating the Company's broad and diversified access to capital markets. Capital remains stable as capital generation from earnings was offset by growth in risk-weighted assets due to the solid growth in auto originations. At September 30, 2012, the Company's Tier 1 Capital ratio stood at 13.6%, essentially unchanged from 2Q12. Risk weighted assets increased 2% sequentially to $150.3 billion. DBRS notes that should the full sale of the Company's international operations be completed, RWAs would decline approximately $30 billion, further strengthening regulatory capital ratios. Tangible common equity increased $400 million QoQ to $11.3 billion and as a result, the Company's tangible common equity-to-tangible asset ratio improved 10 basis points to 6.2%. The Under Review Developing reflects the ResCap bankruptcy filing and DBRS's view that while there are medium-to longer-term positives for Ally to this action from ResCap, DBRS is nonetheless concerned that indirect and direct costs may exceed Ally's estimates. Moreover, DBRS notes that the bankruptcy plan may be altered or delayed in the bankruptcy process. Importantly, DBRS notes that to date, ResCap's bankruptcy costs to Ally remain within its initial estimates. DBRS expects to conclude its review at the end of the bankruptcy process which is expected by the middle of 2013 at the latest. AMERICA'S SUPPLIERS: Reports $169,500 Net Income in 3rd Quarter --------------------------------------------------------------- America's Suppliers, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $169,564 on $4.86 million of net revenues for the three months ended Sept. 30, 2012, compared with net income of $215,728 on $4.91 million of net revenues for the same period during the prior year. The Company recorded net income of $221,567 on $12.16 million of net revenues for the nine months ended Sept. 30, 2012, compared with a net loss of $131,809 on $12.33 million of net revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2012, showed $2.19 million in total assets, $1.93 million in total liabilities, all current, and $259,768 in total shareholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/nvYPYR Scottsdale, Ariz.-based America's Suppliers, Inc., is an Internet- based provider of general merchandise through its wholly owned subsidiaries, DollarDays International, Inc., and http://www.WowMyUniverse.com/ AMERICAN AIRLINES: Asks Appeals Court to Stay Union Election ------------------------------------------------------------ Carla Main at Bloomberg News reports that AMR Corp., the parent of American Airlines, asked a U.S. appeals court to recall and stay the mandate for an employee union election while the company goes to the U.S. Supreme Court. According to the report, AMR is seeking to stop passenger-service agents from holding an election to determine whether they will have a union at American Airlines. AMR asked the U.S. Appeals Court in New Orleans for a stay while it asks for a Supreme Court review, and to shorten the time in which the National Mediation Board and the AFL-CIO union federation may respond. If the court rejects that request, AMR also asked for a stay of the mandate at least "for the limited time period during which American will seek a stay in the Supreme Court." The stay is need because the union voting period is to run from Dec. 4 to Jan. 15, AMR said in court papers. "The representation election will be carried out before the merits of this important issue can be reached" at the high court unless the election is halted, AMR said. The report relates AMR has argued that the mandate is improper because of an insufficient showing of interest by the workers. AMR won a victory in June when a federal district judge in Dallas ruled that the National Mediation Board was improperly holding an election by passenger-service agents because 50% hadn't shown a desire for union representation. The NMB and the Communications Workers of America appealed, contending only 35% was required. The Bloomberg report discloses that the appeals court in New Orleans sided with the workers on Oct. 3, ruling that the NMB was correct in using a 35% threshold. AMR sought rehearing and lost on Oct. 30. The appeal is American Airlines Inc. v. National Mediation Board, 12-10680, U.S. Court of Appeals for the Fifth Circuit (New Orleans). 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: Pilots to Vote on Tentative Contract ------------------------------------------------------- Mary Schlangenstein at Bloomberg News reports that AMR Corp.'s American Airlines accepted a tentative contract proposal from its pilots union this Nov. 9 that may move the company closer to leaving bankruptcy. The Allied Pilots Association board said in an e-mailed statement that it will send the agreement in principle to its 8,000 members for a ratification vote. The APA agreed in April to a conditional contract with suitor US Airways Group Inc. should the carriers merge. According to the report, pilots, who turned down a previous proposal in August, are the lone labor group to reject concessions negotiated with American to reduce labor costs the carrier said helped push it into Chapter 11. American wants a new pilot contract before leaving court protection to assure creditors about future labor costs as it operates on a stand-alone basis. The union designed its proposal "to provide our pilots with an industry-standard contract for enabling American Airlines to complete a successful restructuring and compete on a level playing field with its network-carrier peers," according to the statement. The report relates that while a pilot contract isn't required before Fort Worth, Texas-based American presents its reorganization plan to creditors and the bankruptcy court, the airline said it preferred to reach one. "We worked hard with the APA's negotiating committee to structure an agreement that addresses the priorities identified as most important to our pilots," while remaining within the framework supported by the unsecured creditors committee in the bankruptcy case, Bruce Hicks, an airline spokesman, said in a statement. The report notes that American and the APA failed to reach a contract agreement in talks that began more than five years before the carrier sought bankruptcy protection on Nov. 29. The latest round of negotiations began in the first week of October. US Airways, the fifth-biggest U.S. airline, hasn't made a formal bid for No. 3 American because that carrier holds the exclusive right to file a reorganization plan. A combined airline would be the world's largest by traffic. The Bloomberg report discloses that American and Tempe, Arizona- based US Airways have been exchanging confidential financial and operational information to evaluate potential benefits of a merger during bankruptcy. American has said it which wants to consider merging only after exiting court protection. The pilots' agreement, if approved by the APA board and union members, would replace terms imposed by American to secure $315 million a year in savings after a previous contract proposal was rejected on Aug. 8 by a 61% margin. 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: October Traffic Down 3.7% -------------------------------------------- AMR Corporation reported October 2012 consolidated revenue and traffic results for its principal subsidiary, American Airlines, Inc., and its wholly owned subsidiary, AMR Eagle Holding Corporation. Consolidated capacity and traffic were 3.4% and 3.7% lower year- over-year respectively, resulting in a consolidated load factor of 82.3 percent, a decrease of 0.3 points versus the same period last year. International load factor increased 0.5 points to 81.3%, as traffic decreased 0.6% on 1.2% less capacity. The Pacific entity recorded the highest year-over-year increase in load factor of 4.9 points, resulting in a load factor of 82.8% for the month of October. Domestic capacity and traffic were 5.0% and 6.0% lower year-over- year, respectively, resulting in a domestic load factor of 84.0%, 0.9 points lower compared to the same period last year. October's consolidated passenger revenue per available seat mile (PRASM) increased an estimated 0.4% versus the same period last year. Absent the recent operational disruption that affected bookings for October travel, PRASM would have been approximately 3.1% higher than in October 2011. Separately, American Airlines and American Eagle cancelled more than 2,000 flights as a result of Hurricane Sandy; however, the impact on PRASM was not significant. "I'm proud of the spirit and resilience of our people, many of whom have been displaced or suffered home or property damage following Hurricane Sandy. Under very challenging conditions, they have worked diligently to restore our operations in the Northeast and care for our customers," said Tom Horton, chairman and CEO, AMR Corporation. On a consolidated basis, the company boarded 8.8 million passengers in October. A copy of the press release is available for free at: http://is.gd/wjhfnr 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: Has Deal in Principle with Pilots' Union ----------------------------------------------------------- The Allied Pilots Association and AMR Corp.'s management reached an agreement in principle over the parties' labor dispute, the pilots' union announced on its Web site Friday afternoon. "This afternoon the APA Board of Directors voted to present AMR management with a comprehensive counter-proposal. Management responded by agreeing to APA's proposal. The APA Board of Directors will proceed in compliance with policy-manual requirements and vote to send the agreement-in-principle to the membership as a tentative agreement for a ratification vote," APA Communications Director Gregg Overman said. "APA designed our comprehensive counter-proposal to provide our pilots with an industry-standard contract while enabling American Airlines to complete a successful restructuring and compete on a level playing field with its network-carrier peers. The Board's vote on the motion to present the comprehensive counter-proposal was 13 for, two against and one absent. "We will provide details of the new agreement-in-principle shortly. "Also [on Nov. 9], the Board received a closed-session briefing from Jack Butler, who serves as the lead counsel for the Unsecured Creditors' Committee. In addition, Andrew Yearley of Lazard, APA's financial adviser, addressed the Board." Details of the deal weren't immediately disclosed, but earlier union bulletins, according to The Wall Street Journal's Susan Carey, suggested it will have a six-year duration, provide a date- of-signing raise of 4%, and then two 2% annual raises, the mid- contract adjustment and two more raises of 2%. The Journal notes the pilot's defined-benefit pension plan has been frozen, which means no more company contributions will be made, but the pilots will receive a 14% annual company contribution to a 401(k) retirement plan. WSJ notes AMR is seeking more than $300 million in annual savings from the pilots. If the pilots agree to the new deal in the coming weeks, WSJ says AMR would be on course to reduce its annual labor expenses by about $1 billion. According to WSJ, a spokesman for American said the company is pleased to have reached the agreement. "We worked hard with the APA's negotiating committee to structure an agreement that addresses the priorities identified as the most important to our pilots," he said, "while staying within the economic framework" supported by AMR's creditors committee to ensure the company successfully restructures. In September, the Bankruptcy Court granted AMR's request to reject its collective bargaining agreement with the pilots' union and impose terms on the group. WSJ recounts that that shortly after that move, American's operations were snarled by a spike in pilot sick calls and an increase in pilot maintenance write-ups, which prompted the company to threaten legal action against the union. 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 PIPING: S&P Assigns 'B-' Prelim Corporate Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'B-' corporate credit rating to St. Louis, Mo.-based American Piping Products Inc. (APP) The outlook is stable. "At the same time, we assigned our preliminary 'B-' issue-level rating (same as the corporate credit rating) to the company's proposed $100 million senior secured notes due 2017. We assigned a preliminary recovery rating on the notes of '4', indicating our expectation of average (30%-50%) recovery for bondholders in the event of a payment default under our recovery scenario. The company is selling the notes pursuant to Rule 144a without registration rights," S&P said. "The corporate credit rating takes into account our view of the company's business risk profile as 'vulnerable' and its financial risk profile as 'highly leveraged'," said credit analyst Gayle Bowerman. "Our business risk profile for APP incorporates our view of the company's small size and its position as a player in the highly competitive metals distribution industry." "Our stable rating outlook for APP reflects our view that the company's operating performance will support credit metrics in line with our expectations for the 'B-' corporate credit rating. We anticipate that APP will generate leverage between 4x-5x and FFO-to-debt of below 10% over the next 12-24 months. Our assessment also takes into account the company's small size, limited product portfolio, exposure to raw materials price volatility, and participation in the competitive distribution industry," S&P said. AMERICAN SUZUKI: Proposes Protocol for Auto Dealer Agreements ------------------------------------------------------------- American Suzuki Motor Corporation asks the Bankruptcy Court: -- for authority to enter into postpetition service and parts agreements with existing automobile dealers to ensure continuity of service and warranty repair work and sales of remaining automobile inventory; -- to approve uniform procedures for the consensual rejection of automobile dealer agreements and all ancillary agreements; and -- to allow dealers' claims, excluding prepetition claims for warranty services; promotional, sales and incentive programs; and holdbacks. The Debtor said the Service and Parts Agreements will provide for continuity of critical warranty and service repair work for the benefit of owners of Suzuki automobiles and automobile dealers. The Debtor also added that rejection procedures would allow Settling Auto Dealers to liquidate claims, including those arising from the rejection of Automobile Dealer Agreements on a cost effective basis and avoid time consuming and expensive claims litigation, subject to a reasonable notice and objection period. Settling Auto Dealers also will avoid severe economic hardship by receiving a significant portion of the liquidated claims through a release and participation agreement with the Debtor's shareholder, pursuant to which the Debtor's shareholder (or its designee) will purchase a significant participation in the liquidated claim to aid Settling Auto Dealers -- and the respective customers, employees and vendors who rely on the Settling Auto Dealers -- in their continued operations under the Service and Parts Agreement. The Debtor noted the wind down of its Automotive Division entails, among other things, the rejection of all Automobile Dealer Agreements because the Automobile Dealer Agreements are premised on the Debtor's continuing sale of new automobiles beyond those in inventory. Since the Debtor is no longer going to sell new automobiles after the sale of existing inventory, the Automobile Dealer Agreements are no longer necessary. The Debtor, however, wants to ensure that the tens of thousands of customers who still use Suzuki vehicles will have access to service and enjoy the benefits of warranty agreements provided to them. Thus, the Debtor needs to enter into new agreements providing for the continued provision of service and parts by dealers. The Debtor also said its parent, Suzuki Motors Corp. or its designee will provide a cash payment equal to roughly 50% of the total Settling Dealer Liquidated Claim of Settling Auto Dealers who execute and return the agreements by no later than Nov. 30, 2012, and solely a subordination of SMC's prepetition secured claims to the Settling Dealer Liquidated Claim (i.e. no Participation Payment) for Settling Auto Dealers who execute and return such agreements after Nov. 30, 2012, but before Dec. 28, 2012. The Participation Payment is to be paid by SMC (or its designee) as soon as practicable after the Debtor's receipt of an executed Letter Agreement, Service and Parts Agreement and the Participation Payment. In exchange for the payment and other consideration set forth in the Participation Agreement, SMC (or its designee) will be entitled to receive a distribution payable from the estate, whether under a plan of reorganization or otherwise, on account of the Settling Dealer Liquidated Claim of the applicable Settling Auto Dealer. SMC (or its designee) will receive the distribution after the Settling Auto Dealer receives the difference between the Settling Dealer Liquidated Claim and the Participation Payment. The amount of the distribution will not exceed the Participation Agreement. Pursuant to the Participation Agreement, Settling Auto Dealers will instruct the Debtor to pay the distribution to SMC (or its designee) directly. There are roughly 35 existing service/parts only dealerships, which do not sell automobiles. All will be offered the new Service and Parts Agreement in place of their existing one. These dealers are not the subject of the proposed Dealer Settlement Procedures and will not be affected by the offers being made. About American Suzuki Established in 1986, American Suzuki Motor Corporation is the sole distributor of Suzuki automobiles and vehicles in the United States. American Suzuki wholesales virtually all of its inventory through a network of independently owned and unaffiliated dealerships located throughout the continental United States. The dealers then market and sell the Suzuki Products to retail customers. Suzuki Motor Corp., the 100% interest holder in the Debtor, manufacturers substantially all of the Suzuki products. American Suzuki has 295 employees. There are approximately 220 automotive dealerships, over 900 motorcycle/ATV dealerships, and over 780 outboard marine dealerships. American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC, absent higher and better offers. SMC is not included in the Chapter 11 filing. Bankruptcy Judge Catherine E. Bauer signed an order Oct. 6 reassigning the case to Judge Scott Clarkson. ASMC's legal advisor on the restructuring is Pachulski Stang Ziehl & Jones LLP, and its financial advisor is FTI Consulting, Inc. Nelson Mullins Riley & Scarborough LLP is serving as special counsel on automobile dealer and industry issues. Further, ASMC has proposed the appointment of Freddie Reiss, Senior Managing Director at FTI Consulting, as Chief Restructuring Officer, and has also added two independent Board members to assist it through this period. Rust Consulting Omni Bankruptcy, a division of Rust Consulting, Inc., is the claims and notice agent. The Debtor has retained Imperial Capital, LLC as investment banker. SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern LLP. AMERICAN SUZUKI: Has Green Light to Assume GE Financing Agreements ------------------------------------------------------------------ Bankruptcy Judge Scott C. Clarkson granted American Suzuki Motor Corporation permission to assume a Vendor Agreement dated Oct. 31, 2005, as amended, with GE Commercial Distribution Finance Corporation; a Claims Agreement dated July 16, 2007, with GE; and an Amended and Restated Consumer Direct Financing Program Agreement dated March 15, 2011, as amended, with GE Capital Retail Bank (formerly known as GE Money Bank). Prior to the bankruptcy, the Debtor's authorized dealers purchased certain Suzuki-brand products, including motorcycles and all- terrain vehicles, from the Debtor through floor financing provided by GE. In addition, GE Capital Retail Bank offers financing to consumer purchasers of certain Suzuki-brand products at the dealership level as set forth in the GE Consumer Agreement. The Debtor said the continued provision of dealer and consumer financing by the Finance Companies is essential to the Debtor's business operations. Absent the Finance Companies continuing to provide such financing and other arrangements postpetition, many of the Debtor's dealers and customers would be unable to finance the purchase of Suzuki vehicles and products distributed by the Debtor and the Debtor's flow of revenue would be substantially harmed. The Debtor believes it is current with respect to its monetary obligations under the GE Agreements, except for obligations that may be due in October and part of November 2012. To satisfy the cure and adequate assurance requirements of 11 U.S.C. Section 365(b)(1), the Debtor has consented to the payments of the Finance Companies' reasonable legal fees and expenses incurred in connection with the negotiation of their postpetition relationship with the Debtor. Pursuant to the Court's order, notwithstanding the assumption of the GE Agreements, the Finance Companies will have the right to terminate any or all of the GE Agreements if the Debtor has failed to either confirm a plan of reorganization that is acceptable to the Finance Companies or gain approval of a sale of substantially all the Company's assets to a buyer that is acceptable to the Finance Companies, which sale includes such acceptable buyer's assumption of the obligations under the GE Agreements on terms acceptable to the Finance Companies, by March 29, 2013. The Termination Right may be exercised by the Finance Companies in their sole discretion by filing a notice of termination with the Court at any time after March 29, 2013, and delivering the same to the Debtor. About American Suzuki Established in 1986, American Suzuki Motor Corporation is the sole distributor of Suzuki automobiles and vehicles in the United States. American Suzuki wholesales virtually all of its inventory through a network of independently owned and unaffiliated dealerships located throughout the continental United States. The dealers then market and sell the Suzuki Products to retail customers. Suzuki Motor Corp., the 100% interest holder in the Debtor, manufacturers substantially all of the Suzuki products. American Suzuki has 295 employees. There are approximately 220 automotive dealerships, over 900 motorcycle/ATV dealerships, and over 780 outboard marine dealerships. American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC, absent higher and better offers. SMC is not included in the Chapter 11 filing. Bankruptcy Judge Catherine E. Bauer signed an order Oct. 6 reassigning the case to Judge Scott Clarkson. ASMC's legal advisor on the restructuring is Pachulski Stang Ziehl & Jones LLP, and its financial advisor is FTI Consulting, Inc. Nelson Mullins Riley & Scarborough LLP is serving as special counsel on automobile dealer and industry issues. Further, ASMC has proposed the appointment of Freddie Reiss, Senior Managing Director at FTI Consulting, as Chief Restructuring Officer, and has also added two independent Board members to assist it through this period. Rust Consulting Omni Bankruptcy, a division of Rust Consulting, Inc., is the claims and notice agent. The Debtor has retained Imperial Capital, LLC as investment banker. SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern LLP. ANCHOR BANCORP: Incurs $12 Million Net Loss in Fiscal Q2 -------------------------------------------------------- Anchor Bancorp Wisconsin Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common equity of $12.05 million on $26.04 million of total interest income for the three months ended Sept. 30, 2012, compared with a net loss available to common equity of $19.59 million on $32.99 million of total interest income for the same period during the prior year. Anchor Bancorp recorded a net loss available to common equity of $15.47 million on $53.03 million of total interest income for the six months ended Sept. 30, 2012, compared with a net loss available to common equity of $27.74 million on $69.11 million of total interest income for the same period a year ago. The Company's balance sheet at Sept. 30, 2012, showed $2.66 billion in total assets, $2.70 billion in total liabilities and a $36.03 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/OpgNvr About Anchor Bancorp Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a registered savings and loan holding company incorporated under the laws of the State of Wisconsin. The Company is engaged in the savings and loan business through its wholly owned banking subsidiary, AnchorBank, fsb. Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank fsb, each consented to the issuance of an Order to Cease and Desist by the Office of Thrift Supervision. The Corporation and the Bank continue to diligently work with their financial and professional advisors in seeking qualified sources of outside capital, and in achieving compliance with the requirements of the Orders. The Corporation and the Bank continue to consult with the successors to the OTS, Federal Reserve, the the Office of the Comptroller of the Currency and Federal Deposit Insurance Corporation on a regular basis concerning the Corporation's and Bank's proposals to obtain outside capital and to develop action plans that will be acceptable to federal regulatory authorities, but there can be no assurance that these actions will be successful, or that even if one or more of the Corporation's and Banks proposals are accepted by the Federal regulators, that these' proposals will be successfully implemented. While the Corporation's management continues to exert maximum effort to attract new capital, significant operating losses in fiscal 2009, 2010 and 2011, significant levels of criticized assets and low levels of capital raise substantial doubt as to the Corporation's ability to continue as a going concern. If the Corporation and Bank are unable to achieve compliance with the requirements of the Orders, or implement an acceptable capital restoration plan, and if the Corporation and Bank cannot otherwise comply with those commitments and regulations, the OCC or FDIC could force a sale, liquidation or federal conservatorship or receivership of the Bank. The Company reported a net loss of $36.73 million on $127.25 million of total interest income for the fiscal year ended March 31, 2012, a net loss of $41.17 million on $166.46 million of total interest income for the year ended March 31, 2011, and a net loss of $176.91 million on $217.08 million of total interest income for the year ended March 31, 2010. McGladrey LLP, in Madison, Wisconsin, issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended March 31, 2012. The independent auditors noted that all of the subsidiary bank's regulatory capital amounts and ratios are below the capital levels required by the cease and desist order. The subsidiary bank has also suffered recurring losses from operations. Failure to meet the capital requirements exposes the Corporation to regulatory sanctions that may include restrictions on operations and growth, mandatory asset dispositions, and seizure of the subsidiary bank. In addition, the Corporation's outstanding balance under the Amended and Restated Credit Agreement is currently in default. These matters raise substantial doubt about the ability of the Corporation to continue as a going concern. APOLLO MEDICAL: Extends Maturity of $1.2MM Conv. Notes to 2016 -------------------------------------------------------------- Apollo Medical Holdings, Inc., entered into an agreement with all of the holders of its $1,250,000 10% subordinated convertible notes that mature on Jan. 31, 2013, to modify certain terms of the Notes as follows: (i) The maturity date of the Notes is extended to Jan. 31, 2016; (ii) the term of the 1,250,000 warrants convertible into the Company's common shares issued as part of the original offering is extended to July 31, 2016; (iii) the Notes conversion rate is fixed at $0.11485 per common share, which is equivalent to each $100 of par value of Note being convertible into 870.70 common shares, until Jan. 31, 2016; and (iv) the Warrant's exercise price is fixed at $0.11485 per common share of the Company. The Company also agreed to issue to each Note holder one warrant to purchase one common share of the Company for the price of $0.45 per share for each $2.50 of par value of Notes owned, which is the equivalent of 40 shares for each $100 of par value of Notes owned. About Apollo Medical Glendale, Calif.-based Apollo Medical Holdings, Inc., provides hospitalist services in the Greater Los Angeles, California area. Hospitalist medicine is organized around the admission and care of patients in an inpatient facility such as a hospital or skilled nursing facility and is focused on providing, managing and coordinating the care of hospitalized patients. The Company reported a net loss of $720,346 for the year ended Jan. 31, 2012, compared with a net loss of $156,331 during the prior year. Kabani & Company, Inc., in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Jan. 31, 2012, citing accumulated deficit of $2,117,708 as of Jan. 31, 2012, negative working capital of $266,044 and cash flows used in operating activities of $385,455, which raised substantial doubt about the Company's ability to continue as a going concern. . The Company's balance sheet at July 31, 2012, showed $1.46 million in total assets, $5.07 million in total liabilities, and a $3.61 million total stockholders' deficit. ARCAPITA BANK: Gets Court Approval of $125-Mil. Loan From Fortress ------------------------------------------------------------------ Nick Brown at Reuters reports that Arcapita Bank gained court approval on Nov. 7, 2012, for a $125 million bankruptcy loan from Fortress Investment Group, believed to be the first such loan consistent with sharia, Islamic law. According to Reuters, the loan, approved by Judge Sean Lane in U.S. Bankruptcy Court in White Plains, New York, will fund Arcapita as it tries to restructure debt after filing for bankruptcy in March. The report notes the hearing was delayed two hours as Arcapita, its creditors and Fortress negotiated over the price of the deal, Dennis Dunne, Esq., a lawyer for Arcapita's creditors' committee, told the judge. The report says the loan was originally set at $100 million, but Mr. Dunne said the committee pushed to raise it. The report relates Judge Lane's approval brings some closure to what has been a difficult attempt by Arcapita to obtain bankruptcy funding. The report recounts that Arcapita in September sought a $150 million loan from Silver Point Capital, but creditors balked at its high commitment fees and terms that would have given Silver Point broad authority to back out of the deal. The report relates the Fortress agreement, which can be increased to the same $150 million, lowers commitment fees, allows Arcapita to shop for better terms from other lenders, and limits the circumstances under which Fortress can terminate the loan. According to Reuters, Arcapita in a court filing said it believes the bankruptcy loan is the first ever to comply with sharia, which prohibits borrowing money with interest. The so-called murabahah structure effectively treats the matter as a sale, incorporating a profit margin and exit fee instead of interest. About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. Falcon Gas Storage Company, Inc., later filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas is an indirect wholly owned subsidiary of Arcapita that previously owned the natural gas storage business NorTex Gas Storage Company LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of NorTex from Falcon Gas for $515 million. Arcapita guaranteed certain of Falcon Gas' obligations under the NorTex Purchase Agreement. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG Inc. as notice and claims agent. Milbank, Tweed, Hadley & McCloy LLP represents the Official Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group has roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios but was unable to achieve 100% lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. ASP HHI: S&P Gives 'B+' Corporate Credit Rating; Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to ASP HHI Intermediate Holdings Inc. (HHI). The rating outlook is stable. "We also assigned our 'B+' issue-level rating to HHI's $580 million senior secured credit facility, consisting of a $75 million senior secured revolver (unfunded at close) and a $505 million term loan B. We also assigned this debt our recovery rating of '3', indicating our expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default," S&P said. "The ratings on HHI incorporate the multiple industry risks facing automotive suppliers, including volatile demand, high fixed costs, intense competition, and severe pricing pressures. The ratings also incorporate HHI's acquisition by American Securities through a recapitalization, repaying existing debt," S&P said. HHI has a reported strong market position as a manufacturer of highly engineered metal forgings and machined components, wheel bearings, and powdered metal engine and transmission components for automotive and industrial customers. Standard & Poor's views this as sustainable because of the limited number of competing assets. "We estimate the ratio of debt to EBITDA at about 4x pro forma at June 30, 2012, including our adjustment to add the net present value of operating leases to debt," said Standard & Poor's credit analyst Nishit Madlani. "But we assume HHI's financial policies will remain aggressive, given the private-equity ownership and the possibility that the company may pursue additional targeted acquisitions or, eventually, distributions to shareholders." ASPENBIO PHARMA: Incurs $2.5-Mil. Net Loss in Third Quarter ----------------------------------------------------------- AspenBio Pharma, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $2.5 million on $6,240 of sales for the three months ended Sept. 30, 2012, compared with a net loss of $3.1 million on $22,381 of sales for the corresponding period a year ago. The Company incurred a net loss of $6.7 million on $40,756 of sales for the nine months ended Sept. 30, 2012, compared with a net loss of $8.7 million on $175,019 of sales for the corresponding period of 2011. The Company's balance sheet at Sept. 30, 2012, showed $14.8 million in total assets, 6.0 million in total liabilities, and stockholders' equity of $8.8 million. As reported in the TCR on April 16, 2012, GHP Horwath, P.C., in Denver, Colorado, expressed substantial doubt about AspenBio Pharma's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has suffered recurring losses and negative cash flows from operations. A copy of the Form 10-Q is available at http://is.gd/yoaKZ3 Castle Rock, Colo.