/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130327.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, March 27, 2013, Vol. 17, No. 85 Headlines 1220 SOUTH: Court Dismisses Chapter 11 Case 333-345 GREEN: Taps Weinberg Gross as Bankruptcy Counsel 501 GRANT: April 9 Hearing on Plan Outline, Trustee Appointment A & C PROPANE: Case Summary & 20 Largest Unsecured Creditors ADEPT TECHNOLOGIES: Plan Proposes 10% Recovery to Unsec. Creditors ADS TACTICAL: Moody's Cuts CFR to B3 & Cuts Notes Rating to Caa1 AFA INVESTMENT: Cash Collateral Order Termination Date Extended AHERN RENTALS: Deloitte Okayed as Advisors, Interest Rate Expert ALLIANCE 2009: Wants Case Dismissed Amid Secured Creditors' Deal ALLIED INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors AMERICAN AIRLINES: Wins OK for Bill Isenegger as Special Counsel AMERICAN AIRLINES: Wins Approval of Jones Day for TSA Suit AMERICAN AIRLINES: May Hire Covington as Special Counsel AMERICAN AIRLINES: Committee Wins OK for Heidrick as Consultant AMERICAN AIRLINES: Defends Exec Bonuses Ahead of Merger Hearing AMERICAN CAMPUS: Moody's Assigns (P)Ba1 Preferred Shelf Rating AMERICAN WEST: First Amended Plan Declared Effective ARCHDIOCESE OF MILWAUKEE: Pre-Bankr. Deals With Victims Okayed ARCHDIOCESE OF MILWAUKEE: Claimants Want Deposition Public ARCHDIOCESE OF MILWAUKEE: Judge Refuses to Sequence Ch. 11 Case AVANTAIR INC: CFO Quits to Pursue Other Opportunities BAUSCH & LOMB: Dividend Payment No Impact on Moody's B2 CFR BAUSCH & LOMB: S&P Revises Outlook to Positive & Affirms 'B+' CCR BERNARD L. MADOFF: $410M Deal Should Go Forward, Attys. Argue BERNARD L. MADOFF: Court to Rule on Merkin Settlement by April 15 BEST UNION: Disclosure Statement Hearing Set for April 3 BLACK DAVIS: Dispute With Frontier Insurance Goes to Trial BLUE BANNER: Case Summary & 4 Unsecured Creditors BRIER CREEK: Exclusive Period to Confirm Plan Extended to May 17 BRIER CREEK: Court Determines Value of Certain Properties CALIFORNIA PIZZA: Moody's Rates Amended $400MM Debt 'B2' CALIFORNIA PIZZA: S&P Assigns 'B' Rating to $400 Million Debt CANDIA SAND: Case Summary & 8 Unsecured Creditors CAPITOL BANCORP: Loan for Capital Infusion to Sunrise Bank OK'd CENTRAL EUROPEAN: Affirms Support for Roust Trading Proposal CITIZENS DEVELOPMENT: Has Access to Cash Until March 31 CITIZENS DEVELOPMENT: Has Until April 30 to File Plan CLAIRE'S STORES: Completes Offering of $210 Million Senior Notes CLEAR CHANNEL: Incurs $311.7 Million Net Loss in 2012 CLUB AT SHENANDOAH: Seeks to Hire Venturi as Financial Advisor COLLEGE KNIGHTS: Case Summary & 7 Unsecured Creditors COMBAT SPORTS: Canadian Bankruptcy Given Lead Status CONQUEST SANTA: Hearing on Cash Use Continued Until March 28 COREL CORP: Will Have Enough Cash to Pay Off Debt, CEO Says COSTA BONITA: Plan Exclusivity Extended by 90 Days CROSS KEY: Voluntary Chapter 11 Case Summary CROWNROCK LP: S&P Raises CCR to 'B'; Outlook Stable CUMULUS MEDIA: Alexis Glick Replaces Eric Robison as Director DALLAS ROADSTER: U.S. Trustee Wants Dismissal or Conversion DEMCO INC: Wins Approval of $500,000 Loan From Nat'l Environmental DESERT FORAGES: Case Summary & 4 Unsecured Creditors DIONNE WARWICK: Singer Files for Bankruptcy DIOCESE OF WILMINGTON: Court OKs Dissolution of Settlement Trust DIOCESE OF WILMINGTON: Opposes Curry's Bid to Enforce Order DOLLAR GENERAL: S&P Puts 'BB+' Rating on CreditWatch Positive DTF CORPORATION: Jordan Estate Proposes Alternative Plan E-DEBIT GLOBAL: In the Process of Filing Annual Report EASTERN OREGON: Voluntary Chapter 11 Case Summary ECOSPHERE TECHNOLOGIES: Delays Form 10-K for 2012 ELBIT IMAGING: Brightman Almagor Raises Going Concern Doubt ENERGYSOLUTIONS INC: Incurs $10.8-Mil. Net Loss in 4th Quarter ENERGY FUTURE: Incurs $1.95 Billion Net Loss in Fourth Quarter ENTERTAINMENT PUBLICATIONS: Ch. 7 Trustee OK'd to Run Co. EPICEPT CORP: Immune Has Until April 15 to File Financials FAIRFIELD SENTRY: Noel's Settlement with Investors Is Approved FIRST DATA: Incurs $700.9 Million Net Loss in 2012 FIRST PLACE: Bankruptcy Case Converted to Chapter 7 FLEET CAPITAL: Fitch Affirms Ratings at 'BB' FRIENDSHIP DAIRIES: AgStar Wants 2nd Exclusivity Extension Denied FUEL DOCTOR: Chief Executive Officer Resigns FULLER BRUSH: Plan Confirmation Hearing Set for April 9 GATEHOUSE MEDIA: Considering Prepackaged Chapter 11 Filing GLOBAL ARENA: Selling Interest in Global Arena Trading for $500 GOLDEN GUERNSEY: Wisconsin Milk Plant Goes Up for Auction May 14 GRAPHIC PACKAGING: Moody's Rates New $425MM Sr. Unsec. Notes Ba3 GRAPHIC PACKAGING: S&P Rates $425 Million Senior Notes 'BB+' HARDEMAN COUNTY: Chapter 9 Case Summary HAWAII OUTDOOR: Secured Claims to Be Paid Within 60 Months HAWAII OUTDOOR: Hearing on Further Access to Cash Tomorrow HAWAII OUTDOOR: Court Denies Bank's Bid for Trustee HD SUPPLY: Amends $1 Billion Term Loan Facility with BofA HEALTHWAREHOUSE.COM INC: Presented at 25th ROTH Conference HERCULES OFFSHORE: Penn Capital Holds Class A Shares at Dec. 31 HP GOLF: Voluntary Chapter 11 Case Summary INDIANA EQUITY: Court Dismisses Chapter 11 Case INFUSYSTEM HOLDINGS: Names New CEO; Interim CEO Stepping Down INTELSAT SA: Unit Plans to Offer $1.5 Billion Senior Notes INVESTORS LENDING: Corrects BTO Plan Treatment, Confirms Plan INTELLIPHARMACEUTICS INT'L: To Raise $3.1-Mil. From Offering J.C. PENNEY: Faces Bankruptcy Risk, Says BMO Analyst JEFFERSON COUNTY: Bond Insurer Opposes Acceleration of Debt KELLIE GRETSCHMANN: Chapter 15 Case Summary LEHMAN BROTHERS: Sues Credit Agricole Over $34M Terminated Swaps LEVEL 3: Amends "Restrictive Covenant Agreement" Under Plan LSP ENERGY: Chapter 11 Plan of Liquidation Confirmed LYMAN HOLDING: Obtains Chapter 11 Plan Confirmation Order LYON WORKSPACE: Court Approves KCC Employment as Claims Agent MACCO PROPERTIES: Disclosure Statement Hearing Continued to May 30 MAG LLC: Involuntary Chapter 11 Case Summary MAKENA GREAT: Hearing on Motion to Use Collateral Set for April 3 MASHANTUCKET PEQUOT: Moody's Rates New $587MM Debt Facility 'B1' MERRIMACK PHARMACEUTICALS: Incurs $91.7 Million Net Loss in 2012 MF GLOBAL: U.S. Trustee, et al. Oppose Plan Confirmation MF GLOBAL: Inks Agreement to Settle NY Taxation Agency Claim MGM RESORTS: Case Summary & 20 Largest Unsecured Creditors MOMENTIVE SPECIALTY: 2013 Annual Incentive Plan Approved MOMENTIVE PERFORMANCE: 2012 Annual Incentive Plan Approved MOTORS LIQUIDATION: Unable to Settle Nova Scotia Litigation NAMCO LLC: Connecticut Swimming Pool Retailer Files in Delaware NATIONAL HOLDINGS: Amends 29.4 Million Shares Resale Prospectus NATIONSTAR MORTGAGE: In Settlement Talks in Loan Auctions Suit NAVISTAR INTERNATIONAL: Six Directors Elected to Board NCPC FACILITIES: Case Summary & Unsecured Creditor NEW ENTERPRISE: S&P Retains 'CCC-' Rating on CreditWatch Negative NEW ORLEANS AUCTION: Court Rejects PR Firm's $23,400 Bill NEW PEOPLES BANKSHARES: Incurs $6.3 Million Net Loss in 2012 NPS PHARMACEUTICALS: Re-Gains Worldwide Rights to Teduglutide ORCKIT COMMS: Kesselman & Kesselman Raises Going Concern Doubt OVERSEAS SHIPHOLDING: Goldmar Files Schedules of Assets & Debts OVERSEAS SHIPHOLDING: GPC Files Schedules of Assets & Debts OVERSEAS SHIPHOLDING: Grace Files Schedules of Assets & Debts OVERSEAS SHIPHOLDING: Seaways Files Schedules of Assets & Debts PALI HOLDINGS: Trustee Wins Clawback Suit Against Ex-Trader PATIENT SAFETY: Reports $17.6 Million Revenue in 2012 PEAK RESORTS: Greek Peak Ski Resort Selling for $7.6MM Cash PHYSIO-CONTROL INT'L: Tighter FDA Control is Credit Negative PLAZA VILLAGE: Section 341(a) Meeting Scheduled for April 23 QBEX ELECTRONICS: Has Final OK to Use Bank's Cash Until July 1 READER'S DIGEST: Can Retain Weil Gotshal as Bankruptcy Counsel READER'S DIGEST: Can Employ Epiq as Administrative Advisor READER'S DIGEST: Authorized to Hire Ernst & Young as Tax Provider READER'S DIGEST: Can Hire Sitrick as Communications Consultant REEVES DEVELOPMENT: Proposes 100% Recovery Plan RESIDENTIAL CAPITAL: Ambac Disputes Servicing Trigger Deals RESIDENTIAL CAPITAL: Advisors Bill $82MM for Sept.-Dec. Period RESIDENTIAL CAPITAL: Proposes $6.9-Mil. in KEIP Payments RESIDENTIAL CAPITAL: Has Settlement With People's Choice Trustee REVEL AC: Files for Chapter 11 With Prepack Plan REVEL AC: Seeks Approval of $250MM DIP Loans, $335MM Exit Loans REVEL AC: Wanst to Pay Trade Claims in Ordinary Course REVEL AC: Prepack Chapter 11 Case Summary REVEL AC: Gets Regulatory Approval for Interim CEO Appointment REVSTONE INDUSTRIES: Gellert & Werb Firms Seek Temp. Employment REVSTONE INDUSTRIES: Wants to Hire Pachulski Stang as Counsel REVSTONE INDUSTRIES: US Tool Taps Myron Bowling as Auctioneer RG STEEL: Seeks More Time to File Notices of Removal of Actions RICHFIELD EQUITIES: Court OKs Bid to Convert Case to Chapter 7 ROBERTS HOTEL: Gets Approval for $1MM Additional Financing RUMFORD PAPER: Pays $3M In FERC Power Grid Manipulation Suit RYMAN HOSPITALITY: S&P Affirms 'B+' CCR & Rates $300MM Notes 'BB' SAN DIEGO HOSPICE: New List of 19 Largest Unsecured Creditors SANTEON GROUP: Swings to $185,600 Net Income in 2012 SAWMILL GATEHOUSE: Court Dismisses Chapter 11 Case SCHOOL SPECIALTY: Bayside Argues in Favor of Make-Whole SCHUTJER BOGAR: Voluntary Chapter 11 Case Summary SOUTHERN ONE: Court Okays Hiring of Hiersche Hayward as Counsel SOUTHGOBI RESOURCES: May Default on Debenture Amid IAAC Probe SPRINGLEAF FINANCE: Incurs $220.6 Million Net Loss in 2012 STOCKTON, CA: Creditors Dispute City's Insolvency at Trial SUMMIT III: Citizens Bank Withdraws Bid for Stay Relief SWEPORTS LTD: Can Hire Weissberg & Associates as Counsel SWEPORTS LTD: Creditors' Committee Taps Neal Wolf as Counsel TCI COURTYARD: Must Confirm Plan by April 19 TECHNOLOGY PROPERTIES: Case Summary & Creditors List THERMOENERGY CORP: Incurs $1.4 Million Net Loss in 4th Quarter TRAINOR GLASS: Court Extends Exclusive Plan Filing Until May 10 TRAVELPORT LTD: Unveils Early Results of Consent Solicitations TWIN DEVELOPMENT: Section 341(a) Meeting Scheduled for April 16 U.S. SHIPPING: Moody's Assigns 'B3' Rating to US$220MM Term Loan UNITY SHIPPING: Case Summary & 20 Largest Unsecured Creditors UNIVERSAL HEALTH: Barred from Using BankUnited Cash Collateral VERTAFORE INC: S&P Affirms 'B+' Rating After Facility Amendments VIGGLE INC: Copy of Final Version of Exchange Pact with Sillerman VUZIX CORP: Swings to $323,000 Net Income in 2012 W.R. GRACE: Sues Teledyne Over Chemical-Process Patent WALTER ENERGY: Operational Restructuring No Impact on Moody's CFR WAVE SYSTEMS: Incurs $13 Million Net Loss in Fourth Quarter WENDY'S INTERNATIONAL: S&P Assigns 'BB-' Rating on Term Loan A YPG FINANCING: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable YRC WORLDWIDE: Reacts on Recent Share Price Surge * Massachusetts Courts Split on Repeat Filing Sanctions * Payroll Growth Vaults to Higher Pace at U.S. Companies * Senate Banking Chairman Is Expected to Retire * Tampa Firm Sues Ex-Managing Partner for Cover-Up * Upcoming Meetings, Conferences and Seminars ********* 1220 SOUTH: Court Dismisses Chapter 11 Case ------------------------------------------- The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida, at the behest of TD Bank N.A. and New Providence Capital Management Partners II, Limited, has dismissed 1220 South Ocean Boulevard, LLC's Chapter 11 case. On Jan. 21, 2013, the Debtor filed its plan of reorganization and its disclosure statement. On Jan. 25, 2013, the Court conditionally approved the Debtor's disclosure statement and entered a confirmation scheduling order setting various deadlines including the setting of the confirmation hearing for March 12, 2013. On Feb. 11, 2013, TD Bank filed its foreclosure action in state court. On Feb. 25, the Debtor consented to the dismissal of its case. According to the Debtor, the parties have been constantly working on a global agreement, but with a global resolution appearing unlikely, the Debtor agreed to the requests for dismissal filed by TD Bank and New Providence. ?In the alternative, the Debtor seeks dismissal of the bankruptcy due to the extremely litigious posture of the bankruptcy case and the position announced by and advanced by the objections of TD Bank and New Providence's motions, both to the Plan and the continuing Chapter 11 case,? the Debtor stated. About 1220 South Ocean Boulevard 1220 South Ocean Boulevard, LLC, filed a bare-bones 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. 1220 South Ocean is a 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., in Boca Raton, Florida, serves as counsel to the Debtor. 333-345 GREEN: Taps Weinberg Gross as Bankruptcy Counsel -------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York authorized 333-345 Green LLC, to employ Weinberg, Gross & Pergament LLP as counsel to represent and assist in the Chapter 11 case. The Debtor will employ Weinberg Gross under a general retainer. To the best of the Debtor's knowledge, Weinberg Gross is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 333-345 Green LLC filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-40085) in Brooklyn on Jan. 8, 2013. The Debtor, which is engaged in the development and management of real property, disclosed total assets of $16.0 million and liabilities of $26.9 million in its schedules. The property in 333-345 Greene Avenue, in Brooklyn, is valued at $16 million and secures a $25.2 million debt. 501 GRANT: April 9 Hearing on Plan Outline, Trustee Appointment --------------------------------------------------------------- According to a notice posted in the docket with respect to the Chapter 11 case of 501 Grant Street Partners LLC, the Court hearing has been continued to April 9 with respect to (a) the adequacy of disclosure statement; (b) the request for appointment of a trustee; (c) the lender's motion for relief from stay; (d) The U.S. Trustee's motion to dismiss/convert the case; and (e) motion to extend time to make section 1111(b) election The deadline to file a plan and disclosure statement was March 1 and any objections to the disclosure statement are due March 27, and replies are due April 2. About 501 Grant An involuntary Chapter 11 bankruptcy petition was filed against 501 Grant Street Partners LLC, based in Woodland Hills, California (Bankr. C.D. Calif. Case No. 12-20066) on Nov. 14, 2012. 501 Grant Street Partners owns the Union Trust Building in downtown Pittsburgh, Pennsylvania. It sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 12-23890) on Aug. 3, 2012, to avert a sheriff sale of the building. The August petition estimated under $50,000 in both assets and debts. In November 2012, U.S. Bankruptcy Judge Judith K. Fitzgerald dismissed 501 Grant Street Partners' Chapter 11 petition, paving for the sheriff sale of the Union Trust Building on Jan. 7, 2013. SA Challenger Inc., which acquired interest in the building's mortgage by U.S. Bank, has sought to foreclose on the Debtor's property. SA Challenger is seeking to collect $41.4 million. Earlier in November, at the lender's request, Judge Ward appointed the real estate firm CBRE to serve as receiver for the building, overseeing its operation and management until the sheriff sale takes place. The bankruptcy judge approved an involuntary Chapter 11 petition for 501 Grant, entering an order for relief on Dec. 13, 2012. The petitioning creditors are Allied Barton Security Services LLC, owed $960 for security services; Cost Company LP, $5,900 owed for masonry work; and MSA Systems Integration Inc., owed $2,401 for unpaid invoice. Malhar S. Pagay, Esq., at Pachulski Stang Ziehl & Jones LLP, represents the petitioning creditors. Attorneys at Levene, Neale, Bender, Yoo & Brill LLP represent the Debtor in the involuntary Chapter 11 proceeding. A & C PROPANE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: A & C Propane Inc. 708 West Spring Street Cookeville, TN 38501 Bankruptcy Case No.: 13-02545 Chapter 11 Petition Date: March 21, 2013 Court: United States Bankruptcy Court Middle District of Tennessee (Cookeville) Judge: Randal S. Mashburn Debtor's Counsel: Ben Hill Thomas, Esq. BHT LAW, PLLC 1105 16th Ave. South, Suite D Nashville, TN 37212 Tel: (615) 322-9191 Fax: (615) 322-1220 E-mail: ben@benhthomaslaw.com Scheduled Assets: $595,071 Scheduled Liabilities: $1,118,785 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/tnmb13-02545.pdf The petition was signed by John O. Adams, president and sole shareholder. ADEPT TECHNOLOGIES: Plan Proposes 10% Recovery to Unsec. Creditors ------------------------------------------------------------------ ADEPT Technologies, LLC, delivered to the U.S. Bankruptcy Court for the Northern District of Alabama, Northern Division, a plan of reorganization and accompanying disclosure statement proposing a 10% recovery for allowed general unsecured claims. Secured creditors will be paid according to the following terms: * First Volunteer Bank will retain its lien on the collateral securing the Debtor's $129,536 prepetition loan until the time the debt is paid in full. FVB's secured claim will be paid through monthly payments of $943 per month until the balance is paid in full. * PNC Bank's $6.2 million secured claim will be paid through the execution of a new promissory note to be secured by the same collateral upon which PNC had a lien prepetition according to its same priority. * The Debtor will restructure its $2.2 million and $135,078 secured debt with Southern Development Council, Inc., and will assume the debt according to the terms and conditions of the existing finance agreements in place. SDC will retain its lien on the collateral securing the debt until the time the debt is paid in full. Brad Fielder, who owns 51% of the outstanding membership interests in the Debtor, and Chad Fielder, who owns the remaining 49% of the Debtor's outstanding stock, will retain their equity although they won't be paid until administrative, priority and unsecured claimants have been paid. A full-text copy of the Disclosure Statement dated Feb. 28, 2013, is available for free at http://bankrupt.com/misc/ADEPTds0228.pdf About ADEPT Technologies ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama. The Debtor, which has principal assets located in Huntsville, Alabama, estimated assets of $10 million to $50 million and liabilities of up to $10 million. Judge Jack Caddell presides over the case. Kevin D. Heard, Esq., at Heard Ary, LLC, represents the Debtor as counsel. The petition was signed by Brad Fielder, managing member. ADS TACTICAL: Moody's Cuts CFR to B3 & Cuts Notes Rating to Caa1 ---------------------------------------------------------------- Moody's Investors Service downgraded ADS Tactical, Inc.'s ratings including its Corporate Family Rating to B3 from B2 and Probability of Default Rating to B3-PD from B2-PD. Concurrently, Moody's lowered the ratings on the company's senior secured notes due 2018 to Caa1 from B3. The ratings outlook is stable. Ratings downgraded: Corporate Family Rating to B3 from B2; Probability of Default Rating to B3-PD from B2-PD; $275 million senior secured notes due 2018, to Caa1 (LGD-4, 65%) from B3 (LGD-4, 67%) Outlook, stable Ratings Rationale: The ratings downgrade was prompted by Moody's expectation that credit metrics over the next twelve to eighteen months will weaken and be more reflective of a B3 CFR. Operating performance is expected to continue to be pressured by defense budget cuts including mandatory budget cuts through Sequestration and operating under a Continuing Resolution. The stable rating outlook is supported by the company's adequate liquidity profile supported by the lack of meaningful near-term debt maturities and availability under the company's revolving credit facility. ADS Tactical's B3 corporate family rating reflects the heavy concentration of the company's sales with the Department of Defense. The B3 rating considers the lower margins and high leverage metrics anticipated over the intermediate term combined with a difficult operating environment. A reduction in troop levels and lower margins on new product offerings have pressured both revenues and profitability. Furthermore, the realization of orders in the company's backlog could also be affected by funding and order delays resulting from defense budget pressures. Counterbalancing these factors are the company's well-managed execution of its niche DoD brokerage and logistics business model that has allowed the company to start selling into adjacent areas within the Department of Defense. Positively, any future dividend distributions are limited by the company's debt agreements that restrict dividends above a certain leverage threshold. The ratings also consider the value-added benefits provided to Department of Defense agencies by the company's services including the company's use of different vendors that the DoD can choose for the procurement of preferred products, extensive specialized product catalogue and low capital expenditure requirements. Ratings or their outlook could be adjusted downward if the company's liquidity position weakens, operating margins fall below 2%, or if free cash flow becomes substantially negative. Credit metrics that could result in a downgrade include Debt to EBITDA sustained in excess of 6.5 times and EBIT to Interest of less than 1.0 times. Upward rating consideration could be warranted if the company were to generate substantial consistent positive free cash flow and use cash flow towards debt reduction. The ratings could also be upgraded if the company is able to achieve EBIT/interest coverage above 2.5x and debt/EBITDA improving to and sustained below 5.5x. The principal methodology used in this rating was the Global Aerospace and Defense published in June 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. ADS Tactical Inc., through its operating subsidiary Atlantic Diving Services, Inc. headquartered in Virginia Beach, VA, provides logistics and supply chain solutions for the U.S. Department of Defense and Department of Homeland Security. AFA INVESTMENT: Cash Collateral Order Termination Date Extended --------------------------------------------------------------- AFA Investment Inc. and the agent of the Debtors' second lien secured parties have agreed to a further extension of the termination date under the Interim Cash Collateral Order through and including April 18, according to a notice filed in Bankruptcy Court. The termination date was set to expire March 19. About AFA Foods King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the largest processors of ground beef products in the United States. The Company had five processing facilities and two ancillary facilities across the country with annual processing capacity of 800 million pounds. AFA had seven facilities capable of producing 800 million pound of ground beef annually. Revenue in 2011 was $958 million. Yucaipa Cos. acquired the business in 2008 and currently owns 92% of the common stock and all of the preferred stock. AFA Foods, AFA Investment Inc. and other affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on April 2, 2012, after recent changes in the market for its ground beef products and the impact of negative media coverage related to boneless lean beef trimmings (BLBT) affected sales. Judge Mary Walrath presides over the case. Lawyers at Jones Day and Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel. FTI Consulting Inc. serves as financial advisors and Imperial Capital LLC serves as marketing consultants. Kurtzman Carson Consultants LLC serves as noticing and claims agent. As of Feb. 29, 2012, on a consolidated basis, the Debtors' books and records reflected approximately $219 million in assets and $197 million in liabilities. AFA Foods, Inc., disclosed $615,859,574 in assets and $544,499,689 in liabilities as of the Petition Date. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Chapter 11 cases of AFA Investment Inc., AFA Foods and their debtor-affiliates. The Committee has obtained approval to hire McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon LLP serves as co-counsel. The Committee also obtained approval to retain J.H. Cohn LLP as its financial advisor, nunc pro tunc to April 13, 2012. AFA, in its Chapter 11 case, sold plants and paid off the first- lien lenders and the loan financing the Chapter 11 effort. Remaining assets are $14 million cash and the right to file lawsuits. General Electric Capital Corp. and Bank of America Corp. provided about $60 million in DIP financing. The loan was paid off in July. In October 2012, the Bankruptcy Court denied a settlement that would have released Yucaipa Cos., the owner and junior lender to AFA Foods, from claims and lawsuits the creditors might otherwise bring, in exchange for cash to pay unsecured creditors' claims under a liquidating Chapter 11 plan. Under the deal, Yucaipa would receive $11.2 million from the $14 million, with the remainder earmarked for unsecured creditors. Asset recoveries above $14 million would be split with Yucaipa receiving 90% and creditors 10%. Proceeds from lawsuits would be divided roughly 50-50. AHERN RENTALS: Deloitte Okayed as Advisors, Interest Rate Expert ---------------------------------------------------------------- Ahern Rentals Inc. obtained Court permission to employ Deloitte Financial Advisory Services LLC in lieu of CRG Partners Group LLC as their financial and restructuring advisor and as their interest rate expert, nunc pro tunc to April 27, 2012. As reported by the Troubled Company Reporter on March 7, 2013, the Debtor previously engaged CRG as its financial and restructuring advisor pursuant to an engagement agreement dated Dec. 12, 2011. Thereafter, substantially all of CRG's assets, including CRG's interests in certain of CRG's bankruptcy and reorganization consulting engagement letters, inclusive of the CRG Engagement Agreement, were acquired by Deloitte FAS on April 27, 2012. Given the acquisition, the Debtor sought to employ Deloitte FAS as a financial and restructuring advisor to replace CRG. The Debtor also sought to expand the scope of Deloitte FAS's employment to include interest rate expert services. For the period prior to April 27, 2012, CRG filed appropriate fee statements as required by the Court with respect to the fees and expenses incurred by CRG and received approval and payment. No fees or expenses were incurred subsequent to April 27, 2012, the Debtor said. Deloitte FAS will be paid hourly rates currently ranging from $325 to $675, and will be reimbursed of any necessary out-of-pocket expenses. Deloitte FAS assures the Court that it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors or their estates. About Ahern Rentals Founded in 1953 with one location in Las Vegas, Nevada, Ahern Rentals Inc. -- http://www.ahern.com/-- offers rental equipment to customers through its 74 locations in Arizona, Arkansas, California, Colorado, Georgia, Kansas, Maryland, Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia and Washington. Privately held Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain an extension of the Aug. 21, 2011 maturity of its revolving credit facility. In its schedules, the Debtor disclosed $485.8 million in assets and $649.9 million in liabilities. Judge Bruce T. Beesley presides over the case. Lawyers at Gordon Silver and DLA Piper LLP (US) serve as the Debtor's counsel. The Debtor's financial advisors are Oppenheimer & Co. and The Seaport Group. Kurtzman Carson Consultants LLC serves as claims and notice agent. The Official Committee of Unsecured Creditors has tapped Covington & Burling LLP as counsel, Downey Brand LLP as local counsel, and FTI Consulting as financial advisor. Counsel to Bank of America, as the DIP Agent and First Lien Agent, are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer. Attorneys for the Majority Term Lenders are Paul Aronzon, Esq., and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy LLP. Counsel for the Majority Second Lienholder are Paul V. Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq., at Willkie Farr & Gallagher LLP. Attorney for GE Capital is James E. Van Horn, Esq., at McGuirewoods LLP. Wells Fargo Bank is represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C. Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert LLP argue for certain revolving lenders. Attorneys for U.S. Bank National Association, as successor to Wells Fargo Bank, as collateral agent and trustee for the benefit of holders of the 9-1/4% Senior Secured Notes Due 2013 under the Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard, Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland & Hart. In December 2012, the Court terminated Ahern's exclusive right to propose a plan, saying the company failed to negotiate in good faith after a year in Chapter 11. Certain holders of the Debtor's 9-1/4% senior secured second lien notes due 2013 proposed in February their own Plan to complete with Ahern's proposal. The Noteholder Group consists of Del Mar Master Fund Ltd.; Feingold O'Keeffe Capital, LLC; Nomura Corporate Research & Asset Management Inc.; Och-Ziff Capital Management Group; Sphere Capital, LLC - Series B; and Wazee Street Capital Management, LLC. They are represented by: Laurel E. Davis, Esq. FENNEMORE CRAIG JONES VARGAS 300 South Fourth Street, Suite 1400 Las Vegas, NV 89101 Telephone: (702) 692-8000 E-mail: ldavis@fclaw.com - and - Kurt A. Mayr, Esq. BRACEWELL & GIULIANI LLP Goodwin Square 225 Asylum Street, Suite 2600 Hartford, CT 06103 Email: kurt.mayr@bgllp.com - and - Daniel S. Connolly, Esq. BRACEWELL & GIULIANI LLP 1251 Avenue of the Americas, 49th Fl. New York, NY 10020 Email: daniel.connolly@bgllp.com In March 2013, the Court approved disclosure materials explaining both plans. Ahern and the lenders both propose paying unsecured claims in full. The lenders' plan fully pays unsecured creditors when the plan is implemented. The Ahern plan pays them over a year, thus giving unsecured creditors the right to vote only on the Debtor's plan. Ahern's Plan offers the junior lenders $160 million cash and new debt if they accept the plan. Otherwise, they are slated to receive all new debt, for eventual full payment. The lenders' plan pays all creditors in full other than the $267.7 million in second-lien debt that converts to equity. Plan confirmation hearing has been set for June 3 to 5, 2013. A copy of the Court-approved scheduling order with respect to the Plan confirmation hearing is available at http://is.gd/DU27CF ALLIANCE 2009: Wants Case Dismissed Amid Secured Creditors' Deal ---------------------------------------------------------------- Alliance 2009 LLC is seeking voluntary dismissal of its Chapter 11 case, saying it has reached a deal with secured creditors on the payment of their claims outside of bankruptcy. When the Debtor filed its Chapter 11 case, a significant portion of its property faced foreclosure by secured creditor, Regions Bank. However, since the Petition Date, Regions Bank transferred its claim to Hedge Capital S.A., a Luxembourg company. Hedge Capital and the Debtor have reached an agreement on the appropriate treatment of Hedge Capital's claim outside of bankruptcy, and therefore neither the Debtor nor Hedge Capital need the protections offered by the Bankruptcy Code. The Debtor also reached an agreement with remaining secured creditors -- Genworth and MidFirst Bank -- regarding the treatment of those creditors' claims outside of bankruptcy. Therefore, neither the Debtor nor their remaining secured creditors need the protections offered by the Bankruptcy Code. Based on the agreed treatment of the secured creditors, the Debtor anticipates having sufficient cash flow and funds to pay its unsecured creditors in full -- as initially proposed in the Debtor's Plan of Reorganization filed on Jan. 15, 2013. The Debtor said the case no longer serves a bankruptcy purpose, as all creditors will likely receive the full amount of their claims outside of bankruptcy and therefore do not need the protections offered by the Bankruptcy Code. The Bankruptcy Court in Nashville, Tennessee, will act on a request by Alliance 2009 to dismiss the case at a hearing April 16 at 9:00 a.m. The Debtor has not yet obtained confirmation of its plan, and therefore no discharge has been granted. A hearing has earlier been set for April 2 to consider approval of the explanatory disclosure statement. Alliance 2009 is funding the Chapter 11 proceedings with the use of cash collateral in which MidFirst and Regions Bank -- and now Hedge Capital -- assert a lien. On March 11, Judge Marian F. Harrison, who presides over the Debtor's case, issued a final order permitting the Debtor's use of cash collateral to continue operations of the properties managed by the Debtor. In exchange for the use of cash collateral, the Debtor is authorized to grant replacement liens to both Hedge Capital and MidFirst. MidFirst will also receive monthly payments of $11,779. The Debtor said it has timely made all required payments during the pendency of the case, including all fees payable to the United States Trustee. MidFirst is represented in the case by Madison L. Martin, Esq. -- Madison.martin@stites.com -- at Stites & Harbison PLLC in Nashville. Hedge Capital is represented by John H. Rowland, Esq. -- jrowland@bakerdonelson.com -- at Baker Donelson Bearman Caldwell & Berkowitz P.C. About Alliance 2009 Alliance 2009, LLC, filed a bare-bones Chapter 11 petition (Bankr. M.D. Tenn. Case No. 12-08515) on Sept. 17, 2012. Bankruptcy Judge Marian F. Harrison presides over the case. Harwell Howard Hyne Gabbert & Manner PC, serves as the Debtor's counsel. The Debtor estimated assets of $10 million to $50 million and up to debts of up to $10 million as of the Chapter 11 filing. In May, Regions Bank filed a lawsuit against Alliance 2009 and Milton A. Turner (N.D. Ala. 2:2012cv01789) for breach of contract. According to the Birmingham Business Journal, the lawsuit was on account of the Debtor's failure to pay a $7.5 million loan. The lawsuit claims the borrower failed to make payments due Oct. 15, 2011, on the $7.5 million loan made in December 2010. Mr. Turner guaranteed the debt No trustee or examiner has been appointed in the Chapter 11 Case, and a Committee of Unsecured Creditors has not been appointed. ALLIED INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Allied Industries, Inc. 11333 Vanowen Street North Hollywood, CA 91605 Bankruptcy Case No.: 13-11948 Chapter 11 Petition Date: March 21, 2013 Court: U.S. Bankruptcy Court Central District of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: Dheeraj K. Singhal, Esq. DCDM LAW GROUP, P.C. 30 N. Raymond, Suite 801 Pasadena, CA 91103 Tel: (626) 689-2407 Fax: (626) 689-2205 E-mail: dksinghal@dcdmlawgroup.com Scheduled Assets: $13,086,216 Scheduled Liabilities: $7,457,365 The petition was signed by Ernesto Gutierrez, president and chief executive officer. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Fencecorp, Inc. Trade Debt $637,780 111 N. Main Street Riverside, CA 92501 Innovate Technical Solutions Trade Debt $508,897 2730 Shadelands Drive Walnut Creek, CA 94598 Inline Distributing Co. Trade Debt $465,835 14093 Balboa Boulevard Symlar, CA 91342 Barrow's Landscaping Inc. Trade Debt $236,928 State Comp Insurance Fund Litigation $231,779 Aramsco, Inc. Trade Debt $185,076 Orion Construction Corp. Litigation $173,632 Bosco Trade Debt $103,838 Servicemaster Anytime Trade Debt $97,948 Certified Air Conditioning Trade Debt $95,122 Heavy Equipment Rentals Trade Debt $90,776 Buttacavoli Industries, Inc. Trade Debt $73,733 Interstate Con Cutting Trade Debt $72,307 United Rentals, Inc. Trade Debt $71,663 Home Depot 8503 Trade Debt $65,612 Commercial Scaffold, Inc. Trade Debt $59,099 Valencia Western Electric Litigation $58,935 Sunbelt Rental -- $57,431 Abatix Corporation Trade Debt $53,305 Allied Waste Services Trade Debt $53,110 AMERICAN AIRLINES: Wins OK for Bill Isenegger as Special Counsel ---------------------------------------------------------------- AMR Corp. won court approval to hire Bill Isenegger Ackermann AG as its special counsel. The Zurich-based law firm has provided legal services to AMR as an "ordinary course" professional since the company's bankruptcy filing. Its fees, however, have already exceeded $500,000, prompting the company to file the application pursuant to Section 327 of the U.S. Bankruptcy Code. The firm will continue to provide the same services, which include advising AMR on matters related to its operations in Switzerland and in other European countries. Bill Isenegger will be paid on an hourly basis in one-tenth hour increments in accordance with its hourly rates: Professionals Hourly Rates ------------- ------------ Partners $470 - $500 Counsel $415 - $435 Associates $360 - $410 Paraprofessionals $165 - $215 AMR will also reimburse the firm for its work-related expenses. Urs Isenegger, Esq., a partner at Bill Isenegger, disclosed in a declaration that the firm does not represent any interest adverse to AMR and its affiliated debtors. 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. 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. AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The deal is subject to clearance by U.S. and foreign regulators and by the bankruptcy judge overseeing AMR's bankruptcy case. 