-based AspenBio Pharma, Inc., is advancing products that address unmet human diagnostic and animal health therapeutic needs. AspenBio was formed in August 2000 as a Colorado corporation to produce purified proteins for diagnostic applications. The Company's primary focus is on advancing AppyScore(TM), its human diagnostic test to aid in the risk management of acute appendicitis, toward commercialization. B&G FOODS: S&P Hikes Rating on $350MM Sr. Unsecured Notes to 'B' ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its issue-level ratings on B&G Foods Inc.'s $350 million senior unsecured notes due 2018 one notch to 'B' from 'B-'. "We revised the recovery rating to '5', indicating our expectations for modest (10% to 30%) recovery in the event of a payment default, from '6', reflecting the company's decrease in priority obligations from debt amortization. Simultaneously, we raised the preliminary ratings for senior unsecured debt on B&G's shelf registration for debt securities to 'B' from 'B-'," S&P said. "The 'B+' corporate credit rating on B&G Foods remains unchanged, as do the 'BB' issue-level ratings on the company's senior secured credit facilities. The recovery rating on the senior secured credit facilities remains '1', indicating our expectation for very high (90% to 100%) recovery in the event of a payment default," S&P said. "The rating actions follow our review of our issue-level ratings on B&G Foods' senior secured credit facilities and unsecured notes following the company's purchase of New York Style and Old London brands from Chipita America for $62.5 million and $120 million equity offering," said Standard & Poor's credit analyst Bea Chiem. "The ratings on B&G Foods Inc. reflect our view of the company's 'aggressive' financial risk profile and 'weak' business risk profile. The company's aggressive financial risk profile reflects its high debt burden and history of debt-financed acquisitions. Key credit factors considered in the company's weak business risk profile are its participation in highly competitive end markets within the packaged food industry and limited geographic diversity (majority in North America), yet well-recognized brands with good market positions and generally favorable operating margins," S&P said. RATINGS LIST B&G Foods Inc. Corporate credit rating B+/Stable To From Senior unsecured notes due 2018 'B' 'B-' Recovery rating '5' '6' Senior unsecured debt 'B' (prelim.) 'B-'(prelim.) BERNARD L. MADOFF: Fortress Buys $2 Billion in Claims ----------------------------------------------------- Carla Main at Bloomberg News reports that Fortress Credit Corp. bought more than $2 billion in claims on Bernard L. Madoff's defunct brokerage from Rye Select Broad Market Fund LP, according to filings in federal court in Manhattan. According to the report, Rye, which settled a lawsuit by the Madoff trustee related to the Ponzi scheme, also assigned unspecified additional amounts of each of the two claims to Fortress that it was granted under the settlement agreement, the filings said. Many Madoff claims that trade are recorded in court with the parties' names blacked out. The bankruptcy case is In re Securities Investor Protection Corp. v. Bernard L. Madoff Securities, LLC, 08-bk-1789, U.S. Bankruptcy Court, Southern District of New York (Manhattan). About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) The SIPA Trustee has said that as of March 31, 2012, through prepetition litigation and other settlements, he has successfully recovered, or reached agreements to recover, more than $9 billion -- over 50% of the principal lost in the Ponzi scheme by those who filed claims -- for the benefit of all customers of BLMIS. The liquidation has so far has cost the Securities Investor Protection Corp. $1.3 billion, including $791 million to pay a portion of customers' claims. Mr. Picard has so far made only one distribution in October of $325 million for 1,232 customer accounts. Uncertainty created by the appeals has limited Mr. Picard's ability to distribute recovered funds. Outstanding appeals include the $5 billion Picower settlement and the $1.025 billion settlement. BION ENVIRONMENTAL: Incurs $2.4MM Net Loss in Fiscal 1st Quarter ---------------------------------------------------------------- Bion Environmental Technologies, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.45 million on $0 of revenue for the three months ended Sept. 30, 2012, compared with a net loss of $3.83 million on $0 of revenue for the same period a year ago. The Company reported a net loss applicable to the Company's common stockholders of $7.35 million on $0 of revenue for the year ended June 30, 2012, compared with a net loss applicable to the Company's common stockholders of $7.54 million on $0 of revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2012, showed $8.26 million in total assets, $9.72 million in total liabilities, $19,900 million in Series B Redeemable Convertible Preferred stock, and a $1.47 million total deficit. The Company is currently not generating revenue and accordingly has not generated cash flows from operations. The Company does not anticipate generating sufficient revenues to offset operating and capital costs for a minimum of two to five years. While there are no assurances that the Company will be successful in its efforts to develop and construct its Projects and market its Systems, it is certain that the Company will require significant funding from external sources. Given the unsettled state of the current credit and capital markets, there is no assurance the Company will be able to raise the funds it needs on reasonable terms. GHP Horwath, P.C., in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended June 30, 2012. The independent auditors noted that the Company has not generated revenue and has suffered recurring losses from operations which raise substantial doubt about its ability to continue as a going concern. A copy of the Form 10-Q is available for free at: http://is.gd/dF296J About Bion Environmental Bion Environmental Technologies Inc.'s patented and proprietary technology provides a comprehensive environmental solution to a significant source of pollution in US agriculture, large scale livestock facilities known as Confined Animal Feeding Operations. Bion's technology produces substantial reductions of nutrient releases (primarily nitrogen and phosphorus) to both water and air (including ammonia, which is subsequently re-deposited to the ground) from livestock waste streams based upon the Company's operations and research to date (and third party peer review). CAESARS ENTERTAINMENT: Files Form 10-Q, Incurs $503MM Loss in Q3 ---------------------------------------------------------------- Caesars Entertainment Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $503.4 million on $2.19 billion of net revenues for the quarter ended Sept. 30, 2012, compared with a net loss of $173.4 million on $2.18 billion of net revenues for the same period during the prior year. Caesars recorded a net loss of $1.02 billion on $6.57 billion of net revenues for the nine months ended Sept. 30, 2012, compared with a net loss of $471.3 million on $6.46 billion of net revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2012, showed $28.34 billion in total assets, $28.22 billion in total liabilities and $114.7 million in total Caesars stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/cxns7c About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. The Company reported a net loss of $666.70 million in 2011, and a net loss of $823.30 million in 2010. * * * As reported by the TCR on March 28, 2012, Moody's Investors Service upgraded Caesars Entertainment Corp's Corporate Family Rating (CFR) and Probability of Default Rating both to Caa1 from Caa2. The upgrade of Caesars' ratings reflects very good liquidity, an improving operating outlook for gaming in a number of the company's largest markets that is expected to drive earnings growth, the completion of a bank amendment that resulted in the extension of debt maturities to 2018 from 2015, and the public listing of the company's equity that increases financial flexibility by providing it with another potential source of capital. The upgrade of the SGL rating reflects minimal debt maturities over the next few years, significant cash balances (approximately $900 million at December 31, 2011) and revolver availability that will be more than sufficient to fund the company's cash interest and capital spending needs. In the Aug. 17, 2012, edition of the TCR, Standard & Poor's Ratings Services revised its rating outlook on Las Vegas-based Caesars Entertainment Corp. and wholly owned subsidiary Caesars Entertainment Operating Co. Inc. to negative from stable. "We affirmed all other ratings on the companies, including our 'B-' corporate credit rating," S&P said. As reported by the TCR on Aug. 17, 2012, Fitch Ratings affirmed CEC's long-term issuer default rating at 'CCC'. CARA OPERATIONS: S&P Revises Outlook on 'BB-' CCR on High Leverage ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook on Cara Operations Ltd. to negative from stable. At the same time, Standard & Poor's affirmed it ratings on the company, including its 'BB-' long-term corporate credit rating on Cara. "We base the outlook revision on our view of the company's higher debt levels, elevated leverage, and weak interest coverage brought about by reduced earnings from franchise operations amid weaker restaurant-level performance," said Standard & Poor's credit analyst Donald Marleau. "We believe that Cara's earnings will remain under pressure from weak same-restaurant-sales performance in its core Ontario market, while earnings from conversions wane and new franchise stores - predominantly in western Canada - begin to contribute more meaningfully in 2013," Mr. Marleau added. "The ratings on Cara reflect what Standard & Poor's views as the company's aggressive financial risk profile, with high debt leverage and thin cash flow coverage. That said, we believe the company has a fair business risk profile, with a relatively attractive portfolio of restaurant banners in Canada. The privately held company does not release its financial statements publicly," S&P said. "Cara is a 129 year-old, family-owned company that operates and franchises five restaurant brands in Canada. It has narrowed its focus meaningfully in recent years, selling noncore holdings and shifting the strategic and operating position for its remaining restaurant brands. Cara emphasizes a franchise model for its new locations and for lower-check brands, maintains corporate ownership of some restaurants in higher-check brands, while centralizing key support functions," S&P said. "The negative outlook reflects our concerns that Cara's weaker profitability could increase its already high debt leverage, potentially affecting its compliance with tight financial covenants ahead of the maturity of its revolving credit facility in December 2013. We could lower the ratings if persistently weak earnings in 2013 increase fully adjusted leverage meaningfully above 7x as the company continues to shift its business model, with the attendant risks for cost reductions and operational disruptions. Moreover, downward pressure on the rating would likely ensue from reported EBITDA interest coverage below 2x, which we believe would indicate a discretionary cash burn and higher prospective debt service costs," S&P said. "On the other hand, we could revise the outlook to stable if earnings rebound, lowering fully adjusted debt leverage to about 6.0x and supporting adequate liquidity. In addition, we expect a scenario of ratings stability and improving earnings should translate into about 3.5x reported interest coverage and potentially contribute to debt reduction from discretionary cash flow," S&P said. CENTRAIS ELETRICAS: Brazilian Company Files Ch. 15 in N.Y. ---------------------------------------------------------- Centrais Eletricas do Para SA, a Brazilian utility know as Celpa that was acquired this month by Equatorial Energia SA, filed for Chapter 15 bankruptcy protection in New York (Bankr. S.D.N.Y. Case No. 12-14568). Dawn McCarty at Bloomberg News reports that the company, based in Belem, Brazil, estimated both debt and assets of more than $1 billion in documents filed in U.S. Bankruptcy Court in Manhattan. Celpa is asking the U.S. court to recognize the proceeding pending before the Thirteenth Civil Court of Belem, State of Para, as a "foreign main proceeding," according to court papers. The report relates that Celpa filed for bankruptcy protection in Brazil in February after a four-year freeze on rates pushed up debt to about 2.3 billion reais. The Bloomberg report discloses that Celpa distributes electricity to 7.4 million people in 143 municipalities in the northern Brazilian state of Para, the company said in the February filing. CENTRAL EUROPEAN: Postpones Filing of Third Quarter Form 10-Q ------------------------------------------------------------- In accordance with its reporting obligations with the Warsaw Stock Exchange, Central European Distribution Corporation filed a current report with the WSE via the ESPI system to disclose that the filing date of its Form 10-Q for the quarterly period ended Sept. 30, 2012, which had been expected to be filed on Nov. 9, 2012, will be postponed. The report indicated that the new filing date will be disclosed as soon as possible. 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. 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. The Company's balance sheet at June 30, 2012, showed $1.86 billion in total assets, $1.68 billion in total liabilities, $29.55 million in temporary equity, and $158.10 million in total stockholders' equity. Liquidity Certain credit and factoring facilities are coming due in 2012, which the Company expects to renew. Furthermore, the Company's Convertible Senior Notes are due on March 15, 2013. The Company's current cash on hand, estimated cash from operations and available credit facilities will not be sufficient to make the repayment of principal on the Convertible Notes and, unless the transaction with Russian Standard Corporation is completed 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 June 30, 2012. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The transaction with Russian Standard Corporation is subject to certain risks, including shareholder approval which may not be obtained. The Company's 2012 Annual Meeting of Stockholders, which was postponed due to the need to restate the Company's financial statements, is expected to be held as soon as practicable. The Company believes that if the transaction is completed as scheduled, the Convertible Notes will be repaid by their maturity date, which would substantially reduce doubts about the Company's ability to continue as a going concern. * * * 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. In the Oct. 9, 2012, edition of the TCR, Moody's Investors Service has downgraded the corporate family rating (CFR) and probability of default rating (PDR) of Central European Distribution Corporation (CEDC) to Caa2 from Caa1. "The downgrade reflects delays in CEDC securing adequate financing to repay its US$310 million of convertible notes due March 2013 which are increasing Moody's concerns that the definitive agreement for a strategic alliance between CEDC and Russian Standard Corporation (Russian Standard) might not conclude at the current terms," says Paolo Leschiutta, a Moody's Vice President - Senior Credit Officer and lead analyst for CEDC. CITY NATIONAL: Incurs $1.2 Million Net Loss in Second Quarter ------------------------------------------------------------- City National Bancshares Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.22 million on $3.11 million of total interest income for the three months ended June 30, 2012, compared with a net loss of $1.11 million on $4.05 million of total interest income for the same period a year ago. City National recorded a net loss of $1.86 million on $6.45 million of total interest income for the six months ended June 30, 2012, compared with a net loss of $2.67 million on $8.13 million of total interest income for the same period during the prior year. The Company reported a net loss of $3.67 million in 2011, a net loss of $7.45 million in 2010, and a net loss of $7.82 million in 2009. The Company's balance sheet at June 30, 2012, showed $331.17 million in total assets, $313.41 million in total liabilities, and $17.75 million in total stockholders' equity. "The Corporation recorded a net loss of $1.9 million for the 2012 first half and a net loss of $3.7 million for fiscal 2011. These financial results and the failure of the Bank to comply with the Consent Order with the OCC, and the actions that the OCC may take as a result thereof, raise substantial doubt about the Corporation's and the Bank's ability to continue as going concerns through the end of 2012." KPMG LLP, in Short Hills, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the period ended Dec. 31, 2011. The independent auditors noted that the Company has suffered recurring losses from operations and has entered into a consent order with the Office of the Comptroller of the Currency that raise substantial doubt about its ability to continue as a going concern. A copy of the Form 10-Q is available for free at: http://is.gd/JoYEFR About City National Bancshares Newark, New Jersey-based City National Bancshares Corporation is a New Jersey corporation incorporated on Jan. 10, 1983. City National Bank, a wholly-owned subsidiary of CNBC, is a national banking association chartered in 1973 under the laws of the United States of America and has one subsidiary, City National Investments, Inc., an investment company which holds, maintains and manages investment assets for CNB. CNB provides a wide range of retail and commercial banking services through its retail branch network, although the primary focus is on establishing commercial and municipal relationships. CIRCLE ENTERTAINMENT: Borrows $75,000 from Directors, Officers -------------------------------------------------------------- On Nov. 7, 2012, certain of the directors, executive officers and greater than 10% stockholders of Circle Entertainment Inc. made unsecured demand loans to the Company totaling $75,000, bearing interest at the rate of 6% per annum. The Company intends to use the proceeds from the Loans to fund working capital requirements and for general corporate purposes. Because certain of the directors, executive officers and greater than 10% stockholders of the Company made the Loans, a majority of the Company's independent directors approved the transaction. About Circle Entertainment New York City-based Circle Entertainment Inc. has been pursuing the development and commercialization of its new location-based entertainment line of business since Sept. 10, 2010, which has and will continue to require significant capital and financing. The Company does not currently generate any revenues from this new line of business. The Company has no long-term financing in place or commitments for such financing to develop and commercialize its new location-based entertainment line of business. As reported in the TCR on March 30, 2012, L.L. Bradford & Company, LLC, in Las Vegas, Nevada, expressed substantial doubt about Circle Entertainment'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 limited available cash, has a working capital deficiency and will need to secure new financing or additional capital in order to pay its obligations. The Company's balance sheet at June 30, 2012, showed $7 million in total assets, $16.50 million in total liabilities, and a $9.50 million total stockholders' deficit. CLEARWIRE CORP: Crest Sends Letter About Clearwire and Sprint ------------------------------------------------------------- Crest Financial Limited, an investment firm based in Houston, sent a letter to Mount Kellett Capital Management LP regarding issues related to the rights and economic position of the minority shareholders of Clearwire Corporation (NASDAQ: CLWR) in light of Clearwire's relationship with Sprint Nextel Corporation (NYSE: S) and Clearwire's liquidity issues related to the Clearwire's build- out program. The text of the letter is as follows: November 6, 2012 VIA FACSIMILE AND COURIER Mr. Jonathan Fiorello Chief Operating Officer Mount Kellett Capital Management LLP 623Fifth Avenue 18th Floor New York, New York 10022 Dear Mr. Fiorello: Crest Financial Limited, a Houston-based investment company, is a long-term investor in Clearwire Corporation. Crest, with its affiliates, currently owns 45,756,898 Class A shares of the Company, or approximately 6.62% of the Company's outstanding Class A stock. We have read the November 1, 2012 letter that you sent to the Company. Crest also has been monitoring the recent developments associated with the Plan of Merger and Agreement between Sprint Nextel Corporation, the Company's dominant shareholder, and Softbank Corporation. It appears that the Softbank-Sprint merger may not be in the Company's best interest and may threaten the interests of the Company's minority shareholders. Your letter expressed many of the concerns we have in this regard, and we commend you for sending it. By way of background, Crest and its affiliates have a long history of investing in the spectrum that Clearwire currently holds. In 1996, the FCC awarded to Digital & Wireless, a Crest affiliate, licenses providing rights to frequencies in 19 markets in a BTA auction. In June of 2004, Clearwire Corporation, then still a privately-held corporation, acquired these licenses from Digital & Wireless. As part of the consideration for this sale, Crest received a significant number of Clearwire Corporation shares. Since that sale, Crest and its affiliates have continued to purchase shares in Clearwire, thus evidencing our belief in the value of Clearwire's assets and, just as important, Clearwire's business plan for monetizing these assets. Unfortunately, the Company finds itself with insufficient capital to build out its facilities to realize the full value of the spectrum capacity that it holds. Like you, Crest would expect that, if the members of the Company's Board were intent on discharging their fiduciary duties, they would take immediate action to bolster the Company's liquidity. In addition to the sale of excess spectrum that you proposed in your letter, Crest believes that immediate steps to raise capital through the offering and sale of additional common shares would be among the steps a board of directors, acting in the best interests of all shareholders, would pursue. Proceeds from such an offering, together with proceeds from the sale of a portion of the Company's excess spectrum to a third party or parties, would ensure a successful build-out of the Company's network and bolster the Company's position as it renegotiates the lease of its spectrum to Sprint. And the additional and immediate network investment facilitated by a successful share offering would likely increase the value of Clearwire's assets and thus the sale price for any excess spectrum. It is Crest's view that this sale of additional shares can be done quickly and successfully for the good of the Company, its shareholders and the public at large. Indeed, Crest would consider participating in such an offering. There are a number of reasons why a public offering and sale of shares, in addition to the sale of its excess spectrum, should be pursued. First, the value of the Company's assets, which the Softbank-Sprint proposal and the Company's own disclosures confirm, would easily support such an offering. Second, the proceeds from the sale of shares would provide the Company with the capital necessary to push ahead with its build-out strategy during the period it is working to complete its sale of excess spectrum. Third, raising capital from investors other than the dominant shareholder, or at least pro rata with it, would prevent what has amounted to a creeping tender offer that Sprint has said is its intention with regard to the Company -- to wit, the buying of shares of strategic investors whenever it gets a chance. Finally, the Company has recently experienced success in raising capital, specifically through sales of its common shares to the public utilizing its Sales Agreement with Cantor Fitzgerald & Company. There is no reason why these efforts should not continue. Indeed, it is unclear why the Company abruptly ended that arrangement near the end of July notwithstanding the success CF&Co. experienced in selling the Company's common shares under that arrangement. Crest also is concerned that recent actions (or inactions) of the Company's Board may not be in the best interests of either the Company or its minority shareholders. Like you, we also expect that the members of the Company's Board will continue to perform the fiduciary duties that each owes to the Company and its shareholders. Crest is concerned that Softbank and Sprint are positioning themselves to obtain the exclusive benefit from the Company's valuable spectrum and assets through the Merger Agreement at the expense and to the detriment of the Company and its minority shareholders. While Sprint acquired enough shares to further cement its control of the Company (50.8%) just days after the Merger Agreement was announced, Sprint and Softbank have stated publicly that their transaction "does not require Sprint to take any actions involving Clearwire other than those set forth in agreements Sprint has previously entered into with Clearwire and certain of its shareholders." Odder still is the value placed on the shares purchased by Sprint in that transaction: $2.00 per share of Class A stock and $13.98 per share of Class B stock. The Class A shares were valued at their original price. But the Class B shares received a significant premium; Class B shares were issued at $7.33 per share. We think this higher valuation for the Class B shares is intended to unfairly benefit Class B shareholders and at the expense of Class A shareholders, including Crest and you. In light of this, Crest believes that compliance with its fiduciary duties under these circumstances would require a properly functioning Board to take a variety of actions to mitigate the danger of Sprint improperly using its status as the controlling shareholder to oppress the rights and economic position of minority shareholders. For example, it could assess the impact on the Company and its public shareholders of the Softbank-Sprint merger as well as subsequent events and public statements, review all other dealings with Sprint, and establish defensive measures to enhance the ability of independent directors to ensure full value for minority shareholders. One area of inquiry could be the Equityholders Agreement of 2008 and, specifically, the standstill agreement that prohibits Sprint from "any direct or indirect acquisition of any Common Stock." The standstill agreement contains an exception to protect minority shareholders -- namely, that Sprint can only make an offer for 100% of the Company's shares, and only if the offer is approved by independent, unaffiliated members of the Company's Board and by a majority of minority voting shares. Any or all of these steps would strengthen the Board's ability to prevent any future offer by Sprint to purchase the Company or its assets at a distressed or undervalued price. From day one, Crest has seen its investment in the Company as a way to facilitate the completion of a world-class network that could challenge the extant duopoly in the wireless communications industry, bring real competition and innovation to the marketplace, and benefit consumers of mobile telecommunications. These goals, which we are sure will be the focus of the Federal Communications Commission's approval process, can be achieved only if the Company's spectrum and assets are managed for the benefit of all stakeholders and not just for shareholders with temporary or untoward advantage and dominance. We believe that, properly managed, the Softbank-Sprint merger proposal presents an opportunity to benefit not only the interests of all shareholders, but also the public interest. Improperly managed, the merger could harm minority shareholders and the public at large. Crest will continue to monitor the Company's progress and is eager to engage the Company on any relevant matters. Thank you. Sincerely yours, /s/ David K. Schumacher David K. Schumacher General Counsel Crest Financial Limited About Clearwire Corporation Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR) -- http://www.clearwire.com/-- through its operating subsidiaries, is a provider of 4G mobile broadband network services in 68 markets, including New York City, Los Angeles, Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C., Atlanta and Boston. The Company reported a net loss attributable to the Company of $717.33 million in 2011, a net loss attributable to the Company of $487.43 million in 2010, and a net loss attributable to the Company of $325.58 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $8.14 billion in total assets, $5.86 billion in total liabilities and $2.28 billion in total stockholders' equity. * * * As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings Services lowered its corporate credit and senior secured first- lien issue-level ratings on Bellevue, Wash.-based wireless provider Clearwire Corp. to 'CCC' from 'CCC+'. The ratings on Clearwire continue to reflect its "highly leveraged" financial risk profile based on its high debt burden and "weak" liquidity (both terms as defined in S&P's criteria). "The ratings also reflect our view that Clearwire has a vulnerable business position as a developmental-stage company with significant competition from better capitalized wireless carriers, including AT&T Mobility and Verizon Wireless, which are deploying their own 4G wireless services," S&P said in January 2012. "We believe that the company would likely run out of cash in the late 2012 to early 2013 time frame absent significant asset sales, since we view the terms in the December 2011 wholesale agreement with Sprint Nextel as unfavorable in the near term and will likely constrain cash inflows in 2012 to 2013. We have not assumed spectrum sales in our liquidity assessment because of the uncertainty involved in finding a buyer, as well as timing. However, if the company could secure sufficient funding for operations through 2013, we could raise the ratings," S&P also stated. COOPERLAND LLC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Cooperland, LLC 1320 Pearl St Ste 102 Boulder, CO 80302-5287 Bankruptcy Case No.: 12-32327 Chapter 11 Petition Date: October 30, 2012 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Sidney B. Brooks Debtor's Counsel: Jeffrey Weinman, Esq. WEINMAN & ASSOCIATES, P.C. 730 17th St., Suite 240 Denver, CO 80202 Tel: (303) 572-1010 E-mail: jweinman@epitrustee.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Scott Sarbaugh, general manager. COPELAND VILLAGE: Case Summary & 10 Unsecured Creditors ------------------------------------------------------- Debtor: Copeland Village Shopping Center LLC Suite 688 3300 Buckeye Road Atlanta, GA 30341 Bankruptcy Case No.: 12-77264 Chapter 11 Petition Date: November 1, 2012 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Judge: Wendy L. Hagenau Debtor's Counsel: David G Bisbee, Esq. LAW OFFICE OF DAVID G. BISBEE 2929 Tall Pines Way Atlanta, GA 30345 Tel: (770) 939-4881 Fax: (770) 783-8595 E-mail: bisbeed@bellsouth.net Scheduled Assets: $3,597,004 Scheduled Liabilities: $3,427,249 A copy of the Company's list of its 10 unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb12-77264.pdf The petition was signed by Gideon Levy, manager. CRADLE MT. SKI: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Cradle Mt. Ski & Skate, Inc. aka Function 4 Sports 1854 E. Market St. Harrisonburg, VA 22801 Bankruptcy Case No.: 12-51439 Chapter 11 Petition Date: November 1, 2012 Court: United States Bankruptcy Court Western District of Virginia (Harrisonburg) Debtor's Counsel: Dale A. Davenport, Esq. HOOVER PENROD PLC 342 South Main Street Harrisonburg, VA 22801 Tel: (540) 433-2444 E-mail: ddavenport@hooverpenrod.com Scheduled Assets: $334,064 Scheduled Liabilities: $1,436,801 A copy of the Company's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/vawb12-51439.pdf The petition was signed by Melanie Ledford, secretary, treasurer. CRESTWOOD MIDSTREAM: S&P Retains 'B-' Rating on $350MM Sr. Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services said its 'B-' issue rating and '5' recovery rating on Crestwood Midstream Partners L.P.'s notes remains unaffected by Crestwood's intention to increase its existing senior-secured notes due 2019 to $350 million from $200 million. "The partnership plans to use proceeds to repay borrowings under its revolving credit facility. Crestwood is a midstream energy partnership that specializes in the gathering, processing, and transportation of natural gas and natural gas liquids," S&P said. "Our corporate credit rating on Crestwood is 'B-', and the outlook is stable. As of Sept. 30, 2012, Crestwood had about $533 million in debt," S&P said. Ratings List Rating Unchanged Crestwood Holdings LLC Corporate Credit Rating B-/Stable/-- Ratings Unchanged Crestwood Midstream Partners L.P. Crestwood Midstream Finance Corp. $350 mil 7.75% senior unsecured notes due 2019 B- Recovery Rating 4 CSD LLC: Has Green Light on $500,000 DIP Loan From Harber Entity ---------------------------------------------------------------- Tim O'Reiley, writing for Las Vegas Review-Journal, reports that U.S. Bankruptcy Court Judge Bruce Markell on Nov. 5 approved an interim financing for CSD LLC, the entity that was redeveloping entertainer Wayne Newton's estate into a theme park and museum. As reported by the Troubled Company Reporter on Oct. 29, 2012, CSD LLC sought authorization to borrow up to $500,000, on an interim basis, to fund working capital and other corporate purposes of the Debtor in the ordinary course of its business. The Debtor's prepetition secured lender, Neva Lane Acceptance, LLC, is related to Texas businessman Lacy Harber, has agreed to provide the postpetition financing. Neva Lane is owed in excess of $2.2 million as of the Petition Date. Review-Journal reports Mr. Harber has put about $59 million in to the project, buying Mr. Newton's Casa de Shenandoah estate, adjacent property and paying for renovations. But he has since decided to bring the project to a close. Review-Journal notes CSD is aiming for a bankruptcy auction of the property early next year. In addition, the report says, the two sides at least hinted at the possibility of trying to settle their differences instead of continuing with a grinding and expensive court battle. However, no mediation has been agreed to at this point. According to the TCR report, the DIP financing will be unsecured. Interest rate will be Prime plus 1% per annum. No transaction/bank fees will be collected. The maturity date of the DIP financing will be the earliest of: (a) Nov. 12, 2013, at 5:00 p.m., (b) the effective date of a confirmed plan of liquidation for the Borrower, and (c) the date on which the Bankruptcy Court approves the extension of any other credit facility to the Debtor. The TCR also reported that creditors Carson Wayne Newton, Kathleen McCrone Newton and Sacred Land, LLC, have object to the Debtor's Emergency DIP Financing Motion, citing: 1. The Debtor fails to disclose in its motion that Newton holds "by far the largest single unsecured claims against the estate, estimated in excess of $19 million, based on the Debtor's and its insiders' fraud and breaches of duties to Newton." 2. The Debtor fails to disclose that the bankruptcy case was filed only after the state court on Oct. 11, 2012, issued its Order against the Debtor and its insiders to Show Cause, at a hearing scheduled for Oct. 22, why they should not be held in contempt of the state court's Temporary Restraining Order issued June 7, 2012. According to Newton, the TRO ordered the Debtor to continue to pay for the feed and care of Newton's 51 Arabian horses until a preliminary injunction hearing is concluded. 3. The motion seeks approval of financing to pay legal fees which exceed the normal and customary rate for similar services in Las Vegas, Nevada, legal fees which are subject to court approval only after the emergency period will end and which are anticipated to be performed by professionals whose applications for employment have not been approved by the Bankruptcy Court, and further seeks to pay, on an emergency and interim basis, expenses for which no emergency exists. Newton, et al., are represented by: J. Stephen Peek, Esq. Mona L. Burton, Esq. Bryce K. Kunimoto, Esq. Robert J. Cassity, Esq. HOLLAND & HART LLP 9555 Hillwood Drive, 2nd Floor Las Vegas, NV 89134 About CSD LLC Las Vegas, Nev.