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: Wins Approval of Jones Day for TSA Suit ---------------------------------------------------------- AMR Corp. received approval from Judge Sean Lane to hire Jones Day as special counsel. Since AMR's bankruptcy filing, Jones Day has provided antitrust counseling, and legal services to the company's regional carrier, American Airlines Inc., in connection with a lawsuit it filed against Transportation Security Administration. In November 2012, Jones Day's fees exceeded the monthly cap for "ordinary course" professionals, prompting AMR to file an application to employ the firm pursuant to Section 327 of the U.S. Bankruptcy Code. Jones Day will charge for its services on an hourly basis in one- tenth hour increments. Its current hourly rates range from $750 to $950 for partners, $425 to $625 for associates, and $325 to $375 for paraprofessionals. The firm will also receive reimbursement for work-related expenses. The firm doesn't have any connection with creditors or other parties adverse to AMR and its affiliated debtors, according to a declaration by Lawrence Rosenberg, Esq., a partner at Jones Day. 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. 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. AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The deal is subject to clearance by U.S. and foreign regulators and by the bankruptcy judge overseeing AMR's bankruptcy case. 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: May Hire Covington as Special Counsel -------------------------------------------------------- AMR Corp. received approval to hire Covington & Burling LLP as its special counsel. AMR previously hired the firm as an "ordinary course" professional. Covington's fees, however, have exceeded $500,000 over the course of AMR's Chapter 11 case, prompting the company to hire the firm pursuant to Section 327 of the U.S. Bankruptcy Code. Covington will be paid on an hourly basis in one-tenth hour increments in accordance with its hourly rates, which range from $620 to $995 for partners and counsel, $290 to $615 for associates, and $205 to $370 for paraprofessionals. The firm will also receive reimbursement for work-related expenses. Covington firm will provide AMR with a 15% discount off of its standard rates due to their long-standing client relationship and volume of work performed, according to court filings. Nigel Howard, Esq., a partner at Covington, said the firm does not represent any interest adverse to AMR and its affiliated debtors. 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. 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. AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The deal is subject to clearance by U.S. and foreign regulators and by the bankruptcy judge overseeing AMR's bankruptcy case. 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: Committee Wins OK for Heidrick as Consultant --------------------------------------------------------------- The Official Committee of Unsecured Creditors in AMR Corp.'s cases won approval from the U.S. Bankruptcy Court in Manhattan for approval to hire Heidrick & Struggles as its consultant. The committee tapped Heidrick to assist in the recruitment of new non-executive directors, and in the assessment of the new board structure for the new American Airlines Inc. The move came after the airline's parent AMR Corp. and US Airways Group Inc. announced an $11 billion deal, which calls for the merger of the two airlines to create a premier global carrier. Heidrick will be compensated for services rendered at a flat rate of $650,000, invoiced in monthly increments of $200,000 each. The firm will also receive reimbursement for work-related expenses. The firm is a "disinterested person" as defined by Section 101(14) of the Bankruptcy Code and does not hold or represent interest adverse to the interests of the AMR estate, according to a declaration by Heidrick Vice-Chairman Theodore Dysart. 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. 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. AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The deal is subject to clearance by U.S. and foreign regulators and by the bankruptcy judge overseeing AMR's bankruptcy case. 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: Defends Exec Bonuses Ahead of Merger Hearing --------------------------------------------------------------- Joseph Checkler, writing for Dow Jones Newswires' Daily Bankruptcy Review, reported that American Airlines parent AMR Corp. continues to defend its merger with US Airways Group Inc., saying bonuses and raises it plans to dole out don't need to comply with the Bankruptcy Code. 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. 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. AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The deal is subject to clearance by U.S. and foreign regulators and by the bankruptcy judge overseeing AMR's bankruptcy case. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. * * * AMR Corporation in February filed with the U.S. Securities and Exchange Commission copies of a settlement agreement and an agreement and plan of merger in connection with the Company's proposed merger with US Airways Group, Inc. A copy of the Support and Settlement Agreement is available at: http://is.gd/xN9xaC A copy of the Agreement and Plan of Merger is available at: http://is.gd/rH3FSv AMERICAN CAMPUS: Moody's Assigns (P)Ba1 Preferred Shelf Rating -------------------------------------------------------------- Moody's Investors Service assigned a senior unsecured rating of Baa3 to the new notes issued by American Campus Communities LP and revised the rating outlook to positive from stable. The ratings agency also affirmed the issuer rating at Baa3. The following ratings were assigned with a positive outlook: American Campus Communities Operating Partnership LP $300 million notes due 2023 -- Baa3 senior unsecured. American Campus Communities, Inc. -- (P)Ba1 preferred shelf. American Campus Communities Operating Partnership LP -- (P)Baa3 senior unsecured shelf. The following rating was affirmed with a positive outlook: American Campus Communities, Inc. -- Baa3 issuer rating. Ratings Rationale: "ACC has delivered on its goal to strengthen its balance sheet by increasing the level of unencumbered assets while reducing secured debt," said Chris Wimmer, vice president at Moody's. "They have accomplished this while increasing in size and simultaneously improving key metrics, such as fixed charge coverage and effective leverage." An important driver of the positive outlook is the level of secured debt and unencumbered assets on ACC's balance sheet as it transitions to an unsecured borrowing platform. The former was reduced to 29.0% at YE12 from 34.4% as of second quarter of 2011 and the latter increased to 52.1% from 34.5%, and Moody's expects further improvement. One metric which ACC has not improved over this timeframe is net debt to EBITDA, which after adjusting for recent large acquisitions is 7.0x; Moody's concerns are mitigated by the notable improvement in other credit factors, including higher fixed charge coverage (3.4x YE12 from 2.8x at 6/30/11) and gross assets ($5.6 billion from $2.9 billion). The development pipeline is manageable at 8.6% of gross assets, in Moody's opinion. Key credit challenges to ACC include a modestly high level of secured debt and an unencumbered portfolio which is somewhat smaller than what Moody's would expect at this rating level, though it expects continued improvement. In addition, nearly the entire portfolio re-leases on an annual basis given the nature of the student housing business, in contrast to most traditional commercial property types, for which expirations tend to have even distribution throughout the year. Moody's is also concerned by the financial stress hitting students and colleges as a result of the recession, as well as the prolonged period of high unemployment which may cause some to question the value of a college education. The rating outlook is positive, reflecting Moody's expectations that ACC will continue to reduce secured debt and further unencumber its balance sheet, and bring its credit profile in line with a higher rating. Moody's would expect to raise the rating should ACC maintain secured debt levels close to 25% or lower and unencumbered assets above 50% of gross assets or higher while reducing net debt to below 6x EBITDA and maintaining other metrics at current levels or better. Alternatively, net debt increasing above 7.5x EBITDA (adjusted for acquisitions) and fixed charge coverage below 3x or lower would cause Moody's to return the outlook to stable. Any indication that ACC was reversing course on its path to unsecured borrowing, such as increasing secured debt or lower unencumbered assets would put downward pressure on the rating. The last rating action with respect to ACC was on October 25, 2011, when the company was assigned an issuer rating of Baa3 with a stable outlook. This was the first time Moody's assigned a rating to ACC. The principal methodology used in this rating was Moody's Approach for REITs and Other Commercial Property Firms published in July 2010. American Campus Communities, Inc. [NYSE: ACC] is a real estate investment trust headquartered in Austin, Texas and is a major developer, owner and manager of student housing communities in the United States. American Campus Communities owns 160 student housing properties containing approximately 98,800 beds. Including its owned and third-party managed properties, ACC's total managed portfolio consists of 187 properties with approximately 121,300 beds. AMERICAN WEST: First Amended Plan Declared Effective ---------------------------------------------------- American West Development, Inc., fdba Castlebay 1, Inc., its First Amended Chapter 11 Plan of Reorganization filed Oct. 15, 2012, and confirmed by the Bankruptcy Court in an order dated Feb. 14, 2013, became effective as of March 15. Tim O'Reiley, writing for Las Vegas Review-Journal, reported in February that, as a result of a deal reached with lenders before the case began, $162 million in debt will be reduced to $49.6 million. The banks agreed to give up their claim to a $112.4 million shortfall, creating the financial room to repay small creditors without any collateral. American West president Robert Evans estimated they could receive as much as 80% of the $2.3 million they are owed. According to the Las Vegas Review-Journal report, company founder and majority owner Lawrence Canarelli would alos kick in $10 million in cash to effectively buy back the company. Of that, $1.5 million would fund a trust to compensate people for any construction defects found in their homes. The report also noted that home buyers can take a one-time payment, calculated at $216 in voting records pertaining to the case, in return for giving up any future claims of shoddy workmanship. One-time residential developer James L. Moore, who will oversee the trust, estimated that the claims could run as high as $20.9 million but would likely amount to only a small fraction of that. Besides the cash, the trust could pick up funding from certain legal claims and insurance. According to a prior report by the Troubled Company Reporter, the Bankruptcy Court on Oct. 29, 2012, denied confirmation of American West's initial plan. The U.S. Trustee raised objections to the previous iteration of the Plan, blocked the plan, and forced American West to file a new version. About American West American West Development, Inc. -- fdba Castlebay 1, Inc., et al. -- is a homebuilder in Las Vegas, Nevada, founded on July 31, 1984. Initially, AWDI was known as CKC Corporation, but later changed its name. AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 12-12349) on March 1, 2012. Judge Mike K. Nakagawa presides over the case. Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's bankruptcy counsel. Nathan A. Schultz, P.C., is AWDI's conflicts counsel. AWDI hired Garden City Group as its claims and notice agent. American West disclosed $55.39 million in assets and $208.5 million in liabilities as of the Chapter 11 filing. James L. Moore, as future claims representative in the Chapter 11 case of American West Development, Inc., tapped the law firm of Field Law Ltd. as his counsel. ARCHDIOCESE OF MILWAUKEE: Pre-Bankr. Deals With Victims Okayed -------------------------------------------------------------- The Archdiocese of Milwaukee received the green light from U.S. Bankruptcy Judge Susan Kelley of the U.S. Bankruptcy Court for the Eastern District of Wisconsin to honor its pre-bankruptcy agreements with sex abuse victims. The court order authorizes the archdiocese to pay $92,000 to settle the claims of 22 sex abuse victims, and to pay those claims by installments within this year. In case the archdiocese doesn't have enough funds to make similar payments to other sex abuse victims who are not parties to the agreements, those funds may be recouped, according to the court order. The unsecured creditors' committee previously complained about the settlements, saying they favor the 22 sex abuse victims at the expense of other claimants. The archdiocese countered that the 22 victims should be treated differently since they have enforceable claims against the archdiocese while the other claimants don't have. Prior to the archdiocese's bankruptcy filing, 192 victims settled their claims through a mediation program. While the terms of the settlement agreements vary, the archdiocese owed about $702,000 to 22 victims as of January 4, 2011. About Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) ARCHDIOCESE OF MILWAUKEE: Claimants Want Deposition Public ---------------------------------------------------------- A group of claimants represented by Jeff Anderson & Associates P.A. filed court papers requesting that the deposition of New York Archbishop Timothy Dolan be released to the public. The deposition taken on Feb. 20 reportedly allowed the cardinal to talk about his decision nine years ago to publicize the names of priests who had abused children, and how he responded to the tragedy of past clergy sexual abuses while he was serving as archbishop of Milwaukee About Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) ARCHDIOCESE OF MILWAUKEE: Judge Refuses to Sequence Ch. 11 Case --------------------------------------------------------------- U.S. Bankruptcy Judge Susan Kelley denied the request by a group of claimants to sequence the bankruptcy case of the Archdiocese of Milwaukee. In a two-page decision, Judge Kelley denied the group's request to sequence the case but she allowed objections to certain claims to proceed including those asserted by sex abuse victims identified as Claimants A-12, A-13, A-32 and A-85. A full-text copy of the court order is available without charge at http://bankrupt.com/misc/Church_OrdMilwaukeeSequence.pdf Last month, the archdiocese filed an objection to the group's request, saying it would delay the bankruptcy case from moving toward the filing and confirmation of a plan of reorganization. The request also drew flak from Stonewall Insurance Co. and a group of insurers referred to as London Market Insurers. The insurers are defendants in the lawsuits filed by the archdiocese, which asserts claims for coverage under their insurance policies. About Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) AVANTAIR INC: CFO Quits to Pursue Other Opportunities ----------------------------------------------------- The Chief Financial Officer of Avantair, Inc., Carla Stucky, resigned her position with the Company to pursue other opportunities effective March 14, 2013. Ms. Stucky will remain with the Company in order to transition her previous responsibilities through March 28, 2013. About Avantair Inc. Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR) -- http://www.avantair.com/-- sells fractional ownership interests in, and flight hour card usage of, professionally piloted aircraft for personal and business use, and the management of its aircraft fleet. According to AvData, Avantair is the fifth largest company in the North American fractional aircraft industry. Avantair also operates fixed flight based operations (FBO) in Camarillo, California and in Caldwell, New Jersey. Through these FBOs and its headquarters in Clearwater, Florida, Avantair provides aircraft maintenance, concierge and other services to its customers as well as to the Avantair fleet. The Company's balance sheet at Dec. 31, 2012, showed $81.56 million in total assets, $120.25 million in total liabilities, $14.84 million in series a convertible preferred stock, and a $53.53 million total stockholders' deficit. BAUSCH & LOMB: Dividend Payment No Impact on Moody's B2 CFR ----------------------------------------------------------- Moody's Investors Service said that Bausch and Lomb Incorporated's disclosure in its S-1 filing, dated March 22, that it has paid a $772 million dividend to its equity sponsors and has funded this with a new holding company bank loan is credit negative, but does not result in a change in Bausch's ratings (B2 CFR). Headquartered in Rochester, New York, Bausch & Lomb Incorporated is a leading worldwide provider of eye care products, including contact lens, lens care, ophthalmic pharmaceuticals, and surgical products. Bausch & Lomb was acquired by Warburg Pincus, a private equity firm in October 2007. BAUSCH & LOMB: S&P Revises Outlook to Positive & Affirms 'B+' CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Rochester, N.Y.-based Bausch & Lomb Inc. to positive from stable. The 'B+' corporate credit rating is affirmed. At the same time, S&P affirmed its 'B+' issue-level rating on the company's senior secured debt. The recovery rating on this debt is '3', indicating S&P's expectation for meaningful (50%-70%) recovery of principal in the event of a payment default. S&P also affirmed its 'B' issue-level rating on the company's senior unsecured debt. The recovery rating on this debt is '5' (10%-30% recovery expectation). The company expects to use the proceeds of the IPO, anticipated in mid 2013, to repay the bridge loan. Proceeds in excess of $700 million will be used for working capital and other general corporate purposes, which may include funding strategic acquisitions and repayment of other indebtedness. Bausch & Lomb's consolidated debt leverage increases to almost 7x as a result of the holding company debt and revolver drawdown. If the IPO does not proceed and the bridge loan remains outstanding, S&P estimates that debt leverage would fall to under 6.5x at year- end 2013 as the outstanding revolver balance declines and EBITDA increases. This financial metric as well as the company's adequate liquidity support S&P's affirmation of its ratings on the company ratings at this time. The rating on Bausch & Lomb Inc. reflects its "satisfactory" business risk profile and "highly leveraged" financial risk profile. The "satisfactory" business risk profile is evidenced by diversity in ophthalmology product offerings (vision care, pharmaceuticals, and surgical), a vast global network and brand recognition, ongoing strong performance in the pharmaceuticals segment, and an improving product pipeline. These strengths are offset by an EBITDA margin that is currently weak relative to medical device and pharmaceutical company peers, and competitive pressures. The adjusted debt-to-EBITDA ratio of 5.5x and funds from operations to debt of 8% at year end 2012, which modestly weaken as a result of the holdco debt, remain commensurate with the company's "highly leveraged" financial risk profile. S&P's positive rating outlook on Bausch & Lomb reflects the potential for material deleveraging within a year. S&P could raise its ratings on the company if the IPO is successful, the bridge loan is repaid, additional debt is retired, and S&P believes that debt leverage will remain between 4.5x and 5x. However, if the IPO is unsuccessful and the bridge loan remains outstanding, S&P would revise its outlook to stable. Although unexpected, a sizeable acquisition that would precipitate a revolver drawdown and signal a more aggressive financial policy could also cause S&P to revise the outlook to stable. BERNARD L. MADOFF: $410M Deal Should Go Forward, Attys. Argue ------------------------------------------------------------- Richard Vanderford of BankruptcyLaw360 reported that a $410 million settlement between New York state and Madoff feeder fund manager J. Ezra Merkin should go forward despite the Madoff bankruptcy trustee's efforts to derail it, lawyers on both sides of the deal argued Monday. Irving Picard, the trustee in charge of recovering money for Madoff's direct victims, is interfering with the deal because of a God complex, lawyers for Merkin and the state argued at a hearing before U.S. District Judge Jed S. Rakoff in Manhattan, the BLaw360 report related. 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.). BERNARD L. MADOFF: Court to Rule on Merkin Settlement by April 15 ----------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes that the trustee liquidating Bernard L. Madoff Investment Securities LLC will be told by April 15 whether he succeeded in stopping a $410 million settlement between New York Attorney General Eric Schneiderman and feeder fund manager J. Ezra Merkin. According to the report, U.S. District Judge Jed Rakoff heard lawyers argue for almost three hours March 25 on the question of whether Mr. Schneiderman is entitled to pay most of the settlement to investors in Mr. Merkin's three feeder funds. Irving Picard, the Madoff trustee, says he's entitled to recover first from Mr. Merkin, to insure the recovery goes to all Madoff victims, not just a subset like the feeder fund investors. The report recounts that the attorney general sued Mr. Merkin in state court in 2009. The settlement calls for Mr. Merkin to pay $410 million. Mr. Picard has his own lawsuit in bankruptcy court where he is aiming to recover $560 million from Mr. Merkin. The attorney general hasn't said exactly how much will go to Mr. Merkin's investors and how much can be used by Mr. Merkin to defend Mr. Picard's lawsuit. Judge Rakoff said he will issue his decision by April 15. The judge didn't indicate how he will rule. The report relates that Mr. Picard's lawyer David Sheehan from Baker & Hostetler LLP argued that Mr. Merkin knew Madoff was orchestrating a fraud and received hundreds of millions of dollars in fees by funneling money into the Ponzi scheme through the feeder funds he managed. Mr. Picard is seeking to halt the settlement with Mr. Schneiderman from fear Mr. Merkin will have little left to pay a judgment or settlement once he gives $410 million to the attorney general. Much of the Madoff trustee's argument is based on the idea that money Mr. Merkin would pay in settlement was stolen from customers and therefore belongs to the bankrupt estate. At one point in the argument, Judge Rakoff said it's "not so self-evident that the attorney general can recover if it's from stolen property that belongs to the estate." Perhaps also pertinent to Judge Rakoff's decision, David Ellenhorn, Esq., a lawyer for the New York attorney general, said the $410 million represents the "vast, vast bulk" of Mr. Merkin's assets. The report relates Judge Rakoff began the hearing by posing the question of whether Mr. Picard waited too long before attempting to stop the attorney general's lawsuit against Mr. Merkin. Mr. Ellenhorn pointed out that, under a legal doctrine known as laches, the attorney general's suit against Mr. Merkin was pending for more than three years before Mr. Picard filed papers to stop the proceedings. Another issue raised by Judge Rakoff was whether there is property of the Madoff estate involved to form the basis for a federal court to step in and stop the attorney general's suit in state court. According to the report, when Judge Rakoff issues his decision next month, he can pick between decisions handed down in the last month in Madoff disputes, one favoring Mr. Picard and other coming down on the side of Mr. Schneiderman. The U.S. Court of Appeals in Manhattan ruled in Mr. Picard's favor on Feb. 20 by deciding that only Mr. Picard could sue based on claims that belong to all Madoff customers. Coming down with the opposite result, U.S. District Judge Victor Marrero issued an opinion on March 20 telling Mr. Picard he can't stop investors in another feeder fund from suing that fund's managers. Judge Rakoff pointed out that neither decision is binding on him. The appeals court decision was a so-called summary ruling that's not supposed to be binding on lower courts. Judge Marrero's decision as one district judge isn't binding on Judge Rakoff, another district judge in the same courthouse. The dispute is now in Judge Rakoff's court because Mr. Picard filed suit last year in bankruptcy court to stop the settlement. Judge Rakoff took the suit out of bankruptcy court. The dispute with Schneiderman in district Court is Picard v. Schneiderman, 12-cv-06733, U.S. District Court, Southern District of New York (Manhattan). The lawsuit with Schneiderman in bankruptcy court is Picard v. Schneiderman, 12-bk-01778, 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.). BEST UNION: Disclosure Statement Hearing Set for April 3 -------------------------------------------------------- A hearing for approval of the disclosure statement explaining The Best Union, LLC's Chapter 11 Plan is set for April 3, 2013, at 9.30.m. The Plan proposes to liquidate the office building located in West Covina, California, in order to make payments proposed under the Plan. The secured claims of Bank of China, SPCP Group V, LLC, will be paid in full and the lenders will retain their liens securing the debts until the debts are paid or the West Covina Property is sold. General unsecured claims will be paid 100%. A full-text copy of the Disclosure Statement dated Feb. 27, 2013, is available for free at: http://bankrupt.com/misc/THEBESTds0227.pdf About The Best Union West Covina, California-based, The Best Union LLC, owns properties in West Covina and Fresno, California. Bank of China and SPCP Group V, LLC, have secured claims of $5.888 million and $2.255 million, respectively. The West Covina property generated income of $752,000 last year. The Fresno property generated income of $251,000 in 2011. The Company filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-32503) on June 28, 2012. Bankruptcy Judge Peter Carroll presides over the case. Mufthiha Sabaratnam, Esq., at Sabaratnam and Associates represents the Debtor in its restructuring effort. The Debtor has scheduled assets of $11,431,364, and scheduled liabilities of $9,195,179. The petition was signed by James Lee, manager. BLACK DAVIS: Dispute With Frontier Insurance Goes to Trial ---------------------------------------------------------- Bankruptcy Judge Mary D. France denied the request of Frontier Insurance Company in Rehabilitation seeking partial summary judgment in its favor in the adversary commenced by Black, Davis and Shue in which BDS asserted various counterclaims to Frontier's proofs of claim. In October 2000, Frontier Insurance Company and BDS agreed to enter into AN Agency Agreement whereby FIC would act as a fronting insurance carrier for a professional employee organization program and BDS would serve as Frontier's agent. Both parties assert that the other party breached the Agency Agreement. FIC filed suit against BDS in the Southern District of New York in 2005. After an adverse ruling by the district court, BDS filed for Chapter 11 bankruptcy (Bankr. M.D. Pa. Case No. 06-00051) in 2006. Before BDS filed its petition, FIC had been placed into receivership under New York state law. In April 2006, Frontier Insurance Company in Rehabilitation filed proofs of claims of $3,115,613 and $2,885,515 in BDS' Chapter 11 case. The Debtor objected to Frontier's claims and filed counterclaims, which were incorporated in the Complaint that commenced the adversary case. Five of the original eight counts were dismissed in Opinions issued by the Bankruptcy Court on Feb. 2, 2012, and June 27, 2012. BDS is currently pursuing the three remaining counts of breach of contract, unjust enrichment, and breach of the covenant of good faith. In the February 2012 Opinion, the Court held that BDS breached the Agency Agreement when it collected total premiums of at least $3,651,936, but remitted only $597,000 of those funds to Frontier. The Debtor also breached the Agency Agreement by transferring $1,563,720 of the total collected premiums to Congressional Re, a third party. Frontier asserts that its remaining claim against BDS for premiums that were collected and not remitted ($1,491,216) exceeds any potential counterclaim the Debtor can assert against Frontier. Therefore, Frontier argues, summary judgment should be granted in its favor on the amount that the Court has determined that Debtor wrongfully transferred to a third party -- $1,563,720. At this juncture, the three counts of BDS's Complaint have not been decided. In its breach of contract claim, BDS asserts that it is entitled to actual damages of up to $1.2 million against Frontier. BDS's claims for unjust enrichment and breach of good faith do not contain an estimate of damages other than to state that the amount of each claim exceeds $75,000. Frontier's request for partial summary judgment does not attack the substance of BDS's three remaining claims, but asserts that its remaining claim of $1,491,216 will exceed the amount of damages asserted in Debtor's counterclaim. Therefore, Frontier requests partial judgment in the amount of $1,563,720, which Frontier asserts would not be subject to offset against BDS's claims against Frontier. "Given the complexity of the allegations in the matter before me, the acrimony on both sides that has marred the progress of discovery, and the fact that Frontier's placement into receivership may have hampered its ability to produce all requested materials, I am loathe to decide that Debtor's ongoing discovery efforts will prove fruitless. For this reason as well, partial summary judgment must be denied," ruled Judge France. The case before the Court is, FRONTIER INSURANCE COMPANY IN REHABILITATION, Claimant v. BLACK, DAVIS and SHUE AGENCY, INC., Objectant; and BLACK, DAVIS and SHUE AGENCY, INC., Plaintiff v. FRONTIER INSURANCE COMPANY IN REHABILITATION, Defendant, Adv. Proc. No. 1-11-ap-00160MDF (Bankr. M.D. Pa.). A copy of the Court's March 20, 2013 Opinion is available at http://is.gd/D8Trsw from Leagle.com. BLUE BANNER: Case Summary & 4 Unsecured Creditors ------------------------------------------------- Debtor: Blue Banner, LLC 5251 South Santa Fe Avenue Vernon, CA 90058 Bankruptcy Case No.: 13-17230 Chapter 11 Petition Date: March 20, 2013 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Neil W. Bason Debtor's Counsel: David S. Kupetz, Esq. SULMEYER KUPETZ 333 S. Hope Street, 35th Floor Los Angeles, CA 90071 Tel: (213) 626-2311 E-mail: dkupetz@sulmeyerlaw.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 four largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/cacb13-17230.pdf The petition was signed by Kimmy Song, manager. BRIER CREEK: Exclusive Period to Confirm Plan Extended to May 17 ---------------------------------------------------------------- The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court granted Brier Creek Corporate Center Associates Limited Partnership, et al.'s request to extend the exclusive period to confirm a plan of reorganization through May 17, 2013. On Jan. 3, 2013, the Debtors' time and exclusive period to file a disclosure statement and proposed plan of reorganization was extended to Jan. 21, and the Debtors' exclusive period to confirm a plan of reorganization was extended to March 22. On Jan. 21, the Plan and Disclosure Statement was filed. The confirmation hearing on the Plan has not been set by the Court. The Debtors said in a filing dated Jan. 22 that given the complexity and the contested nature of these consolidated cases, as well as the uncertainty as to the length of the confirmation hearing and the date by which the hearing will be concluded, the Debtors anticipate that they may not be able to conclude any evidentiary hearing on the confirmation of the Plan by the current deadline to confirm the Plan. About Brier Creek Corporate Brier Creek Corporate Center Associates Limited and eight other related entities affiliates filed for Chapter 11 protection (Bankr. E.D.N.C. Lead Case No. 12-01855) on March 9, 2012. The Debtors own real property located in Wake County, North Carolina and Mecklenburg County, North Carolina. In most instances, the real property owned by the Debtors consists of land upon which is constructed commercial or industrial buildings consisting of office, service or retail space. The other debtors are Brier Creek Office #4, LLC; Brier Creek Office #6, LLC; Service Retail at Brier Creek, LLC; Service Retail at Whitehall II Limited Partnership; Shopton Ridge 30-C, LLC; Whitehall Corporate Center #4, LLC; Whitehall Corporate Center #5, LLC; and Whitehall Corporate Center #6, LLC. Brier Creek is a 106-acre development that is to have 2.8 million square feet of commercial space. Whitehall has 146 acres and will have 4 million square feet on completion. Brier Creek Corporate scheduled assets of $19,713,147 and liabilities of $18,086,183. Judge Stephani W. Humrickhouse oversees the case. Northen Blue, LLP, serves as counsel to the Debtors. C. Richard Rayburn, Jr. and the firm Rayburn Cooper & Durham, P.A., serve as special counsel. Grant Thornton LLP is the accountant. Bidencope & Associates was hired as appraiser. The petitions were signed by Terry Bradshaw, vice president. Brier Creek's other affiliated entities are Cary Creek Limited Partnership; Shopton Ridge Business Park Limited Partnership; AAC Retail Property Development and Acquisition Fund, LLC; American Asset Corporation Companies Limited; and American Asset Corporation. Cary Creek Limited Partnership filed a voluntary petition on Jan. 3, 2013. By order entered Jan. 10, 2013, the bankruptcy case of Cary Creek Limited Partnership was consolidated with the other debtors' cases and all of the cases are now being jointly administered for procedural purposes only. BRIER CREEK: Court Determines Value of Certain Properties --------------------------------------------------------- The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the Eastern District of North Carolina entered a supplemental order that provides for a valuation of certain properties of Brier Creek Corporate Center Associates Limited Partnership, et al. The order supplements the Dec. 18, 2012, order regarding valuation which directed parties to submit a valuation for the Service Retail at Whitehall II, Whitehall Corporate Center IV, Whitehall Corporate Center V, Whitehall Corporate Center VI and Service Retail at Brier Creek properties, using a discounted cash flow analysis comprised of the factors determined by the Court on Jan. 4, 2013. Based upon the submissions of the parties, the Court finds the value of these properties to be: 1. Service Retail at Whitehall II -- $2,239,000 2. Whitehall Corporate Center IV -- $27,212,000 3. Whitehall Corporate Center V -- $16,722,000 4. Whitehall Corporate Center VI -- $13,623,000 5. Service Retail at Brier Creek -- $5,723,000 The order is intended to constitute a preliminary ruling which will ultimately be incorporated into a final order regarding confirmation and is submitted as such to aid the parties in the formulation and negotiation of a plan of reorganization. About Brier Creek Corporate Brier Creek Corporate Center Associates Limited and eight other related entities affiliates filed for Chapter 11 protection (Bankr. E.D.N.C. Lead Case No. 12-01855) on March 9, 2012. The Debtors own real property located in Wake County, North Carolina and Mecklenburg County, North Carolina. In most instances, the real property owned by the Debtors consists of land upon which is constructed commercial or industrial buildings consisting of office, service or retail space. The other debtors are Brier Creek Office #4, LLC; Brier Creek Office #6, LLC; Service Retail at Brier Creek, LLC; Service Retail at Whitehall II Limited Partnership; Shopton Ridge 30-C, LLC; Whitehall Corporate Center #4, LLC; Whitehall Corporate Center #5, LLC; and Whitehall Corporate Center #6, LLC. Brier Creek is a 106-acre development that is to have 2.8 million square feet of commercial space. Whitehall has 146 acres and will have 4 million square feet on completion. Brier Creek Corporate scheduled assets of $19,713,147 and liabilities of $18,086,183. Judge Stephani W. Humrickhouse oversees the case. Northen Blue, LLP, serves as counsel to the Debtors. C. Richard Rayburn, Jr. and the firm Rayburn Cooper & Durham, P.A., serve as special counsel. Grant Thornton LLP is the accountant. Bidencope & Associates was hired as appraiser. The petitions were signed by Terry Bradshaw, vice president. Brier Creek's other affiliated entities are Cary Creek Limited Partnership; Shopton Ridge Business Park Limited Partnership; AAC Retail Property Development and Acquisition Fund, LLC; American Asset Corporation Companies Limited; and American Asset Corporation. Cary Creek Limited Partnership filed a voluntary petition on Jan. 3, 2013. By order entered