-based CSD, LLC, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 12-21668) on Oct. 12, 2012, estimating $50 million to $100 million in assets and $10 million to $50 million in debts. The petition was signed by Steven K. Kennedy, manager of CSD Management, LLC, manager. The Debtor owns 37.82 acres of land, seven houses, and an equestrian facility, all located at 6629 S. Pecos Road, Las Vegas, Nevada. The Debtor purchased the property from Mr. Wayne Newton and his wife, Kathleen, for $19.5 million to develop and operate a museum/tourist attraction honoring the life and career of Wayne Newton. Situated on the purchased property is the current home of the Newtons, known as "Casa de Shenandoah", which was to be used to showcase Wayne Newton's memorabilia. The museum remains unopened. DLH, LLC, which holds a 70% interest in the Debtor, contributed nearly $60 million towards development of the museum. DLH is a Nevada limited liability company, and its members are Lacy Harber and Dorothy Harber. Plans called for contributing $2 million toward the construction of a new home for Mr. Newton on the acreage. The new home hasn't been built, so Mr. Newton still lives in the existing home, paying minimal rent. While the Debtor has made substantial expenditures towards the development of the Newton Museum, the Debtor and the Newtons have been involved in certain disputes regarding the development of the museum. The Debtor in May 2012 filed a lawsuit in Nevada state court for fraud, civil conspiracy, and breach. The Newtons filed counterclaims. Because of the deteriorating relationship of the parties, it appears that it is no longer feasible for the parties to move forward with the development of the museum. On Aug. 9, 2012, the Debtor's committee members held an emergency meeting and voted to dissolve the Debtor. Though the Debtor has sought approval in the state court proceedings to dissolve, that matter is not scheduled to be heard until May 2013. Because the Debtor is out of money and options, and because the Debtor's prepetition secured lender, Neva Lane Acceptance, LLC, is unwilling to lend any additional funds to the Debtor on a prepetition basis, the majority of the committee members voted in favor of the bankruptcy filing. Although the Debtor is out of cash, it claims that it has substantial equity in its property. The Debtor has decided that a sale of the Debtor's property pursuant to Section 363 of the Bankruptcy Code, followed by the filing of a plan of liquidation, is the Debtor's best option for maximizing the value of the property and maximizing the return to the Debtor's creditors and interest holders. James D. Greene, Esq., at Greene Infuso, LLP, in Las Vegas, represents the Debtor. The Debtor's CRO is Odyssey Capital Group, LLC. CSD LLC: Court Approves Hiring of Odyssey's Grant Lyon as CRO ------------------------------------------------------------- Tim O'Reiley, writing for Las Vegas Review-Journal, reports that U.S. Bankruptcy Court Judge Bruce Markell on Nov. 5 authorized CSD LLC, the entity that was redeveloping entertainer Wayne Newton's estate into a theme park and museum, to employ Grant Lyon, managing partner of Odyssey Capital Group in Phoenix, as chief restructuring officer. The CRO will keep operations going for the coming months but at a greatly reduced level from the past two years. As reported by the Troubled Company Reporter on Oct. 29, 2012, the CRO will (i) serve as the Debtor's consultant and control person with respect to reorganization related matters; (ii) evaluate strategic alternatives available to the Debtor and work with Debtor counsel during the bankruptcy process; and (iii) be responsible for managing professionals and consultants retained by the Debtor. Odyssey's compensation will consist of: a. A monthly advisory fee of $30,000; and b. A minimum transaction completion fee of $200,000 payable upon consummation of any (a) recapitalization or restructuring and/or (b) disposition (equity, assets or businesses) transaction. To the extent Odyssey successfully markets the property of the estate and a non-affiliate of DLH, LLC, purchases the property for an amount in excess of million at auction or otherwise, Odyssey will be entitled to a Completion incentive fee of 1.25% of the amount of the sale price that exceeds $20 million. The first Monthly Fee will be due and payable on the date of the Engagement Agreement. In addition, a working retainer of $30,000 is also due as of the date of the Agreement. This Retainer will be deducted from the Completion Fee, or the Completion Incentive Fee upon the successful completion of a Transaction. About CSD LLC Las Vegas, Nev.-based CSD, LLC, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 12-21668) on Oct. 12, 2012, estimating $50 million to $100 million in assets and $10 million to $50 million in debts. The petition was signed by Steven K. Kennedy, manager of CSD Management, LLC, manager. The Debtor owns 37.82 acres of land, seven houses, and an equestrian facility, all located at 6629 S. Pecos Road, Las Vegas, Nevada. The Debtor purchased the property from Mr. Wayne Newton and his wife, Kathleen, for $19.5 million to develop and operate a museum/tourist attraction honoring the life and career of Wayne Newton. Situated on the purchased property is the current home of the Newtons, known as "Casa de Shenandoah", which was to be used to showcase Wayne Newton's memorabilia. The museum remains unopened. DLH, LLC, which holds a 70% interest in the Debtor, contributed nearly $60 million towards development of the museum. DLH is a Nevada limited liability company, and its members are Lacy Harber and Dorothy Harber. Plans called for contributing $2 million toward the construction of a new home for Mr. Newton on the acreage. The new home hasn't been built, so Mr. Newton still lives in the existing home, paying minimal rent. While the Debtor has made substantial expenditures towards the development of the Newton Museum, the Debtor and the Newtons have been involved in certain disputes regarding the development of the museum. The Debtor in May 2012 filed a lawsuit in Nevada state court for fraud, civil conspiracy, and breach. The Newtons filed counterclaims. Because of the deteriorating relationship of the parties, it appears that it is no longer feasible for the parties to move forward with the development of the museum. On Aug. 9, 2012, the Debtor's committee members held an emergency meeting and voted to dissolve the Debtor. Though the Debtor has sought approval in the state court proceedings to dissolve, that matter is not scheduled to be heard until May 2013. Because the Debtor is out of money and options, and because the Debtor's prepetition secured lender, Neva Lane Acceptance, LLC, is unwilling to lend any additional funds to the Debtor on a prepetition basis, the majority of the committee members voted in favor of the bankruptcy filing. Although the Debtor is out of cash, it claims that it has substantial equity in its property. The Debtor has decided that a sale of the Debtor's property pursuant to Section 363 of the Bankruptcy Code, followed by the filing of a plan of liquidation, is the Debtor's best option for maximizing the value of the property and maximizing the return to the Debtor's creditors and interest holders. James D. Greene, Esq., at Greene Infuso, LLP, in Las Vegas, represents the Debtor. The Debtor's CRO is Odyssey Capital Group, LLC. DAVID KIRCHER: Apartment Sold to Capital Investment for $1.21MM --------------------------------------------------------------- Ben Freed at AnnArbor.com reports that a court appointed bankruptcy agent sold the multi-family apartment complex known as Eastern Highlands, the largest property of David Kircher, for $1.21 million to Capital Investment Company, LLC, of Ann Arbor, Michigan. The sale closed on Nov. 7, 2012. According to the report, the property at 1266 LeForge Road in Ypsilanti Township was subject to an investigation in 2004 that led to Mr. Kircher being sentenced to a 5-year prison term for pumping raw sewage from the complex into the Huron River. Only 47 of the 128 units at the complex are inhabitable. Some have been completely stripped down to their studs, while others are "shells" that need significant work. The report notes Colliers International Ann Arbor agent Brendan Cavenderr, who along with Jim Chaconas represented Douglass Ellman, the US Bankruptcy Court Trustee, said that there was a lot of interest in the property from across the country. The report says Colliers also is representing Mr. Ellman in the sale of the remaining Kircher properties that are being managed as part of his Chapter 11 bankruptcy proceedings. Brendan Cavender said the total value of closed homes is approximately $1.5 million, with several more due to close in the coming weeks. Mr. Kircher's debt has been reported at approximately $2.7 million. The report adds Capital Investment Company declined to discuss its plans for development of the property. David Kircher owns 36 properties in Ypsilanti and Ypsilanti Township, Michigan, which are valued at roughly $5.6 million. Of those, 10 are owned by Mr. Kircher's Acme Building Company, and around 10 Ypsilanti Township properties are headed to tax foreclosure this month. Annarbor.com reports Mr. Kircher's only income is listed as $2,100 monthly from rental revenue, but he listed a net income of negative $2,608. Annarbor.com also reports Mr. Kircher is serving his term in state prison in Jackson for illegally diverting raw sewage into the Huron River via a public sewer from the Eastern Highlands apartment complex he owned. Ypsilanti Township officials discovered Mr. Kircher was dumping sewage there in 2004. The report adds Mr. Kircher holds $2.7 million in debt. Mr. Kircher filed for Chapter 11 protection (Bankr. E.D. Mich. Case No. 12-42718) on Feb. 8, 2012. On March 7, on motion of the Debtor, the Court ordered the appointment of a Chapter 11 Trustee. Douglas Ellmann was so appointed on March 19. In July 2012, Bankruptcy Judge Thomas J. Tucker converted Mr. Kircher's case to a liquidation under Chapter 7 of the Bankruptcy Code after the Debtor failed to adhere to a court order requiring him to submit an amended combined plan and disclosure statement by June 28. DAYTON POWER: S&P Cuts Corp. Credit Rating to 'BB'; Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its corporate credit ratings on DPL Inc. and subsidiary Dayton Power & Light Co. (DP&L) two notches, to 'BB' from 'BBB-', and removed them from CreditWatch negative. The outlook is stable. "At the same time, we lowered our issue rating on DPL's senior unsecured debt to 'BB' from 'BB+'. We assigned a recovery rating of '5', indicating our expectation that lenders would receive modest (10% to 30%) recovery of principal in a default. We also lowered our issue rating on DP&L's senior secured debt two notches, to 'BBB-' from 'BBB+'. We revised the recovery rating on the senior secured debt to '1', reflecting high (90% to 100%) recovery, from '1+'. All debt issue ratings have also been removed from CreditWatch negative," S&P said. "Standard & Poor's ratings on DPL Inc. reflect the company's consolidated credit profile, which includes its association with the weaker credit quality of its parent, The AES Corp. (BB- /Stable/--). DPL is the holding company for regulated electric utility DP&L. The ratings also reflect DPL's 'strong' business risk profile and its "aggressive" financial risk profile, as defined in our criteria," S&P said. "We view DPL and DP&L's business risk profiles as 'strong' based on the increased competition among Midwest energy retail providers and the expected growth of the unregulated retail business," said Standard & Poor's credit analyst Matthew O'Neill. "In addition, we expect competition to increase because of lower wholesale electricity prices, which will materially reduce DPL's profit margins." "Our ratings on DPL and DP&L are higher than our rating on parent AES, as structural protections (a separateness agreement, an independent director, and debt limitations and covenants) provide some insulation to the subsidiaries," S&P said. Liquidity is "adequate" under Standard & Poor's corporate liquidity methodology. The stable rating outlook on DPL reflects Standard & Poor's baseline forecast that consolidated adjusted FFO to debt will be about 8% to 10% over the next 12 to 18 months. Significant risks to the forecast include increasing competition from lower electricity prices that could materially lower DPL's profit margins and a weaker economy than we currently expect. "We could lower the ratings if FFO to debt is consistently lower than 8% or the business risk profile weakens as a result of the disproportionate growth of the competitive energy business. Conversely, we could raise the ratings if FFO to debt consistently strengthens to greater than 15% on a sustained basis, which we would expect to result mostly from higher electricity prices and an improved economy," S&P said. DELCO OIL: Government to Re-Try Case Against Stephen Deluca ----------------------------------------------------------- Carole Donoghue at CSP Daily News reports that a federal judge has declared a mistrial in the fraud case against Florida marketer Stephen Deluca after a jury said it could not reach a verdict on 33 counts of fraud filed against him. According to the report, a spokesperson for the U.S. Attorney's Office in Tampa, Florida, said the government will re-try the case against Mr. Deluca. Prosecutors are seeking the forfeiture of $18 million in cash or assets. If convicted on all counts, Mr. Deluca could face up to 20 years in prison. The report says Mr. Deluca, a former president of the Petroleum Marketers Association of America, was indicted on 32 counts of wire fraud and one count of conspiracy in April last year. The federal charges came after a private finance firm, CapitalSource LLC, accused him of using fake invoices to inflate the value of inventory and accounts receivable used to secure lines of credit for his company, Deland, Fla.-based Delco Oil Inc. The report relates Mr. Deluca was the sole shareholder of Delco, which filed Chapter 11 and was eventually forced into liquidation. He also filed for Chapter 7 personal bankruptcy after CapitalSource obtained a court order requiring him to repay $21.56 million. In that case, Mr. Deluca listed 59 pages of liabilities totaling $32.85 million and assets valued at $1.13 million. He also noted 15 lawsuits had been filed against him and his wife. Secured creditors in his bankruptcy case reported claims of more than $24.76 million, according to documents at the time. The report says the U.S. alleged in its indictment that the fraud scheme began in at least August 2002 and continued to around October 2006. After signing a $6 million loan agreement with Bank of America, Mr. Deluca used $5.33 million of the money the very next day to pay off a loan from a Dallas-based Guaranty Business Corp., which is now out of business. A month later he got another $1.64 million from BofA, secured by two pieces of real estate. After that, he borrowed $14 million from Wachovia, and used some of it to pay off BofA, prosecutors claimed. The report relates Richard Hill, the former Delco comptroller, was a key witness in both the civil and criminal cases. Mr. Hill said he and Mr. Deluca manipulated Delco's accounting system to create phony documentation to back up claims of inventory value, creating two separate sets of books. Mr. Hill said the inventory figures reported to CapitalSource were seven to eight times greater than Delco's actual maximum storage capacity. He told investigators that he acted only on Deluca's orders, and that his job was to "cover [Deluca's] ass." The report says Mr. Deluca maintained he knew nothing of the fraud scheme. The report, citing court documents, relates Mr. Deluca said he only discovered what had been going on when Mr. Hill took a vacation in November 2006, and then immediately reported the problems to CapitalSource and the local sheriff. According to Mr. Deluca, the entire scheme was Mr. Hill's idea. Mr. Hill was such "a clever and determined embezzler" that he was able to deceive auditors, loan officers and four different lenders, Mr. Deluca said in submissions to the court. According to the report, Mr. Deluca in June tried to get the federal charges against him dismissed, citing the time it had taken the government to bring the case to court. Four Delco employees who could have testified on his behalf had died, he noted. His plea was rejected by the court. Delco Oil Inc. was a motor fuel distributor headquartered in DeLand, Florida. Delco was placed in Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 06-03241). Richard R. Thames, Esq., at Stutsman Thames & Markey, P.A., represented the Debtor in the Chapter 11 case. In its chapter 11 petition, the Debtor estimated both assets and debts to be between $1 million and $100 million. On Dec. 1, 2006, the case was converted to a Chapter 7 liquidation and Aaron Cohen was appointed as the Interim Chapter 7 Trustee. DETROIT COMMUNITY: S&P Affirms 'B+' Rating on Series 2005 Rev Bond ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B+' long-term rating on Detroit Community Schools, Mich.'s series 2005 public school academy revenue bonds and removed the rating from CreditWatch with negative implications. The outlook is stable. "The removal of the rating from CreditWatch reflects our view of the renewal of the school's charter for a one-year term that expires June 2013," said Standard & Poor's credit analyst Avanti Paul. The 'B+' rating reflects S&P's view of the school's: "New management team, which we anticipate will begin to turn around the school's operations," S&P said; Good relationship with the charter authorizer, as evidenced by the authorizer's willingness to extend the charter and negotiate a plan for improvement; Balanced operating results that generate sufficient 1.1x debt service coverage, which we anticipate will continue; Manageable maximum annual debt service burden; Adequate and growing unreserved general fund balance; and Limited capital needs and lack of plans to issue debt in the near term. DETROIT DOWNTOWN: Fitch Keeps BB+ Ratings on Tax Bonds Serie 1998C ------------------------------------------------------------------ Fitch Ratings has affirmed the ratings on the following bonds issued by the Detroit Downtown Development Authority, MI (DDA or district): -- Tax increment refunding bonds (Development Area No. 1 projects), series 1998A affirmed at 'BBB-'; -- Tax increment bonds (Development Area No. 1 projects), series 1998B (taxable) affirmed at 'BBB-'; -- Tax increment bonds (Development Area No. 1 projects), series 1998C (junior lien) affirmed at 'BB+'. The Rating Outlook on all bonds is revised to Stable from Negative. Security Bonds are secured by a pledge of all tax increment revenues captured by Development Area No. 1. Key Rating Drivers OUTLOOK CONSIDERATIONS: Pledged tax increment revenue has dropped in recent years but is projected to remain sufficient, despite appeal-related AV declines. Appeal rebates may cause coverage to dip temporarily in 2012 and/or 2013, but over the longer term, Fitch expects senior lien coverage to remain at or near 1.4 times (x) and junior lien coverage to remain at or near 1.2x until the junior lien debt matures in 2018. WEAK COVERAGE, PARTICULARLY FOR SUB LIEN: Fitch expects very narrow coverage for subordinate lien bonds but at least somewhat better protection for senior lien bondholders. UNCERTAINTY OF APPEAL SETTLEMENT: An appeal related to the district's largest taxpayer -- General Motors Co. (GM) -- has been settled. The settlement involves both a reduction of the property's value and a refund of taxes previously paid. The timing of the refund by the DDA and the impact of the reduction on future pledged tax increment revenue remains unclear although the county estimates $0.5 to $0.6 million, but a significant effect on 2012 and/or 2013 revenues is likely. HIGH TAXPAYER CONCENTRATION: The largest taxpayer represents 22% of taxable value (TV) prior to the appeal settlement, and the top 10, representing 51%, are largely related to the automobile industry. IMPORTANT COMMERCIAL HUB: The district encompasses the core of downtown Detroit, including many key commercial assets. IMPROVED AUTO MANUFACTURING PROSPECTS: The health of the U.S. automobile industry is improving, as evidenced by Fitch's recent upgrades of the Issuer Default Ratings of both GM and Ford Motor Co. (Ford). What Could Trigger A Rating Action OVERALL TAX BASE EROSION: Fitch expects flat to slowly declining TV going forward after incorporating the impact of the GM appeal settlement. More than a modest annual decline could result in a lower rating. Credit Profile The DDA was formed in 1976 to promote economic development in downtown Detroit. Development Area No. 1 is comprised of 615 acres, roughly coterminous with the downtown business district and represents about 7% of the city's TV. In addition to the GM-owned Renaissance Center, the district includes one of the city's three casinos, stadiums for the Detroit Lions and Detroit Tigers, and development along the city's waterfront. The captured value (incremental TV above the base) is moderate at 250% of total TV. Impact of GM Appeal On Pledged Revenue The recent settlement of an appeal by GM, whose headquarters at the Renaissance Center is the largest contributor to TV, will resolve some uncertainty about the direction of the tax base and pledged revenue. The settlement reduces GM's tax payments over the past three years and the TV from which future tax payments are derived. The 2011 taxable valuation, the last to be adjusted, declined 23% from the pre-appeal level. Prior year adjustments were more moderate. Tax Base Concentration and Weak Economic Environment The rating also reflects the project area's high tax base concentration, with the 10 largest taxpayers making up 32% of captured value. In addition to GM at 22%, several taxpayers are office buildings that rely for occupancy to some extent on the auto industry. Prospects for the industry have improved. Fitch recently upgraded both GM (to 'BB+', Outlook Stable from 'BB', Outlook Positive) and Ford (to 'BB-', Outlook Stable from 'BB+', Outlook Positive). The city's economic indicators continue to be exceptionally weak despite apparent auto industry improvement, including an unemployment rate of 19.6% in August 2012, down from 20.8% in August 2011. Both the labor force and employment declined, although the number of jobs in the metropolitan area increased slightly. City income and poverty figures are quite weak. The 2010 census showed a surprisingly large drop in population to 713,777, a 25% decline from the 2000 census. Declining Pledged Revenues Coverage from pledged revenue has been declining, consistent with Fitch's expectations. Coverage of maximum annual debt service is expected to drop to 1.29x for combined senior and subordinate debt in fiscal 2012 from 1.48x in fiscal 2009. Fiscal 2012 coverage of senior lien bonds alone is expected to be slightly stronger at 1.42x. Fitch is concerned about the future direction of pledged revenue given the decline in coverage and the uncertain impact of the GM appeal settlement. Fitch's estimate of fiscal 2013 combined coverage is just 1.12x (assuming full repayment of GM's refund) and 1.23x in fiscal 2014 assuming no other captured value or tax increment revenue changes. The bonds' standard debt service reserve accounts are cash-funded, providing some protection on a shorter-term basis. Subordinate bonds mature in fiscal 2018, leaving somewhat improved coverage thereafter until senior lien bonds mature in fiscal 2028. DEWEY & LEBOEUF: BoA Credit Buys $3.8 Million in Claims ------------------------------------------------------- These notices of transfers of claims were made Thursday in the Chapter 11 case of Dewey & LeBoeuf LLP, to wit: A. Claim No. 904 Transferee Bank of America Credit Products, Inc. Transferor LexisNexis, a division of Reed Elsevier Inc. Scheduled Amount of Claim $3,520,328.30 Transfer Date Oct. 15, 2012 Docket Entry 623 (11/08/12) B. Claim No. 905 Transferee Bank of America Credit Products, Inc. Transferor Matthew Bender & Company, Inc. Scheduled Amount of Claim $146,748.67 Transfer Date Oct. 15, 2012 Docket Entry 624 (11/08/12) C. Claim No. 906 Transferee Bank of America Credit Products, Inc. Transferor Portfolio Media, Inc. Scheduled Amount of Claim $139,225.00 Transfer Date Oct. 15, 2012 Docket Entry 625 (11/08/12) About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. DOLLAR THRIFTY: DBRS Assigns 'B(high)' Issuer Rating ---------------------------------------------------- DBRS, Inc. has commented on the 3Q12 results of Dollar Thrifty Automotive Group, Inc. (DTAG or the Company). DBRS's Issuer Rating for DTAG is B (high). The ratings remain Under Review with Positive Implications, where they were placed on August 28, 2012. For the quarter, DTAG reported net income of $55.5 million compared to $66.6 million in 3Q11 while corporate adjusted EBITDA of $98.2 million in the quarter was 16% lower than a year ago. The lower results reflect merger-related expenses of $5.7 million compared to no such expenses a year ago and $5.2 million in gains on sale of risk-vehicles as compared to $17.4 million in 3Q11. Despite a tepid U.S. economy, DTAG's solid quarterly results were underpinned by expanding rental volumes driven by increasing leisure travel demand as consumer confidence strengthens. Moreover, DBRS views DTAG's results as demonstrating that the benefits of the Company's focus on improving operational efficiencies and profitable transaction channels are being captured. Vehicle rental revenue grew 2% year-on-year (y-o-y) to $442.3 million as rental demand increased, and improved fleet utilization largely offset the softening in price. In the quarter, transaction days increased 7.1%, illustrating that demand continues to recover from the recession while pricing (revenue per day) was lower by 5.1% YoY, reflecting the competitive marketplace. Despite the average rental fleet expanding 6% compared to 3Q11, fleet utilization was 84.7%, up from 83.9% a year ago, illustrating good fleet management. In DBRS's view, DTAG's results evidence management's continued focus on cost containment. Excluding merger-related expenses, direct vehicle, operating expenses and SG&A expenses declined to 57.4% of revenues compared to 58.1% a year ago. Margins remain solid. Corporate adjusted EBTIDA margin stood at 21.3% in 3Q12. As expected, given the significant fleet refresh cycle completed by DTAG in 1H12, fleet costs were higher YoY. For 3Q12, vehicle depreciation per unit increased 32% to a still historically low $246 per month. The higher per unit fleet cost reflects the aforementioned lower gains on sale of risk vehicles despite the disposal of a comparable number of risk vehicles as in 3Q11. The lower gains on sale are the result of the Company's ongoing refinement to base depreciation rates designed to lower gains and reduce volatility in fleet costs. Further, the YoY increase reflects a sizeable number 2010 model year vehicles which were in the fleet in 3Q11, and at the end of their useful lives, required minimal depreciation in the year ago period as the residual values were higher than the net book value of the cars. DBRS views DTAG's liquidity and funding profile as well-managed. To this end, available liquidity at quarter end totaled $1.1 billion, including cash, restricted cash and capacity available under the revolving credit facility. Demonstrating prudent management, this solid liquidity position has been achieved despite DTAG's investment in its fleet increasing by $410 million since year-end 2011 owing to the fleet refresh cycle and seasonal investment in the fleet. DBRS notes that the Company expects the investment in fleet to be substantially reduced through the remainder of 2012 resulting in an increase in cash, further supporting its liquidity profile. At September 30, 2012, tangible net worth was $725 million and the Company had no corporate debt outstanding. The Under Review with Positive Implications reflects the announced agreement by the Company to be acquired by the higher-rated Hertz Corporation (Hertz). DBRS rates Hertz BB, at the issuer level. Under the terms of the definitive agreement, at closing DTAG will be become a wholly-owned subsidiary of Hertz. Additionally, Hertz will assume, or refinance DTAG's fleet debt. The proposed transaction is also subject to customary closing conditions, DTAG's shareholder approval, and regulatory approvals. EPICOR SOFTWARE: S&P Affirms 'B' Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Epicor Software Corp. The outlook is stable. "We assigned our 'CCC+' issue-level rating and '6' recovery rating to the $340 million holding company (holdco) senior discount notes due 2017 issued by the parent company of Epicor Software Corp., Eagle Midco Inc. Epicor will use the proceeds for a distribution to the sponsor. The '6' recovery rating indicates that lenders can expect a negligible (0% to 10%) recovery of principal in the event of a payment default," S&P said. "At the same time, we are affirming the 'B+' issue-level rating on Epicor's senior secured credit facility. Its recovery rating remains at '2', indicating that lenders can expect a substantial (70% to 90%) recovery of principal in the event of a payment default. Additionally, we are affirming the 'CCC+' issue-level rating on the company's senior unsecured notes. Their recovery rating remains at '6' indicating that lenders can expect a negligible (0% to 10%) recovery of principal in the event of a payment default," S&P said. "The rating on Epicor reflects Standard & Poor's view of the company's highly recurring revenue base from its ERP software maintenance and services, and consistently positive free operating cash flow (FOCF) generation. We view the company's business risk profile as 'weak,' primarily characterized by its competition with much larger and more diversified software firms. We view the company's financial risk profile as 'highly leveraged.' The company has an aggressive financial policy as demonstrated by its high leverage level of about 7x, pro forma for the discount notes issuance, up from about 6.1x on June 30, 2012, pro forma for the purchase accounting adjustment from the Activant merger in May 2011," S&P said. Epicor is a midtier ERP solutions provider that focuses on the manufacturing, retail, distribution, and services verticals; however, it is still subject to industry cyclicality, especially in the retail and housing-related end markets. The company announced the acquisition of Solarsoft Business Systems in September 2012, which we expect to strengthen Epicor's product offerings in midmarket ERP, specializing in the manufacturing and distribution verticals. We anticipate the company's organic revenue growth over the next year to be in the low-single-digit percentage area year over year, as organic growth from its ERP solutions to midsize businesses is partly offset by retail and housing-related end markets feeling the constraints of ongoing high unemployment and falling consumer confidence," S&P said. "The outlook is stable, reflecting good revenue visibility from high recurring revenue and consistent positive FOCF. Although we consider an upgrade unlikely over the next two years, we could raise the ratings if organic revenue growth accelerates, improving EBITDA margin above the mid-20% area such that leverage falls to the low-5x area," S&P said. "If revenue declines or profitability deteriorates because of intense competition or loss of leadership position in the midmarket ERP market, resulting in inability to modestly reduce leverage as we expect, we could consider a rating downgrade," S&P said. EQUINOX HOLDINGS: S&P Revises Outlook on 'B' CCR to Positive ------------------------------------------------------------ Standard & Poor's Ratings Services revised the 'B' rating outlook on New York, N.Y.-based Equinox Holdings Inc. to positive from stable. The rating is affirmed. "At the same time, we assigned the company's proposed $100 million revolver due 2017 and the proposed $500 million first-lien term loan due 2019 our 'B' issue-level rating, with a recovery rating of '3', indicating our expectation for meaningful (50% to 70%) recovery for lenders in the event of a payment default," S&P said. "We also assigned Equinox's proposed $200 million second-lien term loan due 2020 our 'CCC+' issue-level rating, with a recovery rating of '6', indicating our expectation for negligible (0% to 10%) recovery for lenders in the event of a payment default. Equinox expects to use the proceeds to refinance it existing senior notes and highly accretive pay-in-kind (PIK) notes at the holding company level," S&P said. "The rating outlook revision to positive reflects our expectation that Equinox may drive an improvement in operating lease-adjusted debt to EBITDA to about 6x by 2014, which would be in line with a one-notch higher rating," said Standard & Poor's credit analyst Ariel Silverberg. "We expect credit measure improvement from a combination of significant EBITDA growth over the next two years and the elimination of highly accretive PIK debt at the holding company level (which we historically included in our measure of Equinox's consolidated debt leverage). We believe Equinox can achieve solid EBITDA growth through new memberships and increases in ancillary services at existing clubs and anticipated club openings that are a part of the company's ongoing aggressive club expansion plan. While we believe the investments required to open new clubs will likely weigh on consolidated EBITDA margin until new clubs have built their membership bases to a threshold sufficient to absorb operating costs (which typically takes approximately 12 months at Equinox), we believe recently opened clubs will continue to ramp to full capacity and result in increased EBITDA. Furthermore, even though the company's club expansion plan will result in higher operating lease debt over the next few years (and higher overall adjusted debt levels), the elimination of highly accretive PIK notes following the proposed refinancing transaction will support leverage reduction and an increase in total lease-adjusted interest coverage over time," S&P said. "Our 'B' corporate credit rating reflects our assessment of Equinox's financial risk profile as 'highly leveraged' and our assessment of the company's business risk profile as 'weak,' according to our criteria," S&P said. "The positive rating outlook reflects our expectation that continued EBITDA growth may drive an improvement in credit measures that we believe could support a one-notch higher rating over the intermediate term. We will consider higher ratings if we are confident operating lease-adjusted debt to EBITDA will improve to about 6x by 2014, and we believe management will size future expansion plans in a leverage neutral manner," S&P said. "We could consider an outlook revision to stable if EBITDA growth is meaningfully less than we currently anticipate, resulting in an expectation that adjusted leverage would be sustained above 6x over the long term, or if adjusted interest coverage weakens to the mid-1x area," S&P said. EYES TO YOU: Case Summary & 4 Unsecured Creditors ------------------------------------------------- Debtor: Eyes to You, Inc. a New Mexico corporation dba Bishop Optical dba Perfect Optical 1500 S. 2nd St. Gallup, NM 87301 Bankruptcy Case No.: 12-13987 Chapter 11 Petition Date: October 30, 2012 Court: United States Bankruptcy Court New Mexico (Albuquerque) Judge: David T. Thuma Debtor's Counsel: Michael K. Daniels, Esq. P.O. Box 1640 Albuquerque, NM 87103-1640 Tel: (505) 246-9385 Fax: (505) 246-9104 E-mail: mdaniels@nm.net Scheduled Assets: $637,091 Scheduled Liabilities: $1,043,136 A copy of the Company's list of its four unsecured creditors is available for free at http://bankrupt.com/misc/nmb12-13987.pdf The petition was signed by Tanni Irwin, president. FANNIE MAE: Reports $1.8 Billion Net Income in Third Quarter ------------------------------------------------------------ Federal National Mortgage Association filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $1.81 billion on $31.66 billion of total interest income for the three months ended Sept. 30, 2012, compared with a net loss of $5.08 billion on $35.79 billion of total interest income for the same period during the prior year. Fannie Mae recorded net income of $9.65 billion on $98.62 billion of total interest income for the nine months ended Sept. 30, 2012, compared with a net loss of $14.44 billion on $109.68 billion of total interest income for the same period a year ago. Fannie Mae's balance sheet at Sept. 30, 2012, showed $3.22 trillion in total assets, $3.22 trillion in total liabilities and $2.41 billion in total equity. "We are seeing signs of sustained improvement in housing and our actions to support the housing recovery have generated strong financial results in 2012," said Timothy J. Mayopoulos, president and chief executive officer. "Fannie Mae's priorities are well aligned with the public interest. Our financial condition has improved markedly. We have paid the Treasury $8.7 billion in 2012 and our expected ability to pay taxpayers is growing. We continue to fund the mortgage market, assist homeowners in distress, and lay the foundation for a better housing finance system." "We reported strong revenue for the first nine months of 2012 and expect to report annual net income for the first time since 2006," said Susan McFarland, executive vice president and chief financial officer. "The improvement in our financial condition was driven primarily by a substantial reduction in credit expense due, in large part, to higher home prices and a reduction in seriously delinquent loans. We continue to focus on foreclosure prevention solutions to reduce delinquencies and to keep homeowners in their homes." A copy of the Form 10-Q is available for free at: http://is.gd/3r7SvI A copy of the press release is available for free at: http://is.gd/WeGCFI About Fannie Mae Federal National Mortgage Association, aka Fannie Mae, is a government-sponsored enterprise that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. Fannie Mae has been under conservatorship, with the Federal Housing Finance Agency acting as conservator, since September 6, 2008. As conservator, FHFA succeeded to all rights, titles, powers and privileges of the company, and of any shareholder, officer or director of the company with respect to the company and its assets. The conservator has since delegated specified authorities to Fannie Mae's Board of Directors and has delegated to management the authority to conduct day-to-day operations. The U.S. Department of the Treasury owns Fannie Mae's senior preferred stock and a warrant to purchase 79.9% of its common stock, and Treasury has made a commitment under a senior preferred stock purchase agreement to provide Fannie with funds under specified conditions to maintain a positive net worth. Fannie Mae reporte a net loss of $16.85 billion in 2011, a net loss of $14.01 billion in 2010, and a net loss of $72.02 billion in 2009. FIFE PACKAGING: Files for Chapter 11 in New Hampshire ----------------------------------------------------- New Hampshire Business Review notes that Fife Packaging LLC filed on Oct. 17, 2012, for Chapter 11 bankruptcy protection in the Bankruptcy Court in New Hampshire, listing assets of less than $50,000, and liabilities of between $100,000 and $500,000. The report notes the case is in process of being dismissed at the request of the Debtor. FIRST PLACE FINANCIAL: Meeting to Form Creditors' Panel on Nov. 9 ----------------------------------------------------------------- Roberta A. DeAngelis, the United States Trustee for Region 3, was slated to hold an organizational meeting on November 9, 2012, at 11:00 a.m.in the bankruptcy case of First Place Financial Corp. The sole purpose of the meeting was to form a committee or committees of unsecured creditors in the Debtors' case. The meeting was to be held at: J. Caleb Boggs Federal Building 844 King Street, Room 5209 Wilmington, DE 19801 The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. FIRTH RIXSON: S&P Gives 'B' Corp. Credit Rating; Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Firth Rixson (Cyprus) Ltd. The outlook is stable. "At the same time, we are assigning our 'B+' issue rating and '2' recovery rating to the proposed $800 million secured credit facility, which consists of a $120 million revolver and a $680 million term loan. The borrowers on the new facility will be indirect subsidiaries, JFB Firth Rixson Inc. and FR Acquisitions Corp. (Europe) Ltd. U.K. The '2' recovery rating indicates our expectation of substantial (70%-90%) recovery in the event of payment default," S&P said. "Our ratings on Firth Rixson reflect our expectations that leverage (debt to EBITDA) will remain high after the proposed transaction, with only modest improvement likely in the next 12 months because of limited free cash flow," said Standard & Poor's credit analyst Christopher DeNicolo. "We believe revenues and earnings will show solid growth over the next year because of the strength in commercial aerospace market and the contribution from new projects. We assess the company's business risk profile as 'fair,' reflecting its position as a leading provider of rings and forgings for aircraft engines, good customer and geographic diversity, high barriers to entry, and efficient operations. We assess the company's financial risk profile as 'highly leveraged' based on the company's high debt leverage and very aggressive financial policy. We assess liquidity as 'adequate' under our criteria," S&P said. "The company, which is majority owned by private equity firm Oak Hill Capital Partners, plans to use the proceeds from the new facility and a $150 million equity infusion to refinance existing debt and provide liquidity to support capital projects to expand capacity and new forging capabilities, as well as buyout some operating leases. Debt to EBITDA will remain essentially unchanged after the proposed transaction, as the balance sheet will be unchanged, but it is very high at more than 8.5x. Part of the reason the leverage is so high is that a portion of what the company classifies as equity, including the new investment, is in the form of preferred stock and proceeds from holdco notes, both of which have interest that is paid in kind (PIK). We consider the preferred stock as debt, as it is owned primarily by Oak Hill. If these instruments were considered equity, debt to EBITDA would still be high at above 6x. Other fully adjusted credit protection measures will also be weak with funds from operations (FFO) to debt below 10% and EBITDA interest coverage of 1x. We expect modest improvement over the next 12-24 months because of growing earnings, primarily as a result of the strength in the commercial aerospace market. However, we don't expect material debt paydown in that period, as free cash flow will be a use of more than �30 million in fiscal 2013 (ended Sept. 30, 2013) and about breakeven in fiscal 2014 because of large capital expenditures," S&P said. "Firth Rixson is a leading global supplier of highly engineered rings, forgings, and specialist metal products primarily to the aerospace market (70% of sales), as well as industrial gas turbine and marine (9%), off-highway (8%), oil and gas (3%), mining (2%), and other markets (8%). The company operates in three segments: rings (57% of sales), which manufactures complex seamless and flash-butt welded rings in various metals; forgings (27%), which manufactures nickel, titanium, and steel closed die and extrusion forgings; and metals (16%), which produces cast and wrought superalloys, as well as rolled and forged long products. Firth Rixson has operations in the U.S., U.K., Hungary, and China," S&P said. "For the aerospace market, the company primarily provides products for aircraft engines used on commercial widebodies (39% of aerospace sales) and narrowbodies (34%), as well as military aircraft (16%) and business jets (11%). The commercial aerospace market is currently in a cyclical upturn, and the major aircraft and engine manufacturers are increasing production significantly to work down huge order backlogs. The company's customer base is fairly well diversified for an aerospace supplier, with the top 10 customers comprising about 40% of sales. The three largest customers are the leading aircraft engine manufacturers, General Electric, Pratt & Whitney, and Rolls Royce, all at less than 10% of sales each," S&P said. "Firth Rixson has a 60% share of the global market for seamless ring forgings used in aircraft engines and a leading position in manufacturing disks used in small aircraft engines. Its primary competitor in rings and forgings is Precision Castparts Corp. (PCC, A-/Stable/A-1), as well as some smaller competitors. The industry has fairly high barriers to entry because of the high capital costs to acquire or build forges, which can cost tens of millions of dollars each. In addition, 70% of the company's aerospace work is under long-term agreements, providing near-term revenue visibility. However, this can also limit the ability of the company to gain new work on existing engines, unless the incumbent is not performing, making gaining on positions on new engines vital to expanding market share. Firth Rixson has positions on all of the major engines for popular narrowbody and widebody aircraft, including the new Boeing 787. The company is investing a significant amount to expand its forging capabilities and capacity for producing disks for larger engines and other products. The company has efficient operations, and its EBITDA margins are fairly high at about 18%. However, this is much lower than the 25% margins in the forging division of PCC," S&P said. "The outlook is stable. Although revenues and earnings are likely to see solid growth because of the strength of the commercial aerospace market and new projects coming on line, credit measure are likely to remain weak and only improve modestly over the next 12-24 months, as large capital investments limit free cash flow, and therefore debt reduction. We do not expect to raise the ratings in the next 12 months, but we could if cash flow and debt reduction is greater than we expect, resulting in debt to EBITDA (including the holdco notes and preferred stock treated as debt) below 5.5x. We are also unlikely to lower the ratings but could if earnings and cash flow do not improve as we expect, or if adverse developments cause us to revise our liquidity assessment to "less than adequate." G&W INC.: Case Summary & 14 Unsecured Creditors ----------------------------------------------- Debtor: G&W, Inc. dba Kwik Kar Lube & Tune on Clark Road dba Kwik Kar Lube & Tune on Duncanville P.O. Box 110772 Carrollton, TX 75011 Bankruptcy Case No.: 12-36999 Chapter 11 Petition Date: November 3, 2012 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: Mark I. Agee, Esq. 4115 N. Central Expressway Dallas, TX 75204 Tel: (214) 320-0079 Fax: (214) 320-2966 E-mail: Mark@DallasBankruptcyLawyer.com Scheduled Assets: $546,841 Scheduled Liabilities: $2,373,779 A copy of the Company's list of its 14 unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txnb12-36999.pdf The petition was signed by Wayne R. Michaels, president. GEOKINETICS INC: Incurs $6.3 Million Net Loss in Third Quarter -------------------------------------------------------------- Geokinetics Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $6.30 million on $141.69 million of revenue for the three months ended Sept. 30, 2012, compared with a net loss of $42.10 million on $206.05 million of revenue for the same period a year ago. Geokinetics recorded a net loss of $56.99 million on $439.97 million of revenue for the nine months ended Sept. 30, 2012, compared with a net loss of $110.31 million on $539.23 million of revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2012, showed $415.71 million in total assets, $590.79 million in total liabilities, $90.72 million in mezzanine equity, and a $265.80 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/Iga12T About Geokinetics Headquartered in Houston, Texas, Geokinetics Inc., a Delaware corporation founded in 1980, provides seismic data acquisition, processing and integrated reservoir geosciences services, and land, transition zone and shallow water OBC environment geophysical services. These geophysical services include acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data surveys, data processing and integrated reservoir geosciences services for customers in the oil and natural gas industry, which include national oil companies, major international oil companies and independent oil and gas exploration and production companies worldwide. * * * In December 2011, Standard & Poor's Ratings Services lowered its corporate credit and senior secured ratings on Houston-based Geokinetics Holdings Inc. (Geokinetics) to 'CCC-' from 'CCC+'. The outlook is negative. "The ratings on Geokinetics reflect the company's 'weak' liquidity (as our criteria define the term), burdensome debt obligations, underperformance relative to seismic data peers over the last year, its operation in the highly volatile seismic data industry, the cancelable nature of contracts that results in unpredictable earnings and cash flows, and the overhang of the litigation and reputational risk related to the liftboat incident in Southern Mexico on Sept. 9, 2011 that resulted in four fatalities. We consider its financial risk to be "highly leveraged" and its business risk to be 'vulnerable' (as defined in our criteria)," S&P said. GRAY TELEVISION: Increases Revenue Estimates for Fourth Quarter --------------------------------------------------------------- Gray Television, Inc., announced an increase in its record revenue estimates for the three-month period ending Dec. 31, 2012. On Oct. 31, 2012, Gray issued guidance relating to certain expected fourth quarter 2012 operating results. Through Nov. 6, 2012, the Company has earned significantly more political advertising revenue than previously anticipated. Accordingly the Company is updating its guidance relating to certain operating results for the fourth quarter of 2012. The updated political advertising revenue estimates for the fourth quarter of 2012 would represent new record levels for a fourth quarter; the previous actual record was $33.1 million in 2010. For the year ending Dec. 31, 2012, the Company anticipates total political advertising revenue to range between $85 million and $86 million, compared to its previous annual record political advertising revenue of $57.6 million in 2010. The Company also currently anticipates that its total annual revenue for 2012 will exceed $400 million, compared to its previous annual record revenue of $346.1 million in 2010. Based on the Company's current forecasts, the Company believes that its fourth quarter of 2012 local advertising revenue, excluding political advertising revenue, will decrease from the fourth quarter of 2011 by approximately 3%. The Company currently believes its fourth quarter of 2012 national advertising revenue, excluding political advertising revenue, will decrease from the fourth quarter of 2011 by approximately 7%. These modest declines in local and national revenue were anticipated and reflect the record demand that political advertisers have placed on the Company's units of commercial time the Company has available for sale during the fourth quarter of 2012. Consistent with the guidance issued on Oct. 31, 2012: * The Company anticipates its fourth quarter of 2012 internet revenue, excluding political advertising revenue, will increase from the fourth quarter of 2011 by approximately 11% to 12%; * The Company anticipates its fourth quarter of 2012 retransmission consent revenue will increase from the fourth quarter of 2011 by approximately 71% to approximately $8.5 million; and * The Company estimates its base consulting revenue will be $0.6 million for the fourth quarter of 2012. As of Nov. 8, 2012, the Company is unable to estimate incentive consulting revenue, if any, in the fourth quarter of 2012. The anticipated increase in broadcast operating expenses for the fourth quarter 2012 compared to the fourth quarter of 2011 is due primarily to anticipated increases in compensation expense, programming expense and national sales commission expense. A complete copy of the press release is available for free at: http://is.gd/FuW8yH About Gray Television Formerly known as Gray Communications System, Atlanta, Georgia- based Gray Television, Inc., is a television broadcast company. Gray currently operates 36 television stations serving 30 markets. Each of the stations are affiliated with either CBS (17 stations), NBC (10 stations), ABC (8 stations) or FOX (1 station). In addition, Gray currently operates 38 digital second channels including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal Sports Network affiliates plus 8 local news/weather channels and 1 "independent" channel in certain of its existing markets. * * * As reported by the TCR on Sept. 26, 2012, Moody's Investors Service upgraded Gray Television, Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating (PDR) each to B3 from Caa1. The upgrades reflect Moody's expectations for the company to benefit from strong political revenue demand through November 2012 resulting in improved credit metrics combined with management's commitment to reduce leverage. In the April 9, 2012, edition of the TCR, Standard & Poor's Ratings Services raised its corporate credit rating on Atlanta, Ga.-based TV broadcaster Gray Television Inc. to 'B' from 'B-'. "The 'B' rating reflects company's still-high debt leverage and weak discretionary cash flow, as well as our expectation that the company will maintain adequate headroom with its financial covenants in the absence of any further tightening of covenant thresholds. The stable rating outlook reflects our expectation that Gray will maintain lease-adjusted debt to average trailing- eight-quarter EBITDA below 7.5x. We also expect the company to generate modest positive discretionary cash flow in 2012," S&P said. HAMPTON ROADS: Incurs $4.8 Million Net Loss in Third Quarter ------------------------------------------------------------ Hampton Roads Bankshares, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $4.83 million on $19.93 million of total interest income for the three months ended Sept. 30, 2012, compared with a net loss of $26.49 million on $24.44 million of total interest income for the same period during the prior year. Hampton Roads incurred a net loss of $17.16 million on $62.20 million of total interest income for the nine months ended Sept. 30, 2012, compared with a net loss of $76.82 million on $77.91 million of total interest income for the same period a year ago. The Company reported a net loss of $98 million in 2011, compared with a net loss of $210.35 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $2.07 billion in total assets, $1.88 billion in total liabilities and $187.96 million in total shareholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/mfXzvJ About Hampton Roads Bankshares Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. Currently, Bank of Hampton Roads operates twenty- eight banking offices in the Hampton Roads region of southeastern Virginia and twenty-four offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and 15 ATMs. Effective June 17, 2010, the Company and its banking subsidiary, Bank of Hampton Roads ("BOHR"), entered into a written agreement with the Federal Reserve Bank of Richmond and the Bureau of Financial Institutions of the Virginia State Corporation Commission. The Company's other banking subsidiary, Shore Bank, is not a party to the Written Agreement. Under the terms of the Written Agreement, among other things, BOHR agreed to develop and submit for approval plans to (a) strengthen board oversight of management and BOHR's operations, (b) strengthen credit risk management policies, (c) improve BOHR's position with respect to loans, relationships, or other assets in excess of $2.5 million which are now, or may in the future become, past due more than 90 days, are on BOHR's problem loan list, or adversely classified in any report of examination of BOHR, (d) review and revise, as appropriate, current policy and maintain sound processes for determining, documenting, and recording an adequate allowance for loan and lease losses, (e) improve management of BOHR's liquidity position and funds management policies, (f) provide contingency planning that accounts for adverse scenarios and identifies and quantifies available sources of liquidity for each scenario, (g) reduce the Bank's reliance on brokered deposits, and (h) improve BOHR's earnings and overall condition. HARRISBURG, PA: Second Bite at Chapter 9 Bankruptcy Looms --------------------------------------------------------- Tara Leo Auchey, writing for Today's The Day Harrisburg, notes that the law that prohibits the city Harrisburg from filing for Chapter 9 municipal bankruptcy expires Nov. 30. The bar was originally set to end June 30, but was later extended five more months. Today's The Day Harrisburg also relates the City's receiver, William Lynch, has been very overt about his desire to have the threat of Chapter 9 municipal bankruptcy at his disposal. The report says, over the past few months, the Office of the Receiver has embarked on an aggressive strategy of monetizing the City's assets, the Incinerator and the parking system; working with the City's elected officials to raise the Earned Income Tax on residents of Harrisburg; and mediating with the unions there by isolating the City's creditors -- Dauphin County and the bond insurer Assured Guaranty. "This approach is especially significant in regard to dealing with AGM. If the Receiver can declare that all has reasonably been done by the City to develop and execute a recovery plan to the satisfaction of the State, then that leaves the 'big guy' -- as the Receiver's financial advisor Steven Goldfield called AGM -- standing alone as the last one to get on board or not. This is when the tool of Chapter 9 becomes integral," Ms. Auchey reports. The report also relates that the PA Speaker of the House, Sam Smith, and House Majority Leader, Mike Turzai, have declared that the issue of disallowing municipal bankruptcy wouldn't be addressed again this year. Mr. Smith stated the PA Legislature will do "nothing legislative" to maintain the ban on Chapter 9. About Harrisburg, Pennsylvania The city of Harrisburg, in Pennsylvania, is coping with debt related to a failed revamp of an incinerator. The city is $65 million in default on $242 million owing on bonds sold to finance an incinerator that converts trash to energy. The Harrisburg city council voted 4-3 on Oct. 11, 2011, to authorize the filing of a Chapter 9 municipal bankruptcy (Bankr. M.D. Pa. Case No. 11-06938). The city claims to be insolvent, unable to pay its debt and in imminent danger of having tax revenue seized by holders of defaulted bonds. Judge Mary D. France presided over the Chapter 9 case. Mark D. Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's counsel. The petition estimated $100 million to $500 million in assets and debts. Susan Wilson, the city's chairperson on Budget and Finance, signed the petition. Harrisburg said in court papers it is in imminent jeopardy through six pending legal actions by creditors with respect to a number of outstanding bond issues relating to the Harrisburg Materials, Energy, Recycling and Recovery Facilities, which processes waste into steam and electrical energy. The owner and operator of the incinerator is The Harrisburg Authority, which is unable to pay the bond issues. The city is the primary guarantor under each bond issue. The lawsuits were filed by Dauphin County, where Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and Covanta Harrisburg Inc. The Commonwealth of Pennsylvania, the County of Dauphin, and Harrisburg city mayor Linda D. Thompson and other creditors and interested parties objected to the Chapter 9 petition. The state later adopted a new law allowing the governor to appoint a receiver. Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg, P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor. In November 2011, the Bankruptcy Judge dismissed the Chapter 9 case because (1) the City Council did not have the authority under the Optional Third Class City Charter Law and the Third Class City Code to commence a bankruptcy case on behalf of Harrisburg and (2) the City was not specifically authorized under state law to be a debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2). Dismissal of the Chapter 9 petition was upheld in a U.S. District Court. That same month, the state governor appointed David Unkovic as receiver for Harrisburg. Mr. Unkovic is represented by the Municipal Recovery & Restructuring group of McKenna Long & Aldridge LLP, led by Keith Mason, Esq., co-chair of the group. Mr. Unkovic resigned as receiver March 30, 2012. HAWKER BEECHRAFT: To Lay Off 410 Employees in Four Locations ------------------------------------------------------------ Molly McMillin at The Wichita Eagle reports that Hawker Beechcraft plans to cut about 410 jobs in four locations, including dozens of jobs in Wichita, Kansas. According to the report, the company has begun the process of closing three Hawker Beechcraft Services facilities -- in Little Rock, Arkansas; San Antonio, Texas; and Mesa, Arizona -- as it plans to emerge from Chapter 11 bankruptcy as a smaller, stand- alone company called Beechcraft Corp. The closures will affect about 240 employees at the facilities. The report notes Hawker will cut about 170 jobs in Wichita and at its Little Rock Completions Center, where the company is completing the final Hawker Beechcraft jets for customer delivery. More than half of the 170 job cuts will be at the completions center, the company said. It did not give a specific number for cuts in Wichita. The report says, so far this year, Hawker Beechcraft has issued layoff notices to 1,021 Wichita employees, according to the KansasWorks Web site. 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 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 of reorganization. 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. The Committee's financial advisor is FTI Consulting, Inc. On June 30, 2012, Hawker filed its Plan, which proposed to eliminate $2.5 billion in debt and $125 million of annual cash interest expense. The plan would 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. In July 2012, Hawker disclosed it was in exclusive talks with China's Superior Aviation Beijing Co. for the purchase of Hawker's corporate jet and propeller plane operations out of bankruptcy for $1.79 billion. In October 2012, Hawker unveiled that those talks have collapsed amid concerns a deal with Superior wouldn't pass muster with a U.S. government panel and other cross-cultural complications. Sources told The Wall Street Journal that Superior encountered difficulties separating Hawker's defense business from those units in a way that would make both sides comfortable the deal would get U.S. government clearance. The sources told WJS the defense operations were integrated in various ways with Hawker's civilian businesses, especially the propeller plane unit, in ways that proved difficult to untangle. Thereafter, Hawker said it intends to emerge from bankruptcy as an independent company. On Oct. 29, 2012, Hawker filed a modified reorganization plan and disclosure materials. Hawker said the plan was supported by the official creditors' committee and by a "substantial majority" of holders of the senior credit and a majority of holders of senior notes. Hawker said it will either sell or close the jet-manufacturing business. The revised plan still offers 81.9% of the new stock in return for $921 million of the $1.83 billion owing on the senior credit. Unsecured creditors are to receive the remaining 18.9% of the new stock. Holders of the senior credit will receive 86% of the new stock. The senior credit holders are projected to have a 43.1% recovery from the plan. General unsecured creditors' recovery is a projected 5.7% to 6.3%. The recovery by holders of $510 million in senior notes is predicted to be 9.2% to 10%. HICKMAN EQUIPMENT: RCMP Charges Four Former Executive of Fraud -------------------------------------------------------------- Vocm.com reports that a decade-long investigation into the bankruptcy of Hickman Equipment Limited has resulted in charges laid against four former top executives. The report relates the RCMP Commercial Crime Section have charged Hubert Hunt, who was the general manager, William Parsons, Vice President Sales, Gary Hillyard, Chief Financial Officer and John King, the sales manager. They all face 16 counts of fraud, conspiracy to commit fraud, falsification of books and documents and false prospectus to defraud. Messrs. Hunt and Parsons face one additional count of false prospectus to induce a person to advance money. The report notes all four men will make their first court appearance on December 4. Hickman Equipment was a John Deere dealership, and one of the Hickman Group of Companies owned by the Hickman family. It filed for Chapter 11 bankruptcy in March 2002. According to Vocm.com, the bankruptcy totaled about $113 million. HILLTOP FARMS: Case Summary & 5 Unsecured Creditors --------------------------------------------------- Debtor: Hilltop Farms, LLC 48514 US Highway 14 Elkton, SD 57026 Bankruptcy Case No.: 12-40768 Chapter 11 Petition Date: November 2, 2012 Court: United States Bankruptcy Court District of South Dakota (Southern (Sioux Falls)) Judge: Charles L. Nail, Jr. Debtor's Counsel: Laura L. Kulm Ask, Esq. GERRY & KULM ASK, PROF LLC P.O. Box 966 Sioux Falls, SD 57101-0966 Tel: (605) 336-6400 Fax: (605) 336-6842 E-mail: ask@sgsllc.com Scheduled Assets: $13,119,051 Scheduled Liabilities: $13,507,689 The petition was signed by Wilhelmus Reuvekamp, manager. Debtor's List of Five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 't Werkel BV, Inc. Trade debt $1,893,762 c/o Peter Kleinreesink Badweg 26 7004 GV Doetinchem Netherlands CHS, Inc. Trade debt $440,000 P.O. Box 1098 Tracy, MN 56175 Hilltop Dairy, LLP Trade debt $339,400 48514 US Hwy 14 Elkton, SD 57026 Woods, Fuller, Trade debt $11,831 Shultz & Smith, PC First Bank & Trust Visa Trade debt $1,915 Card Processing Center INTELLICELL BIOSCIENCES: Myron Holubiak Joins Board of Directors ---------------------------------------------------------------- IntelliCell BioSciences, Inc., announced that Myron Z. Holubiak has joined the IntelliCell Board of Directors. Mr. Holubiak is an accomplished biotech and pharmaceutical senior executive with over 30 years of industry experience including directing Roche Laboratories, a $2.8 billion dollar company with over 3,500 employees, as its President. Mr. Holubiak also serves as director for Ventrus BioSciences, Inc., and Chairman of the Board for BioScrip, Inc. IntelliCell's Chairman and CEO, Dr. Steven Victor, stated, "Our Company is very pleased to announce today that Myron Holubiak is joining our Board of Directors. He is bringing a wealth of industry experience and accomplishments to our executive team. I look forward to working with him to assist IntelliCell in its growth strategies as the Company continues its thought leadership role as a preeminent Regenerative Medicine organization." Mr. Holubiak said, "The decades of scientific research into regenerative medicine is now showing dramatic results and fulfilling the promise we all had hoped for. "Dr. Victor's pioneering efforts in the advancement of the science and his innovations in the use of ultrasonic cavitation is now setting the standard for the harvest of autologous stromal vascular fractions that are demonstrating promise in clinical efficacy. "I am pleased to join the board of IntelliCell. The company is committed to far reaching clinical research in the treatment of osteoarthritis, diabetic ulcers, bone and dermal conditions where regenerative processes are desperately needed. "I look forward to participating in the growth of IntelliCell at such an exciting time." About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. The Company has incurred losses since inception resulting in an accumulated deficit of $43,079,590 and a working capital deficit of $3,811,024 as of March 31, 2012, respectively. However, if the non-cash expense related to the Company's change in fair value of derivative liability and stock based compensation is excluded then the accumulated deficit amounted to $4,121,538. Further losses are anticipated in the continued development of its business, raising substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at June 30, 2012, showed $3.76 million in total assets, $6.97 million in total liabilities and a $3.20 million in total stockholders' deficit. INTELLICELL BIOSCIENCES: Announces FDA Listing of N.Y. Facility --------------------------------------------------------------- IntelliCell BioSciences, Inc., has been notified according to the FDA validation registration number 3009842420, that its new facility located at 460 Park Avenue, New York, NY 10022 is now registered to recover, process, package, store, and label human cells and tissue products (HCT/P's) such as the IntelliCell autologous stromal vascular fraction cellular product. In the registration notification, FDA acknowledged that the IntelliCell process is to be covered under regulations for tissue products. The HCT/P regulations are described in 21 CFR section 1271.10. IntelliCell's Chairman and CEO, Dr. Steven Victor, stated "Our Company is very pleased to announce today that our new cellular processing facility has now been registered to process an individual's own tissue for the purpose of acquiring their stem and regenerative cells for use in regenerative medicine. The IntelliCell processing technology is designed to allow physicians to treat their patients during a same day and same procedure basis much the same way that bone marrow transplants and IVF treatments are performed today. This is a significant step for the Company as it continues its mission to be a leading regenerative medicine company. We look forward to continuing to work with FDA as we prepare a number of clinical studies for disease states with high unmet clinical needs." Robert Sexauer, EVP of Clinical Development stated, "We can now begin to move forward with our plans for in-human clinical studies such as lower limb ischemia by applying to Institutional Review Boards (IRB's) with study protocols and laboratory processes that will be compliant with the federal and state regulations. By operating under regulations for 21 CFR 1271.10 regulations, similar to autologous tissue transplants, we may be able to prepare a number of regenerative medicine projects and we look forward to working with FDA to meet any and all requirements." About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. The Company has incurred losses since inception resulting in an accumulated deficit of $43,079,590 and a working capital deficit of $3,811,024 as of March 31, 2012, respectively. However, if the non-cash expense related to the Company's change in fair value of derivative liability and stock based compensation is excluded then the accumulated deficit amounted to $4,121,538. Further losses are anticipated in the continued development of its business, raising substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at June 30, 2012, showed $3.76 million in total assets, $6.97 million in total liabilities and a $3.20 million in total stockholders' deficit. INTELLICELL BIOSCIENCES: Inks Exchange Pact with Two Investors -------------------------------------------------------------- Between Nov. 5 and Nov. 6, 2012, Intellicell Biosciences, Inc., entered into an exchange agreement with two investors who participated in the Company's series E preferred stock private placement pursuant to which the Series E Preferred Investors holding an aggregate of 125 shares of the Company's series E convertible preferred stock, par value $0.01 per share, agreed to exchange their Preferred Stock for (i) an aggregate of 833,334 shares of the Company's Common Stock and (ii) a five-year