Jan. 10, 2013, the bankruptcy case of Cary Creek Limited Partnership was consolidated with the other debtors's cases and all of the cases are now being jointly administered for procedural purposes only. CALIFORNIA PIZZA: Moody's Rates Amended $400MM Debt 'B2' -------------------------------------------------------- Moody's Investors Service assigned a B2 rating to California Pizza Kitchen, Inc.'s proposed amended $370 million first lien senior secured term loan B and $30 million first lien revolver. In addition, Moody's affirmed the B3 Corporate Family Rating. Moody's also lowered the company's Probability of Default rating (PDR) to Caa1-PD from B3-PD. The rating outlook is stable. Ratings Rationale: CPK is currently in the process of amending its bank facility to increase the size of the term loan B to $370 million from $257 million. Proceeds from the increase in the term loan B and cash on hand will be used to repay the company's existing $75 million 12% second lien term loan due 2018, fund a $50 million special dividend to shareholders and pay fees and expenses. The amendment will also eliminate the facilities' fixed charge coverage covenant, leaving adjusted leverage as its only financial maintenance covenant. The affirmation of CPK's B3 CFR reflects its high leverage as of October 1, 2012, of about 7.0 times (pro-forma for the proposed refinancing of its bank facility and including Moody's standard adjustments but excluding the debt adjustment for preferred stock). The ratings also incorporate CPK's weak same store sales performance, modest scale and geographic concentration relative to comparable casual dining concepts. The ratings are supported by CPK's high level of brand awareness, various cost saving initiatives, and good liquidity. The ratings also incorporate the benefits from the proposed bank amendment which should reduce interest expense by approximately $7.0 million annually despite increasing financial leverage by just over half a turn. The lowering of the PDR to Caa1-PD from B3-PD reflects the proposed change to an all first lien debt capitalization and Moody's assumptions regarding default probability in the absence of debt cushion below the first lien lenders. Ratings assigned are: $30 million senior secured 1st lien revolver due July 7, 2016 rated B2 (LDG3, 30%) $370 million senior secured 1st lien TL B due July 7, 2017 rated B2 (LDG3, 30%) Ratings affirmed are: Corporate Family Rating of B3 $30 million senior secured 1st lien revolver due July 7, 2016 at B2 (LGD3, 38%)* $260 million senior secured 1st lien TL B due July 7, 2017 at B2 (LGD3, 38%)* Rating downgraded; Probability of Default rating to Caa1-PD from B3-PD * Ratings to be withdrawn upon close of the refinancing. The stable outlook reflects Moody's view that a gradual improvement in same store sales along with further cost saving initiatives will better position the company in the B3 rating category. Moreover, with capital spending limited to required maintenance and refurbishments, and debt reduction in excess of mandatory amortization due to required excess cash flow payments, credit metrics should strengthen over the intermediate term. The ratings could be downgraded if the company fails to strengthen debt protection metrics from pro forma levels over the next year due to weak same store sales, failure to realize anticipated cost savings or lower than expected cash flow generation. A material deterioration in liquidity could also pressure the ratings. The ratings could be upgraded if the company demonstrates positive same store sales performance and improving profitability such that Debt to EBITDA (excluding the preferred adjustment) is expected to be sustained near 5.5 times and EBITDA less Capex coverage of interest at over 2.0 times. An upgrade would also require the maintenance of good liquidity. The principal methodology used in this rating was the Global Restaurant Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. California Pizza Kitchen, Inc. is an owner, operator and franchisor with approximately 268 casual dining restaurants in 34 states and 12 countries. Annual revenues are about $630 million. CALIFORNIA PIZZA: S&P Assigns 'B' Rating to $400 Million Debt ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' issue-level rating to Los Angeles-based California Pizza Kitchen Inc.'s $400 million credit facility, which includes a $370 million five- year term loan and a $30 million five-year revolver. The recovery rating is '3', indicating S&P's expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. At the same time, S&P affirmed its 'B' corporate credit rating and revised the outlook to stable from negative. In addition to upsizing the term loan, the company is also repricing the debt and removing one covenant for fixed charges. CPK will use cash and the proceeds from the term loan to pay a dividend to private equity owner Golden Gate Capital, refinance its existing term loan B and unrated second lien debt, and pay fees and expenses. "The outlook revision is based on the company's continued operational improvement under new management," said Standard & Poor's credit analyst Diya Iyer. The speculative-grade rating on CPK reflects its "highly leveraged" financial risk profile as a result of the Golden Gate Capital LBO in 2011 and the current large dividend, which comes so soon after the original transaction. It also incorporates S&P's assessment of the company's "vulnerable" business risk profile, reflecting its participation in the highly competitive casual dining segment of the restaurant industry, limited format diversity, exposure to volatile commodity costs, and concentration in California, where more than 30% of the company's units are located. "Our stable rating outlook on CPK reflects our base-case forecast that the company's operating performance and credit measures will improve slightly over the near term. We could lower the rating if poor execution of strategic initiatives, greater-than-expected commodity cost pressure, and stronger competition result in more than 100 basis points of deterioration in gross margin or a decline in annual sales in the mid-single-percent area for fiscal 2013. This would result in a 7% decline in EBITDA, with leverage in the low-6x area and coverage approaching 2x. We could also lower the rating if CPK's private equity owners fund any additional dividend through another increase in debt in the next year, or if the leverage covenant cushion tightens to below 15%," S&P said. "We could upgrade CPK if the company demonstrates a consistent commitment to deleveraging, posts sustainable positive sales in the low-single-digit percent area, or improves gross margin by about 200 basis points. This would result in EBITDA growing in the mid-teens percent, pushing leverage down to the low-4x area and coverage to the mid-2x area. It would also result in CPK's leverage covenant cushion remaining above 30% for the remainder of fiscal 2013. However, given the limited growth prospects for the company, the aggressive private equity dividend policy, and weak industry outlook, we do not expect to raise our ratings in the next year," S&P added. CANDIA SAND: Case Summary & 8 Unsecured Creditors ------------------------------------------------- Debtor: Candia Sand and Gravel, LLC 321 Route 27 Raymond, NH 03077 Bankruptcy Case No.: 13-10695 Chapter 11 Petition Date: March 21, 2013 Court: United States Bankruptcy Court District of New Hampshire (Manchester) Judge: Bruce A. Harwood Debtor's Counsel: Peter N. Tamposi, Esq. THE TAMPOSI LAW GROUP 159 Main Street Nashua, NH 03060 Tel: (603) 204-5513 E-mail: peter@thetamposilawgroup.com Scheduled Assets: $800,000 Scheduled Liabilities: $2,410,924 A copy of the Company's list of its eight unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/nhb13-10695.pdf The petition was signed by Kevin Cole, manager. CAPITOL BANCORP: Loan for Capital Infusion to Sunrise Bank OK'd --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan, in an amended interim order, authorized Capitol Bancorp Ltd., and Financial Commerce Corporation to obtain a postpetition loan to infuse capital of up to $1 million into Sunrise Bank of Albuquerque. The Debtors related that after the Court approved a loan on Feb. 15, 2013, the investors have requested that an amended order be entered to reflect approval for the transaction to be in the form of a stock sale. The Court approved a loan from investors for CBC to infuse capital into its subsidiary bank, Sunrise Bank of Albuquerque to prevent a seizure of the bank by regulators. In exchange, the investors will receive a security interest in stock of subsidiary banks. The Court also agreed that the transaction could be in the form of a sale (or pre-sale) of stock so long as the transaction has the same economic substance. Additionally, the investors wanted that the interim order be amended to state what was stated on the record. The stock purchase agreement forms executed by Joseph Reid and Cristin Reid, who invested $172,482 in the aggregate, were revised in Section 4(f)(ii), because Mr. Reid is on the board of Michigan Commerce Bank and Ms. Reid is on the board of Capital National Bank. The five investors invested in stock of CNB, receiving 14.83% of the CNB stock in the aggregate. Mr. Reid received 1.48% and Ms. Reid received 0.74%. The investor will be entitled to a 15% fee for making the loan. As adequate protection from any diminution value of the lender's collateral, the investors are granted a lien on stock in Debtors' subsidiary banks to secure the obligations. In the event an objection to entry of the amended interim order as a final order is filed by March 22, 2013, the Court will hold a final hearing on the motion on March 26. If no objection is timely filed and served, the Court may enter a final order without a hearing. Recapitalization of Sunrise Bank As reported in the Troubled Company Reporter on Feb. 6, 2013, CBC has entered into a binding sales agreement with Weststar Bancorp for the sale and subsequent recapitalization of Sunrise Bank of Albuquerque. Weststar Bancorp previously executed a letter of intent for the purchase of Sunrise Bank of Albuquerque in December of 2012. Weststar Bancorp expects to finalize an escrow arrangement for this transaction with a New Mexico bank before Feb. 8, 2013. The transaction is subject to regulatory and bankruptcy court approval and expected to be completed in 2013. About Capitol Bancorp Capitol Bancorp Ltd. and Financial Commerce Corporation filed voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case Nos. 12-58409 and 12-58406) on Aug. 9, 2012. Capitol Bancorp -- http://www.capitolbancorp.com/-- is a community banking company with a network of individual banks and bank operations in 10 states and total consolidated assets of roughly $2.0 billion as of June 30, 2012. CBC owns roughly 97% of FCC, with a number of CBC affiliates owning the remainder. FCC, in turn, is the holding company for five of the banks in CBC's network. CBC is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841, et seq., and trades on the OTCQB under the symbol "CBCR." Lawyers at Honigman Miller Schwartz and Cohn LLP represent the Debtors as counsel. John A. Simon, Esq., of Foley & Lardner LLP represents the Official Committee of Unsecured Creditors as counsel. In its petition, Capitol Bancorp scheduled $112,634,112 in total assets and $195,644,527 in total liabilities. The petitions were signed by Cristin K. Reid, corporate president. The Company's balance sheet at Sept. 30, 2012, showed $1.749 billion in total assets, $1.891 billion in total liabilities, and a stockholders' deficit of $141.8 million. The Debtor's plan would exchange debt and trust-preferred securities for equity. Holders of $6.8 million in senior notes would see a full recovery by receipt of new stock. Holders of $151.3 million in trust-preferred securities would take equity worth $50 million, for a one-third recovery. Holders of $5 million in preferred stock would have a 20% recovery from new equity, while common stockholders would take stock worth $15 million. CENTRAL EUROPEAN: Affirms Support for Roust Trading Proposal ------------------------------------------------------------ The board of directors of Central European Distribution Corporation has received a revised proposal from a third-party in respect of a restructuring of CEDC's financial obligations. The Board of Directors, together with its advisors, has reviewed the terms of this revised proposal and the Board of Directors does not believe that this proposal is competitive with the terms of the proposal made by Roust Trading Ltd. and reflected in Supplement No. 1 to the Amended and Restated Offering Memorandum, Consent Solicitation Statement and Disclosure Statement filed as an Exhibit on Form 8-K on March 18, 2013, and affirms its support for the transactions described in this supplement. 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 Sept. 30, 2012, showed US$1.98 billion in total assets, US$1.73 billion in total liabilities, US$29.44 million in temporary equity, and US$210.78 million in total stockholders' equity. Liquidity The Company's Convertible Senior Notes are due on March 15, 2013. The Company has said its 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 coming due in 2012 would 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, the Company said, raise substantial doubt about its 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. As reported by the TCR on Jan. 16, 2013, Moody's Investors Service has downgraded the corporate family rating (CFR) and probability of default rating (PDR) of Central European Distribution Corporation (CEDC) to Caa3 from Caa2. "The downgrade follows CEDC announcement on the 28 of December that it had agreed with Russian Standard a revised transaction to repay its US$310 million of convertible notes due March 2013 which, in Moody's view, has increased the risk of potential loss for existing bondholders", says Paolo Leschiutta, a Moody's Vice President - Senior Credit Officer and lead analyst for CEDC. CITIZENS DEVELOPMENT: Has Access to Cash Until March 31 ------------------------------------------------------- Citizens Development Corp. has entered into a stipulation with National Credit Union Administration Board and Pacific West TD Fund II, LP, allowing further use of cash collateral until March 31, 2013. The Stipulation only authorizes the Debtor to use cash collateral to pay the expenses set forth in the budget, a copy of which is available for free at: http://bankrupt.com/misc/CITIZENS_DEVELOPMENT_cashcollbudget.pdf NCUA is represented by: THE WOLF FIRM, A Law Corporation Alan Steven Wolf, Esq. Eric D. Dean, Esq. 2955 Main Street, Second Floor Irvine, California 92614-2528 Tel: (949) 720-9200 Fax: (949) 608-0133 E-mail: Alan.Wolf@wolffirm.com Eric.Dean@wolffirm.com PW is represented by: HENDERSON, CAVERLY, PUM & CHARNEY LLP Maria K. Pum, Esq. 12750 High Bluff Drive, Suite 300 San Diego, CA 92130 Tel: (858) 755-3000 Fax: (858) 755-9900 E-mail: mpum@hcesq.com About Citizens Development San Marcos, California-based Citizens Development Corp., owns and operates the Lake San Marcos Resort and Country Club located in San Diego County. The Company filed a voluntary petition for relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on August 26, 2010. Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, represents the Debtor. The Debtor estimated its assets and debts at $10 million to $50 million. Chapter 11 petitions were also filed by affiliates LSM Executive Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel, LLC (Bankr. S.D. Calif. Case No. 10-13024). The Plan provides that the funding for the Plan will initially come from a new value contribution in the amount of up to $375,000 to be made to the Reorganized Debtor by LDG Golf Marketing, LLC, Telesis' cash collateral in the amount of $50,000 allocated to the payment of allowed administrative expenses pursuant to the Telesis Settlement, and the Debtor's additional cash on hand which is estimated to be $50,000, which collectively equates to up to $475,000. CITIZENS DEVELOPMENT: Has Until April 30 to File Plan ----------------------------------------------------- The Hon. Laura S. Taylor of the U.S. Bankruptcy Court for the Southern District of California has extended, at the behest of Citizens Development Corp., the deadline for the Debtor to file a plan of reorganization until April 30, 2013. On Jan. 18, 2013, the Court entered an order extending the Debtor's deadline for filing a plan through March 18, 2013. At that time, the Debtor argued that cause existed for the requested extension because, on Jan. 16, 2013, the Court entered an interim order providing a 120-day timeframe from after which this case may be converted to a case under Chapter 7. The 120-day timeframe is related to the period of time during which the National Credit Union Administration Board is prohibited from foreclosing upon its collateral, and is related to the period of time during which the Debtor intends to attempt to settle its disputes with NCUA. The Debtor said in a filing dated March 1 that it has made a settlement proposal to NCUA, and that it is awaiting a decision by the NCUA in connection with the settlement proposal. ?The Debtor has waited through the end of February 2013 for NCUA to make a decision, but a decision has not been made. The Debtor was hopeful that a decision in favor of settlement would have been made by March 1, 2013, in which case, the Debtor would have proposed a plan of reorganization prior to the March 18, 2013 deadline to do so. At this point, however, the Debtor does not believe that a decision will be made in a timeframe sufficient to allow the Debtor to propose a plan on or before March 18, 2013,? the Debtor stated in the filing. The Debtor believes it would be an enormous waste of resources to spend the next approximate two weeks preparing and proposing a plan when the Debtor and NCUA have not settled and when the Debtor and NCUA may not ever settle their disputes. The Debtor remains optimistic that it will be able to settle its disputes with NCUA, but additional time is required in order to do so. About Citizens Development San Marcos, California-based Citizens Development Corp., owns and operates the Lake San Marcos Resort and Country Club located in San Diego County. The Company filed a voluntary petition for relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on August 26, 2010. Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, represents the Debtor. The Debtor estimated its assets and debts at $10 million to $50 million. Chapter 11 petitions were also filed by affiliates LSM Executive Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel, LLC (Bankr. S.D. Calif. Case No. 10-13024). The Plan provides that the funding for the Plan will initially come from a new value contribution in the amount of up to $375,000 to be made to the Reorganized Debtor by LDG Golf Marketing, LLC, Telesis' cash collateral in the amount of $50,000 allocated to the payment of allowed administrative expenses pursuant to the Telesis Settlement, and the Debtor's additional cash on hand which is estimated to be $50,000, which collectively equates to up to $475,000. CLAIRE'S STORES: Completes Offering of $210 Million Senior Notes ---------------------------------------------------------------- Claire's Stores, Inc., has closed its previously announced offering of $210 million aggregate principal amount of 6.125% Senior Secured First Lien Notes due 2020. The 6.125% Senior Secured First Lien Notes were issued at par. Pursuant to the terms of a cash tender offer set forth in an Offer to Purchase dated March 1, 2013, the Company offered to purchase up to $210 million aggregate principal amount of its outstanding 9.25% Senior Notes due 2015 and 9.625%/10.375% Senior Toggle Notes due 2015 for total consideration per $1,000 aggregate principal amount of Senior Notes consisting of the applicable tender offer consideration for such series of Senior Notes plus an early participation payment of $30.00 per $1,000 principal amount of Senior Notes tendered by 5:00 p.m., New York City time, on March 14, 2013. As of the Early Participation Date, approximately $39 million aggregate principal amount of the Senior Fixed Rate Notes and approximately $21.5 million aggregate principal amount of the Senior Toggle Notes were validly tendered and not validly withdrawn. On March 15, 2013, the Company used approximately $63.3 million of the net proceeds of the offering to purchase all of the Early Tendered Notes in accordance with the terms of the Tender Offer. The Company intends to use the remaining net proceeds of the offering, together with cash on hand, to purchase an additional approximately $149.5 million aggregate principal amount of Senior Notes pursuant to the Tender Offer or a subsequent redemption. The Tender Offer will expire at 11:59 p.m., New York City time, on March 28, 2013, unless extended or earlier terminated, but the Early Participation Payment is no longer available. The 6.125% Senior Secured First Lien Notes were offered only to "qualified institutional buyers" in reliance on Rule 144A under the Securities Act of 1933, as amended, and outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act. The 6.125% Senior Secured First Lien Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. * * * As reported by the TCR on Oct. 1, 2012, Moody's Investors Service upgraded Claire's Stores, Inc.'s Corporate Family and Probability of Default ratings to Caa1 from Caa2. The upgrade of Claire's Corporate Family Rating to Caa1 reflects its ability to address its substantial term loan maturity in 2014 by refinancing it with a $625 million add-on to its existing senior secured first lien notes due 2019. Claire's Stores, Inc., carries a 'B-' Corporate Credit Rating from Standard & Poor's Ratings Services. CLEAR CHANNEL: Incurs $311.7 Million Net Loss in 2012 ----------------------------------------------------- Clear Channel Communications, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a comprehensive loss attributable to the Company of $311.72 million on $6.24 billion of revenue for 2012. The Company incurred a comprehensive loss of $298.72 million on $6.16 billion of revenue for 2011, as compared with a comprehensive loss attributable to the Company of $414.59 million on $5.86 billion of revenue for 2010. The Company's balance sheet at Dec. 31, 2012, showed $16.29 billion in total assets, $24.28 billion in total liabilities and a $7.99 billion total member's deficit. Bankruptcy Warning "The ability to restructure or refinance the debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and increase debt service obligations and may require us and our subsidiaries to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. These alternative measures may not be successful and may not permit us or our subsidiaries to meet scheduled debt service obligations. If we and our subsidiaries cannot make scheduled payments on indebtedness, we or our subsidiaries, as applicable, will be in default under one or more of the debt agreements and, as a result we could be forced into bankruptcy or liquidation." "We are very pleased with our Company's progress in strengthening our businesses over the past year, and we look forward to continuing our momentum into 2013," Chief Executive Officer Bob Pittman said. "We have put the right management team in place to focus on bringing new advertising dollars to the sector by demonstrating the value of our assets - especially our unique national platform across the media, entertainment and outdoor marketplaces. Moving forward, we will continue to use our unmatched national reach to grow our digital platforms, expand and deepen our relationships with national and local advertisers, launch innovative products and services and stage new and exciting events as only Clear Channel can." "Despite the slow economic recovery, we delivered a solid financial performance for the 2012 fourth quarter and full year," Tom Casey, executive vice president and chief financial officer, said. "At Clear Channel Media and Entertainment, we continued to outpace the competition in national advertising, digital, and total revenues. At Outdoor, the Americas' progress in digital, airports and national advertising was encouraging, while International saw strength in emerging markets. Across the entire company, we remain aggressively focused on realigning our resources toward higher growth areas. 2012 was also an important year for capital markets activity, with $7.5 billion of debt raised at Clear Channel Communications and Clear Channel Worldwide Holdings in four separate transactions. Clear Channel Worldwide Holdings used proceeds for debt repayment and shareholder returns and Clear Channel Communications not only repaid debt but also gained important new flexibility to better manage liquidity and future maturities." A copy of the Form 10-K is available for free at: http://is.gd/V99xM0 About Clear Channel San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) -- http://www.ccmediaholdings.com/-- is the parent company of Clear Channel Communications, Inc. CC Media Holdings is a global media and entertainment company specializing in mobile and on-demand entertainment and information services for local communities and premier opportunities for advertisers. The Company's businesses include radio and outdoor displays. Bankruptcy Warning At March 31, 2012, the Company had $20.7 billion of total indebtedness outstanding. The Company said in its quarterly report for the period ended March 31, 2012, that its ability to restructure or refinance the debt will depend on the condition of the capital markets and the Company's financial condition at that time. Any refinancing of the Company's debt could be at higher interest rates and increase debt service obligations and may require the Company and its subsidiaries to comply with more onerous covenants, which could further restrict the Company's business operations. The terms of existing or future debt instruments may restrict the Company from adopting some of these alternatives. These alternative measures may not be successful and may not permit the Company or its subsidiaries to meet scheduled debt service obligations. If the Company and its subsidiaries cannot make scheduled payments on indebtedness, the Company or its subsidiaries, as applicable, will be in default under one or more of the debt agreements and, as a result the Company could be forced into bankruptcy or liquidation. * * * The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings has affirmed the 'CCC' Issuer Default Rating of Clear Channel Communications, Inc., and the 'B' IDR of Clear Channel Worldwide Holdings, Inc., an indirect wholly owned subsidiary of Clear Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor advertising subsidiary. The Rating Outlook is Stable. Fitch's concerns center on the company's highly leveraged capital structure, with significant maturities in 2014 and 2016; the considerable and growing interest burden that pressures free cash flow; technological threats and secular pressures in radio broadcasting; and the company's exposure to cyclical advertising revenue. The ratings are supported by the company's leading position in both the outdoor and radio industries, as well as the positive fundamentals and digital opportunities in the outdoor advertising space. CLUB AT SHENANDOAH: Seeks to Hire Venturi as Financial Advisor -------------------------------------------------------------- The Club At Shenandoah Springs Village, Inc., seeks court permission to employ Venturi & Company LLC as its financial advisor. Venturi is expected to: (i) review the business, operations, financial condition, historical performance, projections and forecasts of the Debtor; (ii) review and analyze the Debtor's financial options relating to one or a series of transactions; (iii) assist the Debtor in identifying financing sources and preparing information materials, financial models and related documents with regard to debtor-in-financing efforts, if any; (iv) assist the Debtor in formulating a marketing and sale strategy related to its property; (v) prepare information materials highlighting the investment or sale considerations of the Debtor and its business or assets and transmit these materials to third parties; (vi) identify, qualify and contact third parties and facilitate their due diligence by responding to inquiries and providing additional information, and aggregating information in an electronic data room; (vii) evaluate offers, assist in negotiations and review and analyze any securities or other consideration offered to the Debtor in connection with a transaction; (viii) assist in analyzing the Debtor's financial liquidity and evaluate alternatives to improve liquidity; (ix) facilitate and participate in negotiations among the Debtor, financing sources and the Debtor's creditors and other stakeholders; (x) assist in the development of financial data and presentations to the Debtor's creditors and other stakeholders, financing sources and other third parties; (xi) provide testimony in the case concerning any of the subjects encompassed by the services; and (xii) provide other financial advisory and investment banking services as may be mutually agreed upon by the Debtor and Venturi. Venturi's compensation will consist of a $15,000 monthly advisory fee and a success fee upon the closing or consummation of a transaction. The Success Fee will be equal to: (1) if the aggregate Transaction Value is less than $18,000,000, four percent (4%) of the aggregate Transaction Value; (2) if the aggregate Transaction Value is between $18,000,000 and less than $20,000,000, four and one-quarter percent (4.25%) of the aggregate Transaction Value; (3) if the aggregate Transaction Value is between $20,000,000 and less than $22,000,000, four and three-quarters percent (4.75%) of the aggregate Transaction Value; and (4) if the aggregate Transaction Value is equal to or greater than $22,000,000, five percent (5%) of the aggregate Transaction Value. In addition, fifty percent (50%) of any Advisory Fees earned during the case will be credited to the final payment of any Success Fees. The Debtor attests Venturi and its members and employees are "disinterested persons" as that term is defined and used in Sections 101(14) and 327 of the Bankruptcy Code. About The Club At Shenandoah The Club At Shenandoah Springs Village, Inc., owns The Club At Shenandoah Springs Village, a golf and leisure resort in Thousand Palms, a desert region of central California. It filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on Dec. 3, 2012. The Debtor disclosed $31,280,992 in assets and $12,840,954 in liabilities as of the Chapter 11 filing. Judge Mark D. Houle presides over thee case. Daniel A. Lev, Esq., at Sulmeyerkupetz, represents the Debtor. COLLEGE KNIGHTS: Case Summary & 7 Unsecured Creditors ----------------------------------------------------- Debtor: College Knights Mini Mart, Inc. 19973 College View Drive Redding, CA 96003 Bankruptcy Case No.: 13-23726 Chapter 11 Petition Date: March 20, 2013 Court: U.S. Bankruptcy Court Eastern District of California (Sacramento) Judge: Christopher M. Klein Debtor's Counsel: Timothy T. Huber, Esq. LAW OFFICES OF TIMOTHY T. HUBER 4364 Town Center Boulevard, #218 El Dorado Hills, CA 95762 Tel: (916) 358-8830 Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its seven largest unsecured creditors is available for free at: http://bankrupt.com/misc/caeb13-23726.pdf The petition was signed by Vipul Pandya, president. COMBAT SPORTS: Canadian Bankruptcy Given Lead Status ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Combat Sports Inc., a Canadian manufacturer of baseball, hockey and lacrosse sticks, was given recognition of its Canadian bankruptcy as the so-called foreign main proceeding. According to the report, the bankruptcy court in Seattle, Wash., on March 22 recognized Canada as home to the main bankruptcy. Consequently, all creditor actions in the U.S. were halted. Chapter 15 isn't a full-blown bankruptcy like Chapter 11. It gives the U.S. court an ability to enforce whatever rulings are made in Canada. Creditors now must lodge their claims in Canada and accept whatever distribution the Canadian court decides is proper. About Combat Sports Combat Sports Inc. is a Canadian manufacturer of baseball, hockey and lacrosse sticks. Secured lender PNC Bank Canada Branch, owed $3.6 million, began proceedings against the U.S. and Canadian Combat companies on Feb. 19, 2013, under the Bankruptcy & Insolvency Act. BDO was later appointed as receiver. BDO filed for Combat Sports a Chapter 15 petition (Bankr. W.D. Wash. Case No. 13-11632) on Feb. 26, 2013, in Seattle, where the U.S. operations are located. The receiver disclosed that Combat Sport has assets of C$13.7 million ($13.4 million) and liabilities of C$16.4 million in the Chapter 15 petition. CONQUEST SANTA: Hearing on Cash Use Continued Until March 28 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Arizona continued until March 28, 2013, at 9:30 a.m., the hearing to consider Conquest Santa Fe, L.L.C.'s motion for authority to use cash collateral. The Court has entered a stipulated third interim order authorizing use of cash collateral until April 1, 2013. The Debtor is not authorized to and will not pay any prepetition wages or other obligations owed to any insiders of the Debtor. As reported in the Troubled Company Reporter on Jan. 23, 2013, the Court authorized the Debtor to use cash collateral of LPP Mortgage, Ltd., to pay ordinary and necessary, postpetition expenses in the ordinary course of operating its business. As adequate protection, LPP is is granted replacement liens in all property acquired and owned by the Debtor on and after the Petition Date. About Conquest Santa Fe Conquest Santa Fe, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-24937) in Tucson, Arizona, Nov. 16, 2012, estimating at least $10 million in assets and liabilities. Judge Eileen W. Hollowell presides over the case. Frederick J. Petersen, Esq., and Lowell E. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as counsel to the Debtor. COREL CORP: Will Have Enough Cash to Pay Off Debt, CEO Says ----------------------------------------------------------- Shasha Dai at Dow Jones' DBR Small Cap reports that Corel Corp. expects to generate enough cash flow to pay off its outstanding senior debt by the time that loan matures in May 2014, said Corel Chief Executive Tom Berquist. COSTA BONITA: Plan Exclusivity Extended by 90 Days -------------------------------------------------- Costa Bonita Beach Resort, Inc., on March 4, 2013, sought and obtained an order extending for 90 days its deadline to file an amended plan and disclosure statement. Costa Bonita Beach Resort, Inc., owns 50 apartments at the Costa Bonita Beach Resort in Culebra, Puerto Rico. It filed a bankruptcy petition under Chapter 11 of the Bankruptcy Code for the first time (Bankr. D.P.R. Case No. 09-00699) on Feb. 3, 2009. During this case, the Court entered an Opinion and Order finding that the Debtor satisfied all three (3) prongs of the Single Asset Real Estate, and, as such is a SARE case subject to 11 U.S.C. Sec. 362(d)(3). The Court also entered an Order modifying the automatic stay to allow creditor DEV, S.E., to continue in state court proceedings for the removal of the illegal easement and the restoration of DEV, S.E.'s land to its original condition by the Debtor. The first bankruptcy petition was dismissed on May 10, 2011 on the grounds that the Debtor failed to comply with an April 21, 2011 Order and the Debtor's failure to maintain adequate insurance. The case was subsequently closed on Oct. 11, 2011. Costa Bonita Beach Resort filed a second bankruptcy petition (Bankr. D. P.R. Case No. 12-00778) on Feb. 2, 2012, in Old San Juan, Puerto Rico. In the 2012 petition, the Debtor said assets are worth $15.1 million with debt totaling $14.2 million, including secured debt of $7.8 million. The apartments are valued at $9.6 million while a restaurant and some commercial spaces at the resort are valued at $3.67 million. The apartments serve as collateral for the $7.8 million while the commercial property is unencumbered. Bankruptcy Judge Enrique S. Lamoutte presides over the 2012 case. Charles Alfred Cuprill, Esq., serves as counsel in the 2012 case. The petition was signed by Carlos Escribano Miro, president. CROSS KEY: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Cross Key Investments, Inc. 1359 NE 127 Street Miami, FL 33161 Bankruptcy Case No.: 13-16191 Chapter 11 Petition Date: March 20, 2013 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: A. Jay Cristol Debtor's Counsel: Joel M. Aresty, Esq. JOEL M. ARESTY, P.A. 13499 Biscayne Boulevard #T-3 No. Miami, FL 33181 Tel: (305) 899-9876 Fax: (305) 723-7893 E-mail: aresty@mac.