warrant to purchase an aggregate of 416,667 shares of Common Stock at an exercise price of $0.45 per share. The Series E Preferred Stock Investors also provided their consent to allow the Company to take all actions necessary to cancel the Preferred Stock which will include the filing of a Withdrawal of Designation with the Secretary of State of Nevada. As of Nov. 8, 2012, the Company has not filed any documents with the Nevada Secretary of State. The new securities issued to the Series E Preferred Stock Investors were issued in accordance with Section 3(a)(9) under the Securities Act of 1933, as amended. About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. The Company has incurred losses since inception resulting in an accumulated deficit of $43,079,590 and a working capital deficit of $3,811,024 as of March 31, 2012, respectively. However, if the non-cash expense related to the Company's change in fair value of derivative liability and stock based compensation is excluded then the accumulated deficit amounted to $4,121,538. Further losses are anticipated in the continued development of its business, raising substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at June 30, 2012, showed $3.76 million in total assets, $6.97 million in total liabilities and a $3.20 million in total stockholders' deficit. ISTAR FINANCIAL: Offering $475 Million of Senior Unsecured Notes ---------------------------------------------------------------- iStar Financial Inc. filed with the U.S. Securities and Exchange Commission a free writing prospectus relating to the offering of $300 million of 7.125% senior unsecured notes due 2018. iStar is also offering $175 million of 3.00% convertible senior notes due 2016. Joint bookrunners of both offerings are Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and J.P. Morgan Securities LLC. The company will use the net proceeds from the offerings to refinance existing indebtedness. Copies of the free writing prospectuses are available for free at: http://is.gd/2hQTMF http://is.gd/tJbz9p About iStar Financial New York-based iStar Financial Inc. (NYSE: SFI) provides custom- tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. The Company reported a net loss of $25.69 million in 2011, compared with net income of $80.20 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $6.94 billion in total assets, $5.52 billion in total liabilities, $14.20 million in redeemable non-controlling interests, and $1.40 billion in total equity. * * * In March 2012, Fitch affirmed the company's 'B-' issuer default rating. The IDR affirmation is based on a manageable debt maturity profile of the company, pro forma for the recently- consummated secured financing that extends certain of the company's debt maturities, relieving the overhang of significant unsecured debt maturities in 2012 and 2013. While this 2012 financing does not reduce the amount of total debt outstanding, the company's debt maturity profile is more manageable over the next two years, with only 48% of debt maturing pro forma, down from 61%. Given the mild improvement in commercial real estate fundamentals and value stabilization, the company's loan and real estate owned portfolio performance will likely improve going forward, which should increase the company's ability to repay upcoming indebtedness. As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings Services affirmed its 'B+' long-term issuer credit rating on iStar Financial Inc. In October 2012, Moody's Investors Service upgraded the corporate family rating to B2 from B3. The current rating reflects the REIT's success in extending near term debt maturities and improving fundamentals in commercial real estate. The ratings on the October 2012 senior secured credit facility takes into account the asset coverage, the size and quality of the collateral pool, and the term of facility. JAMES RIVER: Incurs $20.6 Million Net Loss in Third Quarter ----------------------------------------------------------- James River Coal Company filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $20.55 million on $288.10 million of total revenue for the three months ended Sept. 30, 2012, compared with a net loss of $3.73 million on $303.85 million of total revenue for the same period a year ago. The Company reported a net loss of $61.97 million on $867.44 million of total revenue for the nine months ended Sept. 30, 2012, compared with a net loss of $10.54 million on $820.47 million of total revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2012, showed $1.28 billion in total assets, $947.34 million in total liabilities and $341.87 million in total shareholders' equity. Peter T. Socha, Chairman and chief executive officer commented: "We are very pleased to have the uncertainty of the U.S. presidential election behind us. We believe that this issue caused a temporary slowdown in economic growth both in the United States and globally. The slowdown in growth, combined with warm weather last winter, has contributed to an unusually weak market for thermal and metallurgical coal. Hopefully, this condition will be corrected shortly. "Despite the soft coal markets, we continue to be pleased with the performance of our mine operations team. They made a series of adjustments to their operating plans in response to the current markets. In the financial area, we decided to take the opportunity to reduce our debt at very advantageous market prices due to external events. We believe that we were able to successfully balance our desire for a strong and liquid balance sheet with a window of opportunity that was available to us." A copy of the Form 10-Q is available for free at: http://is.gd/77C3lI About James River Headquartered in Richmond, Virginia, James River Coal Company (NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines, processes and sells bituminous steam and industrial-grade coal primarily to electric utility companies and industrial customers. The company's mining operations are managed through six operating subsidiaries located throughout eastern Kentucky and in southern Indiana. The Company reported a net loss of $39.08 million in 2011, compared with net income of $78.16 million in 2010. * * * As reported by the TCR on Nov. 9, 2012, Standard & Poor's Ratings Services lowered its corporate credit rating on Richmond, Va.- based James River Coal Co. to 'SD' (selective default) from 'CCC+'. "The rating actions follow James River's announcement that it had repurchased approximately $61 million of its senior and convertible notes in the third quarter and in October 2012," said credit analyst Megan Johnston In April 2012, Moody's Investors Service affirmed the company's B3 corporate family rating (CFR) and SGL-3 speculative grade liquidity rating, indicating an adequate liquidity position. The B3 CFR is principally constrained by a high cost position, high leverage, meaningful decrease in thermal coal prices, and likelihood of margin compression in thermal coal business as existing contracts roll off over the next year. The ratings also consider relatively high thermal coal inventories and generally stagnant coal demand at the power utilities. LAKELAND DEVELOPMENT: Has Loeb & Loeb as Environmental Counsel -------------------------------------------------------------- Lakeland Development Company seeks permission from the U.S. Bankruptcy Court for the Central District of California to employ Loeb & Loeb LLP as special environmental counsel, nunc pro tunc to the petition date. The Debtor and its predecessor-in-interest affiliate Powerine Oil Company were named in litigation by the U.S. Environmental Protection Agency regarding various Superfund Sites near the Debtor's property. A Consent Decree was entered in the U.S. District Court requiring the Debtor to pay $1,450,000 in certain payments. The Debtor made all but the last of those payments. However, the Consent Decree contained Stipulated Penalties of $5,000 per day for every day that the payment was late. At present, the EPA claims that its claim is approximately $6,960,000. The Debtor retained Loeb to deal with the environmental law issues over eight years ago, and the Debtor, by its counsel Loeb, is currently in negotiations with the EPA regarding this liability. Loeb has been involved in negotiations to resolve certain remaining disputes involving EPA for the past four years. According to the Debtor, these negotiations are practically complete. A settlement agreement between the Debtor and the EPA has been drafted but is not yet executed by the proper officials of the EPA. The Debtor seeks to employ Loeb for the limited purpose of finalizing the agreement with the EPA. The agreement would benefit the Debtor's estate and its creditors by resolving an outstanding issue so that the Debtor may proceed with administering its estate and formulating its plan. Loeb would not duplicate the bankruptcy work done by the Debtor's other professionals, and would only do specialized environmental work. Albert Cohen, the attorney currently expected to be principally responsible for the case, will be paid $700 per hour. Loeb is currently a large, unsecured creditor. On July 3, 2012, Loeb filed an unsecured proof of claim in the Debtor's estate in the total amount of $306,448.21, representing Loeb's unpaid fees and costs incurred for pre-petition services rendered to the Debtor. Loeb does not agree to waive this claim. The Debtor proposes that it be permitted to pay Loeb, without a prior application to the Court, 100% of the fees and disbursements incurred up to $10,000 per month. Lance N. Jurich, a partner at Loeb, 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 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. LAMOS MANAGEMENT: Case Summary & 5 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Lamos Management Services, LLC dba L'Jua's Restaurant P.O. Box 3268 Albany, GA 31706 Bankruptcy Case No.: 12-11652 Chapter 11 Petition Date: November 4, 2012 Court: United States Bankruptcy Court Middle District of Georgia (Albany) Judge: James D. Walker Jr. Debtor's Counsel: Je'Nita Nakia Lane, Esq. J. LANE LAW GROUP, P.C. P.O. Box 1843 Albany, GA 31702 Tel: (229) 886-1073 Fax: (888) 694-6777 E-mail: jlanelaw@gmail.com Scheduled Assets: $1,334,950 Scheduled Liabilities: $306,594 A copy of the Company's list of its five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/gamb12-11652.pdf The petition was signed by LaJuana Woods, owner/manager. LAST MILE: Has Court OK to Hire Parentebeard as Tax Accountant -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has authorized Last Mile Inc., also known as Sting Communications, to employ ParenteBeard LLC as accountant. The professional services that ParenteBeard will provide to the Debtor include the preparation of the Debtor's federal and Pennsylvania state tax returns for the year 2011. About Last Mile Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting Communications, is a telecommunications services company delivering advanced Ethernet transport services. It specializes in designing, implementing and managing Wide Area Networks that leverage the power of Internet Protocol to link the customers' locations securely, efficiently and cost effectively to support delivery of advanced applications, voice, data and video at scalable broadband speeds. Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 11-14769) on Oct. 12, 2011. Judge Sean H. Lane presides over the case. Kenneth A. Rosen, Esq., Jeffrey A. Kramer, Esq., and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, in New York, represent the Debtor as counsel. In its schedules, the Debtor disclosed $11,757,058 in assets and $23,300,655 in liabilities. Tracy Hope Davis, the United States Trustee for Region 2, pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors of Last Mile Inc., aka Sting Communications. Halperin Battaglia Raicht, LLP, serves as counsel for the Committee. LAST MILE: Has Permission to Hire R.L. Hicks as Regulatory Counsel ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York has authorized Last Mile Inc., also known as Sting Communications, to employ R.L. Hicks & Associates as regulatory counsel for the purpose of advising the Debtor in connection with the transfer of licenses. As reported by the Troubled Company Reporter on Sept. 13, 2012, the retention is limited to providing services to the Debtor with respect to transferring the Licenses to First Telecom Services, LLC, or another successful bidder for the Debtor's assets. The Debtor agreed on Aug. 17, 2012, to a form of Asset Purchase Agreement with FTS and filed a motion seeking approval of the sale of substantially all of the Debtor's assets to FTS. Among the requirements of the APA is the transfer by the Debtor of its licenses from the Pennsylvania Public Utility Commission. About Last Mile Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting Communications, is a telecommunications services company delivering advanced Ethernet transport services. It specializes in designing, implementing and managing Wide Area Networks that leverage the power of Internet Protocol to link the customers' locations securely, efficiently and cost effectively to support delivery of advanced applications, voice, data and video at scalable broadband speeds. Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 11-14769) on Oct. 12, 2011. Judge Sean H. Lane presides over the case. Kenneth A. Rosen, Esq., Jeffrey A. Kramer, Esq., and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, in New York, represent the Debtor as counsel. In its schedules, the Debtor disclosed $11,757,058 in assets and $23,300,655 in liabilities. Tracy Hope Davis, the United States Trustee for Region 2, pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors of Last Mile Inc., aka Sting Communications. Halperin Battaglia Raicht, LLP, serves as counsel for the Committee. LEVEL 3: Files Form 10-Q, Incurs $166MM Net Loss in Third Quarter ----------------------------------------------------------------- Level 3 Communications, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $166 million on $1.59 billion of revenue for the three months ended Sept. 30, 2012, compared with a net loss of $207 million on $927 million of revenue for the same period a year ago. Caesars reported a net loss of $366 million on $4.76 billion of revenue for the nine months ended Sept. 30, 2012, compared with a net loss of $593 million on $2.75 billion of revenue for the same period during the prior year. The Company reported a net loss of $756 million in 2011, a net loss of $622 million in 2010, and a net loss of $618 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $13.21 billion in total assets, $12.01 billion in total liabilities, and $1.20 billion in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/rTZiRO About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. * * * As reported by the TCR on April 2, 2012, Fitch Ratings upgraded Level-3 Communications' Issuer Default Rating to 'B' from 'B-' on Oct. 4, 2011, and assigned a Positive Outlook. The rating action followed LVLT's announcement that the company closed on its previously announced agreement to acquire Global Crossing Limited (GLBC) in a tax-free, stock-for-stock transaction. In the July 20, 2012, edition of the TCR, Moody's Investors Service affirmed Level 3 Communications, Inc.'s corporate family and probability of default ratings at B3. The Company's B3 ratings are based on expectations that net synergies from the recently closed acquisition of Global Crossing Ltd. will reduce expenses sufficiently such that Level 3 will be modestly cash flow positive (on a sustained basis) by late 2013. Level 3 carries a 'B-' corporate credit rating from Standard & Poor's Ratings Services. MECHANICAL PIPE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Mechanical Pipe & Supply, LP 3062 Sidco Dr Nashville, TN 37204 Bankruptcy Case No.: 12-10092 Chapter 11 Petition Date: November 1, 2012 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Keith M. Lundin Debtor's Counsel: Elliott Warner Jones, Esq. Warner Jones, Esq. EMERGE LAW, PLC 1600 Division Street, Suite 675 Nashville, TN 37203 Tel: (615) 916-5264 E-mail: elliott@emergelaw.net warner@emergelaw.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/tnmb12-10092.pdf The petition was signed by Philip Cannady, president. METEX MANUFACTURING: Files Second Bankruptcy Over Asbestos ---------------------------------------------------------- Dawn McCarty at Bloomberg News reports that Metex Manufacturing Corp., formerly known as Kentile Floors Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-14554) to cope with asbestos product liability claims. This is Metex's second bankruptcy filing since 1992. According to the report, the company, which manages two industrial facilities in New Jersey, estimated assets and debt of more than $100 million each in Chapter 11 documents filed in U.S. Bankruptcy Court in Manhattan. Metex faces about 6,000 active asbestos claims tied to Kentile, according to court papers. The report relates that planned insurance settlements, including a trust, "will provide the best and fairest opportunity for all asbestos personal injury claimants," Anthony Miceli, president of Great Neck, New York-based Metex, said in court papers. The report notes that Kentile traced its roots to the late 1800s, when it began manufacturing cork tile. Until the mid-1980s, Kentile used asbestos, a type of mineral which can cause lung disease when the fibers are inhaled, in some tiles. The company "experienced severe difficulties" when it could no longer use asbestos, according to court papers. The Bloomberg report discloses that Kentile sought Chapter 11 bankruptcy protection in 1992 while facing about 20,000 asbestos claims. The company changed its name to Metex in 1998, according to court papers. MG FORGE CONSTRUCTION: Meeting to Form Creditors' Panel on Nov. 15 ------------------------------------------------------------------ Roberta A. DeAngelis, the United States Trustee for Region 3, will hold an organizational meeting on Nov. 15, 2012, at 1:30 p.m. in the bankruptcy case of MG Forge Construction, LLC. The meeting will be held at: United States Trustee's Office One Newark Center 1085 Raymond Blvd. 21st Floor, Room 2106 Newark, NJ 07102 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. MG Forge Construction, LLC, filed a Chapter 11 petition (Bankr. D. N.J. Case No. 12-35817) on Oct. 25, 2011 in Newark, New Jersey. Stuart Gold, Esq., at Mandelbaum Salsburg et al., serves as counsel to the Debtor. The Debtor estimated up to $50,000 in assets and up to $50 million in liabilities. MGM RESORTS: Inks Employment Agreement With Chairman & CEO ---------------------------------------------------------- MGM Resorts International entered into an employment agreement with James J. Murren, Chairman of the Board and Chief Executive Officer of the Company. The Employment Agreement provides for a term until Dec. 31, 2016, and a minimum base salary of $2,000,000 per year. The Employment Agreement also provides for a target bonus for each of fiscal years 2013-2016 equal to 200% of Mr. Murren's base salary, up to a maximum bonus of 175% of the target bonus. The Company also entered into technical equity award amendments with Mr. Murren. Pursuant to these Equity Award Amendments and the Employment Agreement, Mr. Murren will be a participant under the Company's COC Policy. The Company also amended and restated its Change of Control Policy for Executive Officers to effect certain technical amendments. The benefits available under the COC Policy have not been modified. The Company also entered into a Memorandum Agreement re: Changes to Severance and Change of Control Policies with each of Daniel J. D'Arrigo, Executive Vice President, Chief Financial Officer and Treasurer; William J. Hornbuckle IV, Chief Marketing Officer; and Corey I. Sanders, Chief Operating Officer. The COC Agreements provide that the Other Participants will be eligible for benefits under the COC Policy, in addition to Mr. Murren. A copy of the Employment Agreement is available for free at: http://is.gd/As9LvT About MGM Resorts MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, Illinois and Macau. The Company reported net income of $3.23 billion in 2011 and a net loss of $1.43 billion in 2010. The Company's balance sheet at Sept. 30, 2012, showed $27.83 billion in total assets, $18.56 billion in total liabilities, and $9.26 billion in total stockholders' equity. Bankruptcy Warning In the Form 10-K for the year ended Dec. 31, 2011, the Company said that any default under the senior credit facility or the indentures governing the Company's other debt could adversely affect its growth, its financial condition, its results of operations and its ability to make payments on its debt, and could force the Company to seek protection under the bankruptcy laws. * * * As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on MGM Resorts International to 'B-' from 'CCC+'. In March 2012, S&P revised the outlook to positive from stable. "The revision of our rating outlook to positive reflects strong performance in 2011 and our expectation that MGM will continue to benefit from the improving performance trends on the Las Vegas Strip," S&P said. In March 2012, Moody's Investors Service affirmed its B2 corporate family rating and probability of default rating. The affirmation of MGM's B2 Corporate Family Rating reflects Moody's view that positive lodging trends in Las Vegas will continue through 2012 which will help improve MGM's leverage and coverage metrics, albeit modestly. Additionally, the company's declaration of a $400 million dividend ($204 million to MGM) from its 51% owned Macau joint venture due to be paid shortly will also improve the company's liquidity profile. The ratings also consider MGM's recent bank amendment that resulted in about 50% of its $3.5 billion senior credit facility being extended one year from 2014 to 2015. As reported by the TCR on Oct. 15, 2012, Fitch Ratings has affirmed MGM Resorts International's (MGM) Issuer Default Rating (IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise) IDR at 'B+'. MONITOR COMPANY: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: Monitor Company Group Limited Partnership aka Monitor Company Group LP aka Monitor Group aka Monitor aka Monitor Company Two Canal Park Cambridge, MA 02141 Bankruptcy Case No.: 12-13042 Affiliates that simultaneously sought Chapter 11 protection: Debtor Case No. ------ -------- Global Business Network LLC 12-13043 Monitor Company Group International Holdings LLC 12-13044 TMC Investors LLC 12-13045 Monitor Company Intl., LLC 12-13047 Monitor Group Government Services, LLC 12-13048 Monitor Group Foreign Government Services, LLC 12-13049 Monitor Company Asia Pacific, LLC 12-13050 Monitor Company Services, LLC 12-13051 Monitor Company Latin America, LLC 12-13052 New Strategic Oxygen, LLC 12-13053 MONITOR GROUP CIS LLC 12-13054 Mast Services LLC 12-13055 Marketspace, LLC 12-13056 Monitor International, Inc. 12-13057 Monitor Federal Government Services LLC 12-13058 Doblin Inc. 12-13059 Monitor Institute, LLC 12-13060 Monitor Group Mexico LLC 12-13061 Market2customer LLC 12-13062 Type of Business: Monitor Company Group LP is a global consulting firm headquartered in Cambridge, Massachusetts. The firm advises for-profit, sovereign, and non- profit clients in growing their businesses and economies and furthering their charitable purposes. Web site: http://www.monitor.com/ Chapter 11 Petition Date: Nov. 7, 2012 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Christopher S. Sontchi Debtors' Counsel: David B. Stratton, Esq. James C. Carignan, Esq. PEPPER HAMILTON LLP Hercules Plaza 1313 Market Street, Suite 5100 Wilmington, DE 19899-1709 Tel: (302) 777-6500 Fax: 302-421-8390 E-mail: strattond@pepperlaw.com carignaj@pepperlaw.com Debtors' Bankruptcy Counsel: ROPES & GRAY LLP Debtors' Financial Advisor: CARL MARKS ADVISORY GROUP LLC Debtors' Claims and Noticing Agent: EPIQ BANKRUPTCY SOLUTIONS, LLC Lead Debtor's Estimated Assets: $100 million to $500 million Lead Debtor's Estimated Debts: $100 million to $500 million The petitions were signed by Bansi Nagji, president. Debtors' Consolidated List of Their 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ RBS CITIZENS, NA Unsecured Notes $4,261,658 870 Westminster Street RWR110 Providence, RI 02903 Tel: (401) 456-7000 Fax: (401) 455-5279 REALTY ASSOCIATES IOWA CORP. Rent $1,599,116 Spaulding & Slye LLC PO Box 202776 Dallas, TX 75320 INTEGREON Trade $1,066,697 2016 Paysphere Circle Chicago, IL 60674 E-mail: info@integreon.com REED HOLDEN Unsecured Note $917,080 648 Lowell Rd Concord, MA 01742 Fax: (978) 405-0050 E-mail: cholden@holdenadvisor.com CAPITAL IQ, INC Trade $247,500 CC: Standard & Poor's 2542 Collection Center Dr. Chicago, IL 60693 Fax: (212) 438-8710 E-mail: client_support@spcapitaliq.com BRYAN CAVE LLP Professional $210,963 PO Box 503089 Services St. Louis, MO 63150-3089 Fax: (313) 259-2020 E-mail: rlnewark@bryancave.com PORTLAND PR LTD Trade $194,730 1 Red Lion Court London EC4A 3EB United Kingdom Fax: (020) 7842-0145 E-mail: info@portland-communications.com GERSON LEHRMAN GROUP Trade $109,000 CAMBRIA CONSULTING Professional $103,500 One Bowdoin Square Services Boston, MA 02114 E-mail: info@cambriaconsulting.com ERNST & Young, LLP Professional $84,900 Services MA ASH GROUP LLC Trade $73,493 VHA Trade $62,233 HRG Trade $54,447 Attn: Accounts Receivable- Corporate 370 King St., West PO Box 32, Suite 700 Toronto, ON Canada M5V 1J9 E-mail: info.na@HRGworldwide.com 140 BW LLC Rent $51,789 CELGENE Trade $50,470 DIXON, WENDY Trade $50,000 PENTAGRAM DESIGN INC Trade $48,336 204 Fifth Avenue New York, NY 10010 Fax: (212) 532-0181 E-mail: info@pentagram.com CITY OF CAMBRIDGE Taxes $48,216 Tax Collector's Office 795 Massachusetts Ave Cambridge, MA 02139 Tel: (617) 349-4343 E-mail: rreardon@cambridgema.gov YOUNGHOON PARK Trade $44,949 Johnson at Cornell University Ithaca, NY 14853-6201 Tel: (607) 255-3217 Fax: (607) 254-4590 E-mail: yp34@cornell.edu SEYFARTH SHAW LLP Professional $44,681 131 South Dearborn Services Suite 2400 Chicago, IL 60603-5577 Fax: (312) 460-7000 E-mail: drowland@seyfarth.com SODEXO Trade $44,116 9801 Washington Blvd. Gaithersburgh, MD 20878 E-mail: businessandindustry.usa@sodexo.com SHIRKY, CLAY Trade $43,500 3 Washington Square Village APT. 15M New York, NY 10012 E-mail: clay.shirk@nyu.edu FEDERAL INSURANCE CO Insurance $43,336 15 Mountain View Road Warren, NJ 07059 Fax: (908)903-2027 E-mail: info@chubb.com KASSUM, JEMAL Trade $43,324 INSIGHT Trade $42,824 P.O. Box 731069 Dallas, Texas 75373-1069 E-mail: CR16@insight.com GOODWIN PROCTER LLP Professional $41,916 Services PFIZER, INC. Trade $37,897 KIMBALL, KRISTI Trade $37,500 FAZIO, FRANCESCO Trade $37,293 355 E. Ohio Apt 2702 Chicago, IL 60611 E-mail: Francesco_Fazeo@monitor.com STERN EXECUTIVE SEARCH Professional $35,000 5317 Shirley Ave. Services Tarzana, CA 91356 E-mail: tom@sternexec.com MORGANS HOTEL: Files Form 10-Q, Incurs $15.9-Mil. Net Loss in Q3 ---------------------------------------------------------------- Morgans Hotel Group Co. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $15.95 million on $44.03 million of total revenues for the three months ended Sept. 30, 2012, compared with a net loss of $25.61 million on $46.68 million of total revenues for the same period a year ago. The Company recorded a net loss of $43.96 million on $135.12 million of total revenues for the nine months ended Sept. 30, 2012, compared with a net loss of $70.29 million on $155.29 million of total revenues for the same period during the prior year. The Company reported a net loss of $87.95 million in 2011, a net loss of $83.64 million in 2010, and a net loss of $101.60 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $577.02 million in total assets, $702.21 million in total liabilities, $6.39 million in redeemable noncontrolling interest and a $131.58 million total deficit. A copy of the Form 10-Q is available for free at: http://is.gd/94Wdxc About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. NEARTOWN STORAGE: Case Summary & 3 Unsecured Creditors ------------------------------------------------------ Debtor: Neartown Storage, L.P. dba Neartown Mini-Storage P.O. Box 7445 Houston, TX 77248-7445 Bankruptcy Case No.: 12-38129 Chapter 11 Petition Date: November 3, 2012 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Barbara Mincey Rogers, Esq. ROGERS & ANDERSON, PLLC 1415 North Loop West, Ste 1020 Houston, TX 77008 Tel: (713) 868-4411 Fax: (713) 868-4413 E-mail: brogers@ralaw.net Scheduled Assets: $2,611,165 Scheduled Liabilities: $2,620,497 A copy of the Company's list of its three unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb12-38129.pdf The petition was signed by Randall D. Klein, Jr., president of general partner. NEOGENIX ONCOLOGY: Equity Committee Taps Deloitte Fin'l as Advisor ------------------------------------------------------------------ The Official Committee of Equity Security Holders in the Neogenix Oncology, Inc. bankruptcy case sought and obtained authorization from the Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland to retain Deloitte Financial Advisory Services, LLP, as financial advisor, nunc pro tunc to Aug. 10, 2012. Deloitte Financial will, among other things: a) assist the Committee in understanding the business and financial impact of various operational, financial, and strategic restructuring alternatives on the Debtor; b) advise the Committee in connection with its negotiations and due diligence efforts with other parties relating to a potential sale; c) assist the Committee in its analysis of the Debtor's financial restructuring process, including its review of the Debtor's development of plans of reorganization and related disclosure statements; d) assist the Committee in its review and analysis of potential contingency plans to reflect the impact of restructuring alternatives on the Debtor; and e) provide advice and recommendations designed to assist the Committee in its analysis regarding the refinement of Debtor's cash management and cash flow forecasting process. Deloitte Financial will be paid at these hourly rates: Partner/Principal/Director $460 Senior Manager $380 Manager $300 Senior Associate $260 Associate and Jr. Staff $220 Administrative $100 Narendra Ganti, a partner at Deloitte Financial, 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 Neogenix Oncology Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11 petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in Greenbelt with a deal to sell the assets to Precision Biologics Inc., absent higher and better offers. Founded in December 2003, Neogenix is a clinical stage, pre- revenue generating, biotechnology company focused on developing therapeutic and diagnostic products for the early detection and treatment of cancer. Neogenix, which has 10 employees, says it its approach and portfolio of three unique monoclonal antibody therapeutics -- mAb -- hold the potential for novel and targeted therapeutics and diagnostics for the treatment of a broad range of tumor malignancies. Thomas J. McKee, Jr., Esq., at Greenberg Traurig, LLP, in McLean, Virginia, serves as counsel. Kurtzman Carson Consultants LLC is the claims and notice agent. The Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. W. Clarkson McDow, Jr., U.S. Trustee for Region 4, appointed seven members to the committee of equity security holders. NEOGENIX ONCOLOGY: Committee Can Hire Sands Anderson as Counsel --------------------------------------------------------------- The Official Committee of Equity Security Holders in the Neogenix Oncology, Inc., bankruptcy case sought and obtained permission from the Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland to retain Sands Anderson PC as legal counsel, effective Aug. 8, 2012. Sands Anderson will, among other things: a. assist, advise, and represent the Committee in its consultations with the Debtor regarding the administration of this case; b. assist, advise, and represent the Committee in evaluating the Debtor's respective assets, liabilities, overall financial condition, and the operation of their financial affairs, including, but not limited to, investigating the extent and validity of liens, and participating in and reviewing any proposed asset sales, asset dispositions, financing arrangements, and cash collateral issues; c. assist, advise, and represent the Committee in any manner relevant to reviewing and determining the Debtor's respective rights and obligations under unexpired leases and executory contracts, and promissory notes; d. assist, advise, and represent the Committee in Debtor's proposed 11 U.S.C. Sec. 363 sale; and e. assist, advise, and represent the Committee in its participation in the negotiation, formulation, and drafting of a plan of liquidation or reorganization. Sands Anderson will be paid at these hourly rates: Roy M. Terry, Jr. $365 William A. Gray $365 Peter M. Pearl $310 John C. Smith $270 Elizabeth L. Gunn $255 Eric C. Howlett $205 Stephanie M. Ryan $135 Shareholders $350-$365 Counsel $270-$330 Associates $195-$255 Legal Assistants/Paralegals $125-$150 Roy M. Terry, Jr., a counsel at Sands Anderson, 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 Neogenix Oncology Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11 petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in Greenbelt with a deal to sell the assets to Precision Biologics Inc., absent higher and better offers. Founded in December 2003, Neogenix is a clinical stage, pre- revenue generating, biotechnology company focused on developing therapeutic and diagnostic products for the early detection and treatment of cancer. Neogenix, which has 10 employees, says it its approach and portfolio of three unique monoclonal antibody therapeutics -- mAb -- hold the potential for novel and targeted therapeutics and diagnostics for the treatment of a broad range of tumor malignancies. Thomas J. McKee, Jr., Esq., at Greenberg Traurig, LLP, in McLean, Virginia, serves as counsel. Kurtzman Carson Consultants LLC is the claims and notice agent. The Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. W. Clarkson McDow, Jr., U.S. Trustee for Region 4, appointed seven members to the committee of equity security holders. NEW ENERGY: Ethanol Producer to Sell Assets in Bankruptcy --------------------------------------------------------- David McLaughlin at Bloomberg News reports that New Energy Corp., the operator of an ethanol plant in South Bend, Indiana, filed for bankruptcy protection (Bankr. N.D. Ind. Case No. 12-33866) with plans to sell its assets. According to the report, New Energy owes $33 million under a loan from the U.S. Energy Department, which "requested" that the company conduct a sale in bankruptcy, New Energy said in papers filed Nov. 9 in U.S. Bankruptcy Court in South Bend. New Energy said it was unable to find a buyer for the ethanol plant before the bankruptcy. The plant can produce annually 100 million gallons of ethanol, which is sold to oil refiners that blend it with gasoline, according to court papers. The Bloomberg report discloses that President Russell Abarr said in an interview on Nov. 6 that the company was idling the facility as a supply glut, tepid demand and high corn prices in the aftermath of the worst U.S. drought since the 1950s cut profit. New Energy estimated assets of as much as $50 million and debts as high as $100 million. NEW GOLD: S&P Rates New $500MM Senior Unsecured Notes 'BB-' ----------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' issue-level rating and '3' recovery rating to New Gold Inc.'s US$500 million senior unsecured notes. "A '3' recovery rating indicates our expectation of meaningful (50%-70%) recovery in a default scenario. We expect the notes will rank equally with all of New Gold's existing and future unsecured and unsubordinated indebtedness," S&P said. "We assume that the proceeds of the notes will be used to advance the company's growth aspirations rather than for any major shareholder-friendly initiatives," S&P said. "At the same time, Standard & Poor's affirmed its ratings on New Gold, including its 'BB-' long-term corporate credit rating. The outlook is stable," S&P said. "The ratings on New Gold reflect what we view of the company's limited operating diversity, exposure to volatile metals prices, and short reserve lives at its gold mines," said Standard & Poor's credit analyst George Economou. "These risks are counterbalanced by what we consider the company's attractive first-quartile cost position, low political risk, and expected double-digit growth rates in gold production," Mr. Economou added. New Gold operates four gold mines in Canada, the U.S., Mexico, and Australia, and holds interests in several development projects in British Columbia and Chile. "The stable outlook reflects our view that New Gold's expanding production profile at declining cash costs should support financial flexibility and credit measure generation in the next 12-18 months. Under our base case assumptions, we expect New Gold to generate fully adjusted debt to EBITDA of about 2x and an FFO to debt of close above 40%, with increasing free cash flow in the second half of 2012 as New Afton growth capital spending subsides," S&P said. "We could lower the rating if unexpected operational disruptions, higher costs, or weaker metals prices compress the company's gold margins while credit measures deteriorate sustainably with an adjusted debt to EBITDA of more than 3.5x and an adjusted FFO to debt below 25%," S&P said. "We could consider a positive rating action if New Gold continues to enhance its operating profile by adding producing assets that optimize cash flow diversity and reserve life, while maintaining its significant financial risk profile," S&P said. NEWPAGE CORP: To Set Rate on $850 Million Loan to Exit Bankruptcy ----------------------------------------------------------------- Carla Main at Bloomberg News reports that NewPage Corp. set the interest rate it will pay on $850 million of loans backing its exit from bankruptcy, according to a person with knowledge of the transaction. According to the report, a $500 million six-year covenant-lite term loan, will pay interest at 6.75 percentage points to 7 percentage points more than the London interbank offered rate, said the person, who asked not to be identified because the information is private. Libor, a rate banks say they can borrow in dollars from each other, will have a 1.25% floor. The report relates that NewPage is proposing to sell the loans at 98 cents on the dollar, the person said, reducing proceeds for the company and increasing the yield to investors. Covenant-lite debt doesn't carry typical lender protection such as financial- maintenance requirements. The company won't be able to refinance the debt during the first year, then can do so at 102 cents on the dollar in the second year and at 101 cents in the third year, according to the person. The report notes Goldman Sachs Group Inc., JPMorgan Chase & Co., Barclays Plc and Wells Fargo & Co. are arranging the term portion and commitments are due Nov. 15, the person said. The Miamisburg, Ohio-based company is also seeking a $350 million five-year asset- based revolving credit line which is being arranged by JPMorgan Chase & Co., according to the person. According to Bloomberg, pricing on the revolver will be initially at 2 percentage points more than Libor, the person said. Lenders will be paid a 37.5 basis-point fee on any unused portions and are being offered fees of 50 basis points for commitments of at least $35 million and 37.5 basis points for lending under $35 million, according to the person. The Bloomberg report discloses that the U.S. Bankruptcy Court in Wilmington, Delaware, approved the disclosure statement explaining NewPage's exit plan and scheduled a confirmation hearing to approve the plan for Dec. 13, NewPage said in a statement. About NewPage Corp Headquartered in Miamisburg, Ohio, NewPage Corporation was the leading producer of printing and specialty papers in North America, based on production capacity, with $3.6 billion in net sales for the year ended Dec. 31, 2010. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. NewPage Group, NewPage Holding, NewPage, and certain of their U.S. subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del. Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011. Its subsidiary, Consolidated Water Power Company, is not a part of the Chapter 11 proceedings. Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage Port Hawkesbury Corp., brought a motion before the Supreme Court of Nova Scotia to commence proceedings to seek creditor protection under the Companies' Creditors Arrangement Act of Canada. NPPH is under the jurisdiction of the Canadian court and the court- appointed Monitor, Ernst & Young in the CCAA Proceedings. Initial orders were issued by the Supreme Court of Nova Scotia on Sept. 9, 2011 commencing the CCAA Proceedings and approving a settlement and transition agreement transferring certain current assets to NewPage against a settlement payment of $25 million and in exchange for being relieved of all liability associated with NPPH. On Sept. 16, 2011, production ceased at NPPH. NewPage originally engaged Dewey & LeBoeuf LLP as general bankruptcy counsel. In May 2012, Dewey dissolved and commenced its own Chapter 11 case. Dewey's restructuring group led by Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M. Abelson, Esq., moved to Proskauer Rose LLP. In June, NewPage sought to hire Proskauer as replacement counsel. NewPage is also represented by Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel. Lazard Freres & Co. LLC is the investment banker, and FTI Consulting Inc. is the financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. In its balance sheet, NewPage disclosed $3.4 billion in assets and $4.2 billion in total liabilities as of June 30, 2011. The Official Committee of Unsecured Creditors selected Paul Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt & Taylor, LLP to act as its Delaware and conflicts counsel. An affiliate, Newpage Wisconsin System Inc., disclosed $509,180,203 in liabilities in its schedules. NORTHCORE TECHNOLOGIES: To Release 3rd Quarter Results Tomorrow --------------------------------------------------------------- Northcore Technologies Inc. announced that it is scheduled to release its financial results for the third quarter of 2012 on Tuesday, November 13 following the close of the markets. About Northcore Technologies Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC BB: NTLNF) -- http://www.northcore.com/-- provides a Working Capital Engine(TM) that helps organizations source, manage, appraise and sell their capital equipment. Northcore offers its software solutions and support services to a growing number of customers in a variety of sectors including financial services, manufacturing, oil and gas and government. Northcore owns 50% of GE Asset Manager, LLC, a joint business venture with GE. Together, the companies work with leading organizations around the world to help them liberate more capital value from their assets. The Company reported a loss and comprehensive loss of C$3.93 million in 2011, compared with a loss and comprehensive loss of C$3.03 million in 2010. The Company's balance sheet at June 30, 2012, showed C$3.49 million in total assets, C$852,000 in total liabilities, and C$2.64 million in shareholders' equity. NTELOS HOLDINGS: S&P Gives 'BB-' Rating on $500-Mil. Term Loans --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' issue-level rating and `4' recovery rating to Waynesboro, Va.-based regional wireless carrier NTELOS Holdings Corp. (NTELOS; BB-/Stable/--) subsidiary NTELOS Inc.'s $150 million term loan A due 2015 and its $350 million term loan B due 2019. Proceeds will refinance the approximately $460 million outstanding on the current term loan which matures in 2015. "At the same time, we withdrew our `BB-' rating on NTELOS Inc.'s $475 million senior secured credit facility due 2019, the earlier- anticipated financing that has been supplanted by the new term loans. The recovery rating of '4' indicates our expectation for average (30% to 50%) recovery of principal in the event of a payment default. The $35 million revolving credit facility will be terminated as part of the refinancing," S&P said. Ratings List NTELOS Holdings Corp. Corporate Credit Rating BB-/Stable/-- Ratings Assigned NTELOS Inc. $150 Mil. Term Loan A Due 2015 BB- Recovery Rating 4 $350 Mil. Term Loan B Due 2019 BB- Recovery Rating 4 Ratings Withdrawn To From NTELOS Inc. $475 Mil. Credit Fac. Due 2019 N.R. BB- Recovery Rating N.R. 4 ODYSSEY DIVERSIFIED: Has Court OK to Hire William Maloney as CRO ---------------------------------------------------------------- Odyssey Diversified VI, LLC, and its affiliates obtained permission from the U.S. Bankruptcy Court to employ William Maloney of Bill Maloney Consulting as chief restructuring officer, nunc pro tunc to the Petition Date. Mr. Maloney, will among other things, review the Debtors' status and provide recommendations as to the restructuring strategy and assist the Debtors and negotiations with creditors. Odyssey Diversified VI, LLC, Odyssey Diversified VII, LLC, and Odyssey Diversified IX, LLC, sought Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 12-12323 to 12-12325) on Aug. 10, 2012, in Tampa, Florida. Edward J. Peterson. Esq., at Tampa, Florida, serves as counsel to the Debtors. Diversified VI disclosed $549 in total assets and $24,884,004 in total liabilities in its schedules of assets and liabilities. ODYSSEY DIVERSIFIED: Has Nod to Hire Stichter Riedel as Counsel --------------------------------------------------------------- Odyssey Diversified VI, LLC and its affiliates obtained authorization from the U.S. Bankruptcy Court to employ Stichter, Riedel, Blain & Prosser, P.A, as counsel, nunc pro tunc to the Petition Date. Odyssey Diversified VI, LLC, Odyssey Diversified VII, LLC, and Odyssey Diversified IX, LLC, sought Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 12-12323 to 12-12325) on Aug. 10, 2012, in Tampa, Florida. Edward J. Peterson. Esq., at Tampa, Florida, serves as counsel to the Debtors. Diversified VI disclosed $549 in total assets and $24,884,004 in total liabilities in its schedules of assets and liabilities. OMTRON USA: Files for Bankruptcy Protection in Delaware ------------------------------------------------------- Omtron USA, which bought poultry producer Townsends Inc. out of bankruptcy last year, has filed for bankruptcy protection (Bankr. D. Del. Case No. 12-13076). Dawn McCarty at Bloomberg News reports that Siler City, North Carolina-based company estimated assets and debt of $10 million to $50 million each in Chapter 11 documents filed Nov. 9 in U.S. Bankruptcy Court in Wilmington, Delaware. Omtron joins Zacky Farms LLC, a Fresno, California-based poultry producer, that filed for bankruptcy in October with plans to sell itself to pay creditors owed as much as $100 million. The closely held company blamed the filing on heavy debt and soaring feed costs in papers filed in U.S. Bankruptcy Court in Sacramento, California. The report relates the North Carolina operations of Townsends were closed in 2011 by Omtron Ltd., which bought the processing plants, feed mills and hatcheries for about $24.9 million when Townsends was in bankruptcy. The Bloomberg report discloses that Townsends Inc., a family-owned chicken and egg producer based in Georgetown, Delaware, filed for Chapter 11 bankruptcy on Dec. 19, 2010, listing about $131 million in assets and about $127 million in debt as of Dec. 5. In February 2011, Townsends won court approval to sell virtually all of its assets to Peco Foods Inc. and Omtron Ltd. for about $76.4 million. Peco, based in Tuscaloosa, Alabama, bought Townsends' Arkansas operations for about $51.4 million. ONCOVISTA INNOVATIVE: Incurs $369,000 Third Quarter Net Loss ------------------------------------------------------------ Oncovista Innovative Therapies, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $368,999 on $0 of revenue for the three months ended Sept. 30, 2012, compared with a net loss of $278,197 on $0 of revenue for the same period during the prior year. The Company reported a net loss of $1.27 million on $0 of revenue for the nine months ended Sept. 30, 2012, compared with a net loss of $1.59 million on $0 of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2012, showed $884,660 in total assets, $2.23 million in total liabilities, all current, and a $1.34 million total deficit. A copy of the Form 10-Q is available for free at: http://is.gd/6L6rEs OncoVista Innovative is a biopharmaceutical company developing targeted anticancer therapies by utilizing tumor-associated biomarkers. The Company's product pipeline is comprised of advanced (Phase I/II) and early (Phase I) clinical-stage compounds, late preclinical drug candidates and early preclinical leads. In its report on OncoVista's financial statements for the year ended Dec. 31, 2011, GHP Horwath, P.C., in Denver, Colo., said that Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about the Company's ability to continue as a going concern. PATHEON INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Research Triangle Park, N.C.-based pharmaceutical contract manufacturer Patheon Inc. following the company's announcement that it will issue new debt to fund an acquisition and to repay existing debt. The rating outlook remains negative. "At the same time, we assigned the company's proposed new senior secured credit facilities (consisting of a $565 million term loan B and $85 million revolver) our 'B+' issue-level rating with a recovery rating of '4', indicating our expectation for average (30% to 50%) recovery in the event of a payment default," S&P said. "We continue to view the company's financial risk profile as 'aggressive,' despite the increase in debt. While we measure pro forma leverage at 5.4x, pro forma for the acquisition debt and inclusion of EBITDA from Banner, but excluding pro forma cost savings or acquisition synergies, we expect that leverage will decline to the low-4x range by the end of fiscal-year 2013. Free cash flow is expected to be positive. We continue to view the business profile as 'weak,' which reflects the company's inconsistent but improving operating performance in the competitive and highly fragmented pharmaceutical contract manufacturing business, as well as the company's need to integrate Banner's operations following the acquisition," S&P said. "While the Banner acquisition adds some scale, we do not believe that the improvement in scale alone warrants a stronger business risk score," said Standard & Poor's credit analyst Shannan Murphy. "Patheon's new management has been successful in rationalizing capacity and signing new business, and in leveraging revenue growth into gross margin improvement. While these improvements have allowed Patheon to generate modest positive free cash flow in the second half of 2012, we still expect full-year discretionary cash flow to be negative due to heavy consulting spending in the first half of the year. Pro forma the acquisition and debt refinancing, adjusted leverage is about 5.4x, inconsistent with our assessment of an aggressive financial risk profile. However, we expect Patheon to reduce leverage to the low-4x level over the next year and to generate funds from operations to total debt in the low double digits in fiscal-year 2013 and modestly positive free cash flow after about $55 million in expected capital spending. This expectation reflects our belief that the company will generate mid-single-digit pro forma revenue growth in fiscal- year 2013, and that EBITDA margins will expand about 250 basis points next year, resulting in 2013 EBITDA of more than $140 million. This largely reflects the full-year impact of the operational improvements realized in the second half of fiscal- year 2012," S&P said. PATRIOT COAL: Tannor Partners, Sierra Buy Claims ------------------------------------------------ These notices of transfers of claims were made Thursday in the Chapter 11 cases of Patriot Coal Corporation, et al., to wit: A. Debtor Eastern Associated Coal, LLC Transferee Tannor Partners Credit Fund, LP Transferor PGS & Associates LLC Amount of Claim $11,874.00 Claim # Not Disclosed Transfer Date Oct. 25, 2012 Docket Entry 1527 (11/08/12) B. Debtor Remington, LLC Transferee Sierra Liquidity Fund, LLC Transferor Johnson Industries, Inc. Amount of Claim $17,590.97 Claim # Not Disclosed Transfer Date Oct. 8, 2012 Docket Entry 1532 (11/08/12) C. Debtor Remington, LLC Transferee Sierra Liquidity Fund, LLC Transferor Johnson Industries, Inc. Amount of Claim $21,147.86 Claim # Not Disclosed Transfer Date Oct. 8, 2012 Docket Entry 1533 (11/08/12) D. Debtor Remington, LLC Transferee Sierra Liquidity Fund, LLC Transferor Johnson Industries, Inc. Amount of Claim $21,151.94 Claim # 400 Transfer Date Oct. 8, 2012 Docket Entry 1534 (11/08/12) E. Black Stallion Coal Company LLC Transferee Tannor Partners Credit Fund, LP Transferor Irwin Mine & Tunneling Supply Amount of Claim $235 Claim # Not disclosed Transfer Date Sept. 27, 2012 Docket Entry 1538 (11/08/12) About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The case has been assigned to Judge Shelley C. Chapman. The U.S. Trustee appointed a seven-member creditors committee. PICHONLINE: Eatery Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------- James Mulcahy at Zagat.com reports Terrance Brennan's Picholine has filed for Chapter 11 protection. The fine-dining restaurant recently remodeled, and apparently needs funding to pay its landlord and vendors. The report relates court documents say the eatery owes over $100,000. PITT PENN: Wants to Hire Holtz Rubenstein as Accountant ------------------------------------------------------- Pitt Penn Holding Co., Inc., et al., seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Holtz Rubenstein Reminick LLP as accountant, nunc pro tunc to Aug. 10, 2012. Holtz Rubenstein will, among other things, prepare certain federal and state income tax returns and prepare audited financial statements. Holtz Rubenstein will be paid at these hourly rates: Partners Audit, Tax and Consulting $450-$500 Directors Audit $450 Tax Consulting $490 Senior Managers Audit $320-$375 Tax $400-$450 Consulting $350-$450 Managers Audit $240-$290 Tax $235-$300 Consulting $230-$335 Seniors Audit $160-$250 Tax $160-$275 Consulting $160-$230 Semi-Seniors Audit $150 Tax $150 Entry $140 Para $170-$225 Support $140-$300 Andrew J. Vuono, an accountant at Holtz Rubenstein, 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 Industrial Enterprises Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11475 and 09-11476) on April 30, 2009. Industrial Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. EMC Packaging, Inc., filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide Industries, LLC, and Today's Way Manufacturing LLC, each filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009. PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of IEAM. The cases are jointly administered under Case No. 09-11475. Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Del., represents the Debtors as counsel. In its petition, Industrial Enterprises disclosed total assets of $50,476,697 and total debts of $17,853,997. Industrial Enterprises originally operated as a holding company with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's Way. PPH, through its wholly owned subsidiary, PPO, was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydrofluorocarbon gases R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide. PREMIUM INVESTMENT: Updated Case Summary & Creditors' Lists ----------------------------------------------------------- Lead Debtor: Premium Investment Properties, LLC 2325 Atlanta Hwy. Cumming, GA 30040 Bankruptcy Case No.: 12-23737 Chapter 11 Petition Date: October 30, 2012 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Debtors' Counsel: Brian C. Near, Esq. THE NEAR LAW FIRM 3690 Holcomb Bridge Rd., Suite B Norcross, GA 30092 Tel: (770) 242-0850 Fax: (404) 521-4167 E-mail: nearlawfirm@hotmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 Affiliates that simultaneously filed separate Chapter 11 petitions: Debtor Case No. ------ -------- Dave's World, Inc. 12-23738 Assets: not indicated Debts: $1,000,001 to $10,000,000 Dave's World Hwy 9, LLC 12-23740 Assets: not indicated Debts: $1,000,001 to $10,000,000 The petitions were signed by Rajeshwar D. Sharma, president and managing member. A. A copy of Premium Investment's list of its eight unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb12-23737.pdf B. A copy of Dave's World's list of its three unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb12-23738.pdf C. A copy of Dave's World Hwy 9's list of its three unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb12-23740.pdf PRESSURE BIOSCIENCES: Cole-Parmer to Distribute PBI Shredder SG3 ---------------------------------------------------------------- Pressure BioSciences, Inc., and Cole-Parmer have signed a Supplier Agreement, under which Cole-Parmer will distribute the PBI Shredder SG3 System and processing tubes on a non-exclusive basis. Cole-Parmer sent out a press release announcing the introduction of the PBI Shredder SG3 System for sample preparation and analytical testing. The press release is as follows: Achieve better sample integrity and longer DNA with the new PBI Shredder SG3 from Cole-Parmer. Ideal for the extraction of DNA, RNA, protein, mitochondria, and small molecules, the device creates a closed system in which to safely prepare samples. It is also portable for easy and efficient field collection. Its closed system operates by using pressure, which forces the sample against the lysis plate in the tubes for low-shear cell disruption. The resulting samples exceed the yields of those derived from traditional labor-intensive methods such as manual mortar and pestle preparation. The samples also offer better integrity than bead beating methods. Higher reproducibility and lower cost in sample preparation make this efficient new device a standout option for research labs, forensics, cryogenics, medical diagnostics, and more. It also offers full chain-of-custody tracking from collection to testing. The PBI Shredder SG3 System is easy to use and compatible with lab buffers and reagents already present on most labs. Its heavy-duty driver features long-lasting rechargeable lithium batteries for uninterrupted operation. A three-position setting level enables users to create a standard for reproducible results among various operators. Unique polypropylene shredder tubes create a closed system for sample collection, preparation, storage, and transporting. This design prevents sample cross-contamination and ensures safety in processing hazardous materials. Tubes are also available with a metal lysis disk for harder sampler processing, such as seeds or ticks. For more information on the PBI Shredder SG3 System for sample prep and analytical testing, call 800-323-4340 or visit ColeParmer.com/19523. Cole-Parmer has been a leading global source of laboratory and industrial fluid handling products, instrumentation, equipment, and supplies since 1955. The Company's product lines, including popular brand names such as Masterflex, Oakton, and more, are sold through company-owned customer channel outlets and a strong network of international dealers. The Company also features an ISO-17025-accredited metrology lab for instrument calibration and repair. Cole-Parmer responds with excellence to customer needs, and offers application expertise and technical support. For more information, contact Cole-Parmer, 625 East Bunker Court, Vernon Hills, IL 60061. In the US, call 800-323-4340. International customers, call 847-549-7600. Visit the Company at www.coleparmer.com About Pressure Biosciences Pressure BioSciences, Inc., headquartered in South Easton, Massachusetts, holds 14 United States and 10 foreign patents covering multiple applications of pressure cycling technology in the life sciences field. As reported in the TCR on March 2, 2012, Marcum LLP, in Boston, Massachusetts, expressed substantial doubt about Pressure Biosciences' 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 had recurring net losses and continues to experience negative cash flows from operations. The Company's balance sheet at June 30, 2012, showed $1.79 million in total assets, $2.60 million in total liabilities and a $811,955 total stockholders' deficit. PROSPECT MEDICAL: S&P Revises Ratings Outlook on 'B' CCR to Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its rating outlook on Los Angeles, Calif.-based Prospect Medical Holdings Inc. to stable from positive. "We also affirmed the 'B' corporate credit rating," S&P said. "The issue-level rating on the senior secured notes is 'B-' (one notch below the corporate credit rating), with a recovery rating of '5', indicating our expectation for modest (10% to 30%) recovery in the event of payment default," S&P said. "The ratings on Prospect Medical Holdings Inc. reflect the company's 'vulnerable' business risk profile (based on our criteria). The company has a relatively undiversified business portfolio, a concentration of risk in a small number of hospitals, and a significant exposure to third-party reimbursement risk," S&P said. "We consider the financial risk profile as 'aggressive,' reflecting our expectation for pro forma leverage of about 4.5x and that it will remain above 4x through 2013," said Standard & Poor's credit analyst David Peknay. "This measure incorporates the inherent risks associated with the company's reliance on the various provider tax and disproportionate share payment programs that could have a large impact on Prospect's financial risk profile. Prospect owns and operates seven hospitals, five of which are in southern California, and a medical group business," S&P said. "The ratings reflect our expectation of an estimated 20% increase in revenue in fiscal-year 2012. This estimate includes a partial year of the Nix Health Care System operations (acquisition closed Feb. 1, 2012), an adjustment for an accounting change for the provision for bad debts, our expectation for Medicare and Medicaid disproportionate share payments, gross receipts from the provider fee program in California, and receipts from the new program replacing the Upper Payment Limit Program in Texas. We expect Prospect to recognize a significant amount of revenue from these sources in the fourth quarter of fiscal-year 2012. We expect these events to be the major catalysts driving EBITDA up to about $100 million for 2012, compared with $60 million in 2011. We expect the resultant leverage of about 3x and about $10 million to $15 million of free cash flow after capital expenditures," S&P said. "For 2013, we expect total revenue to increase about 8%. This measure includes the impact of a full year of the operations of Nix. We expect some improvement in patient volume as a result of operational improvements and new service offerings at the Brotman facility, coupled with minimal rate increases to support a 3% to 4% organic growth rate of its hospital business. With the Nix acquisition completed, we do not expect Prospect to make any additional acquisitions in the next year, but believe the company will focus on integrating Nix and on further improving the financial performance of Brotman Medical Center. We expect Prospect's EBITDA margin will be about 15% in 2013, about the same level as what we expect for 2012. We expect the new debt issued in the first fiscal quarter of 2013 to cause leverage to increase to about 4.5x," S&P said. PROVIDENT COMMUNITY: Incurs $12,000 Net Loss in Third Quarter ------------------------------------------------------------- Provident Community Bancshares, Inc., recorded a net loss to common shareholders of $12,000 on $1.89 million of net interest income for the three months ended Sept. 30, 2012, compared with a net loss to common shareholders of $121,000 on $2.17 million of net interest income for the same period during the prior year. Provident incurred a net loss to common shareholders of $189,000 on $5.65 million of net interest income for the nine months ended Sept. 30, 2012, compared with a net loss to common shareholders of $237,000 on $6.46 million of net interest income for the same period during the prior year. The Company's balance sheet at Sept. 30, 2012, showed $354.44 million in total assets, $341.52 million in total liabilities and $12.92 million in shareholders' equity. Dwight V. Neese, president and CEO, said, "During the third quarter, our financial performance improved but was still affected by the continued decline in real estate values in the markets we serve. Our results reflect the positive outcome of proactive measures that were taken earlier to deal with uncertain market conditions. As a result, our increased capital levels, higher underwriting standards and profitable core banking operation all contributed to an improved quarter. We continue to take a very conservative approach on all aspects of managing our loan portfolio, especially collateral valuations. We also believe that we have aggressively identified and dealt with our problem loans and believe that the steps that we have taken will enable us to better manage our loan portfolio. We believe that our actions are appropriate in the face of the current economic environment." A copy of the press release is available for free at: http://is.gd/aqpHc2 About Provident Community Rock Hill, South Carolina-based Provident Community Bancshares, Inc., is the bank holding company for Provident Community Bank, N.A. Provident Community Bancshares has no material assets or liabilities other than its investment in the Bank. Provident Community Bancshares' business activity primarily consists of directing the activities of the Bank. The Bank's operations are conducted through its main office in Rock Hill, South Carolina and seven full-service banking centers, all of which are located in the upstate area of South Carolina. The Bank is regulated by the Office of the Comptroller of the Currency, is a member of the Federal Home Loan Bank of Atlanta and its deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation. Provident Community Bancshares is subject to regulation by the Federal Reserve Board. The Company reported a net loss of $190,000 on net interest income of $8.5 million for 2011, compared with a net loss of $13.8 million on net interest income of $8.4 million for 2010. Total non-interest income was $3.3 million for 2011, as compared to $3.5 million for 2010. Consent Order On Dec. 21, 2010, Provident Community Bank, N.A. entered into a stipulation and consent to the issuance of a consent order with the Office of the Comptroller of the Currency. At Dec. 31, 2011, the Bank met each of the capital requirements required by regulations, but was not in compliance with the capital requirements imposed by the OCC in its Consent order. The Bank is required by the consent order to maintain Tier 1 capital at least equal to 8% of adjusted total assets and total capital of at least 12% of risk-weighted assets. However, so long as the Bank is subject to the enforcement action executed with the OCC on Dec. 21, 2010, it will not be deemed to be well-capitalized even if it maintains the minimum capital ratios to be well- capitalized. At Dec. 31, 2011, the Bank did not meet the higher capital requirements required by the consent order and is evaluating alternatives to increase capital. QUALITY DISTRIBUTION: Reports $8.8-Mil. Third Quarter Profit ------------------------------------------------------------ Quality Distribution, Inc., reported net income of $8.86 million on $222.07 million of total operating revenues for the three months ended Sept. 30, 2012, compared with net income of $6.18 million on $199.29 million of total operating revenues for the same period a year ago. The Company recorded net income of $44.36 million on $626.72 million of total operating revenues for the nine months ended Sept. 30, 2012, compared with net income of $17.95 million on $567.20 million of total operating revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2012, showed $513.05 million in total assets, $532.79 million in total liabilities and a $19.74 million total shareholders' deficit. "Our third quarter proved to be a real challenge, with the highly unusual circumstance whereby all three of our segments reported lower than expected results. Based on what we see today, especially with the impact of Hurricane Sandy in the Northeast, our fourth quarter will be equally challenging," said Gary Enzor, chief executive officer. "Despite these issues, we anticipate improved year-over-year performance in all of our segments in 2013. Given that we now have an excellent footprint in the energy space, our plans over the near-term are to optimize our existing and recently acquired operations, as well as generate free cash flow to reduce debt." A copy of the press release is available for free at: http://is.gd/kwgPC6 About Quality Distribution Quality Distribution, LLC, and its parent holding company, Quality Distribution, Inc., are headquartered in Tampa, Florida. The company is a transporter of bulk liquid and dry bulk chemicals. The company's 2010 revenues are approximately $686 million. Apollo Management, L.P., owns roughly 30% of the common stock of Quality Distribution, Inc. The Company reported net income of $23.43 million in 2011, compared with a net loss of $7.40 million in 2010. Bankruptcy Warning In its Form 10-K for 2011, the Company noted that it had consolidated indebtedness and capital lease obligations, including current maturities, of $307.1 million as of Dec. 31, 2011. The Company must make regular payments under the New ABL Facility and its capital leases and semi-annual interest payments under its 2018 Notes. The New ABL Facility matures August 2016. However, the maturity date of the New ABL Facility may be accelerated if the Company defaults on its obligations. If the maturity of the New ABL Facility or such other debt is accelerated, the Company does not believe that it will have sufficient cash on hand to repay the New ABL Facility or such other debt or, unless conditions in the credit markets improve significantly, that the Company will be able to refinance the New ABL Facility or such other debt on acceptable terms, or at all. The failure to repay or refinance the New ABL Facility or such other debt at maturity will have a material adverse effect on the Company's business and financial condition, would cause substantial liquidity problems and may result in the bankruptcy of the Company or its subsidiaries. Any actual or potential bankruptcy or liquidity crisis may materially harm the Company's relationships with its customers, suppliers and independent affiliates. RESIDENTIAL CAPITAL: GMAC Mortgage Sued by Mortgage Trustee ----------------------------------------------------------- Steven Church at Bloomberg News reports that GMAC Mortgage LLC, an affiliate of bankrupt Residential Capital LLC, withheld monthly loan payments due to investors and charged excessive rates for insurance, a trustee for mortgage holders claimed in a lawsuit. According to the report, in a suit filed in U.S. Bankruptcy Court in Manhattan, American Residential Equities LLC accused GMAC of failing to properly service pools of mortgage loans bought by investors and of driving up the price of insurance on mortgaged properties in order to collect "kickbacks." "GMAC has unjustly enriched itself at the expense of ARE, and should be required to disgorge those wrongful gains," American Residential said in its complaint. The report notes that Susan Fitzpatrick, ResCap's communications director, declined to comment, saying the company hadn't yet seen the lawsuit. American Residential is the trustee for investors who bought pools of non-performing mortgages and hired GMAC to service the loans, including trying to collect monthly payments from borrowers and foreclosing when necessary. The Bloomberg report discloses that American Residential claimed that GMAC conspired with Balboa Insurance Co. to charge excessive rates for so-called forced-place insurance, which is placed on properties when a borrower fails to pay insurance. In return for placing the insurance with Balboa, GMAC received a kickback, according to the complaint. Deanna Lewis, a spokeswoman for Balboa, said the company couldn't immediately comment because it hadn't seen the lawsuit. American Residential is seeking an unspecified amount of damages. 