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Michel Charlemagne, president. CROWNROCK LP: S&P Raises CCR to 'B'; Outlook Stable --------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Midland, Texas-based CrownRock LP to 'B' from 'B-'. The outlook is stable. At the same time, S&P raised the issue level rating on CrownRock's senior unsecured debt to 'B' (the same as the corporate credit rating) from 'B-'. The recovery rating remains '4', indicating S&P's expectation of average (30% to 50%) recovery in the event of a payment default. "The rating action reflects CrownRock's progress developing its asset base in the Wolfberry play in the Permian Basin, which we expect will continue," said Standard & Poor's credit analyst Marc D. Bromberg. "We view the Permian favorably since it is weighted to favorably priced crude oil. Moreover, we expect that CrownRock will increase its production to at least 10,000 barrels of oil equivalent per day (Boe/d) within the next year while maintaining acceptable credit metrics despite negative free cash flow. We consider this level of production to be appropriate for the 'B' rating category. We expect that CrownRock will maintain adequate liquidity to fund the sizeable spending requirements to develop its reserve base". The ratings incorporate CrownRock's small oil and gas reserve and production levels and the inherent capital intensity and earnings volatility of independent E&P companies. Other weaknesses include the company's aggressive capital spending plans, a high percentage of undeveloped reserves, and reliance on one basin (the Wolfberry play in the Permian Basin) for its production and cash flows. The ratings also reflect its oil-weighted reserve profile and a competitive cost structure. S&P considers CrownRock's business risk profile to be "vulnerable" and its financial risk profile to be "highly leveraged" given its relatively small size of EBITDA. The stable outlook incorporates S&P's expectation that it is unlikely to raise or lower the corporate credit rating over the next 12 months. S&P expects that CrownRock will continue to develop its asset base, with production and costs in line with its current projections. S&P also expects that the company will maintain credit protection measures of about 4x or less and that liquidity will remain adequate. A downgrade to 'B-' could occur if the company's debt leverage breaches 5x, which S&P sees as unlikely over the next year. However this could occur if CrownRock outspends internal cash flows more than S&P's current projections and if production is weaker than its current expectations. An upgrade, which S&P consider unlikely over the next 12 months, will require total proved reserves above 100 MMBoe. CUMULUS MEDIA: Alexis Glick Replaces Eric Robison as Director ------------------------------------------------------------- Cumulus Media Inc. reports that on Feb. 12, 2013, Eric P. Robison, who has served as a member of the board of directors of the Company since August 1999, announced his retirement from the Board, effective immediately. Mr. Robison serves as President and Chief Executive Officer of lynda.com and retired to focus on his other professional commitments. There were no disagreements between the Company and Mr. Robison, and the Company thanks Mr. Robison for his years of service. Also, the Company reports that the Board has appointed Alexis Glick, age 40, to fill the Board seat previously held by Mr. Robison. Ms. Glick was also appointed to serve on the Compensation Committee of the Board. Ms. Glick, who has experience in branding, media and finance, is currently the chief executive officer of GENYOUth Foundation, a non-profit organization dedicated to fighting childhood obesity, a position she has held since February 2011. Prior thereto, Ms. Glick served as Vice President of Fox Business News, which she helped launch and where she anchored various business news programs. Prior to joining Fox News in 2006, she was a correspondent and anchor for both NBC and CNBC. Earlier in her career Ms. Glick was an executive at Morgan Stanley, where she headed floor operations at the New York Stock Exchange. The Company, and certain of its stockholders, are parties to a Stockholders' Agreement, dated Sept. 16, 2011, which provides that the size of the Board will be set at seven members, that certain stockholders are entitled to designate individuals for nomination to the Board, and that two positions on the Board are to be filled by individuals, each of whom must meet applicable independence criteria and who shall be selected and nominated by the full Board. Mr. Robison served as one of those independent directors, and Ms. Glick, who meets the applicable independence criteria, will succeed Mr. Robison as one of such independent directors. Ms. Glick will receive compensation for her service as a member of the Board that is consistent with the compensatory arrangements the Company currently has in place with its other non-employee directors. About Cumulus Media Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest operator of radio stations, currently serving 110 metro markets with more than 525 stations. In the third quarter of 2011, Cumulus Media purchased Citadel Broadcasting, adding more than 200 stations and increasing its reach in 7 of the Top 10 US metros. Cumulus also acquired the Citadel/ABC Radio Network, which serves 4,000+ radio stations and 121 million listeners, in the transaction The Company's balance sheet at June 30, 2012, showed $3.91 billion in total assets, $3.51 billion in total liabilities, $118.23 million in total redeemable preferred stock, and $278.50 million total stockholders' equity. Cumulus Media said in its annual report for the year ended Dec. 31, 2011, that lenders under the 2011 Credit Facilities have taken security interests in substantially all of the Company's consolidated assets, and the Company has pledged the stock of certain of its subsidiaries to secure the debt under the 2011 Credit Facilities. If the lenders accelerate the repayment of borrowings, the Company may be forced to liquidate certain assets to repay all or part of such borrowings, and the Company cannot assure that sufficient assets will remain after it has paid all of the borrowings under those 2011 Credit Facilities. If the Company was unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness and the Company could be forced into bankruptcy or liquidation. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debts that topped $97 million as of June 30, 2011. Holdings estimated debts between $50 million and $100 million but said assets are worth less than $50 million. AR Broadcasting operated radio stations in Missouri and Texas. * * * Standard & Poor's Ratings Services in October 2011 affirmed is 'B' corporate credit rating on Cumulus Media. "The ratings reflect continued economic weakness and higher post- acquisition leverage than we initially expected," said Standard & Poor's credit analyst Jeanne Shoesmith. "They also reflect the combined company's sizable presence in both large and midsize markets throughout the U.S." As reported by the TCR on Nov. 20, 2012, Moody's Investors Service affirmed the B1 Corporate Family Rating of Cumulus Media. The company's B1 corporate family rating is forward looking and reflects Moody's expectation that management will continue to reduce debt balances with free cash flow resulting in net debt-to- EBITDA ratios of less than 6.0x (including Moody's standard adjustments, and treating preferred shares as 75% debt) over the rating horizon, with further improvement thereafter consistent with management's 4.0x reported leverage target. DALLAS ROADSTER: U.S. Trustee Wants Dismissal or Conversion ----------------------------------------------------------- William T. Neary, the United States Trustee for Region 6, has asked the Court to dismiss the chapter 11 cases of Dallas Roadster Limited, and IEDA Enterprise, Inc., or convert the cases to Chapter 7 liquidation. An April 8 hearing has been set. The U.S. Trustee said in court papers filed Feb. 21, that the Debtors' cases are well over a year old. No plan has been confirmed and no disclosure statement has been approved. While the Debtors timely filed a Plan and Disclosure Statement in August 2012, the U.S. Trustee said "it does not appear that Debtors are being diligent in their efforts to confirm a Plan. The Debtors' extensive delay in obtaining approval of a Disclosure Statement -- and achieving confirmation, indicates that Debtors are unable to formulate a Plan and that there is no reasonable likelihood of reorganization. The cases should be dismissed or converted." The U.S. Trustee also pointed out that the Debtors' most recent monthly operating reports reflect that the Debtors are holding $160,000 in their DIP account. The current unpaid administrative expenses are $300,000. These ever increasing fees are a substantial and continuing loss to the estates and further indicate that there is an absence of a reasonable likelihood of reorganization. The Debtors do not have enough funds to pay their administrative expenses at confirmation. About Dallas Roadster and IEDA Enterprises Dallas Roadster, Limited, owns and operates an auto dealership with locations in both Richardson and Plano, Texas. IEDA Enterprises, Inc., is the general partner of Roadster. Dallas Roadster and IEDA Enterprises filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on Dec. 12, 2011. Chief Judge Brenda T. Rhoades oversees both cases. J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the Debtors' bankruptcy counsel. Dallas Roadster disclosed $9,407,469 in assets and $4,554,517 in liabilities as of the Chapter 11 filing. The Debtors' assets were placed under the care of a receiver on Nov. 16, 2011, pursuant to a state court action by Texas Capital Bank, National Association. No trustee has been appointed in the Chapter 11 cases. DEMCO INC: Wins Approval of $500,000 Loan From Nat'l Environmental ------------------------------------------------------------------ The Bankruptcy Court in Buffalo, New York, granted Demco Inc., the authority to enter into a debtor-in-financing note and security agreement with National Environmental Safety Company Inc. Pursuant to the Court's March 22-dated Order, the Debtor is allowed to borrow up to $500,000 from National Environmental, and grant the DIP lender a first priority lien on all new accounts and new general intangibles arising from work performed using the DIP financing, as well as a first priority lien on all personal property acquired by or earned by the Debtor via purchase or lease using the proceeds of the DIP financing or using proceeds of all new contract rights and accounts. National Environmental has agreed to make an initial advance to the Debtor, upon approval of the DIP loan, in the amount of $250,000. At the March 22 hearing, the Bankruptcy Court also approved stipulation among the Debtor, the DIP lender, and First Niagara Bank N.A., which objected to the DIP financing. Prior to the DIP loan, Demco has been funding the Chapter 11 proceedings from the use of First Niagara's cash collateral. As recently as Feb. 27 and March 13, Bankruptcy Judge Michael J. Kaplan signed off on fifteenth and sixteenth interim orders, respectively, that allowed Demco continued, albeit short, access to cash collateral in which First Niagara and Stephen L. Apple and Apple Rubber Products Inc., have or claim liens or security interests. The fifteenth interim order permitted Demco to use cash collateral through March 15. The sixteenth interim order extended that date to March 22. First Niagara and the Apple entities, under the sixteenth order, were granted "rollover" replacement liens in Demco's post- bankruptcy assets. The sixteenth order also provided that the Debtor's use of cash collateral will not make use of collateral or otherwise modify the rights of Chartis Claims, Inc., as agent for the Debtor's surety companies, in certain accounts receivables related to contracts previously bonded by the surety companies, and that Chartis' current rights in its collateral are adequately protected. The Debtor said in court papers its current assets are subject to recorded pre-petition liens and security interests in favor of First Niagara, and Stephen L. Apple and Apple Rubber Products, and to subrogation claims of Chartis Claims, as agent for the Surety Companies. Upon information and belief, Demco said First Niagara is partially secured. Prepetition, Apple subordinated its claims to those of First Niagara and is believed to be wholly unsecured at this time. Upon information and belief, the subrogation claims of Chartis are greater than the amounts owed to it by the Debtor. The Court was slated to hold another hearing on the continued use of cash collateral. After Demco struck a deal with the DIP Lender, the Debtor withdrew its bid for continued cash use at the hearing on March 22. In its objection, First Niagara said the DIP financing serves no viable economic purpose. The bank noted the Debtor's principal has conceded that Demco is essentially in a "start-up" mode with no contracts and no field employees, and that the financing without additional capital is insufficient to enable Demco to engage in any meaningful business operations. Although Demco contends the proposed DIP liens will not overlap with existing liens or "rollover" replacement liens granted to First Niagara, the bank said the reality is that Demco will utilize First Niagara's collateral to create the new accounts but will compensate only the new lender, effectively denying First Niagara the rights granted in the rollover or replacement liens previously granted in cash collateral orders. First Niagara also complains the DIP financing will prejudice its lien position on all of the Debtor's property. The Stipulation is intended to appease First Niagara. The Debtor agree that, upon approval and funding of the DIP loan, it will pay to First Niagara $146,250 in cash from the DIP Financing. Demco will also continue to incur the payroll and benefits costs necessary for Demco employees Kevin Callahan and Michael Morin to continue to provide ongoing assistance to First Niagara for completion of certain equipment sales and auctions. Demco employees will also continue efforts to collect remaining accounts receivables. Demco also agreed to continue to incur legal expenses of Andreozzi, Bluestein, Fickess, Muhlbauer Weber, Brown LLP necessary to obtain Court approval of the equipment sales and auctions. Demco will also continue to bear the administrative and legal costs to pursue collection of Demco's claims against Market Street Properties LLC and the Entergy Environmental Escrow relating to services Demco provided to Market Street pre- bankruptcy. Upon receipt of the $146,250, First Niagara will release its existing security interests with respect to Demco's general intangibles, intellectual property rights, office computer equipment and others. First Niagara, however, will continue to hold a security interest in all payment intangibles of Demco arising prior to March 22, including tax refunds arising from 2012 or prior years, and existing insurance claims arising prior to March 22. The bank also agrees to retain a second position security interest on all accounts receivables generated using the DIP financing. Demco has said it substantially scaled back its operations since the bankruptcy filing and its sources of cash are severely restricted. The Debtor currently has made several proposals to perform work during 2013. The Debtor also expects to negotiate additional new contracts in the near future for work to be performed during 2013 and beyond. The commencement of New Work will require that the Debtor incur additional overhead expenses to hire additional employees, to put in place additional necessary insurances and to arrange for necessary equipment and vehicles to be available for use. The Debtor also has projected that starting the New Work will require that the Debtor have available to it an operating line of credit of up to $500,000 for the period beginning on or about March 13, 2013. Additional New Work in excess of current conservative projections could require that the Debtor seek additional investments or new lending. The Debtor said it owes First Niagara $8,178,209 as of the bankruptcy filing date; and Steven L. Apple and Apple Rubber Products $5,481,579. Demco also said the outstanding balance due to Chartis at this time is $8,613,452. About Demco Inc. Demco, Inc., aka Decommissioning & Environmental Management Company, is a specialty trade contractor based in West Seneca, New York, which provides demolition services, nuclear work, environmental clean-up, disaster response and a variety of other services throughout the United States and, on a project-by-project basis, internationally. Some of Demco's better known demolition projects in the past have included the Rocky Flats Nuclear Power Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial Auditorium, and the Sunflower Army Ammunition Plant. Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No. 12-12465) on Aug. 6, 2012. Bankruptcy Judge Michael J. Kaplan presides over the case. Daniel F. Brown, Esq., at Andreozzi, Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the Debtor in its restructuring effort. The Debtor estimated assets and debts at $10 million to $50 million. The petition was signed by Michael J. Morin, controller. Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three creditors to serve on the Official Committee of Unsecured Creditors. First Niagara Bank, the cash collateral lender, is represented by William F. Savino, Esq., at Damon Morey LLP. DESERT FORAGES: Case Summary & 4 Unsecured Creditors ---------------------------------------------------- Debtor: Desert Forages, LLC 170 Country Estates Circle Reno, NV 89511 Bankruptcy Case No.: 13-50512 Chapter 11 Petition Date: March 21, 2013 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Bruce T. Beesley Debtor's Counsel: Stephen R Harris, Esq. HARRIS - PETRONI, LTD 417 W Plumb Ln Reno, NV 89509 Tel: (775) 786-7600 Fax: (775) 786-7764 E-mail: steve@renolaw.biz Scheduled Assets: $2,767,100 Scheduled Liabilities: $1,561,108 A copy of the Company's list of its four largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/nvb13-50512.pdf The petition was signed by Matthew Berry, manager. DIONNE WARWICK: Singer Files for Bankruptcy --------------------------------------------- Reuters reported that Grammy Award-winning singer Dionne Warwick has filed for bankruptcy in New Jersey, citing tax liabilities she has attributed to financial mismanagement, her publicist said on Monday. Warwick, 72, known for "Do You Know the Way to San Jose?" and other popular songs, filed the petition on March 21 in the U.S. Bankruptcy Court in New Jersey, the state where she was born and currently lives, Reuters related. She listed total assets of $25,500 and total liabilities of more than $10.7 million, nearly all tax claims by the Internal Revenue Service and the state of California, according to the filing. The personal bankruptcy filing was due to "negligent and gross financial mismanagement" in the late 1980s through mid-1990s, Warwick's publicist, Kevin Sasaki, said in a statement, Reuters cited. The IRS and California tax claims total more than $10.2 million, mostly from the 1990s, according to the petition, which listed Warwick's average monthly income as $20,950 and expenses at $20,940, the report said. Sasaki said the actual back taxes owed had already been paid, but the penalties and interest has continued to accrue, according to Reuters. "In light of the magnitude of her tax liabilities, Warwick has repeatedly attempted to offer re-payment plans and proposals to the IRS and the California Franchise Tax Board for taxes owed," Sasaki said. "These plans were not accepted, resulting in escalating interest and penalties." A five-time Grammy winner, Warwick took her first in 1968 for "Do You Know the Way to San Jose?" and her second two years later for the album "I'll Never Fall in Love Again." DIOCESE OF WILMINGTON: Court OKs Dissolution of Settlement Trust ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the dissolution of the trust created to settle the claims of victims of sexual abuses perpetrated by clergy in the Catholic Diocese of Wilmington Inc. In a three-page order, the bankruptcy court also approved the transfer of the remaining funds in an amount not to exceed $5,000 to the Survivors of Abuse in Recovery charity. Marla Eskin, the court-appointed trustee, and her lawyers will be discharged of all further duties except those necessary to complete the wind-up and dissolution of the trust. They will also be relieved of all claims and liabilities that resulted from the administration of the trust, according to the court order. The trust was created pursuant to the Catholic Diocese of Wilmington Inc.'s restructuring plan, which took effect on September 26, 2011. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. In 2009, the Delaware diocese became the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The Diocese filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-13560) on Oct. 18, 2009. Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50 million to $100 million while debts are between $100 million to $500 million. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin Oct. 19, 2009. There were 131 cases filed against the Diocese, with 30 scheduled for trial, as of the bankruptcy filing. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). DIOCESE OF WILMINGTON: Opposes Curry's Bid to Enforce Order ----------------------------------------------------------- The Catholic Diocese of Wilmington, Inc., asked the U.S. Bankruptcy Court for the District of Delaware to deny Joseph Curry's motion to enforce an earlier decision resolving his objection to the Diocese's Chapter 11 plan. Mr. Curry asked the court last year to force the Diocese and St. Dennis Roman Catholic Church to pay $175,000 to his legal counsel, Joseph W. Benson P.A. and Jacobs & Crumplar P.A., to satisfy the terms of the court's decision issued in July 2011. The 2011 order amended the plan so as to carve out Mr. Curry's judgment from the channeling injunction, and confirmed his claim against St. Dennis would be treated as a Class 3A Claim under the plan, payable from a settlement trust. Patrick Jackson, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, said there is no basis under the 2011 order to require the diocese to pay any portion of Mr. Curry's judgment against St. Dennis. "Mr. Curry's attempt to recover from CDOW is expressly prohibited by the plan's discharge injunction," Mr. Jackson said, adding that the injunction "was not affected" by the 2011 order. The request also drew flak from St. Dennis Roman Catholic Church. "St. Dennis objects to Mr. Curry's motion solely on the ground that the actual amount of the expenses for Mr. Curry's case is the pertinent number for purposes of calculating the shortfall amount due from St. Dennis," said Mark Reardon, Esq., at Eckert Seamans Cherin & Mellott LLC, in Wilmington, Delaware. Mr. Reardon asked the bankruptcy court to direct Mr. Curry's counsel to provide an accounting to the court and St. Dennis of the alleged shortfall, and to enter an order fixing the proper amount of the shortfall. Curry Responds In a court filing, Mr. Curry said he does not deny that the bankruptcy orders would stop any collection action against the diocese for its actions prior to its discharge. He pointed out, however, that since the diocese totally controls the St. Dennis parish, its refusal to insist that the parish pays its just debts is improper. Mr. Curry also said the objection from St. Dennis is based on a misreading of the 2011 order. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. In 2009, the Delaware diocese became the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The Diocese filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-13560) on Oct. 18, 2009. Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50 million to $100 million while debts are between $100 million to $500 million. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin Oct. 19, 2009. There were 131 cases filed against the Diocese, with 30 scheduled for trial, as of the bankruptcy filing. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). DOLLAR GENERAL: S&P Puts 'BB+' Rating on CreditWatch Positive ------------------------------------------------------------- Standard & Poor's Ratings Services placed the 'BB+' issue-level rating on Dollar General Corp.'s existing senior unsecured notes on CreditWatch with positive implications based on the pending release of collateral as a result of the secured debt refinancing. Dollar General intends to use the aggregate proceeds of about $2.3 billion from the issuance of unsecured term loans and notes (exact amounts to be determined) to refinance its existing secured term loans and borrowings under its revolving credit facility. Upon the completion of the refinancing, S&P will withdraw the ratings on the existing $1.084 billion term loan B due 2014, $879.7 million term loan C due 2017, and the $1.2 billion asset- based revolver. S&P has affirmed all other existing ratings on Dollar General, including S&P's 'BBB-' corporate credit rating. The outlook is stable. "The ratings on Goodlettsville Tenn.-based Dollar General Corp. reflect Standard & Poor's Ratings Services' expectation that this leading dollar store chain will maintain credit protection measures in line with its 'intermediate' financial risk profile, and that its strong market position will continue to support its 'satisfactory' business risk profile," said Standard & Poor's credit analyst Ana Lai. The stable outlook on Dollar General reflects S&P's view that Dollar General will maintain its positive operating momentum, though at a more moderate pace. S&P expects revenue growth to moderate in the mid to high-single-digit range and margins expanding modestly because of positive sales leverage. Despite strong sales growth, margin gains will be tempered by cost increases to support a rapid store expansion program. S&P believes there is little improvement in Dollar General's credit protection measures as S&P expects EBITDA growth to be largely offset by its growing lease obligations from its rapid store expansion. S&P expects Dollar General to use the bulk of its free cash flow to fund share repurchases rather than debt reduction. In S&P's view, the company will manage its share repurchase activity to maintain debt leverage target of below 3.0x. Although unlikely in the next year, S&P would consider lowering the rating if performance falls significantly below its expectations due to competitive pressure, poor execution, or an over-expansion of its stores. Under this scenario, new store productivity would decline and same-store sales would turn negative, resulting in revenue declining in the low-single digits and gross margins falling by more than 50 basis points (bps). At that time, leverage would approach the mid-3x area. Moreover, debt-financed share repurchases that cause debt leverage to weaken to above 3x could lead to a downgrade. S&P would consider an upgrade if performance exceeds its expectations, with the company sustaining leverage in the low-2x area and funds from operations to total debt above 40% over the intermediate term. Under this scenario, revenues would be in the low-teen area and gross margin would expand by 150 bps. DTF CORPORATION: Jordan Estate Proposes Alternative Plan -------------------------------------------------------- The Estate of Michael H. Jordan filed an alternative plan of reorganization to the plan of reorganization filed by DTF Corporation, a/k/a International Hospital Corporation. The Debtor proposed a Plan that depends entirely on the consummation of a recapitalization transaction involving its parents and its corporation group. The Jordan Estate Plan, according to court papers, was filed to provide a resolution to the Debtor's bankruptcy case even if the proposed recapitalization transaction does not close. Under the Jordan Estate Plan, if the refinancing transactions close and fund as expected, the Parent Company will use a portion of the proceeds of those transactions to fund the Jordan Estate Plan in an amount sufficient to pay all Allowed Claims in full, including the claims filed by Minerva Partners, Ltd.; Walter O'Cheskey, as Trustee of the AHF Liquidating Trust (?O'Cheskey?); the Jordan Estate; ViewPoint Bank, NA; Plains Capital Bank, BOKF, N.A. d/b/a Bank of Texas, NA; and all creditors holding Allowed Priority Claims. In the event that the Jordan Estate Plan is not consummated through funding, then the Jordan Estate Plan will be consummated by implementation of the Liquidation Alternative. Under the Liquidation Alternative, the existing equity in the Debtor will be cancelled. The Jordan Estate Plan Liquidation Alternative will not affect rights, if any, of creditors as to International Hospital Management Company, who is obligated on certain of the Debtor's obligations. However, to the extent those creditors receive payments from the Estate, the Estate will be subrogated to related claims against IHMC. Others claims will be satisfied by a sale of the assets of Privado. A hearing on the approval of the Disclosure statement was held on March 25, 2013. A full-text copy of the Disclosure Statement dated Nov. 30, 2012, is available at http://bankrupt.com/misc/DTFds1130.pdf DTF Corporation, f/k/a International Hospital Corporation, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-37362) on Nov. 21, 2011. In its schedules, the Debtor disclosed $28,692,980 in assets and $38,947,695 in liabilities. The petition was signed by Gary B. Wood, CEO and director. Judge Stacey G. Jernigan presides the case. John P. Lewis, Jr., Esq., at the Law Office of John P. Lewis, Jr., in Dallas, represents the Debtor as counsel. E-DEBIT GLOBAL: In the Process of Filing Annual Report ------------------------------------------------------ E-Debit Global Corporation sent a letter to the Company's shareholders on March 18, 2013, stating the following: "Over the past several years we have outlined our efforts to find and develop long term profitable strategies utilizing the foundation of our financial processing transaction business operations. This has been our major focus while continuing to maintain and maximize the financial returns of our historic revenue stream, our Canadian based ATM network. "We are currently in the process of filing our 10K (Annual financials) with both our US and Canadian audit teams currently performing their audit functions for fiscal year 2012. Last years' experience as a small cap company listed on the QBX: BB continued to be challenging to both our Company and our shareholders. As a US publicly listed corporation holding Canadian subsidiaries whose "mind and control" has for the past 12 years and continues to reside in Calgary, Alberta, Canada we again faced Canadian regulatory jurisdictional issues and our shareholders continued to experience the futility of having Canadian brokerage companies accept their stock into brokerage accounts." "In the past four years we have focused a great deal of our efforts to develop and finance "our Switch," which the Board and management believe is the backbone of E-Debits future. In furtherance of this belief, the Company has spent in excess of $1,320,000 from the revenues of the company or investments from our shareholders, officers & directors and other lenders to develop what we believe is one of the best financial processing infrastructures in the industry. The sale of portions of our ATM estate and the financial support of insiders and associates has allowed us to continue the development of the Switch, but it will take added investment to move forward with our plan of action which must encompass all our opportunities. "The Company has tried to give a common language review of where we are currently at which should be read in companionship with our Annual Filing which will be released in the very near future." A full-text copy of the letter is available for free at: http://is.gd/SfM2lf About E-Debit Global Corporation E-Debit Global Corporation (WSHE) is a financial holding company in Canada at the forefront of debit, credit and online computer banking. Currently, the Company has established a strong presence in the privately owned Canadian banking sector including Automated Banking Machines (ABM), Point of Sale Machines (POS), Online Computer Banking (OCB) and E-Commerce Transaction security and payment. E-Debit maintains and services a national ABM network across Canada and is a full participating member of the Canadian INTERAC Banking System. Following the 2011 results, Schumacher & Associates, Inc., in Littleton, Colorado, noted that the Company has incurred net losses for the years ended Dec. 31, 2011, and 2010, and had a working capital deficit and a stockholders' deficit at Dec. 31, 2011, and 2010, which raise substantial doubt about its ability to continue as a going concern. The Company reported a net loss of $1.09 million in 2011, compared with a net loss of $1.15 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $1.82 million in total assets, $3.52 million in total liabilities, and a $1.70 million total stockholders' deficit. EASTERN OREGON: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Eastern Oregon Properties, LLC 885 W Punkin Center Rd Hermiston, OR 97838 Bankruptcy Case No.: 13-31614 Chapter 11 Petition Date: March 21, 2013 Court: United States Bankruptcy Court District of Oregon Judge: Elizabeth L. Perris Debtor's Counsel: Joseph A Field, Esq. FIELD JERGER LLP 621 SW Morrison St #1225 Portland, OR 97205 Tel: (503) 228-9115 E-mail: joe@fieldjerger.com Scheduled Assets: $1,600,000 Scheduled Liabilities: $1,197,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Marianne Brown, member. ECOSPHERE TECHNOLOGIES: Delays Form 10-K for 2012 ------------------------------------------------- Ecosphere Technologies, Inc., notified the U.S. Securities and Exchange Commission that it will be delayed in filing its annual report on Form 10-K for the year ended Dec. 31, 2012. Ecosphere is currently engaged in attempting to complete a number of transactions which will, if consummated, have a material effect on its business, financial condition and future results of operations. These transactions include receipt of payment from Hydrozonix, LLC, for Units 13 - 14 and down payment from Hydrozonix for Units 15 - 16 (due March 31st subject to a 15 day cure provision), receipt of $2,650,000 from institutional lenders as previously announced if the Company is able to meet a milestone by the extended date of March 30, 2013, and satisfaction of the milestone. The Company prefers to disclose the results in its Form 10-K rather than file an amendment. The Company had increased revenues of $31,132,298 for the year ended 2012 compared to $21,088,159 for the year ended 2011. It also had a net income of $1,165,210 for the year ended 2012 compared to a net loss of $5,340,242 for the year ended 2011. About Ecosphere Technologies Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH) -- http://www.ecospheretech.com/-- is a diversified water engineering, technology licensing and environmental services company that designs, develops and manufactures wastewater treatment solutions for industrial markets. Ecosphere, through its majority-owned subsidiary Ecosphere Energy Services, LLC ("EES"), provides energy exploration companies with an onsite, chemical free method to kill bacteria and reduce scaling during fracturing and flowback operations. The Company reported a net loss of $5.86 million in 2011, following a net loss of $22.66 million in 2010, and a net loss of $19.05 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $11.70 million in total assets, $4.41 million in total liabilities, $4.05 million in total redeemable convertible cumulative preferred stock, and $3.22 million in total equity. ELBIT IMAGING: Brightman Almagor Raises Going Concern Doubt ----------------------------------------------------------- Elbit Imaging Ltd. filed with the U.S. Securities and Exchange Commission on March 21, 2013, its annual consolidated financial statements for the year ended Dec. 31, 2012. Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed substantial doubt about Elbit Imaging's ability to continue as a going concern. The Certified Public Accountants noted that in the period commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to repay its debenture holders NIS 599 million (principal and interest). "Said amount includes NIS 82 million originally payable on Feb. 21, 2013, that its repayment was suspended following a resolution of the Company's Board of Directors. The Company's Board also resolved to suspend any interest payments relating to all the Company's debentures. In addition, as of Dec. 31, 2012, the Company failed to comply with certain financial covenants relating to bank loans in the total amount as of such date of NIS 290 million. "These matters raise substantial doubt about the Company's ability to continue as a going concern." The Company reported a net loss of NIS 455.5 million on NIS 734.3 million of total revenues and gains in 2012, compared with a net loss of NIS 247.0 million on NIS 586.9 million of total revenues and gains in 2011. The Company's balance sheet at Dec. 31, 2012, showed NIS 7.094 billion in total assets, NIS 5.673 billion in total liabilities, and shareholders' equity of NIS 1.421 billion. A copy of the Company's 2012 consolidated financial statements is available at http://is.gd/IXJynC A copy of the Company;s Operating and Financial Review and Prospects for 2012 is available at http://is.gd/wDF804 Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. ENERGYSOLUTIONS INC: Incurs $10.8-Mil. Net Loss in 4th Quarter -------------------------------------------------------------- EnergySolutions, Inc., reported a net loss of $10.86 million on $480.03 million of revenue for the quarter ended Dec. 31, 2012, as compared with a net loss of $202.25 million on $468.54 million of revenue for the same period during the prior year. For the 12 months ended Dec. 31, 2012, the Company reported net income of $3.92 million on $1.80 billion of revenue, as compared with a net loss of $193.64 million on $1.81 billion of revenue during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $2.65 billion in total assets, $2.35 billion in total liabilities and $300.91 million in total stockholders' equity. A copy of the press release is available for free at: http://is.gd/OOsgmF About EnergySolutions Salt Lake City, Utah-based EnergySolutions offers customers a full range of integrated services and solutions, including nuclear operations, characterization, decommissioning, decontamination, site closure, transportation, nuclear materials management, the safe, secure disposition of nuclear waste, and research and engineering services across the fuel cycle. * * * As reported in the Jan. 9, 2013 edition of the TCR, Standard & Poor's Ratings Services placed its ratings, including its 'B' corporate credit rating, on EnergySolutions on CreditWatch with developing implications. "The CreditWatch placement follows EnergySolutions' announcement that it has entered into a definitive agreement to be acquired by a subsidiary of Energy Capital Partners II," said Standard & Poor's credit analyst Jim Siahaan. EnergySolutions is permitted to engage in discussions with other suitors, which may include other financial sponsors or strategic buyers. ENERGY FUTURE: Incurs $1.95 Billion Net Loss in Fourth Quarter -------------------------------------------------------------- Energy Future Holdings Corp. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $3.36 billion on $5.63 billion of operating revenues for 2012. The Company incurred a net loss of $1.91 billion on $7.04 billion of operating revenues for 2011, as compared with a net loss of $2.81 billion on $8.23 billion of operating revenues for 2010. For the fourth quarter 2012, EFH reported a consolidated net loss of $1.95 billion compared with a reported consolidated net loss of $136 million for the fourth quarter 2011. The fourth quarter 2012 net loss included a noncash goodwill impairment charge of $1.20 billion; a $183 million charge related to pension plan actions; $152 million in unrealized commodity-related mark-to-market net losses largely related to positions in EFH's natural gas hedging program; a $31 million effect of Oncor's charge to settle its management incentive pay plan; and a $23 million impairment charge to writedown remaining equipment from cancelled generation projects. The Company's balance sheet at Dec. 31, 2012, showed $40.97 billion in total assets, $51.89 billion in total liabilities and a $10.92 billion total deficit. At Jan. 31, 2013, restricted cash totaled $947 million after reduction for a $115 million letter of credit drawn in 2009 related to an office building financing. The restricted cash supports letters of credit, of which $774 million are outstanding, leaving $173 million available. "In a year challenged by persistently low wholesale power prices, our company achieved solid operational and financial performance," said John Young, chief executive officer of EFH. "We delivered safe and reliable generation and improved customer retention rates and satisfaction. We will remain focused on our core principles, including safety, customer focus, operational excellence, and financial discipline, in 2013." Bankruptcy Warning Under the TCEH Senior Secured Facilities, Texas Competitive Electric Holdings Company LLC, a direct, wholly-owned subsidiary of EFCH, is required to maintain a consolidated secured debt to consolidated EBITDA ratio below specified levels. TCEH's ability to maintain the consolidated secured debt to consolidated EBITDA ratio below those levels can be affected by events beyond its control, including, without limitation, wholesale electricity prices and environmental regulations, and there can be no assurance that TCEH will comply with this ratio. At Dec. 31, 2012, TCEH's consolidated secured debt to consolidated EBITDA ratio was 5.9 to 1.00, which compares to the maximum consolidated secured debt to consolidated EBITDA ratio of 8.00 to 1.00 currently permitted under the TCEH Senior Secured Facilities. The secured debt portion of the ratio excludes: (a) up to $1.5 billion of debt ($906 million excluded at Dec. 31, 2012) secured by a first-priority lien (including the TCEH Senior Secured Notes) if the proceeds of such debt are used to repay term loans or deposit letter of credit loans under the TCEH Senior Secured Facilities; and (b) debt secured by a lien ranking junior to the TCEH Senior Secured Facilities, including the TCEH Senior Secured Second Lien Notes. In addition, under the TCEH Senior Secured Facilities, TCEH is required to timely deliver to the lenders audited annual financial statements that are not qualified as to the status of TCEH and its consolidated subsidiaries as a going concern. "A breach of any of these covenants or restrictions could result in an event of default under one or more of our debt agreements at different entities within our capital structure, including as a result of cross acceleration or default provisions. Upon the occurrence of an event of default under one of these debt agreements, our lenders or noteholders could elect to declare all amounts outstanding under that debt agreement to be immediately due and payable and/or terminate all commitments to extend further credit. Such actions by those lenders or noteholders could cause cross defaults or accelerations under our other debt. If we were unable to repay those amounts, the lenders or noteholders could proceed against any collateral granted to them to secure such debt. In the case of a default under debt that is guaranteed, holders of such debt could also seek to enforce the guarantees. If lenders or noteholders accelerate the repayment of all borrowings, we would likely not have sufficient assets and funds to repay those borrowings. Such occurrence could result in EFH Corp. and/or its applicable subsidiary going into bankruptcy, liquidation or insolvency." A copy of the Form 10-K is available for free at: http://is.gd/1kiHZ7 The Company distributed a supplemental presentation entitled "EFH Corp. Q4 2012 Investor Call", a copy of which is available for free at http://is.gd/BGZGug About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. * * * As reported by the TCR on Aug. 15, 2012, Moody's downgraded the Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4 Speculative Grade Liquidity Rating. The downgrade of EFH's CFR to Caa3 from Caa2 reflects the company's financial distress and limited financial flexibility. In the Feb. 1, 2013, edition of the TCR, Fitch Ratings has lowered the Issuer Default Ratings (IDR) of Energy Future Holdings Corp (EFH) and Energy Future Intermediate Holding Company LLC (EFIH) to 'Restricted Default' (RD) from 'CCC' on the conclusion of the debt exchange and removed the Rating Watch Negative. As reported by the TCR on Feb. 4, 2013, Standard & Poor's Ratings Services said it raised its corporate credit ratings on EFH, EFIH, TCEH, and Energy Future Competitive Holdings Co. (EFCH) to 'CCC' from 'D' following the completion of several debt exchanges, each of which S&P considers distressed. ENTERTAINMENT PUBLICATIONS: Ch. 7 Trustee OK'd to Run Co. --------------------------------------------------------- Jamie Santo of BankruptcyLaw360 reported that a Delaware bankruptcy judge on Monday authorized the Chapter 7 trustee overseeing private equity-owned Entertainment Publications LLC to manage the coupon-book publisher as a going concern, allowing him prepare the 50-year-old company for a stalking horse sale rather than a liquidation. The report related that Trustee Charles M. Forman, who requested temporary permission to operate the shuttered publisher last week after receiving an $11.8 million offer, told the court it was imperative to act quickly in order to preserve the company's value. About Entertainment Publications Troy-Michigan based Entertainment Publications LLC, a producer of discount and promotion products, filed for Chapter 7 liquidation on March 12 in Delaware (Case No. 13-10496). The company was founded in 1962 by Hughes and Sheila Potiker as Sports Unlimited, selling 8,000 coupon books in the Detroit area. The company was acquired in 2008 by an affiliate of MHE Private Equity Fund LLC, which said at the time that the sale and accompanying tax benefit to seller IAC/InterActive Corp. was valued at about $135 million. The petition described the assets as worth less than $50 million with debt totaling more than $50 million. Christopher Ward, Esq., vice chairman of the bankruptcy and financial restructuring practice group at the Kansas City, Mo.- based law firm Polsinelli Shughart, represents the company. In March 2011, the company rebranded itself as Entertainment Promotions LLC, which has been its d.b.a. since then. The bankruptcy appears to be fallout between Menard and his longtime friend and former business partner in MH Equity Partners, Steve Hilbert. Hilbert was removed from control of the private equity fund. Menard wanted Hilbert out because MH Private Equity's investments have lost 70 percent of their value, according to a lawsuit filed in November 2012 in Wisconsin by Merchant Capital and Menard Inc. MH Private Equity spent $495 million to buy or invest in eight companies, including Entertainment Publications. Those investments have lost $344 million of their value since the fund was founded in 2005. EPICEPT CORP: Immune Has Until April 15 to File Financials ---------------------------------------------------------- EpiCept Corporation, EpiCept Israel Ltd. and Immune Pharmaceuticals Ltd. executed an amendment to the Merger Agreement and Plan of Reorganization that they signed on Nov. 7, 2012. The amendment allows Immune additional time to provide its audited financial statements, which are now required by April 15, 2013. The amendment also (i) adjusts the maximum amount of EpiCept's Specified Liabilities at the closing of the merger from $9 million to $10 million and (ii) removes the adjustment to the number of EpiCept shares issuable upon conversion of Immune shares at the closing based on the amount of EpiCept's Specified Liabilities at the closing. A copy of the Amended Merger Agreement is available at: http://is.gd/b1YbXx About EpiCept Corporation Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused on the development and commercialization of pharmaceutical products for the treatment of cancer and pain. The Company's lead product is Ceplene(R), approved in the European Union for the remission maintenance and prevention of relapse in adult patients with Acute Myeloid Leukemia (AML) in first remission. In the United States, a pivotal trial is scheduled to commence in 2011. The Company has two other oncology drug candidates currently in clinical development that were discovered using in-house technology and have been shown to act as vascular disruption agents in a variety of solid tumors. The Company's pain portfolio includes EpiCept(TM) NP-1, a prescription topical analgesic cream in late-stage clinical development designed to provide effective long-term relief of pain associated with peripheral neuropathies. The Company incurred a loss attributable to common stockholders of $6.12 million on $7.80 million of total revenue for the year ended Dec. 31, 2012, as compared with a loss attributable to common stockholders of $15.65 million on $944,000 of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $1.32 million in total assets, $15.29 million in total liabilities and a $13.96 million total stockholders' deficit. Deloitte & Touche LLP, in Parsippany, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses from operations and stockholders' deficit which raise substantial doubt about the Company's ability to continue as a going concern. FAIRFIELD SENTRY: Noel's Settlement with Investors Is Approved -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Walter Noel and other individuals associated with Fairfield Greenwich Group were told by a federal district judge at a March 22 hearing that he will approve a settlement where they will pay more than $50 million to investors in the funds they managed. The Fairfield Greenwich funds were among the largest feeder funds for the Bernard L. Madoff Investment Securities Inc. Ponzi scheme. The judge opened the door to settlement approval when he wrote an opinion last week refusing to allow the Madoff trustee to stop the settlement. About Fairfield Sentry Fairfield Sentry is being liquidated under the supervision of the Commercial Division of the High Court of Justice in the British Virgin Islands. It is one of the funds owned by the Fairfield Greenwich Group, an investment firm founded in 1983 in New York City. Fairfield Sentry and other Greenwich funds had among the largest exposures to the Bernard L. Madoff fraud. Fairfield Sentry Limited filed for Chapter 15 protection (Bankr. S.D.N.Y. Case No. 10-13164) on June 14, 2010. Greenwich Sentry, L.P., and an affiliate filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010, hoping to settle lawsuits filed against it in connection with its investments with Bernard L. Madoff. On May 18, 2009, Irving H. Picard, the trustee liquidating the estate of Mr. Madoff and his firm, Bernard L. Madoff Investment Securities, LLC, filed a lawsuit against Fairfield Sentry and Greenwich, seeking the return of US$3.55 billion that Fairfield withdrew from Madoff during the period from 2002 to Mr. Madoff's arrest in December 2008. Since 1995, the Fairfield funds invested about US$4.5 billion with BLMIS. Mr. Picard claims that Fairfield knew or should have known about the fraud give that it received from BLMIS unrealistically high and consistent annual returns of between 10% and 21% in contrast to the vastly larger fluctuations in the S&P 100 Index. FIRST DATA: Incurs $700.9 Million Net Loss in 2012 -------------------------------------------------- First Data Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to the Company of $700.9 million on $10.68 billion of revenues for the year ended Dec. 31, 2012, as compared with a net loss attributable to the Company of $516.1 million on $10.71 billion of revenues in 2011. The Company incurred a $1.02 billion net loss attributable to the Company in 2010. The Company's balance sheet at Dec. 31, 2012, showed $37.89 billion in total assets, $35.20 billion in total liabilities, $67.4 million in redeemable noncontrolling interest, and $2.62 billion in total equity. A copy of the Form 10-K is available for free at: http://is.gd/RqJq5O About First Data Based in Atlanta, Georgia, First Data Corporation provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. * * * The Company's carries a 'B3' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. FIRST PLACE: Bankruptcy Case Converted to Chapter 7 --------------------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court approved First Place Financial's motion to convert its Chapter 11 reorganization case to a liquidation under Chapter 7. The Company explains, "Given that all of the Debtor's primary creditors received direct payment in satisfaction of their claims, pursuant to the terms of the Amended [Asset Purchase Agreement], and the Debtor has no funds to distribute under a chapter 11 plan, the Debtor determined that it would be in the best interest of all creditors and stakeholders to convert this case to a proceeding under chapter 7 of the Bankruptcy Code," the BData report related, citing court documents. About First Place First Place Financial Corp. is a $3.1 billion financial services holding company, based in Warren, Ohio. The First Place bank subsidiary isn't in bankruptcy. First Place filed a Chapter 11 petition (Bankr. D. Del. Case No. 12-12961) in Delaware on Oct. 28, 2012, to sell its bank unit to Talmer Bancorp, Inc., absent higher and better offers. The Debtor declared $175 million in total assets and $65.6 million in total liabilities as of Oct. 26, 2012. The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as legal counsel, and FTI Consulting, Inc., as financial advisor. Donlin, Recano & Company, Inc. -- http://www.donlinrecano.com/-- is the claims and notice agent. The Official Committee of Trust Preferred Securities tapped to retain Kirkland & Ellis as counsel; Klehr Harrison Harvey Branzburg as co-counsel; Holdco Advisors as financial advisor; and Rothschild as investment banker and financial advisor. FLEET CAPITAL: Fitch Affirms Ratings at 'BB' -------------------------------------------- Fitch Ratings has affirmed the ratings of Fleet Capital Trust V at 'BB' based on a press release that affirmed the ratings of the ultimate parent, Bank of America (BAC), on Oct. 10, 2012. Due to a technical reason, Fleet Capital Trust V's ratings were left off the original press release. Fitch affirms the following: -- Fleet Capital Trust V at 'BB' FRIENDSHIP DAIRIES: AgStar Wants 2nd Exclusivity Extension Denied ----------------------------------------------------------------- AgStar Financial Service, FLCA, the duly appointed and acting loan servicer and power of attorney for McFinney Agrifinance, LLC by and through its attorneys, John O'Brien and Snell & Wilmer L.L.P., asks that the Bankruptcy Court deny Friendship Dairies' second motion to extend exclusivity periods so that the case can promptly convert to a Chapter 7. Agstar explains that the Debtor has failed to deliver on its promise to file a plan by Jan. 31, and the report of special dairy business consultants indicated that the Debtor will run out of cash before completing a plan. The Debtor is requesting that the Court extend its exclusive period to file a proposed Chapter 11 plan until April 30, 2013. The Debtor explained that it needed time to review the final report of Emerald Agriculture and Raymond Hunter, Ph.D., as special dairy business consultants, which was released on Jan. 11. According to the Debtor the final report will allow it to better prepare a plan of reorganization. In particular, Dr. Hunter's report will be instrumental in fashioning Debtor's pro forma, assessing current business operations, presenting the feasibility of Debtor's plan, and assessing and presenting any changes in Debtor's current business operations. About Friendship Dairies Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012. The Debtor estimated assets and debts of $10 million to $50 million. The Debtor operates a dairy near Hereford, Deaf Smith County, Texas. The dairy consists of 11,000 head of cattle, fixtures and equipment. The Debtor also farms 5,000 acres of land for production of various crops used in feeding for the cattle. The Debtor owes McFinney Agri-Finance, LLC, $16 million secured by the Debtor's property, which is appraised at more than $24 million. The debtor disclosed $44,421,851 in assets and $45,554,951 in liabilities as of the Chapter 11 filing. Bankruptcy Judge Robert L. Jones oversees the case. J. Bennett White, P.C., serves as the Debtor's counsel. The petition was signed by Patrick Van Adrichem, partner. The U.S. Trustee appointed a six-member creditors committee in the Debtor's case. The Committee tapped Levenfeld Pearlstein as lead counsel, and Mullin, Hoard & Brown as local counsel. FUEL DOCTOR: Chief Executive Officer Resigns -------------------------------------------- Mark Soffa, chief executive officer of Fuel Doctor Holdings, Inc., resigned from his positions as an officer and director of the Company, effective March 19, 2013. Mr. Soffa's resignation was not due to any disagreements with the Company on any matter relating to the Company's operations, policies or practices. Default Under Security Agreement Fuel Doctor is in default of the security agreement it entered into with Nationwide Automated Systems, Inc. The Company has been presented with a Notice of Proposal to Accept Collateral from Nationwide in full satisfaction of the Company's obligations. The Company has received the consent from the Company's other secured creditor, Bibby Financial Services (CA), Inc., to consummate the Proposal. On March 18, 2013, the Board of Directors authorized the Company to accept the Proposal from Nationwide and directed the Company to agree to the Proposal. Suspends Filing of Reports with SEC In light of its inability to raise additional capital, the Board of Directors of Fuel Doctor resolved in a board resolution dated Feb. 22, 2013, that on or around March 18 the Company will file a Form 15 with the United States Securities and Exchange Commission to voluntarily terminate its reporting obligations under the Securities Exchange Act of 1934. Although the Company is classified as a voluntary filer with the SEC, it has deemed that it is in the best interest of the Company to file the Form 15 for public disclosure. The Form 15 will become effective 90 days after filing if there are no objections from the SEC or such shorter period as the SEC may determine. The Company's SEC reporting obligations, including the obligations to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, will be immediately suspended upon the filing of the Form 15, unless the SEC denies the effectiveness of Form 15, in which case the Company is required to file all the reports within 60 days of such denial. The Company expects that, as a result of the Form 15 filing, its common stock will be removed from trading on the OTCQB. Shares are anticipated being available for trading on the OTC Pink Sheets, although there can no assurances that any trading market for the Company's securities will exist after the Company has filed the Form 15, and the liquidity of such trading market may be very limited. About Fuel Doctor Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the exclusive distributor for the United States and Canada of a fuel efficiency booster (the FD-47), which plugs into the lighter socket/power port of a vehicle and increases the vehicle's miles per gallon through the power conditioning of the vehicle's electrical systems. The Company has also developed, and plans on continuing to develop, certain related products. Fuel Doctor reported a net loss of $2.69 million in 2011, compared with a net loss of $2.48 million in 2010. Rose, Synder & Jacobs LLP, in Encino, California, 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 sustained recurring operating losses, continues to consume cash in operating activities, and has an accumulated deficit at Dec, 31, 2011, which conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2012, showed $1.37 million in total assets, $1.61 million in total liabilities and a $240,899 total shareholders' deficit. FULLER BRUSH: Plan Confirmation Hearing Set for April 9 ------------------------------------------------------- Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York has approved the disclosure statement explaining The Fuller Brush Company, Inc., et al.'s Plan of Reorganization and scheduled a hearing to consider confirmation of the Plan on April 9, 2013 at 2:00 p.m. Objections to the Plan confirmation are due no later than March 28. Under the Plan, Class 2 (Victory Park Secured Claim) is impaired and entitled to vote on the Plan. The Victory Park Secured Claim, estimated to total $15.5 million, will recover 94% of the allowed amount. Class 3 (General Unsecured Claims) are also impaired and entitled to vote on the Plan. General Unsecured Claims, estimated to total $16 million, will recover 1%-10% of the allowed claim amount. Class 4 (Subordinated Claims) and Class 5 (Equity Interests) will receive no distributions under the Plan and are therefore deemed to have rejected the Plan. Class 1 (Priority Non-Tax Claims) is unimpaired and conclusively deemed to have accepted the Plan. To be counted, ballots for accepting or rejecting the Plan must be received on or before March 28. A full-text copy of the Disclosure Statement dated Feb. 19, 2013, is available for free at: http://bankrupt.com/misc/THEFULLERds0219.pdf About The Fuller Brush The Fuller Brush Company -- http://www.fuller.com/-- sells branded and private label products for personal care, commercial and household cleaning and has a current catalog of 2,000 cleaning products. Some of Fuller's retail partners include Home Trends, Bi-Mart, Byerly's, Lunds, Home Depot, Do-It-Best, Primetime Solutions, Vermont Country Store and Starcrest. Founded in 1906 and based in Great Bend, Kansas, The Fuller Brush Company, Inc., and its parent, CPAC, Inc., filed for Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 12-10714 and 12-10715) in Manhattan on Feb. 21, 2012. Fuller Brush filed for bankruptcy five years after the company was taken over by private equity firm Buckingham Capital Partners. Fuller, which has 180 employees as of the Chapter 11 filing, disclosed $22.9 million in assets and $50.9 million in debt. Fuller said it will be business as usual while undergoing Chapter 11 restructuring. But it said that while in reorganization, it intends to trim about half of the current catalog of cleaning products. Herrick Feinstein LP serves as the Debtors' bankruptcy counsel. The official committee of unsecured creditors has tapped the law firm of Kelley Drye & Warren LLP as counsel. The reorganization is being financed with a $5 million loan from an affiliate of Victory Park Capital Advisors LLC, the secured lender owed $22.7 million. In October 2012, Innovative Livestock Services Inc. purchased Fuller Brush's non-consumer business for $12 million cash. Victory Park exchanged $5 million in secured debt for the Debtors' consumer business. GATEHOUSE MEDIA: Considering Prepackaged Chapter 11 Filing ---------------------------------------------------------- Emily Glazer and Mike Spector at Daily Bankruptcy Review report that GateHouse Media Inc., the struggling local newspaper chain owned by Fortress Investment Group LLC, is weighing a streamlined bankruptcy-protection filing to tackle more than $1 billion in debt coming due next year while it tries to negotiate a far- reaching deal with creditors, said people close to company. Maria Chutchian of BankruptcyLaw360 reported that Fortress Investment Group LLC-owned newspaper company GateHouse Media Inc. has entered talks with attorneys at Cleary Gottlieb Steen & Hamilton LLP in an effort to restructure $1.2 billion in debt and avoid bankruptcy, according to a Monday news report. The Fairport, N.Y.-based company is asking creditors to either forgive their debt in exchange for some ownership in a reorganized company, or accept payments of 33 cents for every dollar they are owed, according to the Wall Street Journal, the report related. GateHouse's core publications, which primarily serve local markets, include 78 daily newspapers geographically dispersed across 21 states, with the majority in the Midwest and Western U.S. The company's newspapers generally have limited direct competition from other newspapers but face a long-term decline in advertising market share to online sources. Its small base of online revenues (only about 10% of the total) compete in a fragmented online advertising market and are unlikely to grow sufficiently to offset print advertising declines. Profitability remains below the peer group average, and the company faces the risk of fewer efficiency-related options to continue to reduce costs, given its dispersed operations. S&P believes it will continue underperforming, because its portfolio of local newspapers derives a relatively low percentage of revenue from national advertising, and local advertising remains under pressure. GLOBAL ARENA: Selling Interest in Global Arena Trading for $500 --------------------------------------------------------------- Global Arena Holding, Inc., and Courtney Smith signed a purchase agreement on March 7, 2013. Global Arena Holding is selling 100% of the 100 member interests in Global Arena Trading Advisors LLC at $5.00 per member interest, for a total of $500. A copy of the Purchase Agreement is available for free at: http://is.gd/zIbT97 About Global Arena New York, N.Y.-based Global Arena Holding, Inc., formerly Global Arena Holding Subsidiary Corp., was formed in February 2009, in the state of Delaware. The Company is a financial services firm that services the financial community through its subsidiaries as follows: Global Arena Investment Management LLC provides investment advisory services to its clients. GAIM is registered with the Securities and Exchange Commission as an investment advisor and clears all of its business through Fidelity Advisors, its correspondent broker. Global Arena Commodities Corp. provides commodities brokerage services and earns commissions. Global Arena Trading Advisors, LLC provides futures advisory services and earns fees. GATA is registered with the National Futures Association (NFA) as a commodities trading advisor. Lillybell Entertainment, LLC provides finance services to the entertainment industry. Wei, Wei & Co., LLP, in New York, N.Y., expressed substantial doubt about Global Arena'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 since inception, experiences a deficiency of cash flow from operations and has a stockholders deficiency. The Company's balance sheet at Sept. 30, 2012, showed $1.09 million in total assets, $2.35 million in total liabilities and a $1.26 million total stockholders' deficiency. GOLDEN GUERNSEY: Wisconsin Milk Plant Goes Up for Auction May 14 ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that competing bids for the Wisconsin milk-processing plant owned by Golden Guernsey LLC must be submitted by May 4, under procedures adopted on March 22 by the U.S. Bankruptcy Court in Delaware. According to the report, the liquidating trustee already has a contract for $5.5 million. If there are higher bids, the auction will occur May 14, followed by a sale-approval hearing on June 10. The prospective buyer already under contract is LEL Operating Co. The trustee said the purchase price will be enough to pay off secured debt. At the outset of bankruptcy, the lender claimed to be owed almost $7.9 million. About Golden Guernsey Waukesha, Wisconsin-based milk processor Golden Guernsey, LLC, filed for Chapter 7 bankruptcy (Bankr. D. Del. Case No. 13-10044) on Jan. 8, 2013, following the Jan. 5 closing of its facility. OpenGate Capital, LLC, a private investment and acquisition firm, acquired Golden Guernsey in September 2011 from Dean Foods after the United States Department of Justice required Dean Foods to sell the business to resolve antitrust concerns that Dean Foods' share of the school milk supply business was too large. The Chapter 7 petition stated that assets and debt both exceed $10 million. Charles Stanziale was appointed Chapter 7 trustee. GRAPHIC PACKAGING: Moody's Rates New $425MM Sr. Unsec. Notes Ba3 ---------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Graphic Packaging International Inc.'s proposed $425 million senior unsecured notes due 2021. At the same time, Moody's affirmed all existing ratings, including Ba2 corporate family rating, probability of default rating of Ba2-PD, and Ba1 ratings on the company's secured debt. The net proceeds of this offering, together with cash on hand, are expected to be used to refinance, through a redemption on June 15, 2013, all $425 million aggregate principal amount of the company's 9.50% senior notes due 2017 and to pay the related fees and expenses. In the interim, Moody's expects the company to use the funds to temporarily repay borrowings outstanding under its revolving credit facility. The transaction is expected to be leverage neutral. The rating outlook is stable. Ratings Rationale: Graphic Packaging's Ba2 corporate family rating reflects Moody's expectation of a reduction in adjusted leverage to approximately 3.5x over the next eighteen months, and continued steady operating performance supported by providing packaging to the relatively stable food and beverage segment. The rating is also supported by the company's relatively low cost vertically integrated asset base and the company's leading industry position in the North American folding cartons packaging industry. The rating is constrained by the company's exposure to volatile fiber and energy costs and the expectation of continued acquisitions. The stable outlook reflects Moody's expectation that the company will continue to generate strong financial and operating results, and will not undertake meaningful debt financed acquisitions or significant shareholder return activities in the near future. Moody's also expects the company will benefit from continued debt reduction, improved productivity and growing geographic diversification through the integration of its recently acquired European operations. The outlook also acknowledges integration risks surrounding their recent acquisitions. Moody's could upgrade the ratings if Graphic Packaging is able to maintain a good liquidity position and sustain normalized (RCF- Capex)/Debt towards 12% and Debt/EBITDA of less than 3.0x (including Moody's standard adjustments). The ratings could be downgraded should the company face significant price and volume deterioration, material deterioration in liquidity arrangements, (RCF-Capex)/Debt of around 5%, or if Debt/ EBITDA remain above 4.0x on a sustained basis. The principal methodology used in this rating was the Global Paper and Forest Products Industry Methodology published in September 2009 and the Speculative Grade Liquidity Ratings published in September 2002. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Graphic Packaging, headquartered in Atlanta, Georgia, provides paperboard packaging solutions. The company manufactures and supplies folding cartons and multi-pack beverage carriers, coated unbleached kraft paperboard, coated recycled board, and machinery- based packaging systems for the food and beverage industry. The company also supplies flexible packaging, including multi-wall bags and plastics. For the full year 2012, Graphic Packaging generated approximately $4.3 billion in revenue. In December 2012, Graphic closed the transaction to acquire Contego's European food carton business and A&R Carton's beer and beverage packaging business (total cost of about $150 million). GRAPHIC PACKAGING: S&P Rates $425 Million Senior Notes 'BB+' ------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its ratings, including its 'BB+' corporate rating, on Atlanta, Ga.