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. Nationstar was to make the first bid for the mortgage-servicing business, while Berkshire Hathaway Inc. would serve as stalking- horse bidder for the remaining portfolio of mortgages. ResCap sold its assets at auctions that started Oct. 23. The partnership of Ocwen Financial Corp. and Walter Investment Management Corp. won the auction for the mortgage-servicing and origination assets. Their $3 billion offer defeated the last bid of $2.91 billion from Fortress Investment Group's Nationstar Mortgage Holdings Inc. Nationstar was the stalking horse bidder. The $1.5 billion offer from Warren Buffett's Berkshire Hathaway Inc. was declared the winning bid for a portfolio of loans at the auction on Oct. 25. The hearing to approve the sales is set for Nov. 19. 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). RMFC LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: RMFC, LLC 265 Parkside Drive Suite 200 Colorado Springs, CO 80910 Bankruptcy Case No.: 12-32441 Chapter 11 Petition Date: October 30, 2012 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Elizabeth E. Brown Debtor's Counsel: Lee M. Kutner, Esq. KUTNER MILLER BRINEN, P.C. 303 E. 17th Ave., Suite 500 Denver, CO 80203 Tel: (303) 832-2400 E-mail: lmk@kutnerlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cob12-32441.pdf The petition was signed by Paul C. Magarelli, manager. ROCHA DAIRY: Has Court's Nod to Hire Cooper Norman as Accountant ---------------------------------------------------------------- Rocha Dairy, LLC, sought and obtained permission from the U.S. Bankruptcy Case for the District of Idaho to employ Scott E. Plew, CPA, CVA, and his associates of the accounting firm of Cooper Norman as accountants. The Debtors previously filed an application to employ Daniel S. Deagle, CPA, of the accounting firm of Deagle and Ames Co., which application was granted and a court order authorizing his employment was entered on Sept. 1, 2011. Because of the nature of their business and operations, and current circumstances, the Debtors then sought to employ Scott E. Plew, CPA, CVA, and his associates of the accounting firm of Cooper Norman, as their accountants. Cooper Norman will, among other things: (a) establish a compatible bookkeeping system which complies with the order of the Court in relationship to accounting procedures; (b) prepare and file the Debtors' income tax returns for current and previous years, and prepare any returns required to be filed during the pendency of this Chapter 11 bankruptcy; and (c) perform other accounting services necessary or required by the Debtors in the operation of its business to ensure compliance with the operating guidelines established for a Chapter 11 bankruptcy. Cooper Norman will be paid an hourly rate of $200 per hour for accounting services and tax preparation, and $75 per hour for bookkeeping, data entry and payroll services, plus out-of-pocket expenses such as telephone toll charges, mileage, and other necessary expenses related thereto. Cooper Norman is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Rocha Dairy Based in Wendell, Idaho, Rocha Dairy LLC, aka Rocha Farms, filed for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No. 11- 40836) on May 25, 2011. Judge Jim D. Pappas presides over the case. Lawyers at Robinson, Anthon & Tribe serve as bankruptcy counsel to the Debtor. In its petition, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in debts. SINCLAIR BROADCAST: Files Form 10-Q, Posts $26.3MM Income in Q3 --------------------------------------------------------------- Sinclair Broadcast Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $26.35 million on $260.48 million of total revenues for the three months ended Sept. 30, 2012, compared with net income of $19.33 million on $181.04 million of total revenues for the same period a year ago. The Company reported net income of $85.55 million on $736.81 million of total revenues for the nine months ended Sept. 30, 2012, compared with net income of $52.93 million on $552.51 million of total revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2012, showed $2.24 billion in total assets, $2.29 billion in total liabilities, and a $52.38 million total deficit. A copy of the Form 10-Q is available for free at: http://is.gd/jY5w0D About Sinclair Broadcast Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and most diversified television broadcasting companies, currently owns and operates, programs or provides sales services to 58 television stations in 35 markets. The Company's television group reaches roughly 22% of U.S. television households and includes FOX, ABC, CBS, NBC, MNT, and CW affiliates. The Company said in the Form 10-Q for the quarter ended March 31, 2012, that any insolvency or bankruptcy proceeding relating to Cunningham, one of its LMA partners, would cause a default and potential acceleration under a Bank Credit Agreement and could, potentially, result in Cunningham's rejection of the Company's seven LMAs with Cunningham, which would negatively affect the Company's financial condition and results of operations. * * * As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on Hunt Valley, Md.- based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from 'B+'. The rating outlook is stable. "The 'BB-' rating on Sinclair reflects S&P's expectation that the company could keep its lease-adjusted debt to EBITDA below historical levels throughout the election cycle, absent a reversal of economic growth, meaningful debt-financed acquisitions, or significant shareholder-favoring measures," explained Standard & Poor's credit analyst Deborah Kinzer. In September 2010, Moody's raised its ratings for Sinclair Broadcast and subsidiary Sinclair Television Group, Inc., including the Corporate Family Rating and Probability-of-Default Rating, each to Ba3 from B1, and the ratings for individual debt instruments. Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed $250 million issuance of Senior Unsecured Notes due 2018 by STG. The Speculative Grade Liquidity Rating remains unchanged at SGL-2. The rating outlook is now stable. SOLYNDRA LLC: Plan of Reorganization Substantially Consummated -------------------------------------------------------------- Carla Main at Bloomberg News reports that Solyndra LLC gave formal notice that its reorganization plan was confirmed and substantially consummated. The amended joint Chapter 11 plan became effective Nov. 7, according to a court filing that fixed Jan. 13 as the professional fee bar date and Dec. 7 as the bar for administrative claims. According to the report, the Internal Revenue Service failed to stop Solyndra from implementing the Chapter 11 plan that the bankruptcy court approved in an Oct. 22 confirmation order. A U.S. district judge in Delaware Nov. 5 refused to enjoin consummation of the plan while the IRS appeals confirmation. The IRS contended the plan never should have been confirmed because the "principal purpose is tax avoidance." The appeal is U.S. v. Solyndra LLC (In re Solyndra LLC), 12-01380, U.S. District Court, District of Delaware (Wilmington). About Solyndra LLC Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar photovoltaic solar power systems specifically designed for large commercial and industrial rooftops and for certain shaded agriculture applications. The Company had 968 full time employees and 211 temporary employees. Solyndra has sold more than 500,000 of its panels since 2008 and generated cumulative sales of over $250 million. Fremont, California-based Solyndra and affiliate 360 Degree Solar Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at least the third solar company to seek court protection from creditors since August 2011. Judge Mary F. Walrath presides over the Debtors' cases. The Debtors are represented by Pachulski Stang Ziehl & Jones LLP as legal adviser. AlixPartners LLP serves as noticing claims and balloting agent. Imperial Capital LLC serves as the company's investment banker and financial adviser. The Debtors also tapped former Massachusetts Governor William F. Weld, now with the law firm McDermott Will & Emery, to represent the company in government investigations and related litigation. BDO Consulting, a division of BDO USA, LLP, as financial advisor and BDO Capital Advisors, LLC, serves as investment banker for the creditors' panel. The Official Committee of Unsecured Creditors of Solyndra LLC has tapped Blank Rome LLP as counsel and BDO Consulting as financial advisors. In October 2011, the Debtors hired Berkeley Research Group, LLC, and designated R. Todd Neilson as Chief Restructuring Officer. Solyndra owed secured lenders $783.8 million, including $527.8 million to the U.S. government pursuant to a federal loan guarantee, and held assets valued at $859 million as of the Petition date. The U.S. Federal Financing Bank, owned by the U.S. Treasury Department, is the Company's biggest lender. When they filed for Chapter 11, the Debtors pursued a two-pronged strategy to effectuate either a sale of their business to a "turnkey" buyer who may acquire substantially all of Solyndra's assets or, if the Debtors were unable to identify any potential buyers, an orderly liquidation of the assets for the benefit of their creditors. Solyndra did not receive acceptable offers to buy the business as a going concern. Two auctions late last year brought in a total of $8 million. A three-day auction in February generated another $3.8 million. An auction in June generated $1.79 million from the sale of 7,200 lots of equipment. Solyndra filed a liquidating plan at the end of July and scheduled a hearing on Sept. 7 for approval of the explanatory disclosure statement. The Plan is designed to pay 2.5% to 6% to unsecured creditors with claims totaling as much as $120 million. Unsecured creditors with $27 million in claims against the holding company are projected to have a 3% dividend. SOMERSVILLE PROFESSIONAL: Case Summary & 5 Unsecured Creditors -------------------------------------------------------------- Debtor: Somersville Professional Plaza, LLC 2400 Sycamore Dr., #39 Antioch, CA 94509 Bankruptcy Case No.: 12-48822 Chapter 11 Petition Date: October 30, 2012 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Roger L. Efremsky Debtor's Counsel: Mark A. McLaughlin, Esq. LAW OFFICES OF MCLAUGHLIN AND WILDMAN 3012 Lone Tree Way #300 Antioch, CA 94509 Tel: (925) 754-2622 E-mail: nmclaug226@sbcglobal.net Scheduled Assets: $1,112,050 Scheduled Liabilities: $2,384,910 A copy of the Company's list of its five unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb12-48822.pdf The petition was signed by Peter C. Pappas, president. SPRINT NEXTEL: S&P Assigns 'B+' Rating on Senior Notes Due 2022 --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' issue-level rating and '3' recovery rating to Overland Park, Kan.-based wireless carrier Sprint Nextel Corp.'s proposed senior notes due 2022 (undetermined amount). "We have placed the proposed notes on CreditWatch with positive implications. The '3' recovery rating indicates expectations for meaningful (50% to 70%) recovery in the event of payment default. We expect the company to use net proceeds to repay upcoming maturities, primarily at the Nextel Communications Inc. subsidiary," S&P said. "The ratings on Sprint Nextel, including the 'B+' corporate credit rating, remain on CreditWatch where they were placed with positive implications on Oct. 15, 2012. Sprint Nextel has agreed to sell a 70% stake in itself to Japan-based SoftBank Corp. for about $20 billion and the companies expect the transaction to close in the second quarter of 2013. We will resolve the CreditWatch listing at that point, though we would expect to provide more clarity on the ultimate ratings outcome as the companies make available more information on financial policy and strategic direction," S&P said. "The ultimate corporate credit rating on Sprint Nextel will depend on several factors, including our assessment of its stand-alone credit profile under SoftBank ownership, our view of the strategic relationship between Sprint Nextel and SoftBank, and the corporate credit rating of SoftBank, which is also on CreditWatch (BBB/Watch Neg/--)," S&P said. "We don't expect to revise our assessment of Sprint Nextel's business risk, which we currently view as 'fair,' because the transaction is unlikely to offer any meaningful synergies since the two companies operate in different geographic markets, nor will it alter the competitive dynamics of the U.S. wireless market, which is currently dominated by the larger and more profitable AT&T and Verizon Wireless. The business benefits of the transaction would likely only occur over time, in terms of cost savings on handsets and network equipment, and as a result of greater financial flexibility allowing consistently higher investment in the business," S&P said. "Still, we believe Sprint Nextel's financial risk profile, which we view as 'highly leveraged,' would benefit from an $8 billion cash infusion from SoftBank, which could be used to help fund its network upgrade and accelerate its rollout of fourth generation (4G) services under the Long Term Evolution (LTE) standard, make acquisitions, as well as potentially deleverage its balance sheet. Without the Softbank infusion, our base-case scenario incorporated the expectation that Sprint Nextel would need to raise at least $4.5 billion through 2015 to fund free operating cash flow deficits and to refinance upcoming maturities. The Softbank transaction potentially alleviates this funding need," S&P said. "An important factor in our analysis would be the degree of extraordinary financial support we would expect from the higher- rated SoftBank in a stress scenario at Sprint Nextel. While we do not expect to equalize the ratings of the two companies, we could impute some degree of extraordinary support, which could lead to a higher rating on Sprint Nextel than it would receive on a stand- alone basis," S&P said. Ratings List Sprint Nextel Corp Corporate Credit Rating B+/Watch Pos New Rating Sprint Nextel Corp. Proposed Senior Notes Due 2022 B+/Watch Pos Recovery Rating 3 SPIRIT REALTY: Incurs $49.8 Million Net Loss in Third Quarter ------------------------------------------------------------- Spirit Realty Capital, Inc., reported a net loss of $49.85 million on $70.67 million of total revenues for the quarter ended Sept. 30, 2012, compared with a net loss of $21.22 million on $68.96 million of total revenues for the same period during the prior year. The Company reported a net loss of $71.04 million on $211.05 million of total revenues for the nine months ended Sept. 30, 2012, compared with a net loss of $45.55 million on $205.12 million of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2012, showed $3.20 billion in total assets, $1.98 billion in total liabilities, and $1.22 billion in total stockholders' equity. Mr. Thomas H. Nolan, Jr., chief executive officer, stated, "We are pleased to have completed the Company's initial public offering. The Company is poised to build on its strengths of prudent portfolio underwriting and management to provide its stockholders with stable, quality earnings. As we conclude 2012, we are optimistic that our improved balance sheet and extensive experience and leadership in the triple net industry will enable us to continue to capitalize on our pipeline of investment opportunities as we work to create value for our stockholders." A copy of the press release is available for free at: http://is.gd/Pw4bTp About Spirit Finance Spirit Finance Corporation, headquartered in Phoenix, Arizona, is a REIT that acquires single-tenant, operationally essential real estate throughout United States to be leased on a long-term, triple-net basis to retail, distribution and service-oriented companies. * * * As reported by the TCR on Feb. 16, 2012, Standard & Poor's Ratings Services affirmed its 'CCC+' corporate credit rating on Spirit Finance Corp and the Company's 'CCC+' issue-level rating on the company's term loan. In the Sept. 15, 2011, edition of the TCR, Moody's Investors Service affirmed the corporate family rating of Spirit Finance Corporation at Caa1. "This rating action reflects Spirit's consistent compliance with its term loan covenants throughout the downturn (despite relatively thin cushion at certain times), as well as the recent debt paydown which, in Moody's view, will help Spirit remain in compliance within the stated covenant limits going forward." SPRINT NEXTEL: Files Form 10-Q, Incurs $767-Mil. Net Loss in Q3 --------------------------------------------------------------- Sprint Nextel Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $767 million on $8.76 billion of net operating revenues for the three months ended Sept. 30, 2012, compared with a net loss of $301 million on $8.33 billion of net operating revenues for the same period during the prior year. Sprint incurred a net loss of $3 billion on $26.34 billion of net operating revenues for the nine months ended Sept. 30, 2012, compared with a net loss of $1.58 billion on $24.95 billion of net operating revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2012, showed $48.97 billion in total assets, $40.47 billion in total liabilities and $8.50 billion in total shareholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/IObNQB About Sprint Nextel Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S) -- http://www.sprint.com/-- is a communications company offering a comprehensive range of wireless and wireline communications products and services that are designed to meet the needs of individual consumers, businesses, government subscribers and resellers. * * * As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings Services said its ratings on Overland Park, Kan.-based wireless carrier Sprint Nextel Corp., including the 'B+' corporate credit rating, remain on CreditWatch. "The CreditWatch update follows the announcement that Sprint Nextel has agreed to sell a majority stake to Softbank," said Standard & Poor's credit analyst Allyn Arden. In the Oct. 17, 2012, edition of the TCR, Moody's Investors Service has placed all the ratings of Sprint Nextel, including its B1 Corporate Family Rating, on review for upgrade following the announcement that the Company has entered into a series of definitive agreements with SOFTBANK CORP. As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms, among other things, the Issuer default rating (IDR) of Sprint Nextel and its subsidiaries at 'B+'. The ratings for Sprint reflect the ongoing execution risk both operationally and financially regarding several key initiatives that the company expects will improve cash generation, network performance and longer-term profitability. STRATUM HOLDINGS: Incurs $173,480 Net Loss in Third Quarter ----------------------------------------------------------- Stratum Holdings, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $173,480 on $709,669 of total revenues for the three months ended Sept. 30, 2012, compared with a net loss of $100,748 on $738,760 of total revenues for the same period last year. For the nine months ended Sept. 30, 2012, the Company reported a net loss of $429,170 on $2.2 million of revenues, compared with net income of $2.8 million on $2.3 million of total revenues for the same period of 2011. Income from discontinued operations, net of income taxes, was zero for the nine months ended Sept. 30, 2012, versus net income of $3.1 million for the nine months ended Sept. 30, 2011. The Company sold the outstanding capital stock of its Canadian Energy Services subsidiary, Decca, to a private company in June 2011. The Company's balance sheet at Sept. 30, 2012, showed $8.3 million in total assets, $6.1 million in total liabilities, and stockholders' equity of $2.2 million. The Company has reported net losses from continuing operations in the last two years and presently has a working capital deficit in the amount of $3.1 million. "These factors, among others, indicate that the Company may be unable to continue as a going concern for a reasonable period of time." A copy of the Form 10-Q is available at http://is.gd/999ieY Houston, Tex.-based Stratum Holdings, Inc., is a holding company whose operations are presently focused on the domestic exploration & production business. In that business, the Company's wholly- owned subsidiaries, CYMRI, L.L.C., and Triumph Energy, Inc., own working interests in approximately 60 producing oil and gas wells in Texas and Louisiana, with net production of approximately 700 MCF equivalent per day. * * * As reported in the TCR on March 30, 2012, MaloneBailey LLP, in Houston, expressed substantial doubt about Stratum Holdings' 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 losses from continuing operations and has a working capital deficit. TA PROPERTIES: Case Summary & 8 Unsecured Creditors --------------------------------------------------- Debtor: TA Properties, Inc. dba Granger Travel Plaza 1301 W. Grandview Ave Sunnyside, WA 98944 Bankruptcy Case No.: 12-04660 Chapter 11 Petition Date: October 30, 2012 Court: United States Bankruptcy Court Eastern District of Washington (Spokane/Yakima) Judge: Frank L Kurtz Debtor's Counsel: Paul H Williams, Esq. LAW OFFICE OF PAUL H. WILLIAMS P.O. Box 123 Yakima, WA 98907 Tel: (509) 453-4799 Fax: (509) 575-3622 E-mail: phwatlaw@yahoo.com Scheduled Assets: $1,702,000 Scheduled Liabilities; $4,730,652 A copy of the Company's list of its eight unsecured creditors is available for free at http://bankrupt.com/misc/waeb12-04660.pdf The petition was signed by Jaspal Sohi, president. THERAKOS INC: S&P Gives 'B' Corp. Credit Rating; Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services assigned Raritan, N.J.-based health care research company Therakos Inc. its 'B' corporate credit rating. "At the same time, we assigned the $245 million first-lien debt (which includes an undrawn $35 million revolving credit facility) our 'B' issue-level rating with a recovery rating of '3', indicating meaningful (50% to 70%) recovery in the event of a payment default. We also assigned the $80 million second-lien debt our 'CCC+' issue-level rating with a recovery rating of '6' (0% to 10% recovery expectation)," S&P said. "The ratings on Therakos Inc. overwhelmingly reflect a 'weak' business risk profile, exhibited by the company's limited scale and heavy reliance on one therapy--extracorporeal electrophoresis (ECP)--for all of its revenues," said Standard & Poor's credit analyst Michael Kaplan. "The ratings also reflect our expectation that Therakos will operate with a 'highly leveraged' financial risk profile for at least the next couple of years. Therakos manufactures and distributes the only integrated systems (2nd generation XTS and 3rd generation CellEx) for providing ECP, a second-line therapy used to treat several orphan disease states arising from immune system imbalances. Therakos, founded in 1986, is being carved out of Johnson & Johnson as an independent operation," S&P said. "The weak business profile considers the company's small revenue base, with only about $130 million in annual revenues. The company will remain relatively small and susceptible to currently unforeseen changes in disease treatment protocols, and their level of reimbursement provided to their customers by third-party payors. The company will heavily rely on the sale of its kits that provide for proprietary equipment to process the blood of patients outside their bodies by photoactivating a drug (UVADEX) with ultraviolet light. Offsets to the company's small scale and limited growth prospects include the company's entrenched niche position, with its proprietary instruments installed in more than 325 centers, which are about evenly divided in the U.S. (60% of revenues) and other countries (40%). The company provides for recurring revenues over periods that could approximate six months, largely from the sale of its highly profitable kits. Still, we believe that the company's margins, which now exceed 40%, will be pressured by unanticipated costs as an independent operation, and industry price pressure beyond 2013. We compare Therakos' business profile to that of Ikaria, reflecting a similar niche medical business that, though it generates high margins, is vulnerable to unexpected adverse changes in its narrow therapeutic focus," S&P said. TIGEREYE PROMOTIONS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Tigereye Promotions, LLC dba Tigereye Design 1000 Progress St. Greenville, OH 45331 Bankruptcy Case No.: 12-35020 Chapter 11 Petition Date: October 30, 2012 Court: United States Bankruptcy Court Southern District of Ohio (Dayton) Judge: Lawrence S. Walter Debtor's Counsel: David L. Mikel, Esq. Paul H. Shaneyfelt, Esq. DUNGAN & LEFEVRE CO., LPA 210 West Main Street Troy, OH 45373-3240 Tel: (937) 339-0511 E-mail: dlmecf@dunganattorney.com pshaneyfelt@dunganattorney.com Scheduled Assets: $587,749 Scheduled Liabilities: $2,130,589 A copy of the Company's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ohsb12-35020.pdf The petition was signed by Monica Baltes, president. TRAVELPORT HOLDINGS: Files Form 10-Q, Incurs $40MM Loss in Q3 ------------------------------------------------------------- Travelport Limited filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $40 million on $489 million of net revenue for the three months ended Sept. 30, 2012, compared with a net loss of $26 million on $509 million of net revenue for the same period during the prior year. The Company reported a net loss of $72 million on $1.54 million of net revenue for the nine months ended Sept. 30, 2012, compared with net income of $256 million on $1.57 billion of net revenue for the same period a year ago. Travelport's balance sheet at Sept. 30, 2012, showed $3.35 billion in total assets, $4.38 billion in total liabilities and a $1.02 billion in total deficit. A copy of the Form 10-Q is available for free at: http://is.gd/d8t6qF About Travelport Holdings Travelport Holdings is the direct parent of Travelport Limited, is a broad-based business services company and a leading provider of critical transaction processing solutions to companies operating in the global travel industry. With a presence in 160 countries and approximately 3,500 employees, Travelport is comprised of the global distribution system (GDS) business, which includes the Galileo and Worldspan brands and its Airline IT Solutions business, which hosts mission critical applications and provides business and data analysis solutions for major airlines. Travelport also owns approximately 48% of Orbitz Worldwide (NYSE: OWW), a leading global online travel company. Travelport is a private company owned by The Blackstone Group, One Equity Partners, Technology Crossover Ventures, and Travelport management. Travelport Holdings Limited is a holding company with no direct operations. Its principal assets are the direct and indirect equity interests it holds in its subsidiaries, including Travelport Limited. * * * As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings Services lowered its long-term corporate credit ratings on travel services provider Travelport Holdings Limited (Travelport Holdings) and indirect subsidiary Travelport LLC (Travelport) to 'SD' (selective default) from 'CC'. The downgrades follow the implementation of a capital restructuring, which was necessary because of the Travelport group's high leverage, weak liquidity, and the upcoming maturity of its $693 million (as of end-June 2011) PIK loan in March 2012. "According to our criteria, we view this restructuring as a distressed exchange and tantamount to a default (see 'Rating Implications Of Exchange Offers And Similar Restructurings, Update,' published May 12, 2009, on RatingsDirect on the Global Credit Portal)," S&P related. TRIDENT MICROSYSTEMS: Brencourt Quits Equity Panel -------------------------------------------------- Roberta A. DeAngelis, the United States Trustee for Region 3, filed an amended notice in Bbankruptcy Court to disclose that Brencourt Credit Opportunities LP has voluntarily resigned its membership in the Official Committee of Trident Microsystems, Inc. Equity Security Holders. The committee is now down to two members: 1. Barry A. Shaw Sr. Att: Barry Alex Shaw Jr. 210 14th Ave S. Jacksonville Beach, FL 32250 Tel: 904-866-9112 Fax: 904-677-7799 2. Toan Tran 22 W. Washington St. Chicago, IL 60602 Tel: 312-696-6419 Fax: 312-696-60011 About Trident Microsystems Sunnyvale, California-based Trident Microsystems, Inc., currently designs, develops, and markets integrated circuits and related software for processing, displaying, and transmitting high quality audio, graphics, and images in home consumer electronics applications such as digital TVs, PC-TV, and analog TVs, and set- top boxes. The Company has research and development facilities in Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and Hyderabad, India; Austin, Texas; and Sunnyvale, California. The Company has sales offices in Seoul, South Korea; Tokyo, Japan; Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego, California; Mumbai, India; and Suresnes, France. The Company also has operations facilities in Taipei and Kaoshiung, Taiwan; and Hong Kong, China. Trident Microsystems and its Cayman subsidiary, Trident Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4, 2011. Trident said it expects to shortly file for protection in the Cayman Islands. Judge Christopher S. Sontchi presides over the case. Lawyers at DLA Piper LLP (US) serve as the Debtors' counsel. FTI Consulting, Inc., is the financial advisor. Union Square Advisors LLC serves as the Debtors' investment banker. PricewaterhouseCoopers LLP serves as the Debtors' tax advisor and independent auditor. Kurtzman Carson Consultants is the claims and notice agent. Trident had $310 million in assets and $39.6 million in liabilities as of Oct. 31, 2011. The petition was signed by David L. Teichmann, executive VP, general counsel & corporate secretary. Pachulski Stang Ziehl & Jones LLP represents the Official Committee of Unsecured Creditors. The Committee tapped to retain Fenwick & West LLP as its special tax and claims counsel, Imperial Capital, LLC, as its investment banker and financial advisor. Dewey & LeBoeuf initially represented the statutory committee of equity security holders. After Dewey's own bankruptcy filing, Proskauer Rose LLP took over as lead counsel. The equity committee also has tapped Campbells as Cayman Islands counsel, and Quinn Emanuel Urquhart & Sullivan, LLP as conflicts counsel. The consolidated balance sheet contained in a regulatory filing listed assets of $236.8 million and total liabilities of $112.8 million as of Sept. 30, 2012. For the nine months ended Sept. 30, revenue was $238 million, resulting in a $113.2 million operating loss and a $106.1 million net loss. TRIUS THERAPEUTICS: Files Form 10-Q, Incurs $17.7MM Loss in Q3 -------------------------------------------------------------- Trius Therapeutics, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $17.68 million on $5.97 million of total revenues for the three months ended Sept. 30, 2012, compared with net income of $14.31 million on $30.43 million of total revenues for the same period a year ago. The Company reported a net loss of $39.70 million on $22.02 million of total revenues for the nine months ended Sept. 30, 2012, compared with a net loss of $5.73 million on $36 million of total revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2012, showed $80.25 million in total assets, $18.90 million in total liabilities and $61.34 million in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/lI2Acp 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 Dec. 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. UNI-PIXEL INC: Incurs $2 Million Net Loss in Third Quarter ---------------------------------------------------------- Uni-Pixel, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.04 million on $0 of revenue for the three months ended Sept. 30, 2012, compared with a net loss of $1.87 million on $731 of revenue for the same period during the prior year. Uni-Pixel recorded a net loss of $6.12 million on $74,124 of revenue for the nine months ended Sept.30, 2012, compared with a net loss of $6.69 million on $190,297 of revenue for the same period a year ago. The Company reported a net loss of $8.57 million in 2011 compared to a net loss of $3.82 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $16.39 million in total assets, $103,588 in total liabilities and $16.29 million in total shareholders' equity. Cash and cash equivalents totaled $15.4 million at Sept. 30, 2012, as compared to $7.2 million at Dec. 31, 2011. The increase in cash was primarily due to a $12.3 million, net, equity raise completed in the third quarter of 2012. "During the third quarter we made substantial progress towards commercializing UniBoss and Diamond Guard across four key areas: qualifying multiple touch controllers with UniBoss, building out our downstream supply chain for UniBoss-based touch screens, establishing high-volume production capacity with Diamond Guard, and shoring up our balance sheet," said UniPixel president and CEO, Reed Killion. "We took another major step towards commercialization this month with our collaboration with N-trig, provider of the DuoSense? pen and multi-touch user interface. We qualified functional prototypes that integrate N-trig's Duo Sense controller with the UniBoss pro-cap multi-touch sensor film. The performance increase over ITO proved significant in touch sensitivity and active pen based precision. A copy of the Form 10-Q is available for free at: http://is.gd/0vmxtu About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. UNIVERSAL PAINTING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Universal Painting Corporation 2234 Old Tampa Highway Lakeland, FL 33815 Bankruptcy Case No.: 12-16802 Chapter 11 Petition Date: November 1, 2012 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Christopher C. Todd, Esq. MCINTYRE, PANZARELLA, THANASIDES, ET AL 6943 East Fowler Avenue Temple Terrace, FL 33617 Tel: (813) 899-6059 Fax: (813) 899-6069 E-mail: chris@mcintyrefirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb12-16802.pdf The petition was signed by John P. Aldrich, president. UPPER CRUST: Owes $850,000 in Back Wages to Employees ----------------------------------------------------- Jenn Abelson at Boston.com reports that Upper Crust owes employees about $850,000 in back wages and damages, according to court records filed by the US Department of Labor. The report relates a federal investigation of pay practices at Upper Crust between April 2009 and January 2011 found the company violated minimum-wage and overtime laws and failed to pay 67 employees roughly $425,000 during that period. The report notes Upper Crust owes an equal amount in damages, as well as $37,000 in civil penalties, according to the proof of claim filed in US Bankruptcy Court in Massachusetts. The government notified Upper Crust founder Jordan Tobins of its findings in August 2011 and spent more than a year trying to come to an agreement with the chain on payments and penalties. But the business, with 176 employees, sought bankruptcy protection in October after facing persistent labor problems, financial troubles, and ownership disputes, according to the report. The report notes the Labor Department's claim makes it the largest unsecured creditor in the bankruptcy proceedings. It is the second time the federal agency has sanctioned the company in recent years. The report says employees eventually took their complaints to the Department of Labor, which first investigated in 2009 and ordered Upper Crust to pay workers nearly $350,000 in overtime. The report notes Mr. Tobins and other executives then allegedly devised a plan to take back the money by reducing employees' wages or firing them if they refused to return the federally mandated compensation. That prompted a 2010 class-action lawsuit filed by five former employees, as well as a second Labor Department investigation. The report says the Labor Department, which determined Upper Crust owed workers about $850,000 in back wages and damages, will detail its claims in lawsuits it plans to file against the corporate entities and individual executives, Fitzgerald said. According to the report, Shannon Liss-Riordan, an attorney who filed the class-action suit on behalf of former Upper Crust workers, said she will continue pursuing claims for employees who were allegedly forced to choose between keeping their jobs or keeping their payments for back wages. Ms. Liss-Riordan said she is not surprised by the Labor Department's finding. "This company has repeatedly shown its disregard for the laws protecting workers and their wages," she said. The report adds Upper Crust, which defaulted on a TD Bank loan in late September, said it owes at least $3.4 million to creditors, including more than $500,000 to ZVI Construction Co. in Brookline, about $235,000 to a food distributor, and $230,000 to a former Massachusetts attorney general, Thomas F. Reilly, who represented the business after leaving office, according to a list filed last month with the Bankruptcy Court. The state Department of Revenue says Upper Crust has not paid an estimated $843,000 in meals taxes from the last year. Upper Crust Pizza LLC, the operator of upscale pizza restaurants in Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 12-18134) on Oct. 9, 2012, in Boston on Oct. 4, 2012. John C. Elstad, Esq., at Murphy & King, P.C., in Boston, serves as counsel. The Debtor listed assets and liabilities of at least $1 million. VERENIUM CORP: Incurs $5.2 Million Net Loss in Third Quarter ------------------------------------------------------------ Verenium Corporation recorded a net loss attributed to the Company of $5.25 million on $10.26 million of total revenue for the three months ended Sept. 30, 2012, compared with net income attributed to the Company of $5.79 million on $18.41 million of total revenue for the same period during the prior year. The Company reported net income attributed to the Company of $22.38 million on $43.18 million of total revenue for the nine months ended Sept. 30, 2012, compared with net income attributed to the Company of $8.14 million on $46.94 million of total revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2012, showed $48 million in total assets, $14.44 million in total liabilities and $33.55 million in stockholders' equity. "During the third quarter we made some important steps forward with our manufacturing investment program; however, the downtime experienced in manufacturing due to these upgrades combined with the continued unfavorable market conditions in corn ethanol, made this a challenging quarter financially," said James Levine, president & chief executive officer at Verenium. "Despite the impact on our margins this period, we remain confident that the enhancements we are making now in our manufacturing platform, as well as our high-performance product portfolio, our current Product Pipeline and our strategy for diversifying our revenue through products for new end markets, will support our growth in the future." A copy of the press release is available for free at: http://is.gd/ZBddkE About Verenium Corp San Diego, Calif.-based Verenium Corporation is an industrial biotechnology company that develops and commercializes high performance enzymes for a broad array of industrial processes to enable higher productivity, lower costs, and improved environmental outcomes. The Company operates in one business segment with four main product lines: animal health and nutrition, grain processing, oilfield services and other industrial processes. Bankruptcy Warning "Based on our current cash resources and 2012 operating plan, our existing cash resources may not be sufficient to meet the cash requirements to fund our planned operating expenses, capital expenditures and working capital requirements beyond Dec. 31, 2012, without additional sources of cash. If we are unable to raise additional capital, we will need to defer, reduce or eliminate significant planned expenditures, restructure or significantly curtail our operations, sell some or all our assets, file for bankruptcy or cease operation," the Company said in its quarterly report for the period ended June 30, 2012. Going Concern Ernst & Young LLP, in San Diego, California, expressed substantial doubt about Verenium's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has incurred recurring operating losses, has a working capital deficit of $637,000 and has an accumulated deficit of $600.8 million at Dec. 31, 2011. VILLAGIO PARTNERS: Marcel, Compass Hire Realty Partners ------------------------------------------------------- Debtors Marcel Construction and Maintenance, Ltd. and Compass Care Holdings, Ltd. have asked the U.S. Bankruptcy Court for permission to employ Janet Maass with Century 21 Realty Partners as real estate agent to act as its real estate agent and assist in the marketing, negotiation and leasing of commercial real properties. The Debtor also sought entry of an order approving the assumption of: (i) the Commercial Real Estate Listing Agreement Right to Lease at Marcel's commercial real property located at 19784 and 19786 Highway 105 West, Montgomery, Texas 77356. (ii) the Commercial Real Estate Listing Agreement Right to Lease at Compass' commercial real property located at 18315, 18321 and 18323 W. Lake Houston Parkway, Humble, Texas 77346. To the best of the Marcel and Compass' knowledge and belief, the Agent has no connections with Marcel or Compass's creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the Office of the United States Trustee. About Villagio Partners et al. Villagio Partners Ltd., along with six affiliates, filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928, 12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston on Aug. 6, 2012. The Debtors are engaged primarily in the business of owning and operating commercial retail shopping centers and offices. The Debtors' commercial real properties are located in and around the Houston Metropolitan area, including Katy, Humble and The Woodlands. The petitions were signed by Vernon M. Veldekens, CEO for The Marcel Group. The Marcel Group -- http://www.themarcelgroup.com/-- is an integrated commercial real estate firm specializing in development, construction, design, engineering, master planning, leasing and property management. Village Partners, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), estimated assets and debts of at least $10 million. It says that a real property in Katy, Texas, is worth $24.6 million. The affiliated debtors are Compass Care Holdings Ltd., Cinco Office VWM, Greens Imperial Center, Inc., Marcel Construction & Maintenance, Ltd., Tidwell Properties, Inc., and Research-New Trails Partners, Ltd. Bankruptcy Judge Marvin Isgur presides over the cases. Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes Watters Askanase, LLP, in Houston, represent the Debtors as counsel. VILLAGIO PARTNERS: Hires Jimbo Homeyer as Real Estate Agent ----------------------------------------------------------- Villagio Partners Ltd has asked the U.S. Bankruptcy Court for permission to employ Jimbo Homeyer at Keller Williams as its real estate agent to assist in the marketing, negotiation and leasing of commercial real property located at 22756, 22758, 22760, 22762 and 22764 Westheimer Parkway, Katy, Texas 77450 The Debtor also sought permission to assume a Commercial Real Estate Listing Agreement Right to Lease in connection with the Property. To the best of the Debtor's knowledge and belief, the Agent has no connections with Marcel or Compass's creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the Office of the United States Trustee. About Villagio Partners et al. Villagio Partners Ltd., along with six affiliates, filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928, 12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston on Aug. 6, 2012. The Debtors are engaged primarily in the business of owning and operating commercial retail shopping centers and offices. The Debtors' commercial real properties are located in and around the Houston Metropolitan area, including Katy, Humble and The Woodlands. The petitions were signed by Vernon M. Veldekens, CEO for The Marcel Group. The Marcel Group -- http://www.themarcelgroup.com/-- is an integrated commercial real estate firm specializing in development, construction, design, engineering, master planning, leasing and property management. Village Partners, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), estimated assets and debts of at least $10 million. It says that a real property in Katy, Texas, is worth $24.6 million. The affiliated debtors are Compass Care Holdings Ltd., Cinco Office VWM, Greens Imperial Center, Inc., Marcel Construction & Maintenance, Ltd., Tidwell Properties, Inc., and Research-New Trails Partners, Ltd. Bankruptcy Judge Marvin Isgur presides over the cases. Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes Watters Askanase, LLP, in Houston, represent the Debtors as counsel. VISCOUNT SYSTEMS: Incurs C$780,200 Net Loss in Third Quarter ------------------------------------------------------------ Viscount Systems, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss and comprehensive loss of C$780,294 on C$858,128 of sales for the three months ended Sept. 30, 2012, compared with a net loss and comprehensive loss of C$325,852 on C$903,477 of sales for the same period during the prior year. The Company reported a net loss and comprehensive loss of C$2.32 million on C$2.62 million of sales for the nine months ended Sept. 30, 2012, compared with a net loss and comprehensive loss of C$2.94 million on C$2.66 million of sales for the same period a year ago. The Company reported a net loss of C$2.9 million on C$3.5 million million of revenues for 2011, compared with a net loss of C$1.3 million on C$3.9 million of revenues for 2010. The Company's balance sheet at Sept. 30, 2012, showed C$1.08 million in total assets, C$3.44 million in total liabilities and a C$2.35 million total stockholders' deficit. "The Company's bank credit facility was suspended on December 30, 2011 due to the bank's assessment of the Company's financial position. Management has determined that the Company will need to raise a minimum of $500,000 by way of new debt or equity financing to continue normal operations for the next twelve months. Management has been actively seeking new investors and developing customer relationships, however a financing arrangement has not yet completed. Short-term loan financing is anticipated from related parties, however there is no certainty that loans will be available when required. These factors raise substantial doubt about the ability of the Company to continue operations as a going concern." Following the 2011 results, Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada, expressed substantial doubt about Viscount Systems' ability to continue as a going concern. The independent auditors noted that the Company has an accumulated deficit of C$5,769,027 and has reported a loss of C$2,883,304 for the year ended Dec. 31, 2011. A copy of the Form 10-Q is available for free at: http://is.gd/J0ngS4 About Viscount Systems Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer, developer and service provider of access control security products. VISUALANT INC: Wins Fourth Patent on ChromaID Technology -------------------------------------------------------- Visualant, Inc., received its fourth patent on its ChromaID technology that uses an exclusive Spectral Pattern Matching technique. The latest patent further validates the Company's vision to introduce more efficient security and authentication methods into the marketplace, and comes shortly after Visualant and its investment partner Sumitomo Precision Products Co., Ltd., showcased a prototype of its Cyclops 6 ChromaID hand-held scanner in Japan last month. Future devices embedded with ChromaID technology can read and record natural chromatic markers by structuring light onto a substance, through a liquid or gas, or off a surface. Once scanned, the technology captures the reflected light in a simple Photodiode and provides a unique ChromaID profile. The ChromaID profile can be matched against existing databases to identify, detect, or diagnosis markers invisible to the human eye. Visualant Founder and CEO Ron Erickson believes ChromaID technology will usher in new angles to protect consumer assets, currencies, chemical products and even civil liberties on a massive scale by bringing the power of spectral analysis from the lab and into the field. Erickson states, "Our technology adds another authentication layer to tools used by government and industrial entities who grapple with the identification and security challenges that impact our society at large." ChromaID technology was developed in conjunction with renowned research scientists, Drs. Tom Furness and Brian Schowengerdt. Together, they have forged a unique proprietary approach to mapping color at the photon level and using that mapping as a basis for authentication and diagnostics. In conjunction with the stellar work being done in the lab, the company continues to pursue an aggressive patent strategy to protect its unique intellectual property. Drs. Furness and Schowengerdt and their laboratory development team brought a generation of experience to the Visualant SPM development process. Dr. Furness is known in many circles as the "Father of Virtual Reality." Dr. Schowengerdt is an internationally renowned leader in the field of color perception. The patent issued by the United States Office of Patents and Trademarks is US Patent No. 8,285,510 B2 and is entitled "Method, Apparatus and Article To Facilitate Distributed Evaluation of Object Using Electromagnetic Energy." Ron Erickson, Visualant Founder and CEO, stated, "It's an honor to now hold four patents covering our ChromaID technology. We expect more patents to be issued as we build the intellectual property foundation for Visualant's business and move into the marketplace with diverse applications of our SPM technology." About Visualant Inc. Seattle, Wash.-based Visualant, Inc., was incorporated under the laws of the State of Nevada on Oct. 8, 1998. The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti- counterfeiting, forgery/fraud prevention, brand protection and process control applications. Visualant reported a net loss of $2.39 million for the year ended Sept. 30, 2011, compared with a net loss of $1.14 million during the previous year. The Company's balance sheet at June 30, 2012, showed $6.84 million in total assets, $7.03 million in total liabilities, $28,350 in noncontrolling iterest, and a $220,669 total stockholders' deficit. The Company anticipates that it will record losses from operations for the foreseeable future. As of June 30, 2012, the Company's accumulated deficit was $13.1 million. The Company has limited capital resources, and operations to date have been funded with the proceeds from private equity and debt financings. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The audit report prepared by the Company's independent registered public accounting firm relating to the Company's financial statements for the year ended Sept. 30, 2011, includes an explanatory paragraph expressing the substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning The Securities Purchase Agreement dated June 17, 2011, with Ascendiant Capital Partners, LLC, will terminate if the Company's common stock is not listed on one of several specified trading markets (which include the OTCBB and Pink Sheets, among others), if the Company files protection from its creditors, or if a Registration Statement on Form S-1 or S-3 is not effective. If the price or the trading volume of the Company's common stock does not reach certain levels, the Company will be unable to draw down all or substantially all of its $3,000,000 equity line of credit with Ascendiant. The maximum draw down amount every 8 trading days under the Company's equity line of credit facility is the lesser of $100,000 or 20% of the total trading volume of the Company's common stock for the 10-trading-day period prior to the draw down multiplied by the volume-weighted average price of the Company's common stock for that period. If the Company stock price and trading volume decline from current levels, the Company will not be able to draw down all $3,000,000 available under the equity line of credit. "If we are not able to draw down all $3,000,000 available under the equity line of credit or if the Securities Purchase Agreement is terminated, we may need to restructure our operations, divest all or a portion of our business, or file for bankruptcy," the Company said in its quarterly report for the period ended June 30, 2012. W3 HOLDINGS: S&P Keeps 'B-' Rating on Sr. Secured Credit Debt ------------------------------------------------------------- Standard & Poor's Ratings Services revised its recovery rating on Houston-based W3 Holdings Inc.'s (W3) senior secured credit facilities to '3', indicating its expectation of meaningful (50% to 70%) recovery in the event of a payment default, from '4'. The issue-level rating on W3's senior secured credit facilities remains 'B-'. "The improved recovery rating reflects a higher estimated emergence value for W3 due to improved market conditions that we expect will support a sustained higher value for the company," S&P said. "The 'B-' corporate credit rating and stable outlook on W3 incorporate the company's aggressive financial leverage and its narrow business focus and small scale in the fragmented market for safety equipment and maintenance services. W3 derives approximately 50% of its revenue from the upstream energy market, 30% from the downstream energy market, and about 15% from the petrochemical market. The ratings also reflect W3's adequate near- term liquidity, its low capital spending requirements, the low volatility of demand for its products and services, and its diversified customer base," S&P said. RATINGS LIST W3 Holdings Inc. Corporate credit rating B-/Stable/-- Recovery Rating Revised To From Senior secured B- B- Recovery rating 3 4 WARNER MUSIC: Has $150MM Revolving, $600MM Term Loan Facilities --------------------------------------------------------------- WMG Acquisition Corp. entered into a credit agreement for a senior secured revolving credit facility with Credit Suisse AG, as administrative agent, and the other financial institutions and lenders on Nov. 1, 2012 ("closing date"). Warner Music Group is the borrower under the Revolving Credit Facility. The Revolving Credit Facility provides for up to $150,000,000 and includes a $50,000,000 letter of credit sub- facility. The final maturity of the Revolving Credit Facility will be five years from the Closing Date. The loans under the Revolving Credit Agreement bear interest at Revolving Borrower's election at a rate equal to (i) the rate for deposits in the currency in which the applicable borrowing is denominated in the London interbank market (adjusted for maximum reserves) for the applicable interest period, plus 3.50% per annum, or (ii) the base rate, which is the highest of (x) the corporate base rate established by the administrative agent from time to time, (y) the overnight federal funds rate plus 0.50% and (z) the one-month Revolving LIBOR Rate plus 1.0% per annum, plus, in each case, 2.50% per annum. On the Closing Date, Warner Music Group entered into a credit agreement for a senior secured term loan credit facility with Credit Suisse AG, as administrative agent, and the other financial institutions and lenders. The Term Loan Credit Facility provides for term loans thereunder in an amount of up to $600,000,000. The Term Loan Credit Facility also permits the Term Loan Borrower to add one or more incremental term loan facilities of up to $300,000,000 plus a certain amount depending on a senior secured indebtedness to EBITDA ratio included in the Term Loan Credit Facility. The Term Loan Credit Facility will mature on Nov. 1, 2018. On the Closing Date, Warner Music Group also terminated its existing Credit Agreement, dated as of July 20, 2011, among Warner Music Group, Credit Suisse AG, as administrative agent, and the other financial institutions and lenders. A complete copy of the Form 8-K disclosure is available at: http://is.gd/Y7KZvx About Warner Music Group Based in New York, Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/-- was formed by a private equity consortium of investors on Nov. 21, 2003. The Company is the direct parent of WMG Holdings Corp., which is the direct parent of WMG Acquisition Corp. WMG Acquisition Corp. is one of the world's major music-based content companies and the successor to substantially all of the interests of the recorded music and music publishing businesses of Time Warner Inc. The Company classifies its business interests into two fundamental operations: Recorded Music and Music Publishing. The Company's Recorded Music business primarily consists of the discovery and development of artists and the related marketing, distribution and licensing of recorded music produced by such artists. The Company's Music Publishing operations include Warner/Chappell, its global Music Publishing company, headquartered in New York with operations in over 50 countries through various subsidiaries, affiliates and non-affiliated licensees. In May 2011, Warner Music Group Corp. and Access Industries, the U.S.-based industrial group, announced the execution of a definitive merger agreement under which Access Industries will acquire WMG in an all-cash transaction valued at $3.3 billion. The purchase includes WMG's entire recorded music and music publishing businesses. On July 20, 2011, the Company notified the New York Stock Exchange, Inc., of its intent to remove the Company's common stock from listing on the NYSE and requested that the NYSE file with the SEC an application on Form 25 to report the delisting of the Company's common stock from the NYSE. On July 21, 2011, in accordance with the Company's request, the NYSE filed the Form 25 with the SEC in order to provide notification of that delisting and to effect the deregistration of the Company's common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. On August 2, 2011, the Company filed a Form 15 with the SEC in order to provide notification of a suspension of its duty to file reports under Section 15(d) of the Exchange Act. The Company continues to file reports with the SEC pursuant to the Exchange Act in accordance with certain covenants contained in the instruments governing the Company's outstanding indebtedness. The Company reported a net loss of $60 million on $1.40 billion of revenue for the six months ended March 31, 2012. The Company reported a net loss of $206 million on $2.86 billion of revenue for the combined 12 months ended Sept. 30, 2011, following a net loss of $145 million on $2.98 billion of revenue for the fiscal year ended Sept. 30, 2010. The Company's balance sheet at June 30, 2012, showed $5.16 billion in total assets, $4.20 billion in total liabilities and $961 million in total equity. WARREN SAPP: Judge Rejects $2.1MM Bid for Windermere Home --------------------------------------------------------- WESH TV's WESH.com in Orlando, Florida, reports a $2.1 million bid made on the former house of Warren Sapp in Windermere, Fla., has been rejected by a judge, according to Fisher Auction Co., which is conducting the sale. WESH.com says a bankruptcy trustee made the recommendation to reject the bid, and the auction company is now working on securing a higher offer. There will not be another auction, according to Fisher's public relations representative. WESH reports the winning bid was made at auction by international fitness expert Brenda Dykgraff. Ms. Dykgraff lives in the neighborhood and bought it as an investment. The U.S. Bankruptcy Court in Fort Lauderdale, Florida, scheduled an auction for Mr. Sapp's home on Nov. 1. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that the top bid was $2.1 million, plus a so-called buyer's premium of $200,000. Aside from the bankruptcy trustee, Mr. Sapp's former wife, and the mortgage lender on Mr. Sapp's home also objected to the sale, according to Bloomberg. The mortgage lender is owed $2.1 million. According to Bloomberg, Mr. Sapp and his then-wife purchased the Windermere home in late 2005 for $4.1 million. It is assessed for $3.4 million. The bank obtained an appraisal for $3.9 million. About Warren Sapp Warren Sapp, a retired defensive lineman for the Oakland Raiders and the Tampa Bay Buccaneers of the National Football League, filed for bankruptcy under Chapter 7 (Bankr. S.D. Fla. Case No. 12-17819) in March 2012, saying he owes creditors $6.7 million and has assets of $6.5 million. Mr. Sapp has more than $4.1 million in annuities and retirement accounts. He claims that $4.7 million in annuities, retirement accounts and other property are exempt assets he can retain despite bankruptcy. Filings in bankruptcy court say Mr. Sapp's average monthly income is $115,900 and his average monthly expenses are $111,200, including $60,500 in monthly alimony and child support payments. He owes $876,000 to a former wife for alimony and child support, not including child support payments owed to three other women, according to court filings. WESCO DISTRIBUTION: S&P Gives 'B+' Rating on $605-Mil. Term Loan ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' issue-level rating and '5' recovery rating to WESCO Distribution Inc.'s proposed $605 million senior secured term loan and WDCC Enterprises Inc.'s proposed CAD$150 million senior secured term loan. "The recovery rating of '5' reflects our expectation for modest recovery prospects (10%-30%) in the event of a payment default. WESCO Distribution and WDCC are wholly owned subsidiaries of WESCO International Inc. (WESCO, BB-/Positive/--). The companies will use the proceeds to fund WESCO's CAD$1.14 billion acquisition of EECOL Electric (not rated)," S&P said. "The facilities are guaranteed by WESCO and, respectively for the U.S. dollar and Canadian dollar loans, by WESCO Distribution's U.S. subsidiaries and WDCC's and WESCO's existing Canadian subsidiaries, excluding certain unrestricted subsidiaries. The facilities are secured on a second-lien basis by the current assets of the companies and on a first-lien basis by other fixed assets," S&P said. RATINGS LIST WESCO International Inc. Corporate Credit Rating BB-/Positive/-- New Ratings WESCO Distribution Inc. $605 mil sr secd term loan due 2019 B+ Recovery Rating 5 WDCC Enterprises Inc. CAD$150 mil sr secd term loan due 2019 B+ Recovery Rating 5 WESTMORELAND COAL: Reports $5.3-Mil. Net Income in Third Quarter ---------------------------------------------------------------- Westmoreland Coal Company filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $5.35 million on $161.33 million of revenue for the three months ended Sept. 30, 2012, compared with net income of $1.57 million on $132.44 million of revenue for the same period during the prior year. Westmoreland Coal incurred a net loss of $8.51 million on $441.41 million of revenue for the nine months ended Sept. 30, 2012, compared with a net loss of $25.07 million on $372.35 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2012, showed $971.15 million in total assets, $1.22 billion in total liabilities and a $252.74 million total deficit. A copy of the Form 10-Q is available for free at: http://is.gd/NOmcXX About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. The Company reported a net loss of $36.87 million in 2011, a net loss of $3.17 million in 2010, and a net loss of $29.16 million in 2009. * * * As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Englewood, Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'. "The upgrade reflects our view that WLB is less vulnerable to default after successfully negotiating less restrictive covenant requirements for an unrated $110 million term loan due 2018," said credit analyst Gayle Bowerman. "Our assessment of WLB's business risk profile as 'vulnerable' and financial risk profile as 'highly leveraged' are unchanged. We also revised our liquidity score to 'adequate' based on the covenant relief and additional liquidity provided under the company's new $20 million asset-based loan (ABL) facility from 'less than adequate'." ZOGENIX INC: Incurs $19.3 Million Net Loss in Third Quarter ----------------------------------------------------------- Zogenix, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $19.28 million on $8.45 million of total revenue for the three months ended Sept. 30, 2012, compared with a net loss of $22.03 million on $10.39 million of total revenue for the same period during the prior year. Zogenix reported a net loss of $46.74 million on $34.83 million of total revenue for the nine months ended Sept. 30, 2012, compared with a net loss of $60.19 million on $29.67 million of total revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2012, showed $91.30 million in total assets, $78.01 million in total liabilities and $13.28 million in total stockholders' equity. Roger Hawley, chief executive officer of Zogenix, stated, "The next several months represent key developments for the Company's products. Our team continues to drive SUMAVEL DosePro prescription growth while devoting time to support the product launch with the Mallinckrodt sales force. Following the close of their fiscal year end in September, the Mallinckrodt team has scaled up promotion efforts on the brand and are excited to have the opportunity to introduce the unique benefits of SUMAVEL DosePro to their customers." Hawley continued, "During the quarter, we strengthened the Company through an equity offering and debt repayment while also making significant progress on our product pipeline and planning the commercialization of Zohydro ER." Stephen J. Farr, Ph.D., president and chief operating officer of Zogenix, said, "We continue to believe we are well positioned for the FDA Advisory Committee meeting for Zohydro ER next month and the potential FDA approval in March, followed by the commercial launch planned for late in the second quarter of 2013. The Relday open-label, safety and pharmacokinetic (PK) trial is ongoing and we remain on track to complete the study by year-end 2012. These important upcoming milestones provide potential opportunities with strategic commercialization partners for Zohydro ER and Relday." A copy of the Form 10-Q is available for free at: http://is.gd/xRazQN About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. Ernst & Young LLP, in San Diego, Calif., issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2011, citing recurring losses from operations and lack of sufficient working capital. The Company reported a net loss of $83.90 million in 2011, a net loss of $73.56 million in 2010, and a net loss of $45.88 million in 2009. * Delinquency Rate Has Largest Increase Since 2008 -------------------------------------------------- Carla Main at Bloomberg News reports that the mortgage delinquency rate in September increased 7.7% from August, the largest monthly increase since 2008, Lender Processing Services said in its September issue of Mortgage Monitor. "September 2012 was notable in its short duration of business days and virtually all transactional or operational metrics we observed declined in volume for the month," Herb Blecher, senior vice president at LPS Applied Analytics, said in the Mortgage Monitor. "Foreclosure starts, foreclosure sales, delinquent cures and loan prepayments all dropped from their August levels." The Bloomberg report discloses that states with the highest percentage of non-current loans are Florida, Mississippi, New Jersey, Nevada and Louisiana, LPS said. States with lowest percentage of non-current loans are Montana, Alaska, South Dakota, Wyoming and North Dakota * BOND PRICING: For the Week From Nov. 5 to 9, 2012 --------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- AES EASTERN ENER 9.000 1/2/2017 4.375 AES EASTERN ENER 9.670 1/2/2029 4.875 AGY HOLDING COR 11.000 11/15/2014 47.000 AHERN RENTALS 9.250 8/15/2013 66.000 ALION SCIENCE 10.250 2/1/2015 54.500 AM AIRLN PT TRST 10.180 1/2/2013 95.375 AM AIRLN PT TRST 10.320 7/30/2014 65.000 AMBAC INC 6.150 2/7/2087 4.200 AMER GENL FIN 4.750 11/15/2012 99.500 ARK OF SAFETY 8.000 4/15/2029 6.000 ATP OIL & GAS 11.875 5/1/2015 14.625 ATP OIL & GAS 11.875 5/1/2015 14.625 ATP OIL & GAS 11.875 5/1/2015 13.750 BUFFALO THUNDER 9.375 12/15/2014 35.000 CALIF BAPTIST 7.100 4/1/2014 4.500 CAPMARK FINL GRP 6.300 5/10/2017 2.000 CENTRAL EUROPEAN 3.000 3/15/2013 81.000 CHAMPION ENTERPR 2.750 11/1/2037 1.000 DAL-CALL11/12 9.500 9/15/2014 104.500 DAL-CALL11/12 9.500 9/15/2014 106.500 DAL-CALL11/12 12.250 3/15/2015 108.500 DIRECTBUY HLDG 12.000 2/1/2017 20.500 DIRECTBUY HLDG 12.000 2/1/2017 20.500 DOWNEY FINANCIAL 6.500 7/1/2014 58.125 DYN-RSTN/DNKM PT 7.670 11/8/2016 4.875 EASTMAN KODAK CO 7.000 4/1/2017 10.170 EASTMAN KODAK CO 7.250 11/15/2013 10.000 EASTMAN KODAK CO 9.200 6/1/2021 8.230 EASTMAN KODAK CO 9.950 7/1/2018 10.875 EDDIE BAUER HLDG 5.250 4/1/2014 1.050 EDISON MISSION 7.500 6/15/2013 46.000 ENERGY CONVERS 3.000 6/15/2013 39.500 FIBERTOWER CORP 9.000 1/1/2016 30.000 FRIENDSHIP WEST 8.000 6/15/2024 9.100 GEOKINETICS HLDG 9.750 12/15/2014 45.500 GLB AVTN HLDG IN 14.000 8/15/2013 30.000 GLOBALSTAR INC 5.750 4/1/2028 48.750 GMAC LLC 7.000 11/15/2012 100.100 GMAC LLC 7.875 11/15/2012 100.000 GMX RESOURCES 4.500 5/1/2015 45.050 GMX RESOURCES 5.000 2/1/2013 89.750 HAWKER BEECHCRAF 8.500 4/1/2015 19.500 HAWKER BEECHCRAF 8.875 4/1/2015 19.500 HUTCHINSON TECH 3.250 1/15/2026 93.510 HUTCHINSON TECH 8.500 1/15/2026 58.000 IBI GROUP INC 5.750 6/30/2017 #N/A N/A JAMES RIVER COAL 4.500 12/1/2015 46.920 LEHMAN BROS HLDG 0.250 12/12/2013 19.375 LEHMAN BROS HLDG 0.250 1/26/2014 19.375 LEHMAN BROS HLDG 1.000 10/17/2013 19.375 LEHMAN BROS HLDG 1.000 3/29/2014 19.375 LEHMAN BROS HLDG 1.000 8/17/2014 19.375 LEHMAN BROS HLDG 1.000 8/17/2014 19.375 LEHMAN BROS HLDG 1.250 2/6/2014 19.375 LEHMAN BROS INC 7.500 8/1/2026 7.000 LIFECARE HOLDING 9.250 8/15/2013 36.854 LIFEPOINT CMNTY 8.400 10/20/2036 4.000 MANNKIND CORP 3.750 12/15/2013 67.750 MASHANTUCKET PEQ 8.500 11/15/2015 9.250 MASHANTUCKET PEQ 8.500 11/15/2015 15.750 MASHANTUCKET TRB 5.912 9/1/2021 9.250 METRO BAP CHURCH 8.400 1/12/2029 4.000 MF GLOBAL LTD 9.000 6/20/2038 59.100 NEWPAGE CORP 10.000 5/1/2012 5.500 NEWPAGE CORP 11.375 12/31/2014 50.500 NEXTEL COMMUNIC 7.375 8/1/2015 100.000 NGC CORP CAP TR 8.316 6/1/2027 13.000 OVERSEAS SHIPHLD 8.125 3/30/2018 28.310 OVERSEAS SHIPHLD 8.750 12/1/2013 35.060 PENSON WORLDWIDE 8.000 6/1/2014 41.139 PLATINUM ENERGY 14.250 3/1/2015 40.000 PMI CAPITAL I 8.309 2/1/2027 1.125 PMI GROUP INC 6.000 9/15/2016 29.500 POWERWAVE TECH 3.875 10/1/2027 10.000 POWERWAVE TECH 3.875 10/1/2027 10.000 RESIDENTIAL CAP 6.500 4/17/2013 25.750 RESIDENTIAL CAP 6.875 6/30/2015 25.500 SAVIENT PHARMA 4.750 2/1/2018 20.250 SCHOOL SPECIALTY 3.750 11/30/2026 53.000 TERRESTAR NETWOR 6.500 6/15/2014 10.000 TEXAS COMP/TCEH 10.250 11/1/2015 17.000 TEXAS COMP/TCEH 10.250 11/1/2015 20.500 TEXAS COMP/TCEH 10.250 11/1/2015 18.750 TEXAS COMP/TCEH 15.000 4/1/2021 34.250 TEXAS COMP/TCEH 15.000 4/1/2021 30.000 THQ INC 5.000 8/15/2014 23.375 TIMES MIRROR CO 7.250 3/1/2013 36.000 TOUSA INC 7.500 1/15/2015 0.250 TRAVELPORT LLC 11.875 9/1/2016 38.375 TRAVELPORT LLC 11.875 9/1/2016 37.250 TRIBUNE CO 5.250 8/15/2015 34.550 USEC INC 3.000 10/1/2014 41.000 VERSO PAPER 11.375 8/1/2016 46.500 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2012. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***