-based Graphic Packaging International Inc. The rating outlook is stable. S&P also assigned its 'BB+' issue-level ratings to the company's proposed $425 million senior notes. The recovery rating is '3', reflecting S&P's expectation that lenders can expect to achieve meaningful (50% to 70%) recovery in the event of a payment default. Proceeds from the proposed senior notes are to be used to fund a future redemption of the company's 9.5% senior notes due 2017. "The ratings affirmation follows Graphic Packaging's announcement of its proposed new notes offering that we anticipate will result in no meaningful change to the company's total debt, a modest decrease in annual cash interest expense, and forecasted credit measures remaining consistent with our view of its 'significant' financial risk profile," said Standard & Poor's credit analyst Tobias Crabtree. S&P forecasts annual free cash flow in excess of $250 million in 2013 and 2014 and leverage declining to 3x over this period from about 4x as of Dec. 31, 2012. The ratings on Graphic Packaging reflect the combination of what S&P considers to be its "satisfactory" business risk and significant financial risk profiles. S&P expects further leverage reduction from free cash flow to result in leverage in the mid-3x area and funds from operations (FFO) of about 20% at the end of 2013. S&P views these credit metrics as consistent with the rating and its assessment of the company's significant financial risk profile. S&P's satisfactory business risk profile reflects its view of the company's long-term customer relationships, position as the largest North American producer of folding cartons with 32% market share, and its value-added product mix. The ratings also incorporate S&P's expectations for no additional large debt-financed acquisitions, share repurchases, or dividends to its concentrated shareholder base. The rating outlook is stable. S&P expects Graphic Packaging to continue to generate sizeable free cash flow and remain committed to modest debt reduction, so that credit measures remain in line with the ratings. Based on S&P's EBITDA projections, it expects free cash flow generation to be $250 million or more in each of the next two years, leverage to approximate 3.5x, and FFO to debt to be about 20% by the end of 2013. S&P views these credit measures as consistent with the 'BB+' corporate credit rating, given the company's satisfactory business risk profile. For a higher rating, S&P's assessment of Graphic Packaging's financial risk would need to improve to "intermediate" from "significant," based on its satisfactory business risk profile. This could occur if leverage was sustained at or below 3x and FFO to debt above 30% and S&P viewed the company's financial policy as consistent with a low-investment-grade rating. For this to occur, earnings would have to improve more than 15% from S&P's 2013 EBITDA forecast and stay at that level. In addition, for a higher rating S&P would have to anticipate that the company would finance any potential dividends, share repurchases or acquisitions such that credit metrics remained consistent with an intermediate profile. S&P could lower the rating if free cash flow were to significantly decline or be used for other activities, such as excessive shareholder rewards, large acquisitions, or initiatives, causing leverage to remain above 4x, with FFO to debt in the mid-teen percentage area. This could occur with minimal debt reduction and if EBITDA were to decline 15% from S&P's 2013 forecast and stay at that level. HARDEMAN COUNTY: Chapter 9 Case Summary --------------------------------------- Debtor: Hardeman County Hospital District dba Hardeman County Memorial Hospital 402 Mercer Street Quanah, TX 79252 Bankruptcy Case No.: 13-70103 Chapter 9 Petition Date: March 21, 2013 Court: U.S. Bankruptcy Court Northern District of Texas (Wichita Falls) Judge: Harlin DeWayne Hale Debtor's Counsel: Angela B. Degeyter, Esq. VINSON & ELKINS, LLP 2001 Ross Avenue, Suite 3700 Dallas, TX 75201-2975 Tel: (214) 220-7763 Fax: (214) 999-7763 E-mail: adegeyter@velaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Dave Clark, interim administrator. HAWAII OUTDOOR: Secured Claims to Be Paid Within 60 Months ---------------------------------------------------------- Hawaii Outdoor Tours Inc., dba Naniloa Volcanoes Resort and Naniloa Volcanoes Golf Club, delivered to the Bankruptcy Court in Hawaii a plan of reorganization and explanatory disclosure statement dated March 20, 2013. Hawaii Outdoor Tours said its Plan is a reorganizing plan accomplished through the continuation of the Debtor's primary business, the ownership, management, refinance and/or sale of the Debtor's hotel. The Plan will restructure a note held by First Citizens Bank. The Plan says the secured creditors -- which include the bank, the Director of Finance-RPT County of Hawaii, and the Hawaii State Tax Collector, the Department of Taxation -- will be paid the present value of their claim at a market interest rate over a 60-month period through net income of the Hotel or through a sale or refinancing of the Hotel property. The Debtor, however, noted that the allowed claims of the Director of Finance-RPT County of Hawaii, and the Hawaii State Tax Collector, the Department of Taxation, will be paid in full on the plan effective date should the state of Hawaii or its assignee as lessor to Hawaii Outdoor Tours, as lessee under a 2006 lease, determine that those allowed claims be paid in full on the effective date as a cure of the amounts due to maintain the terms and conditions due under the lease. Holders of General Unsecured Claims may expect a 100% recovery on their allowed claim on or before the 60th month following the plan effective date. The effective date is projected to be Sept. 15, 2013. The first payment under the Plan is projected to be Oct. 15. Kenneth Fujiyama, the Debtor's CEO, will continue with his role post-effective date. A copy of the disclosure statement explaining the Plan is available at http://is.gd/2A84Od About Hawaii Outdoor Tours Hawaii Outdoor Tours, Inc., operator of the Niloa Volcanoes Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D. Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012. Niloa Volcanoes is a 382-room hotel with a nine-hole golf course. The 64-acre property is subject to a 65-year lease, commencing Feb. 1, 2006, and provides for a total ground rent for the first 10 years of $500,000 annually. The Debtor used a $10 million loan from First Regional Bank and $10 million of its own cash to invest in the property. First-Citizens Bank & Trust Company, which acquired the First Regional note from the Federal Deposit Insurance Corp., commenced foreclosure proceedings in August. First-Citizens Bank asserts a claim of $9.95 million. The Debtor believes that the value of the hotel property exceeds the amount of the First-Citizens Bank note. Just the bricks and mortal alone was valued in excess of $35 million by First Regional's appraiser and the insurance company. Bankruptcy Judge Robert J. Faris oversees the case. Wagner Choi & Verbrugge acts as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed $52,492,891 in assets and $11,756,697 in liabilities. The petition was signed by CEO Kenneth Fujiyama. Ted N. Petitt, Esq., represents Secured Creditor First-Citizens Bank as counsel. Cynthia M. Johiro, Esq., represents the State of Hawaii Department of Taxation as counsel. The Official Committee of Unsecured Creditors retained Tsugawa Biehl Lau & Muzxzi, LLLC, as counsel. HAWAII OUTDOOR: Hearing on Further Access to Cash Tomorrow ---------------------------------------------------------- The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the District of Hawaii previously entered an order authorizing Hawaii Outdoor Tours, Inc., to continue using cash collateral until March 28. The hearing to consider further access to cash collateral is slated for March 28, at 9:30 a.m. First-Citizens Bank holds a first priority security interest in all property of the Debtor, including cash collateral, as security for a loan in the principal amount of approximately $9,736,403.67, together with interest and other fees under the Secured Loan Agreements. The Debtor said that it needs to use cash collateral in order to continue its operations, meet its payroll and other necessary ordinary course business expenditures, administer and preserve the value of its estate, and maintain adequate access to cash in amounts customary and necessary for a company of its size in this industry to maintain customer and vendor confidence. The Lender consented to the use of cash collateral. According to a March 6 fourth interim order, the Court authorized the Debtor to use cash collateral until March 25. During the fourth interim cash collateral period, the material terms of the Secured Loan Agreements will continue in full force and effect. As adequate protection, the Debtor was required to make a payment of $55,000 to the Lender by March 20, 2013. Thereafter monthly payments of at least $55,000, paid no later than the 20th day of each month. First-Citizens Bank is also granted a senior replacement lien in all of the borrower accounts created from and after the Petition Date and all of the Debtor's prepetition collateral and related proceeds. The State of Hawaii Department of Taxation claims junior lien interests in the assets of the Debtor as security for a tax claim in the amount of $473,536 as of the Petition Date. The State of Hawaii Department of Taxation is granted a second priority replacement lien in all of the Borrower Accounts created from after after the Petition Date and all of the prepetition collateral and associated proceeds. About Hawaii Outdoor Tours Hawaii Outdoor Tours, Inc., operator of the Niloa Volcanoes Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D. Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012. Niloa Volcanoes is a 382-room hotel with a nine-hole golf course. The 64-acre property is subject to a 65-year lease, commencing Feb. 1, 2006, and provides for a total ground rent for the first 10 years of $500,000 annually. The Debtor used a $10 million loan from First Regional Bank and $10 million of its own cash to invest in the property. First-Citizens Bank & Trust Company, which acquired the First Regional note from the Federal Deposit Insurance Corp., commenced foreclosure proceedings in August. First-Citizens Bank asserts a claim of $9.95 million. The Debtor believes that the value of the hotel property exceeds the amount of the First-Citizens Bank note. Just the bricks and mortal alone was valued in excess of $35 million by First Regional's appraiser and the insurance company. Bankruptcy Judge Robert J. Faris oversees the case. Wagner Choi & Verbrugge acts as bankruptcy counsel. In its schedules, the Debtor dislcosed $52,492,891 in assets and $11,756,697 in liabilities. The petition was signed by CEO Kenneth Fujiyama. Ted N. Petitt, Esq., represents Secured Creditor First-Citizens Bank as counsel. Cynthia M. Johiro, Esq., represents the State of Hawaii Department of Taxation as counsel. HAWAII OUTDOOR: Court Denies Bank's Bid for Trustee --------------------------------------------------- The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the District of Hawaii has denied secured Creditor First-Citizens Bank & Trust Company's motion for appointment of a trustee of Hawaii Outdoor Tours, Inc.'s bankruptcy estate. First-Citizens, in a motion filed on Feb. 19, claimed that the Debtor made fraudulent and preferential avoidable transfers of funds in the amount of at least $880,296 within one year of the petition to these insiders: (i) KDC Corporation, the parent Hawaii corporation of Debtor, owned and controlled by CEO Ken Fujiyama, his wife, Lee Harlow, and Fujiyama's daughter, Kristie Fujiyama Kosmides; (ii) Nani Mau, Inc., a Hawaii corporation owned by KDC and controlled by Mr. Fujiyama; (iii) Volcano House, a former hotel business near Volcanos National Park, operated by KDC, and; (iv) Fujiyama, Harlow, Kosmides, and other members of the Fujiyama family. First-Citizens also accused the Debtor of, among other things: (i) gross mismanagement of funds, and failure to pay critical creditors of Debtor's business, including the State of Hawaii, Department of Land and Natural Resources, the State of Hawaii, Department of Taxation, the County of Hawaii and other creditors; (ii) failure to keep adequate accounting records, failure to make prompt and complete reports, submission of deceptive and misleading financial reports, and failure to make material disclosures about Debtor's financial condition; (iii) incompetent construction efforts and attempts to renovate the Naniloa Volcanoes Resort, which has resulted in approximately 50% of the hotel rooms being unavailable for renting, one tower being shut down completely, and leaving the two other towers in a state of disrepair with many un-rentable hotel rooms; and (iv) continued violations of the cash collateral orders and the Debtor's improper and unauthorized use of cash. According to First-Citizens, the primary creditors of Debtor's bankruptcy estate have no confidence in the current management of Debtor's business. First-Citizens is represented by: CASE LOMBARDI & PETTIT, A Law Corporation Ted N. Pettit, Esq. Dana R. Lyons, Esq. Ryan M. Hamaguchi, Esq. Pacific Guardian Center, Mauka Tower 737 Bishop Street, Suite 2600 Honolulu, Hawaii 96813 Tel: (808) 547-5400 Fax: (808) 523-1888 E-mail: tpettit@caselombardi.com dlyons@caselombardi.com rhamaguchi@caselombardi.com On March 11, the Debtor objected to First-Citizens' motion, denying that it has grossly mismanaged the Hotel Property during the post-petition period. According to the Debtor, non-payment of prepetition debts and alleged avoidable transfers by the Debtor against certain insiders at this early stage of case doesn't warrant the appointment of a trustee. The Debtor said that it has not engaged in insider self-dealing of the nature that justifies the appointment of a trustee, and has made every good faith effort to maintain its accounting records and provide information to First-Citizens. The Debtor denied that it has materially violated the terms of the cash collateral stipulations and that it is suffering large sustained operating losses. The Debtor said that its financial performance has improved post-petition and that it had sufficient cash to pay its $250,000 lease payment due on Feb. 1, 2013, to the State of Hawaii. ?First Citizens' lack of 'cause' is further underscored by the fact that it has received, and continues to receive $55,000 in monthly 'adequate protection' payments,? the Debtor stated. About Hawaii Outdoor Tours Hawaii Outdoor Tours, Inc., operator of the Niloa Volcanoes Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D. Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012. Niloa Volcanoes is a 382-room hotel with a nine-hole golf course. The 64-acre property is subject to a 65-year lease, commencing Feb. 1, 2006, and provides for a total ground rent for the first 10 years of $500,000 annually. The Debtor used a $10 million loan from First Regional Bank and $10 million of its own cash to invest in the property. First-Citizens Bank & Trust Company, which acquired the First Regional note from the Federal Deposit Insurance Corp., commenced foreclosure proceedings in August. First-Citizens Bank asserts a claim of $9.95 million. The Debtor believes that the value of the hotel property exceeds the amount of the First-Citizens Bank note. Just the bricks and mortal alone was valued in excess of $35 million by First Regional's appraiser and the insurance company. Bankruptcy Judge Robert J. Faris oversees the case. Wagner Choi & Verbrugge acts as bankruptcy counsel. In its schedules, the Debtor dislcosed $52,492,891 in assets and $11,756,697 in liabilities. The petition was signed by CEO Kenneth Fujiyama. Ted N. Petitt, Esq., represents Secured Creditor First-Citizens Bank as counsel. Cynthia M. Johiro, Esq., represents the State of Hawaii Department of Taxation as counsel. HD SUPPLY: Amends $1 Billion Term Loan Facility with BofA --------------------------------------------------------- HD Supply, Inc., entered into Amendment No. 1 to its $1,000,000,000 term loan facility, dated as of April 12, 2012, by and among the Company, Bank of America, N.A., as administrative agent and collateral agent, and the other lenders and financial institutions from time to time party thereto. Borrowings under the Credit Agreement bear interest at a rate per annum equal to an applicable margin plus, at the Company's option, either LIBOR (subject to a 1.25% floor) or the base rate. The Amendment reduced the applicable margin for borrowings under the Credit Agreement from 6.0% for LIBOR borrowings and 5.0% for base rate borrowings to 3.25% for LIBOR borrowings and 2.25% for base rate borrowings. The Amendment also replaced the hard call provision applicable to optional prepayment of term loans thereunder with a soft call option. The soft call option provides for a premium equal to 1.0% of the aggregate principal amount of term loans being prepaid if, on or prior to Aug. 15, 2013, the Company enters into certain repricing transactions. About HD Supply HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the largest North American wholesale distributors supporting residential and non-residential construction and to a lesser extent electrical consumption and repair and remodeling. HDS also provides maintenance, repair and operations services. Its businesses are organized around three segments: Infrastructure and Energy; Maintenance, Repair & Improvement; and, Specialty Construction. HDS operates through approximately 800 locations throughout the U.S. and Canada serving contractors, government entities, maintenance professionals, home builders and professional businesses. The Company reported a net loss of $543 million for the year ended Jan. 29, 2012, a net loss of $619 million for the year ended Jan. 30, 2011, and a net loss of $514 million for the year ended Jan. 31, 2010. The Company's balance sheet at Oct. 28, 2012, showed $7.67 billion in total assets, $8.55 billion in total liabilities and a stockholders' deficit of $881 million. * * * As reported by the TCR on Jan. 11, 2013, Moody's Investors Service upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3 from Caa1 and its probability of default rating to B3 from Caa1. This rating action results from our expectations that HDS will refinance a significant portion of its senior subordinated notes due 2015, effectively extending the remainder of its maturities by at least two years to 2017. HD Supply carries a 'B' corporate credit rating, with negative outlook, from Standard & Poor's Ratings Services. HEALTHWAREHOUSE.COM INC: Presented at 25th ROTH Conference ---------------------------------------------------------- Lalit Dhadphale, president and chief executive officer of Healthwarehouse.com, Inc., gave a presentation describing the Company and its business operations at the 25th Annual ROTH Conference in Laguna Nigel, California. The slides from this presentation are available for free at http://is.gd/q56UEc About HealthWarehouse.com HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e- commerce company that sells brand name and generic prescription drugs as well as over-the-counter ("OTC") medical products. The Company's balance sheet at June 30, 2012, showed $2.24 million in total assets, $6.82 million in total liabilities, $752,226 in redeemable preferred stock, and a $5.33 million total stockholders' deficiency. The Company reported a net loss of $5.71 million in 2011, compared with a net loss of $3.69 million in 2010. "Since inception, the Company has financed its operations primarily through product sales to customers, debt and equity financing agreements, and advances from stock holders. As of June 30, 2012 and December 31, 2011, the Company had negligible cash and working capital deficiency of $5,724,914 and $2,404,464, respectively. For the six months ended June 30, 2012, cash flows included net cash used in operating activities of $581,948, net cash provided by investing activities of $138,241 and net cash provided by financing activities of $443,846. Additionally, all of the Company's outstanding convertible notes payable mature at the end of December 2012 and outstanding notes payable mature in January 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company said in its quarterly report for the period ended June 30, 2012. In the auditors' report accompanying the consolidated financial statement for the year ended Dec. 31, 2011, Marcum LLP, in New York, expressed substantial doubt about HealthWarehouse.com's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. HERCULES OFFSHORE: Penn Capital Holds Class A Shares at Dec. 31 --------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Penn Capital Management disclosed that, as of Dec. 31, 2012, it beneficially owns 6,977,435 shares of Class A Common Stock of Hercules Offshore, Inc., representing 5.08% of the shares outstanding. A copy of the filing is available for free at: http://is.gd/bxzGKn About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. The Company reported a net loss of $76.12 million in 2011, a net loss of $134.59 million in 2010, and a net loss of $91.73 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $2.02 billion in total assets, $1.15 billion in total liabilities and $877.24 million stockholders' equity. * * * The Troubled Company Reporter said on March 23, 2012, that Moody's Investors Service upgraded Hercules Offshore, Inc., Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to B3 from Caa1 contingent upon the completion of its recently announced recapitalization plan. Hercules' B3 CFR reflects its jackup fleet, which consists primarily of standard specification rigs with an average age of about 30 years. Its rigs are geographically concentrated in the Gulf of Mexico (GoM), a market that experienced a slow-down after the Macondo well incident. However, over the last year a pick-up in permitting and activity levels in the GoM, has led to higher dayrates. For Hercules, the improving market conditions have stabilized its cash flow from operations, which are expected continue to improve for at least the next 18 to 24 months as old contracts roll into new contracts with higher dayrates. These improving market conditions support the decision to upgrade Hercules' CFR at this time. As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based Hercules Offshore Inc. to 'B' from 'B-'. "The upgrade reflects the improving market conditions in the Gulf of Mexico and our expectations that Hercules' fleet will continue to benefit," said Standard & Poor's credit analyst Stephen Scovotti. HP GOLF: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: HP Golf Links LLC 1900 Stirling Drive Starkville, MS 39759 Bankruptcy Case No.: 13-11143 Chapter 11 Petition Date: March 20, 2013 Court: U.S. Bankruptcy Court Northern District of Mississippi (Aberdeen) Debtor's Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: (601) 427-0048 E-mail: cmgeno@cmgenolaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by William W. Anderton, member. INDIANA EQUITY: Court Dismisses Chapter 11 Case ----------------------------------------------- The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the Northern District of Illinois last month entered an order dismissing Indiana Equity Investments, LLC's Chapter 11 case. On Nov. 20, 2012, the Debtor sought dismissal of its case, saying that it is incapable of formulating any plan of reorganization that would be confirmable by the Court. Federal National Mortgage Association, the Debtor's primary secured creditor, asserted senior mortgage liens against Autumnwoods Apartments and Brendonwood Apartments, the Debtor's two separate residential apartment projets in Fort Wayne, Indiana, to secure an indebtedness in an amount of at least $8,149,853.89 as of the Petition Date. Arbor Commercial Funding LLC is the predecessor to FNMA with respect to the same mortgage indebtedness relating to the Properties. On Jan. 4, 2012, the Court approved a settlement among the Debtor, FNMA, Arbor, and debtors Joseph Junkovic, Tom Junkovic, Maria Junkovic and Midwestern Equities, LLC. Under the settlement, the Debtor agreed to, among other things, enter a consent foreclosure relating to the Properties and turnover any and all funds, security deposits, accountings and other matters. As of Nov. 20, the settlement was fully consummated. As a result of the settlement, all assets of the Debtor have been transferred to FNMA. About Indiana Equity Based in Alsip, Illinois, Indiana Equity Investments, LLC, aka Autumnwoods Apartments and Brendonwood Apartments, owns two commercial multi-family properties located in Fort Wayne, Indiana. It filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 11-19277) on May 5, 2011. Judge Eugene R. Wedoff presides over the case. David K. Welch, Esq., Arthur Simon, Esq., and Jeffrey Dan, Esq., at Crane Heyman Simon Welch & Clar, in Chicago, serve as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in debts. Indiana Equity's petition was signed by Joseph Junkovic, as the manager. Mr. Junkovic commenced his own Chapter 11 case (Bankr. N.D. Ill. Case No. 10-55888) in 2010. INFUSYSTEM HOLDINGS: Names New CEO; Interim CEO Stepping Down ------------------------------------------------------------- InfuSystem Holdings, Inc.'s Board of Directors has appointed Eric Steen, who has more than 30 years of medical device and pharmaceutical industry experience, as Chief Executive Officer, effective April 1, 2013. Dilip Singh, who has served as the Company's Interim CEO since April 2012, will step down from that position on the same date, while continuing as a member of the Board. "I am proud of the significant progress our InfuSystem team has achieved on a number of important fronts, including a return to profitability, improved operational performance, and strengthened financial footing," commented Singh. "I am equally delighted the Board has decided that Eric is the right person to advance the Company's next stage of strategic growth and value creation, and look forward to a smooth transition." Eric Steen comes to InfuSystem with a wide range of leadership and management-level experience in sales, marketing, business development, operations, and finance. He previously served as President of Central Admixture Pharmacy Services, turning a start- up into a successful $150 million pharmacy services organization with 25 locations. Concurrently, Steen served as Chief Marketing Officer for B. Braun Medical Inc, a $1.5 billion organization that offers infusion therapy and pain management products and services. Since February 2012, he has been Principal of Eric K. Steen & Associates, a consulting business that provides services to medical device and pharmaceutical companies, including InfuSystem. "Eric Steen brings an accomplished record of success in the medical device and healthcare services industries," added InfuSystem Executive Chairman Ryan Morris. "He has demonstrated time and again his ability to drive profitable growth and create value, and is the ideal person to lead InfuSystem through another period of sustained growth. The Board would also like to express its profound thanks to Dilip, who joined us at a critical juncture in the Company's history. His vision and actions over the past year have helped reaffirm our industry leadership role." Under the Employment Agreement, Mr. Steen will receive a base salary of $300,000 for the initial term and is eligible for an annual performance bonus of up to 75% of his base salary, or $225,000 in the Initial Term, based upon satisfaction of performance objectives to be developed by the Compensation Committee of the Board. Mr. Steen is also eligible for additional discretionary bonuses based on the achievement of certain specified goals established by the Compensation Committee. In connection with his appointment as the new Chief Executive Officer, Mr. Steen will receive 700,000 inducement stock options outside the Company's 2007 Stock Option Plan. Of these, 300,000 options will have an exercise price of $1.75 and 400,000 options will have an exercise price of $2.75. The options will be granted on April 1, 2013, and will vest over a four-year period (25% on the first anniversary of the grant date and pro rata monthly thereafter) and will expire in ten years. Additional information is available at http://is.gd/LK2tt8 About InfuSystem Holdings InfuSystem Holdings, Inc., operates through operating subsidiaries, including InfuSystem, Inc., and First Biomedical, Inc. InfuSystem provides infusion pumps and related services. InfuSystem provides services to hospitals, oncology practices and facilities and other alternate site healthcare providers. Headquartered in Madison Heights, Michigan, InfuSystem delivers local, field-based customer support, and also operates pump service and repair Centers of Excellence in Michigan, Kansas, California, and Ontario, Canada. After auditing the Company's 2011 financial statements, Deloitte & Touche LLP, in Detroit, Michigan, said that the possibility of a change in the majority representation of the Board and consequent event of default under the Credit Facility, which would allow the lenders to cause the debt of $24.0 million to become immediately due and payable, raises substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss of $45.44 million in 2011, compared with a net loss of $1.85 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $74.02 million in total assets, $34.68 million in total liabilities and $39.33 million in total stockholders' equity. INTELSAT SA: Unit Plans to Offer $1.5 Billion Senior Notes ---------------------------------------------------------- Intelsat S.A. said that its subsidiary, Intelsat (Luxembourg) S.A. intends to offer $1,500,000,000 aggregate principal amount of senior notes due 2021. Intelsat Luxembourg's obligations under the notes will be guaranteed by Intelsat S.A. The net proceeds from the sale of the notes are expected to be used by Intelsat Luxembourg to redeem $915,000,000 aggregate principal amount of its outstanding 11 1/2 / 12 1/2% Senior PIK Election Notes due 2017 in its previously announced redemption on April 5, 2013, to redeem an additional $460,000,000 aggregate principal amount of its outstanding 2017 PIK Notes, to pay related fees and expenses and for general corporate purposes, which may include the repayment, redemption, retirement or repurchase of additional 2017 PIK Notes or other outstanding indebtedness of Intelsat Luxembourg and its subsidiaries. No prospectus as required by the Directive 2003/71/EC (and the implementing laws and regulations in the relevant member states) has been filed with respect to the notes and therefore no offers of notes may be made in any Member States of the European Economic Area unless made pursuant to an exemption under the Directive 2003/71/EC (and the implementing laws and regulations in the relevant Member States). About Intelsat Luxembourg-based Intelsat is the leading provider of satellite services worldwide. For over 45 years, Intelsat has been delivering information and entertainment for many of the world's leading media and network companies, multinational corporations, Internet Service Providers and governmental agencies. Intelsat's satellite, teleport and fiber infrastructure is unmatched in the industry, setting the standard for transmissions of video, data and voice services. From the globalization of content and the proliferation of HD, to the expansion of cellular networks and broadband access, with Intelsat, advanced communications anywhere in the world are closer, by far. Intelsat S.A. incurred a net loss of $145 million in 2012, a net loss of $433.99 million in 2011, and a net loss of $507.76 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed $17.30 billion in total assets, $18.53 billion in total liabilities and a $1.27 billion total Intelsat S.A. stockholders' deficit and $45.67 million in noncontrolling interest. INVESTORS LENDING: Corrects BTO Plan Treatment, Confirms Plan ------------------------------------------------------------- Investors Lending Group, LLC confirmed the Amended Chapter 11 Plan proposed with the Official Committee of Unsecured Creditors. The Plan dated Oct. 22, 2012, amended as of Jan. 11, 2013, and Jan. 16, has been accepted in writing by the creditors and equity security holders. The Amended Plan addressed the matters raised in the Jan. 9, hearing which prompted the Court to deny the confirmation of the Plan. According to the Court, the values of the seven properties to be surrendered must reflect $810,000 in Disclosure Statement value. That number, after deduction of 8% in likely costs, will yield the amount necessary to cover the Bank Of Ozarks debt. The Amended Plan reflected that the Court determined that BTO's claim totals $744,000 and that an 8% cost of sale must be added to its claim for a total of $810,000 in order to cover the BTO debt The claim will be satisfied as follows: (i) BTO will be permitted to advertise for a foreclose sale on these properties: 131/135 Kingman Ave., 145 S. Campbell Ave., 1712 Reynolds Street, 2221 Whitaker Street, 2305 Old Shell Road, 729 E. Waldburg Street, 2405 Alaska Street, 802 Carver Street and 8 Mercer Point, Unit 8202, on or after the Effective Date of confirmation of the Chapter 11 Plan for a foreclose sale as soon as practicable, but no later than 90 days after the Effective Date. A copy of the amendment dated Jan. 16, is available for free at http://bankrupt.com/misc/INVESTORSLENDING_plan_amendment.pdf About Investors Lending Based in Savannah, Georgia, Investors Lending Group LLC filed for Chapter 11 (Bankr. S.D. Ga. Case No. 11-41963) on Sept. 21, 2011. Judge Lamar W. Davis Jr. presides over the case. James L. Drake, Jr. P.C., acts as counsel to the Debtor. In its amended schedules, the Debtor disclosed $14,197,900 in assets and $19,133,903 in liabilities. The petition was signed by Isaac L. Rabhan, CEO/assistant manager. C. James McCallar, Jr., Esq., and Tiffany E. Caron, Esq., at McCallar Law Firm, in Savannah, Georgia, represent the Official Committee of Unsecured Creditors. INTELLIPHARMACEUTICS INT'L: To Raise $3.1-Mil. From Offering ------------------------------------------------------------ Intellipharmaceutics International Inc. is raising approximately US$3.1 million in a registered direct unit offering at a price of US$1.72 per unit. In connection with the offering, the Company will be issuing to the investors an aggregate of 1,815,000 common shares and warrants to purchase an additional 453,750 common shares. The warrants will be exercisable immediately, have a term of five years and an exercise price of US$2.10 per share of common stock. After placement agent fees and estimated offering expenses, the Company expects to receive net proceeds of approximately US$2.7 million. The offering is expected to close on or about March 22, 2013, subject to customary closing conditions. Roth Capital Partners, LLC, served as lead placement agent for the offering. Brean Capital and Maxim Group, LLC served as co- placement agents for the transaction. Intellipharmaceutics intends to use the net proceeds to file additional Abbreviated New Drug Applications (ANDAs) with the Food and Drug Administration, to advance clinical trials for its abuse resistant RexistaTM technology or other NDA 505(b)(2) opportunities, to establish additional partnerships, and for working capital, research, product development and general corporate purposes. About Intellipharmaceutics International Intellipharmaceutics International Inc. is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. Deloitte LLP, in Toronto, Canada expressed substantial doubt about Intellipharmaceutics' ability to continue as a going concern. The independent auditors noted that of the Company's recurring losses from operations and accumulated deficit. The Company reported a net loss of US$6.14 million on US$107,091 of research and development revenue for fiscal 2012, compared with a net loss of US$4.88 million on US$501,814 of research and development revenue for fiscal 2011. The Company's balance sheet at Nov. 30, 2012, showed US$2.47 million in total assets, US$4.24 million in total liabilities, and a stockholders' deficit of US$1.77 million. J.C. PENNEY: Faces Bankruptcy Risk, Says BMO Analyst ---------------------------------------------------- Darcy Keith, writing for The Globe and Mail, reported that the future of struggling U.S. retailer J.C. Penney is looking increasingly dire, says BMO Nesbitt Burns analyst Wayne Hood, who warns that there's a chance it could be heading into bankruptcy over the next couple of years. "We were hoping to become more constructive on JCP following the significant underperformance in fiscal years 2012/2013. However, our research leads us to move in the opposite direction and lower our rating back to underperform from market perform," Mr. Hood said in a research note, according to The Globe and Mail. The report noted that J.C. Penney's fourth quarter showed a continued steep deterioration in its business since launching a turnaround strategy nearly a year ago, with same-store sales dropping by 32 per cent. Mr. Wood, according to the report, sees four potential outcomes for the company over the next 12 to 24 months -- and three of the four would be bearish. In the most bullish scenario, J.C. Penney restores sales growth and maintains sufficient liquidity by throttling back capital expenditures while selling non-core assets, the report said. Mr. Wood's "base-case scenario" sees the company reversing the steep slide in comparable store sales to post modest sales growth of 0.9 per cent in fiscal 2014, the report related. That scenario also assumes capital spending cuts and the sale of non-core assets, but assumes the company will continue to post annual earnings per share losses over the next five years. The last two scenarios involve bankruptcy filings, the report said. One would be a voluntary Chapter 11 bankruptcy that enables the company to become smaller and more profitable. The fourth, and most dire outcome, would be the company being forced into an involuntary bankruptcy in the first or second quarter of fiscal 2014. JEFFERSON COUNTY: Bond Insurer Opposes Acceleration of Debt ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that an insurer for Jefferson County, Alabama, sewer bonds is opposed to a request by the indenture trustee that the bankruptcy court allow acceleration of the maturity among the $3.2 billion in debt that hasn't already come due. The report relates that acceleration of maturity would affect who receives payments from remaining reserve funds. It could also affect the insurer's obligation to make good on the bonds. About Jefferson County Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. Jefferson County filed a bankruptcy petition under Chapter 9 (Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an agreement among elected officials and investors to refinance $3.1 billion in sewer bonds fell apart. John S. Young Jr. LLC was appointed as receiver by Alabama Circuit Court Judge Albert Johnson in September 2010. Jefferson County's bankruptcy represents the largest municipal debt adjustment of all time. The county said that long-term debt is $4.23 billion, including about $3.1 billion in defaulted sewer bonds where the debt holders can look only to the sewer system for payment. The county said it would use the bankruptcy court to put a value on the sewer system, in the process fixing the amount bondholders should be paid through Chapter 9. Judge Thomas B. Bennett presides over the Chapter 9 case. Lawyers at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff & Stern LLP, led by Kenneth Klee, represent the Debtor as counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. Jefferson estimated more than $1 billion in assets. The petition was signed by David Carrington, president. The bankruptcy judge in January 2012 ruled that the state court- appointed receiver for the sewer system largely lost control as a result of the bankruptcy. Before deciding whether Jefferson County is eligible for Chapter 9, the bankruptcy judge will allow the Alabama Supreme Court to decide whether sewer warrants are the equivalent of "funding or refunding bonds" required under state law before a municipality can be in bankruptcy. U.S. District Judge Thomas B. Bennett ruled in March 2012 that Jefferson County is eligible under state law to pursue a debt restructuring under Chapter 9. Holders of more than $3 billion in defaulted sewer debt had challenged the county's right to be in Chapter 9. KELLIE GRETSCHMANN: Chapter 15 Case Summary ------------------------------------------- Chapter 15 Debtor: Kellie Kay Gretschmann 212 Third Street NE Aitkin, MN 56431 Chapter 15 Case No.: 13-50246 Chapter 15 Petition Date: March 21, 2013 Court: District of Minnesota (Duluth) Chapter 15 Debtor's Counsel: Edward Randolph Shaw, Esq. ATTORNEY EDWARD R. SHAW P.A. 722 S 6th St Brainerd, MN 56401 Tel: (218) 825-7030 E-mail: lawyer@edshawlaw.com Scheduled Assets: $53,670 Scheduled Liabilities: $141,631 The petition was signed by Kellie Kay Gretschmann. LEHMAN BROTHERS: Sues Credit Agricole Over $34M Terminated Swaps ---------------------------------------------------------------- Jamie Santo of BankruptcyLaw360 reported that Lehman Brothers Holdings Inc. launched an adversary suit in New York bankruptcy court Monday claiming Credit Agricole Corporate and Investment Bank refuses to pay nearly $34 million for deals arranged with a Lehman unit prior to the investment bank's decent into Chapter 11. According to the complaint, Credit Agricole terminated certain swap transactions with Lehman Brothers Commercial Corp. on Sept. 16, 2008 -- one day after LBHI filed for Chapter 11 -- and now refuses to pay the $34 million which it admittedly owes, BLaw360 said. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEVEL 3: Amends "Restrictive Covenant Agreement" Under Plan ----------------------------------------------------------- The Compensation Committee of the Board of Directors of Level 3 Communications, Inc., amended Exhibit B (Restrictive Covenant Agreement) of its Key Executive Severance Plan. Level 3 established the Plan to provide eligible executives, who are involuntarily terminated from employment in certain limited circumstances, with severance and welfare benefits. The Agreement was amended to provide that the non-compete requirements of the Agreement will be applicable during the Restricted Period following termination of an eligible executive's employment only if that termination resulted from a Qualifying Termination. In addition, the non-compete requirements may be waived during the Restricted Period by Level 3's chief executive officer and chief administrative officer, in their sole and absolute discretion, in a written waiver signed by both officers. Level 3's Named Executive Officers, other than its chief executive officer James Q. Crowe, are Participants under the Key Executive Severance Plan. The Committee determined to modify the Agreement to align the effectiveness of the non-compete provisions to only those circumstances where the Participant actually receives a payment under the Plan. A copy of the Restrictive Covenant Agreement is available at: http://is.gd/vQX7WD 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. Level 3 incurred a net loss of $422 million in 2012, a net loss of $756 million in 2011, and a $622 net loss in 2010. The Company's balance sheet at Dec. 31, 2012, showed $13.30 billion in total assets, $12.13 billion in total liabilities and $1.17 billion in total stockholders' equity. * * * 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. LSP ENERGY: Chapter 11 Plan of Liquidation Confirmed ---------------------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court confirmed LSP Energy Limited Partnership's Chapter 11 Plan of Liquidation. According to documents filed with the Court, "...the Debtors believe that the Plan is in the best interests of the Creditors because it provides creditors with a greater recovery than if the Debtors were liquidated and the proceeds of such liquidation were used to pay Creditors....The Plan liquidates the Debtors' remaining assets and distributes them to creditors pursuant to the Plan and Bankruptcy Code," the BData report cited. As previously reported, creditors of LSP Energy unanimously voted in favor of the company's Chapter 11 plan. The Debtor sold the business in December to South Mississippi Electric Power Assn. for $272.6 million. According to the report, under the Plan, unsecured creditors with $42.9 million claims were told to expect a recovery of 32%. The plan entails full payment in cash to holders of $221.3 million in secured bonds. As a result of a settlement on the bondholders' additional claim for premature payment, the holders will receive 15.2% on the $80 million in what's known as a make-whole claim for early repayment of debt. About LSP Energy LSP Energy Limited, which owned and operated an electricity generation facility located in Batesville, Mississippi, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 12-10460) on Feb. 10, 2012. Judge Mary F. Walrath oversees the case. Lawyers at Whiteford Taylor & Preston LLC serve as the Debtors' counsel. LSP has a $20 million secured loan provided by lenders including John Hancock Financial Services Inc. LSP was forced into bankruptcy following mechanical problems that took one of three units out of service. Bondholders have claims for $211 million on two series of secured bonds. In addition, there was a $3.9 million working capital facility and $23.3 million in secured debt owing to an affiliate of Siemens AG, which repairs and maintains the facility. The Debtor has completed the sale of its 837-megawatt electric generating plant in Batesville, Mississippi, to South Mississippi Electric Power Assn. for $272.6 million. LYMAN HOLDING: Obtains Chapter 11 Plan Confirmation Order --------------------------------------------------------- Judge Dennis D. O'Brien of the U.S. Bankruptcy Court for the District of Minnesota confirmed on Feb. 28, 2013, Lyman Holding Company, et al.'s Chapter 11 Plan that was co-sponsored by the Official Committee of Unsecured Creditors. Conaway MacKenzie, Inc., is appointed the Liquidating Agent under the confirmed Plan. The Plan creates a liquidating fund and assigns a liquidating agent to undertake the continuing post- confirmation sale of all of the Debtors' remaining assets, the resolution of claims, the pursuit of Avoidance Claims and Causes of Action, the distribution of proceeds to the holders of Allowed claims, and such other actions as are necessary to wind down the Debtors' businesses. Under the Plan, allowed secured claims will be paid from the proceeds of the sale of the collateral securing each such claim. Allowed unsecured claims will be paid from the remaining proceeds of sales and net recoveries from Avoidance Actions and other Causes of Action. The Plan provides a mechanism for interim distributions to holders of allowed claims that will allow them to receive distributions as soon as practicable. The Plan will provide the greatest recovery for and fastest payment to creditors. About Lyman Lumber Lyman Lumber Company sells building supplies, such as framing beams, roofing materials, siding and drywall to residential builders. The 113-year old company and several affiliates sought Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on Aug. 4, 2011. Judge Dennis O'Brien presides over the cases. Lyman Lumber estimated $50 million to $100 million in assets and $100 million to $500 million in debts. The petition was signed by James E. Hurd, president and chief executive officer. The affiliates that filed for Chapter 11 are: Lyman Holding Company; Automated Building Components, Inc.; Building Material Wholesalers; Carpentry Contractors Corp.; Construction Mortgage Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin, Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville Lumber, Inc.; and Woodinville Construction Services LLC. Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L. Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson & Bryon, P.A., serve as bankruptcy counsel. BGA Management, LLC d/b/a Alliance Management, developed and executed a sale process and marketing strategy for the Debtors' assets. The Official Committee of Unsecured Creditors of Lyman Lumber Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel. Alliance Management is the financial and turnaround consultant. When they filed for bankruptcy, the Debtors had in hand a term sheet with SP Asset Management, LLC, a unit of Steel Partners Holdings L.P., to serve as stalking horse bidder for the assets of the Debtors. New York City-based Steel Partners is a diversified holding company that owns and operates businesses in a variety of industries. LYON WORKSPACE: Court Approves KCC Employment as Claims Agent ------------------------------------------------------------- Lyon Workspace Products, L.L.C., and its affiliates obtained an order appointing Kurtzman Carson Consultants LLC as their notice, claims and balloting agent. The Troubled Company Reporter reported on Jan. 22, 2013, that the Debtors estimate that there are more than 500 potential creditors and other parties in interest who require notice of various matters in the Chapter 11 cases. Upon information and belief, it would be highly burdensome on the Court and the Clerk's Office to perform the services that KCC will perform. To relieve the Clerks' Office of these burdens, the Debtors propose to retain KCC as their notice, claims, and balloting agent. The Debtors agreed to provide KCC a retainer of $10,000 as security for their payment obligations. On account of its consulting services, KCC personnel will seek compensation based on a 30% discounted rate: Position 30% Discounted Rate -------- ------------------- Clerical $28 to $42 Project Specialist $56 to $98 Technology/Programming Consultant $70 to $140 Consultant $87 to $140 Senior Consultant $157 to $192 Senior Managing Consultant $207 Weekend, holidays and overtime Waived Travel expenses and working meals Waived For its noticing services, KKC will charge $50 per 1,000 e-mails, and $0.10 per page for electronic noticing. For its claims administration services, KCC will charge $0.10 per creditor per month but is waiving the fee for its public website hosting services. For the interactive voice response in connection with its call center support services, KCC will charge $0.34 per minute. KCC is a "disinterested person" within that term's meaning in Section 101(14) of the Code. About Lyon Workspace Lyon Workspace Products, L.L.C. and seven affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on Jan. 19, 2012. Lyon Workspace -- http://www.lyonworkspace.com/-- is a manufacturer and supplier of locker and storage products. It has 400 full-time employees, 53% of whom are salaried employees. The weekly payroll is $200,000. Eight percent of the employees are members of the Local Union No. 1636 of the United Steelworkers of America, A.F.L.-C.I.O. Attorneys at Perkins Coie LLP serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Counsel to the DIP lender Capital One Leverage Finance Corp is Dimitri G. Karcazes, Esq. -- dimitri.karcazes@goldbergkohn.com -- at Chicago-based Goldberg Kohn Ltd. Cole Taylor Bank is represented by Martin W. Salzman, Esq. -- msalzman@hmblaw.com -- at Horwood Marcus & Berk Chartered. MACCO PROPERTIES: Disclosure Statement Hearing Continued to May 30 ------------------------------------------------------------------ Parties-in-interest in the Chapter 11 case of Macco Properties, Inc., agreed to continue to May 30, 2013, at 10:00 a.m., the hearing to consider approval of the disclosure statement explaining Jennifer Price's Plan for the Debtor. Ms. Price, the sole shareholder of Macco, has filed several versions of the Plan, one filed on Feb. 15, and the other filed on March 8. The two versions of the Plan basically provides for the same terms, except for the amount of Plan funding extended by Edward Snyder. According to the Disclosure Statements, Mr. Snyder is a "high net-worth" individual who is a member and officer of Innovation Ventures, LLC -- the owner of, among other products, "5-Hour Energy" -- a top-selling energy product in the United States. Both versions of the Plan proposes for (i) payment in full, with applicable interest, of all administrative expense claims and tax claims, (ii) payment in full, with interest, of all non-guaranty or indemnification claims against the Debtor, (iii) payment in full, implementation of agreed treatment, or a waiver of discharge with respect to guaranty and indemnification claims, and (iv) retention of equity interests by the holder thereof. The property of the Debtor's estate will re-vest in the Reorganized Debtor. The Feb. 15 version of the Plan provides that payments to be made under the Plan will be funded from the liquid assets of the Debtor and its estates and $20 million to be advanced by Mr. Snyder. The March 8 version of the Plan provides that payments to be made under the Plan will be funded from the liquid assets of the Debtor and its estates and $21.5 million to be advanced by Mr. Snyder A full-text copy of the Disclosure Statement dated March 8 is available for free at http://bankrupt.com/misc/MACCOds0308.pdf A full-text copy of the Disclosure Statement dated Feb. 15, 2013, is available for free at http://bankrupt.com/misc/MACCOds0215.pdf About Macco Properties Oklahoma City, Oklahoma-based Macco Properties, Inc., is a property management company that is the sole or controlling member and/or manager of numerous multi-family residential rental units in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas, and several and commercial business properties in Oklahoma City, Oklahoma, and Holbrook, Arizona. The Company filed for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-16682) on Nov. 2, 2010. The Debtor disclosed $50,823,581 in total assets, and $4,323,034 in total liabilities. Receivership Services Corp., a division of the Martens Cos., serves as property manager for the six Wichita apartment complexes caught up in the bankruptcy of Macco Properties of Oklahoma City. Michael E. Deeba, the Chapter 11 trustee, is represented by Christopher T. Stein, of counsel to the firm of Bellingham & Loyd, P.C. Grubb & Ellis/Martens Commercial Group LLC, to act as the Chapter 11 Trustee's exclusive listing broker/realtor for properties. The trustee wants to real estate holdings wants to sell some of the property off, including a luxury high-rise condominium in Dallas valued at more than $2.5 million and several run-down apartment complexes in the metro area. The Official Unsecured Creditors' Committee is represented by Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City, Oklahoma. MAG LLC: Involuntary Chapter 11 Case Summary -------------------------------------------- Alleged Debtor: MAG, LLC 925 W Baseline Road #105 Tempe, AZ 85283 Case Number: 13-04200 Involuntary Chapter 11 Petition Date: March 21, 2013 Court: District of Arizona (Phoenix) MAG, LLC's petitioner: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ David C Keller Real Property $500,000 10547 E Salt Bush Dr Titling Scottsdale, AZ 85255 MAKENA GREAT: Hearing on Motion to Use Collateral Set for April 3 ----------------------------------------------------------------- According to a notice filed in bankruptcy court, a hearing on Makena Great American Anza Company LLC's motion to use cash collateral is set for April 3, 2013, at 10:00 a.m. The hearing will be held at 219 South Dearborn, Courtroom 680, Chicago, Illinois. About Makena Great American GAC Storage Lansing LLC -- which owns and operates a warehouse and storage facility with 522 storage units, generally located at 2556 Bernice Road, Lansing, Illinois -- filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011. Jay S. Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure, Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor as counsel. Robert M, Fishman, Esq., and Gordon E. Gouveia, Esq., at Shaw Gussis Fishman Glantz Wolfson, & Towbin LLC, in Chicago, represents the Debtor as local counsel. It estimated $1 million to $10 million in assets and debts. The petition was signed by Noam Schwartz, secretary and treasurer of EBM Mgmt Servs, Inc., manager of GAC Storage, LLC. The Makena Great American Anza Company LLC -- http://www.makenacapital.net/-- a commercial shopping center developers in Southern California, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in Chicago. Anza leads the way in the acquisition and development of "A-Location" small commercial shopping centers and corner properties in Southern California. Lawyers at Shaw Gussis Fishman Glantz Wolfson & Towbin, LLC, in Chicago, and Bernstein, Shur, Sawyer & Nelson, P.A., in Portland, Maine, serve as counsel to the Debtor. Makena disclosed $13,938,161 in assets and $17,723,488 in liabilities. Other affiliates that sought bankruptcy protection are GAC Storage Copley Place LLC, GAC Storage El Monte LLC, and San Tan Plaza LLC. The cases are being jointly administered under lead case no. 11-40944. At the behest of lender Bank of America, N.A., the Bankruptcy Court dismissed the Chapter 11 case of San Tan Plaza, as reported by the Troubled Company Reporter on July 17, 2012. MASHANTUCKET PEQUOT: Moody's Rates New $587MM Debt Facility 'B1' ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Mashantucket Pequot Tribal Nation's proposed $587 million credit facility, along with a Caa1 Corporate Family Rating, Caa1-PD Probability of Default Rating, and stable rating outlook. The proposed B1 credit facilities, along with several other unrated tranches of restructured debt represent the new debt capital structure that is part of a proposed consensual restructuring between MPTN and its existing debt holders. The credit facilities include a $10 million 2.5-year revolver, a $20 million 2.5 year term loan C, a $297 million 5-year term loan A , and a $260 million 7-year term loan B. The assigned ratings are subject to the closing of the transaction as proposed along with Moody's review of final documentation. The Mashantucket Pequot Tribal Nation conducts the gaming and resort operations of Foxwoods Resort Casino and the MGM Grand at Foxwoods, located in central Connecticut, through the Mashantucket Pequot Gaming Enterprise, a wholly-owned, unincorporated division of MPTN. New Ratings Assigned: Corporate Family Rating at Caa1 Probability of Default Rating at Caa1-PD $10 million 2.5-year revolver at B1 (LGD 2, 13%) $20 million 2.5 year term loan C at B1 (LGD 2, 13%) $297 million 5-year term loan A at B1 (LGD 2, 13%) $260 million 7-year term B at B1 (LGD 2, 13%) Ratings Rationale: MPTN's Caa1 Corporate Family Rating considers its very high pro forma leverage, at about 8 times. This risk is compounded by MPTN's single market concentration in Connecticut, a market that Moody's believes remains vulnerable to a further loss of gaming revenues as a result of increased competition from newer and more convenient gaming facilities. Also considered is Moody's expectation that payments by the Gaming Enterprise to fund MPTN Government operations will initially absorb about 40% of the Gaming Enterprise's EBITDA less cash debt service obligations. The ratings are supported by MPTN's good liquidity profile. Despite Moody's expectation of further possible declines in Connecticut gaming revenue, Moody's still expects the Gaming Enterprise to generate free cash flow after debt service, capital expenditures and cash distribution to MPTN, albeit a small amount. Also considered are the cost saving initiatives that Moody's expects will partly mitigate further possible reductions in revenue. The B1 rating on the credit facilities, 3-notches above MPTN's Caa1 Corporate Family Rating, considers the significant amount of debt that will rank junior to it in the pro forma capital structure, including $637 million of Special Obligation Bonds ("SRO"), $299 million of Subordinated Special Revenue Bonds ("SSRO"), and $214 million of Notes. The credit facilities, SROs, SSROs, and Notes are special revenue obligations of the MPTN and are secured and payable primarily from pledged cash flows generated by the Gaming Enterprise. The stable outlook incorporates Moody's view that MPTN's lower cost structure along with its relaxed pro forma debt maturity profile, and covenant cushion will provide the company with enough flexibility and resources to deal with near-term competitive issues and demand uncertainty. The stable outlook also anticipates that MPTN will not have to rely on additional borrowing to fund growth related capital expenditures and/or tribal distributions over the next two years. Ratings could go down if it appears MPTN's earnings will decline at a pace that cannot support the company's existing level of debt over the longer-term. Ratings could be lowered if it appears MPTN will not be able to reduce debt/EBITDA below 8.0 times by the end of the company's September 30, 2014 fiscal year-end. Ratings could go up if MPTN is able to achieve and sustain a level of earnings improvement that allows the company to reduce absolute amounts of debt in the next 12-18 months above and beyond required amortization amounts. The principal methodology used in this rating was the Global Gaming Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. MERRIMACK PHARMACEUTICALS: Incurs $91.7 Million Net Loss in 2012 ---------------------------------------------------------------- Merrimack Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $91.75 million on $48.92 million of collaboration revenues for the year ended Dec. 31, 2012, as compared with a net loss of $79.67 million on $34.21 million of collaboration revenues in 2011. The Company incurred a $50.15 million net loss in 2010. The Company's balance sheet at Dec. 31, 2012, showed $148.97 million in total assets, $155.39 million in total liabilities, $97,000 in non-controlling interest, and a $6.51 million total stockholders' deficit. PricewaterhouseCoopers LLP, in Boston, Massachusetts, did not issue a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. As reported in the TCR on April 9, 2012, PricewaterhouseCoopers LLP, expressed substantial doubt about Merrimack Pharmaceuticals' ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has suffered recurring losses from operations and has insufficient capital resources available as of Dec. 31, 2011, to fund planned operations through 2012. A copy of the Form 10-K is available for free at: http://is.gd/Ly0p3B About Merrimack Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines consisting of novel therapeutics paired with companion diagnostics. The Company's initial focus is in the field of oncology. The Company has five programs in clinical development. In it most advanced program, the Company is conducting a pivotal Phase 3 clinical trial. MF GLOBAL: U.S. Trustee, et al. Oppose Plan Confirmation -------------------------------------------------------- The U.S. trustee overseeing MF Global Holdings Inc.'s bankruptcy asked Judge Martin Glenn to deny approval of the company's liquidation plan, saying it does not comply with U.S. bankruptcy law. U.S. Trustee Tracy Hope Davis said the plan bypasses the requirements of Section 503(b) of the Bankruptcy Code by allowing payment of fees and expenses to the indenture trustee and a group of so-called creditor co-proponents without court review and approval. "If the [liquidation plan] is confirmed by the court, the creditor co-proponents and the indenture trustee will not be required to file formal fee applications," the U.S. trustee said in a March 25 filing. According to the proposed plan, the claims of the indenture trustee are estimated to be $900,000 while those of the creditor co-proponents are estimated to be $1.6 million. The U.S. trustee also said the liquidation plan provides for third-party releases and contains injunction provisions that are "overly broad." The proposed plan also drew flak from commodities customers including Occidental Energy Marketing Inc. and Sapere Wealth Management LLC. OEM expressed concern that a cash reserve won't be established on account of its claim. For its part, Sapere said the plan provides a distribution scheme where commodities customers are denied priority over general creditors to which they are legally entitled. Meanwhile, The Virginia Retirement System and Her Majesty The Queen In Right Of Alberta filed a reservation of rights with respect to the confirmation of the proposed plan. Both were appointed as lead plaintiffs in a securities class action involving investors who acquired the publicly traded securities of MF Global. MF Global's proposed liquidation plan will be considered for approval at a court hearing on April 5. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. MF GLOBAL: Inks Agreement to Settle NY Taxation Agency Claim ------------------------------------------------------------ MF Global Holdings Inc.'s trustee signed an agreement to settle the claims of the New York State Department of Taxation and Finance. Under the deal, NYSDTF's sales tax claim against MF Global Holdings USA Inc. for the period ending May 31, 2009, will be reduced from $1,081,835 to $39,675, and allowed as an unsecured priority claim. NYSDTF also agreed to withdraw its sales tax claim against MF Global Finance USA Inc. for the period ending May 31, 2009. The agency also waives its right to file a sales tax claim against the MF Global parent or any of its subsidiaries with respect to the sales tax period March 1 to May 31, 2009. A full-text copy of the agreement can be accessed for free at http://is.gd/HaEzjr About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. MGM RESORTS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: MGM Resorts, LLC dba Holiday Inn Melbourne-Viera Conference Center 8298 N. Wickham Road Melbourne, FL 32940 Bankruptcy Case No.: 13-03253 Chapter 11 Petition Date: March 20, 2013 Court: U.S. Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Justin M. Luna, Esq. LATHAM, SHUKER, EDEN & BEAUDINE, LLP P.O. Box 3353 Orlando, FL 32802-3353 Tel: (407) 481-5800 Fax: (407) 481-5801 E-mail: bknotice@lseblaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb13-03253.pdf The petition was signed by Bharat Patel, manager and member. MOMENTIVE SPECIALTY: 2013 Annual Incentive Plan Approved -------------------------------------------------------- The Compensation Committee of the Board of Directors of Momentive Specialty Chemicals Inc., the Compensation Committee of the Board of Managers of Momentive Performance Materials Holdings LLC, the Company's indirect parent company and the Compensation Committee of the Board of Directors of Momentive Performance Materials Inc., the Company's affiliate approved the 2013 annual incentive compensation plan for the Company and MPM. Each of the Company's named executive officers and other specified members of management are eligible to participate in the 2013 IC Plan. Under the 2013 IC Plan, participants have the opportunity to earn cash bonus compensation based upon the achievement of certain division, and Parent performance targets established with respect to the plan. The performance targets are established based on the following performance criteria: EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted to exclude certain non-cash, certain non-recurring expenses and discontinued operations ("Segment EBITDA"), environment, health & safety ("EH&S") targets which measure the rate of occupational illness and injury (OIIR), and environmental reportable incidents (ERI), and cash flow. Targets for Segment EBITDA, EH&S statistics, and cash flow for participants with non-divisional roles are based upon the results of the Parent and its subsidiaries, including our results and the results of MPM. Targets for participants with divisional, business unit/region roles are based primarily on the division, business unit or region's results. The performance criteria for participants are weighted by component. Participants have 60% of their incentive compensation tied to achieving Parent, division, and business unit Segment EBITDA targets, 10% (5% OIIR, 5% ERI) tied to the achievement of Parent, division or business unit EH&S goals, and 30% tied to the achievement of Parent or division cash flow targets. Minimum, lower middle, target, upper middle and maximum threshold targets were established for the Segment EBITDA performance criteria. Target, upper middle and maximum threshold targets were established for the EH&S performance criteria. And minimum, target and maximum threshold targets were established for the cash flow performance criteria. The payouts for achieving the minimum thresholds are a percentage of the allocated target award for the component (30% for Segment EBITDA and 50% for cash flow). There is no payout on the EH&S component unless 100% of the target is achieved. The payouts for achieving the maximum thresholds are 175% or 200% of the allocated target award, depending on the executive's position. Each performance measure under the 2013 IC Plan acts independently such that a payout of one element is possible even if the minimum target threshold for another is not achieved. Any payments under the 2013 IC Plan are subject to the prior approval of audited annual financial results. About Momentive Specialty Momentive Specialty Chemicals, Inc., headquartered in Columbus, Ohio, is a leading producer of thermoset resins (epoxy, formaldehyde and acrylic). The company is also a supplier of specialty resins for inks and specialty coatings sold to a diverse customer base as well as a producer of commodities such as formaldehyde, bisphenol A, epichlorohydrin, versatic acid and related derivatives. Momentive Specialty reported net income of $118 million on $5.20 billion of net sales in 2011, compared with net income of $214 million on $4.59 billion of net sales in 2010. The Company's balance sheet at Sept. 30, 2012, showed $3.44 billion in total assets, $4.60 billion in total liabilities and a $1.16 billion total deficit. * * * Momentive Specialty carries a 'B-' issuer credit rating from Standard & Poor's Ratings Services. It has 'B3' corporate family and probability of default ratings from Moody's Investors Service. As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors Service assigned a 'Caa1' rating to the guaranteed senior secured second lien notes due 2020 of Momentive Specialty (formerly known as Hexion Specialty Chemicals Inc.). Proceeds from the notes were allocated for the repayment of $533 million of guaranteed senior secured second lien notes due 2014. "With this refinancing Hexion will have refinanced or extended the maturities on the vast majority of the debt that was originally slated to mature prior to 2015. There is less than $600 million of this debt remaining, which should be much easier to for the company to refinance as its credit metrics improve further," stated John Rogers, Senior Vice President at Moody's. MOMENTIVE PERFORMANCE: 2012 Annual Incentive Plan Approved ---------------------------------------------------------- The Compensation Committee of the Board of Directors of Momentive Performance Materials Inc., the Compensation Committee of the Board of Managers of Momentive Performance Materials Holdings LLC, the Company's indirect parent company and the Compensation Committee of the Board of Directors of Momentive Specialty Chemicals Inc., the Company's affiliate approved the 2013 annual incentive compensation plan for the Company and MSC. Each of the Company's named executive officers and other specified members of management are eligible to participate in the 2013 IC Plan. Under the 2013 IC Plan, participants have the opportunity to earn cash bonus compensation based upon the achievement of certain division, and Parent performance targets established with respect to the plan. The performance targets are established based on the following performance criteria: EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted to exclude certain non-cash, certain non-recurring expenses and discontinued operations ("Segment EBITDA"), environment, health & safety ("EH&S") targets which measure the rate of occupational illness and injury (OIIR), and environmental reportable incidents (ERI), and cash flow. Targets for Segment EBITDA, EH&S statistics, and cash flow for participants with non-divisional roles are based upon the results of the Parent and its subsidiaries, including our results and the results of MSC. Targets for participants with divisional, business unit/region roles are based primarily on the division, business unit or region's results. The performance criteria for participants are weighted by component. Participants have 60% of their incentive compensation tied to achieving Parent, division, or business unit Segment EBITDA targets, 10% (5% OIIR, 5% ERI) tied to the achievement of Parent, division or business unit EH&S goals, and 30% tied to the achievement of Parent or division cash flow targets. Minimum, lower middle, target, upper middle and maximum threshold targets were established for the Segment EBITDA performance criteria. Target, upper middle and maximum threshold targets were established for the EH&S performance criteria. And minimum, target and maximum threshold targets were established for the cash flow performance criteria. The payouts for achieving the minimum thresholds are a percentage of the allocated target award for the component (30% for Segment EBITDA and 50% for cash flow). There is no payout on the EH&S component unless 100% of the target is achieved. The payouts for achieving the maximum thresholds are 175% or 200% of the allocated target award, depending on the executive's position. Each performance measure under the 2013 IC Plan acts independently such that a payout of one element is possible even if the minimum target threshold for another is not achieved. Any payments under the 2013 IC Plan are subject to the prior approval of audited annual financial results. About Momentive Performance Momentive Performance Materials, Inc., is a producer of silicones and silicone derivatives, and is engaged in the development and manufacture of products derived from quartz and specialty ceramics. As of Dec. 31, 2008, the Company had 25 production sites located worldwide, which allows it to produce the majority of its products locally in the Americas, Europe and Asia. Momentive's customers include companies in industries, such as Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola, L'Oreal, BASF, The Home Depot and Lowe's. The Company had a net loss of $140 million in 2011, following a net loss of $63 million in 2010. Net loss in 2009 was $42 million. The Company's balance sheet at Sept. 30, 2012, showed $2.98 billion in total assets, $3.94 billion in total liabilities, and a $960 million in total deficit. * * * As reported by the TCR on May 14, 2012, Moody's Investors Service lowered Momentive Performance Materials Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from B3. The action follows the company's weak first quarter results and expectations for a slower than expected recovery in volumes in 2012. In the Aug. 15, 2012, edition of the TCR, Standard & Poor's Ratings Services lowered all of its ratings on MPM by two notches, including the corporate credit rating to 'CCC' from 'B-'. The outlook is negative. "The likelihood that earnings and cash flow will remain very weak for the next several quarters prompted the downgrade," explained credit analyst Cynthia Werneth. "In our view, leverage is unsustainably high, with total adjusted debt to EBITDA above 15x as of June 30, 2012." MOTORS LIQUIDATION: Unable to Settle Nova Scotia Litigation ----------------------------------------------------------- The Motors Liquidation Company GUC Trust, Green Hunt Wedlake, Inc., as trustee for General Motors Nova Scotia Finance Company, General Motors LLC, and certain holders of notes issued by General Motors Nova Scotia Finance Company jointly filed a statement with the Bankruptcy Court for the Southern District of New York with respect to the status of the ongoing litigation currently being pursued by the GUC Trust to disallow, equitably subordinate or reduce certain claims filed by or on behalf of the holders of Nova Scotia Notes and the Nova Scotia Trustee in the bankruptcy cases of Motors Liquidation Company and its affiliates. The Statement provided notice that the Filing Parties, each of which has an interest in the Nova Scotia Matter, had entered into mediation with respect to the Nova Scotia Matter and that mediation concluded without the Filing Parties reaching a settlement. A copy of the Statement is available for free at: http://is.gd/ZE7aNf About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. NAMCO LLC: Connecticut Swimming Pool Retailer Files in Delaware --------------------------------------------------------------- Namco LLC, a 37-store retailer of swimming pools and accessories, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-10610) on March 24 in Wilmington. Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes that the Debtor said in court papers it owes $9.3 million to Salus Capital Partners LLC on a secured revolving credit. Other debt includes $9.3 million on second-lien notes. There is an additional $32.7 million in unsecured debt. According to the report, Salus will finance the bankruptcy with a $16 million credit to refinance existing debt. Before bankruptcy there were discussions with investors and management to contribute $1.5 million in capital for some of the equity. The stores in 10 states generated revenue of $82.8 million in 2012, a decline from the year before. The bankruptcy comes just before the main season, where 64% of sales is generated between April and July. The Manchester, Connecticut-based company is owned 50-50 by Garmark Partners II LLC and J.H. Whitney & Co. NATIONAL HOLDINGS: Amends 29.4 Million Shares Resale Prospectus --------------------------------------------------------------- National Holdings Corporation filed with the U.S. Securities and Exchange Commission amendment no.1 to the Form S-1 registration statement relating to the resale at various times by Mark Goldwasser, Leonard Sokolow, Toby Fagenson Trust #1, Robert Fagenson, Trustee, et al., of up to 29,451,596 shares of the Company's common stock. The Company will not receive any proceeds from the sale of shares of its common stock by the selling stockholders. The Company will pay the expenses incurred to register the shares for resale, but the selling stockholders will pay any underwriting discounts, commissions or agent's commissions related to the sale of their shares of its common stock. The Company's common stock is traded on the OTC Bulletin Board under the symbol "NHLD.OB". On March 19, 2013, the closing sale price of the Company's common stock was $0.28 per share. A copy of the amended prospectus is available for free at: http://is.gd/iQFkb8 About National Holdings New York, N.Y.-based National Holdings Corporation is a financial services organization, operating primarily through its wholly owned subsidiaries, National Securities Corporation, Finance Investments, Inc., and EquityStation, Inc. The Broker-Dealer Subsidiaries conduct a national securities brokerage business through their main offices in New York, New York, Boca Raton, Florida, and Seattle, Washington. The Company incurred a net loss of $1.93 million for the year ended Sept. 30, 2012, compared with a net loss of $4.71 million during the prior year. The Company's balance sheet at Sept. 30, 2012, showed $16.58 million in total assets, $19.48 million in total liabilities and a $2.89 million total stockholders' deficit. Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2012. The independent auditors noted that the Company has incurred significant losses and has a working capital deficit as of Sept. 30, 2012, that raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "Our independent public accounting firm has issued an opinion on our consolidated financial statements that states that the consolidated financial statements were prepared assuming we will continue as a going concern and further states that our recurring losses from operations, stockholders' deficit and inability to generate sufficient cash flow to meet our obligations and sustain our operations raise substantial doubt about our ability to continue as a going concern. Our future is dependent on our ability to sustain profitability and obtain additional financing. If we fail to do so for any reason, we would not be able to continue as a going concern and could potentially be forced to seek relief through a filing under the U.S. Bankruptcy Code." NATIONSTAR MORTGAGE: In Settlement Talks in Loan Auctions Suit -------------------------------------------------------------- David McLaughlin, writing for Bloomberg News, reported that Nationstar Mortgage Holdings Inc. (NSM) is in settlement talks with an investor group that sued the mortgage servicer over auctions of home loans backing securities. According to the Bloomberg report, Nationstar was accused in a lawsuit this month of auctioning loans at the expense of mortgage- bond investors. In a letter dated March 22 and filed in New York state court, a lawyer for the plaintiff asked for an adjournment of a scheduled hearing, citing talks to resolve the dispute. "The parties are engaged in settlement discussions and hope that the additional time will lead to their successful resolution," the lawyer, Jonathan Pickhardt, said in the letter to Justice Eileen Bransten of New York State Supreme Court in Manhattan, Bloomberg related. Nationstar, which is majority-owned by Fortress Investment Group LLC, was sued by KIRP LLC on March 7, the report said. KIRP said the loan liquidations are a "blatant abdication" of Nationstar's duties as servicer. KIRP comprises a group of investment funds that holds in aggregate $3.5 billion in original face amount of securities from securitization trusts at issue in the case, according to a court hearing transcript. The case is KIRP LLC v. Nationstar Mortgage LLC, 650794- 2013, New York State Supreme Court (Manhattan) NAVISTAR INTERNATIONAL: Six Directors Elected to Board ------------------------------------------------------ Navistar International Corporation held its annual meeting of stockholders on Feb. 19, 2013, at which six directors were elected to the Board of Directors to serve a one-year term expiring at the 2014 Annual Meeting of Stockholders and until their successors are duly elected and qualified, namely: (1) John C. Pope; (2) Vincent J. Intrieri; (3) Michael N. Hammes; (4) Mark H. Rachesky; (5) Samuel J. Merksamer; and (6) General (Retired) Stanley A. McChrystal. The remaining directors who did not stand for election at the Annual Meeting and whose terms of office as directors continued after that meeting are Lewis B. Campbell, James H. Keyes, John D. Correnti and Dennis D. Williams. Mr. Williams fills a seat that is appointed by the United Automobiles, Aerospace and Agricultural Implement Workers of America and is not elected by stockholders. His term of office continues until his removal by the UAW. The Company's stockholders approved the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending Oct. 31, 2013. The Company's stockholders voted against the non-binding advisory vote on executive compensation. In addition, the Company's stockholders approved the Company's 2013 Performance Incentive Plan. Adoption of 2013 Performance Incentive Plan The 2013 PIP provides for the grant of annual cash incentive awards to all employees, and stock options, restricted stock or stock unit awards, stock appreciation rights and other stock-based awards to all employees, any consultants of the Company and its subsidiaries, and all non-employee directors serving on the Company's board of directors. A copy of the 2013 PIP is available for free at http://is.gd/Hd15Ju Executive Long-Term Incentive Equity Awards The 2013 Long-Term Incentive Equity Grants will be awarded under, and are subject to the terms and conditions of, the 2013 PIP. The terms applicable to the 2013 Long-Term Incentive Equity Grants are available for free at http://is.gd/WM7nqx John J. Allen Retention Award On Feb. 18, 2013, the Compensation Committee of the Board approved a retention grant to Mr. John Allen, President of North America Trucks and Parts, in the form of 36,914 restricted stock units with a grant date fair value of approximately $1,000,000. The Retention Award, which was approved subject to our stockholders' approval of the 2013 PIP, will be effective as of Feb. 19, 2013, and will vest in its entirety on Feb. 19, 2016. The Retention Award will be awarded under, and will be subject to the terms and conditions of, the 2013 PIP. In addition, if Mr. Allen's employment is terminated by us without "Cause" prior to Feb. 19, 2016, the Retention Award will become fully vested on the date of termination. About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The Company also provides truck and diesel engine parts and service. Another affiliate offers financing services. Navistar incurred a net loss attributable to the Company of $3.01 billion for the year ended Oct. 31, 2012, compared with net income attributable to the Company of $1.72 billion during the prior year. The Company's balance sheet at Oct. 31, 2012, showed $9.10 billion in total assets, $12.36 billion in total liabilities and a $3.26 billion total stockholders' deficit. * * * In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service lowered Navistar International Corporation's Corporate Family Rating (CFR), Probability of Default Rating (PDR), and senior note rating to B2 from B1. The downgrade of Navistar's ratings reflects the significant challenges the company will face during the next eighteen months in re-establishing the profitability and competitiveness of its US and Canadian truck operations in light of the failure to achieve EPA certification of its EGR emissions technology, the significant reductions in military revenues and substantially higher engine warranty reserves. As reported by the TCR on June 13, 2012, Standard & Poor's Ratings Services lowered its ratings on Navistar International Corp., including the corporate credit rating to 'B+', from 'BB-'. "The downgrade and CreditWatch placement reflect the company's operational and financial setbacks in recent months," said Standard & Poor's credit analyst Sol Samson. As reported by the TCR on Jan. 24, 2013, Fitch Ratings has affirmed the Issuer Default Ratings (IDR) for Navistar International Corporation and Navistar Financial Corporation at 'CCC' and removed the Negative Outlook on the ratings. The removal reflects Fitch's view that immediate concerns about liquidity have lessened, although liquidity remains an important rating consideration as NAV implements its selective catalytic reduction (SCR) engine strategy. Other rating concerns are already incorporated in the 'CCC' rating. NCPC FACILITIES: Case Summary & Unsecured Creditor -------------------------------------------------- Debtor: NCPC Facilities Corporation 2708 NE Main Street Ennis, TX 75119 Bankruptcy Case No.: 13-31449 Chapter 11 Petition Date: March 21, 2013 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Rd., Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ellis County Tax office $16,000 109 S. Jackson Street Drawer 188 Waxahachie, TX 75165 The petition was signed by Melvin Rieke II, president. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- National Converting & Packaging corporation 13-31358 03/15/13 NEW ENTERPRISE: S&P Retains 'CCC-' Rating on CreditWatch Negative ----------------------------------------------------------------- Standard & Poor's Ratings Services said its ratings on New Enterprise Stone & Lime Co. Inc. (NESL), including its 'CCC-' corporate credit rating, remain on CreditWatch with negative implications. "The continued CreditWatch listing follows the failure NESL to file its already delinquent Form 10-Q quarterly financial report for the period ended Nov. 30, 2012," said Standard & Poor's credit analyst Thomas Nadramia. NESL has recently filed past due financial statements for the periods ended Feb. 28, 2012; May 31, 2012; and Aug. 31, 2012. S&P currently anticipates that NESL will file its third-quarter report shortly, although no assurances that the preparation and filing of the financial statements will not be further delayed. Failure to provide such reports by April 1, 2013, could result in default under the company's asset based revolving credit agreement. However, the company has obtained waivers from its lenders in the past. In addition to technical defaults under various debt obligations, the delayed filing limits visibility of the company's operating results and raises concern that liquidity could become more constrained than S&P previously anticipated if cash flows are weaker than its most recent estimates. However, S&P has been provided with information from the company regarding its current liquidity situation, which appears to be sufficient for near-term needs as long as the company's asset based revolving credit lenders continue to provide availability under the company's $170 million revolving credit facility. New Enterprise is a privately held company that sells construction materials including aggregates, concrete, and concrete products; engages in highway construction and paving; and provides traffic safety services and equipment. Its operations are concentrated in Pennsylvania and western New York. "We will review the CreditWatch listing once the company files its delinquent quarterly report and eliminates the prospect of a near- term default for failure to provide timely financial information. We will resolve our CreditWatch after we have had an opportunity to discuss the company's liquidity, the state of its internal controls, its most recent operating performance, and operating prospects for the near and intermediate term," S&P said. "We could affirm our ratings and remove them from CreditWatch if the company resolves any potential defaults under its agreements, and if it appears that fiscal 2013 and 2014 operating cash flows will be neutral or modestly positive as per our estimates," S&P added. S&P would lower its rating to 'D' if the company fails to meet the filing deadlines for its delinquent financial statements and if it appears likely that lenders will pursue remedies under any defaults. NEW ORLEANS AUCTION: Court Rejects PR Firm's $23,400 Bill --------------------------------------------------------- Bankruptcy Judge Elizabeth W. Magner denied the Application for Administrative Expense of Gambel Communications, L.L.C., filed in the Chapter 11 case of New Orleans Auction Galleries, Inc. According to Judge Magner, Gambel has already been well- compensated for its time. In lieu of disgorgement of those fees, the Court will allow Gambel to retain the fees already received but denies approval of $23,449 for services rendered from Jan. 22, 2012, through June 13, 2012. NOAG hired Gambel for public relations services pursuant to an agreement dated Aug. 26, 2011. Gambel knew NOAG was in bankruptcy, but neither NOAG nor Gambel sought Court approval to enter into the Contract. Prior to entering the Contract with Gambel, NOAG had not used a public relations firm in 15 years. Pursuant to the Contract, NOAG has paid Gambel $26,435 in the aggregate. The hearing on confirmation of NOAG's Sixth Amended Plan of Reorganization with Immaterial Modifications was held on May 25, 2012. The Plan contemplated a sale of substantially all of NOAG's assets. At the confirmation hearing, NOAG's counsel represented to the Court that bids for the purchase of NOAG's assets were due May 28, 2012. The Court approved the Plan, and on June 1, 2012, the Court entered the confirmation order. In late May 2012, Gambel became aware that NOAG was sold. Gambel continued to perform work for NOAG through June 13, 2012. Gambel alleges it should be paid as an administrative expense because it performed services benefitting the estate pursuant to 11 U.S.C. Sec. 503(b)(1)(A). Gambel contends that the services it performed for NOAG were incurred in the ordinary course of NOAG's operation, such that the Plan deadline for filing administrative expense claims does not apply. David Adler, Trustee of the NOAG Litigation Trust, disagrees. A copy of the Court's March 25, 2013 Reasons for Decision is available at http://is.gd/0fra02from Leagle.com. About New Orleans Auction Galleries Based in New Orleans, Louisiana, New Orleans Auction Galleries Inc. filed for Chapter 11 bankruptcy protection on April 1, 2011 (Bankr. E.D. La. Case No. 11-11068). Judge Elizabeth W. Magner presides over the case. Stewart F. Peck, Esq., Christopher T. Caplinger, Esq., and Joseph Patrick Briggett, Esq., at Lugenbuhl Wheaton Peck Rankin & Hubbard, represent the Debtor. The Debtor selected Pontchartrain Financial LLC as financial advisor, and Patrick Gros CPA as accountant. The Debtor estimated assets of $100,000 and $500,000, and debts of $1 million and $10 million. The gallery's assets were purchased by Cakebread Art Antiques Collectables, Inc., a firm owned by Houston businesswoman Susan Krohn, at an auction on June 1, 2012. Auction Central News reports that the purchase price was not disclosed, although there has been speculation within New Orleans' antiques trade that it was in the vicinity of $1.5 million. NOA's Disclosure Statement was approved on April 26, 2012. NOA's Sixth Amended Plan of Reorganization with Immaterial Modifications was confirmed on June 1, 2012. As part of its Plan, NOA sold substantially all of its assets. Priority, administrative and secured claims were paid following the sale. NOA established the NOAG Litigation Trust for the purpose of liquidating any remaining assets and distributing the residual sale proceeds to unsecured claimants. David Adler, was appointed Trustee of the Trust. NEW PEOPLES BANKSHARES: Incurs $6.3 Million Net Loss in 2012 ------------------------------------------------------------ New Peoples Bankshares, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $6.32 million on $33.73 million of total interest and dividend income for the year ended Dec. 31, 2012, as compared with a net loss of $8.91 million on $41.76 million of total interest and dividend income during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $719.01 million in total assets, $679.14 million in total liabilities, and $39.86 million in total stockholders' equity. A copy of the Form 10-K is available for free at: http://is.gd/fjoQXh About New Peoples Bankshares New Peoples Bankshares, Inc., is a Virginia bank holding company headquartered in Honaker, Virginia. New Peoples subsidiaries include: New Peoples Bank, Inc., a Virginia banking corporation (the Bank) and NPB Web Services, Inc., a web design and hosting company (NPB Web). The Bank is headquartered in Honaker, Virginia and operates 27 full service offices in the southwestern Virginia counties of Russell, Scott, Washington, Tazewell, Buchanan, Dickenson, Wise, Lee, Smyth, and Bland; Mercer County in southern West Virginia and the eastern Tennessee counties of Sullivan and Washington. According to the Company's quarterly report for the period ended June 30, 2012, the Company and the Bank are subject to various capital requirements administered by federal banking agencies. "The Bank was well capitalized as of June 30, 2012, as defined by the capital guidelines of bank regulations, however, the Company continued to be below the minimum capital requirements as a result of the Tier 1 leverage ratio decreasing to 3.72%, which was below the minimum requirement of 4.00%. Subject to the conversion of the director notes, we expect to return to well-capitalized status at the holding company level in 2012. The Company's capital as a percentage of total assets was 3.27% at June 30, 2012, compared to 3.70% at Dec. 31, 2011." NPS PHARMACEUTICALS: Re-Gains Worldwide Rights to Teduglutide ------------------------------------------------------------- NPS Pharmaceuticals, Inc., has re-gained the full worldwide rights to teduglutide (trade name in Europe: Revestive(R)) and recombinant human parathyroid hormone 1-84 (PTH 1-84) (trade name in Europe: Preotact(R)). NPS licensed the commercial rights to Preotact and Revestive in 2004 and 2007, respectively, for territories outside of North America to Nycomed, which was acquired by Takeda Pharmaceutical Company Limited in 2011. Under the terms of the agreement, NPS will have worldwide rights to develop and commercialize teduglutide and PTH 1-84. Takeda will also assign to NPS its assets related to the two products, including all of its active pharmaceutical ingredient inventory and information related to the products' continued development, manufacture, and commercialization, including life cycle management assets. Takeda will receive NPS common stock valued at $50 million. Takeda will also earn a milestone payment in the first calendar year that combined worldwide net sales of both products exceed $750 million. NPS has the option of making this milestone payment in the amount of $30 million, in cash or NPS common stock. "This transaction establishes NPS as a global commercial rare disease company," said Francois Nader, M.D., president and chief executive officer of NPS Pharmaceuticals. "Our primary focus is to secure reimbursement for Revestive in Europe and to finalize our commercial strategy for both drugs to maximize their worldwide success. However, our 2013 priorities remain the successful U.S. launch of Gattex and the submission of our U.S. marketing application for Natpara." "Orphan drugs like teduglutide, serve high unmet medical needs. We are confident that as an orphan and specialty company, NPS is best suited to maximize the value of teduglutide and PTH 1-84 and ensure that as many patients as possible benefit from treatment. The structure of this transaction allows us to participate in NPS' future success with these products," said Dr. Frank Morich, chief commercial officer of Takeda. Teduglutide, marketed in the U.S. under the trade name Gattex(R), and approved in Europe under the trade name Revestive is indicated for the treatment of adult short bowel syndrome. Teduglutide was approved in the European Union and the U.S. in August and December 2012, respectively. PTH 1-84 is approved for post-menopausal osteoporosis in the European Union since April 2006, where it is known under the trade name Preotact(R). NPS is developing PTH 1-84 under the brand name Natpara(R) in the U.S. for the treatment of hypoparathyroidism. On March 18, 2013, pursuant to the Agreement and in consideration for the assets and rights acquired by the Company in connection therewith, the Company agreed to issue 6,067,961 shares of its common stock to Takeda upon completion of NASDAQ's review of the Agreement. Additional information can be obtained for free at: http://is.gd/vCBTb9 About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS reported a net loss of $36.26 million in 2011, a net loss of $31.44 million in 2010 and a net loss of $17.86 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $165.46 million in total assets, $212.20 million in total liabilities and a $46.74 million total stockholders' deficit. ORCKIT COMMS: Kesselman & Kesselman Raises Going Concern Doubt -------------------------------------------------------------- Orckit Communications Ltd. filed with the U.S. Securities and Exchange Commission on March 21, 2013, its consolidated financial statements for the year ended Dec. 31, 2012. Kesselman & Kesselman, in Tel-Aviv, Israel, expressed substantial doubt about Orckit Communications' ability to continue as a going concern, citing the Company's capital deficiency, recurring losses, negative cash flows from operating activities and significant future commitments to repay its convertible subordinated notes. The Company, an Israeli Corporation, reported a net loss of $6.5 million on $11.2 million of revenues in 2012, compared with a net loss of $17.4 million on $15.6 million of revenues in 2011. The Company's balance sheet at Dec. 31, 2012, showed $15.5 million in total assets, $23.9 million in total liabilities, and a capital deficiency of $8.4 million. A copy of the Company's 2012 consolidated financial statements is available at http://is.gd/n9DiKw Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT) engages in the design, development, manufacture and marketing of advanced telecom equipment to telecommunication service providers in metropolitan areas. The Company's products are transport telecommunication equipment targeting high capacity packetized metropolitan networks. OVERSEAS SHIPHOLDING: Goldmar Files Schedules of Assets & Debts --------------------------------------------------------------- Goldmar Limited, an affiliate of Overseas Shipholding Group, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property B. Personal Property $57,954,640.78 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0.00 E. Creditors Holding Unsecured Priority Claims $0.00 F. Creditors Holding Unsecured Non-priority Claims $17,158,412.71 -------------- -------------- TOTAL $57,954,640.78 $17,158,412.71 About Overseas Shipholding Overseas Shipholding Group, Inc., headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. Cleary Gottlieb Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. OVERSEAS SHIPHOLDING: GPC Files Schedules of Assets & Debts ----------------------------------------------------------- GPC Aframax Corporation, an affiliate of Overseas Shipholding Group, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property B. Personal Property $13,736,067.11 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0.00 E. Creditors Holding Unsecured Priority Claims $0.00 F. Creditors Holding Unsecured Non-priority Claims $21,857,406.06 -------------- -------------- TOTAL $13,736,067.11 $21,857,406.06 About Overseas Shipholding Overseas Shipholding Group, Inc., headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. Cleary Gottlieb Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. OVERSEAS SHIPHOLDING: Grace Files Schedules of Assets & Debts ------------------------------------------------------------- Grace Chartering Corporation, an affiliate of Overseas Shipholding Group, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property B. Personal Property $8,593,373.90 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0.00 E. Creditors Holding Unsecured Priority Claims $0.00 F. Creditors Holding Unsecured Non-priority Claims $9,511,435.05 ------------- ------------- TOTAL $8,593,373.90 $9,511,435.05 About Overseas Shipholding Overseas Shipholding Group, Inc., headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. Cleary Gottlieb Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. OVERSEAS SHIPHOLDING: Seaways Files Schedules of Assets & Debts --------------------------------------------------------------- International Seaways, Inc., an affiliate of Overseas Shipholding Group, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property B. Personal Property $21,926,284.99 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0.00 E. Creditors Holding Unsecured Priority Claims $0.00 F. Creditors Holding Unsecured Non-priority Claims $29,368,983.84 -------------- -------------- TOTAL $21,926,284.99 $29,368,983.84 About Overseas Shipholding Overseas Shipholding Group, Inc., headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. Cleary Gottlieb Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. PALI HOLDINGS: Trustee Wins Clawback Suit Against Ex-Trader ----------------------------------------------------------- YANN GERON, Chapter 7 Trustee of the Estate of Pali Holdings, Inc., Plaintiff, v. DAVID PEEBLER, Defendant, Adv. Proc. No. 11- 02912 (Bankr. S.D.N.Y.), seeks turnover, under section 542 of the Bankruptcy Code, of the proceeds of a promissory note David Peebler executed in favor of Pali Holdings. According to Bankruptcy Judge Robert E. Gerber, Mr. Peebler's defenses to payment on the Note are frivolous. Mr. Peebler's only contention that even warrants a written opinion is his contention that a bankruptcy judge lacks the constitutional power to issue a final judgment for the requested relief. In a March 25, 2013 Decision available at http://is.gd/q98culfrom Leagle.com, Judge Gerber ruled that summary judgment on the Note is granted in favor of the Trustee, and a final judgment will be entered in the Trustee's favor. "The Court confirms its earlier oral ruling that when, as here, a trustee's turnover rights under section 542 of the Code are appropriately invoked (e.g. to secure the return of property of the estate, or to monetize it), bankruptcy judges plainly have the constitutional power to issue final judgments for turnover. On the merits, the Court confirms its oral ruling that there []are no material disputed issues of fact, and that Peebler has no defenses under the Note," said Judge Gerber. Mr. Peebler was a full-time employee of the Debtor's affiliate, Pali Capital, Inc., beginning in January 2004. He was employed as a trader at Pali's Global Derivatives Desk. In June 2007, in connection with a share purchase plan Pali Holdings offered to certain employees, Mr. Peebler borrowed $105,000 from Pali. Mr. Peebler signed the Note in exchange for the money he borrowed. The Note obligated Mr. Peebler to repay the $105,000 principal amount of the Loan, plus interest at 8% per annum, in monthly installments of $700 commencing June 30, 2007. Mr. Peebler then used the Loan amount to purchase shares in Pali. By letter dated Oct. 11, 2011, the Chapter 7 Trustee demanded that Mr. Peebler pay the amount due but he failed to do so. Jones & Associates's Roland Gary Jones, Esq. -- info@jonesandassociates.com -- and the Law Office of Ira R. Abel -- iraabel@verizon.net -- argue for David Peebler. About Pali Holdings Pali Holdings Inc. was a New York-based broker dealer. It filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-11727) on April 1, 2010. Mark S. Indelicato, Esq., at Hahn & Hessen LLP, in New York, served as counsel. The Debtor disclosed $716,257 in assets and $31,764,247 debts in its schedules. Pali Holdings filed for bankruptcy protection after failing to sell its New York-based securities brokerage, Pali Capital Inc. About six months after the Chapter 11 filing, at the Debtor's behest, Pali Holdings' case was converted to chapter 7. Yann Geron was named Chapter 7 Trustee, and is represented by Fox Rothschild LLP's John Wait, Esq., and Oksana Wright, Esq. PATIENT SAFETY: Reports $17.6 Million Revenue in 2012 ----------------------------------------------------- Patient Safety Technologies, Inc., presented at the 25th Annual ROTH Conference in Dana Point, California. The Company disclosed $17.6 million of revenue for 2012, representing an increase of 110%. Reported operating expenses for 2012 was $9.6 million. The Company had $5.2 million in cash balance at Dec. 31, 2012. A copy of the presentation is available at http://is.gd/UpwLxm About Patient Safety Technologies Patient Safety Technologies, Inc. (OTC: PSTX) -- http://www.surgicountmedical.com/-- through its wholly owned operating subsidiary SurgiCount Medical, Inc., provides the Safety-Sponge(TM) System, a system designed to improve the standard of patient care and reduce health care costs by preventing the occurrence of surgical sponges and other retained foreign objects from being left inside patients after surgery. RFOs are among one of the most common surgical errors. Patient Safety reported a net loss of $1.89 million in 2011, compared with net income of $2 million during the prior year. The Company's balance sheet at Sept. 30, 2012, showed $19.98 million in total assets, $7.51 million in total liabilities and $12.47 million in total stockholders' equity. PEAK RESORTS: Greek Peak Ski Resort Selling for $7.6MM Cash ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Greek Peak Mountain Resort, a ski area in Virgil, New York, is being purchased for about $7.6 million in cash by John Meier and Mark Stemerman. The bankruptcy court in Syracuse, New York, approved the sale on March 22 after an auction with four prospective buyers and eight rounds of bidding. About Peak Resorts Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on Aug. 1, 2012. The affiliates are Hope Lake Investors LLC, V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc. Peak Resorts owns 888.5 acres of real estate, including the "Greek Peak Mountain Resort", a four-season resort development located in Virgil, New York. The 888.5-acre property is located 8 miles from Cortland, New York and has the largest day trip area in Central New York state. REDI LLC owns 402.7 acres of adjacent property. Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor Water Park, a 151-room hotel and resort facility in Virgil, Cortland County. The Debtors have a total of 264 employees. Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the case. Lawyers at Harris Beach PLLC serve as the Debtors' counsel. The Debtors scheduled these assets and debts: Scheduled Assets Scheduled Liabilities ---------------- --------------------- Hope Lake $27,180,635 $48,800,528 Peak Resorts $12,991,230 $26,558,438 REDI, LLC $1,298,401 $3,851,808 The petitions were signed by Allen R. Kryger, president. PHYSIO-CONTROL INT'L: Tighter FDA Control is Credit Negative ------------------------------------------------------------ Moody's Investors Service commented that the recent proposal by US Food and Drugs Administration on tighter approval process for automated external defibrillators is credit negative for US-based defibrillator manufacturer Physio-Control International, Inc. (B2, stable). The proposal, if finalized, will require AED manufacturers in the US to submit pre-market approval applications, a more rigorous, time-consuming and costly approval processes than the current pre- market notification process. According to the FDA, it will take comments on the proposed order for 90 days. Physio-Control manufactures and supplies emergency medical response products worldwide. More than 80% of Physio-Control's revenues are from the sale of manual external defibrillators and related services and accessories, namely batteries and electrodes. PLAZA VILLAGE: Section 341(a) Meeting Scheduled for April 23 ------------------------------------------------------------ A meeting of creditors in the bankruptcy case of Plaza Village Senior Living, LLC, will be held on April 23, 2013, at 3:00 p.m. at 402 W. Broadway, Emerald Plaza Building, Suite 660 (B), Hearing Room B, San Diego, CA 92101. Proofs of claim due are due by June 14, 2013. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Plaza Village Senior Living, LLC, filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 13-02723) on March 19, 2013. Darryl Clubb signed the petition as managing member. The Debtor scheduled assets of $11,533,346 and scheduled liabilities of $15,751,246. Andrew H. Griffin, III, Esq., of Law Offices of Andrew H. Griffin, III, serves as the Debtor's counsel. QBEX ELECTRONICS: Has Final OK to Use Bank's Cash Until July 1 -------------------------------------------------------------- On Feb. 1, 2013, the U.S. Bankruptcy Court for the Southern District of Florida entered an agreed final order authorizing QBEX Electronics Corporation, Inc., et al., to use cash collateral of Bank Leumi USA, pursuant to a projected cash flow budget from April 1, 2013, through July 1, 2013. At the hearing, held Jan. 29, 2013, the Bank notified the Court that Export Import Bank will be assigned all of the debt due to the Bank, and will be succeeding to the Bank's right with respect to the debt. As adequate protection, the Bank will have nunc pro tunc to Nov. 15, 2012, a replacement lien on all property of the Debtor and monthly payments of interest, in accordance with the terms of the loan documents with the Bank, on the first of each month. Upon assignment, ExIm Bank will succeed to all rights and interests of the Bank. The Court makes no finding as to the extent, validity or priority of the Bank's liens or claims in these cases, including with respect to whether the Bank possesses valid liens on the Debtor's inventory located in Columbia. All parties reserve their rights thereto. On Jan. 25, 2013, the Official Committee of Unsecured Creditors filed a limited objection to the Debtor's request to "grant the Bank a security interest in the inventory located in Columbia . . . which is presently not subject to a perfected security interest in favor of the Bank." About QBEX Electronics QBEX Electronics Corporation, Inc., based in Miami, Florida, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-37551) on Nov. 15, 2012. Judge Robert A. Mark oversees the case. Robert A. Schatzman, Esq., and Steven J. Solomon, Esq., at GrayRobinson, P.A., serve as the Debtor's counsel. QBEX scheduled assets of $11,027,058 and liabilities of $8,246,385. The petitions were signed by Jorge E. Alfonso, president. Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in assets and $5,792,217 in liabilities. READER'S DIGEST: Can Retain Weil Gotshal as Bankruptcy Counsel -------------------------------------------------------------- U.S. Bankruptcy Judge Robert D. Drain has authorized RDA Holdng Co. and its affiliates to employ Weil, Gotshal & Manges LLP, as attorneys for the Debtors, nunc pro tunc to the Petition Date, under a general retainer, and in accordance with its normal hourly rates and disbursement policies in effect from time to time. Weil is expected to provide these services: a. Prepare on behalf of the Debtors, as debtors in possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' estates; b. Take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; c. Take all necessary actions in connection with chapter 11 plans and related disclosure statement(s), and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; and d. Perform all other necessary legal services in connection with the prosecution of these chapter 11 cases. Weil's current customary U.S. hourly rates, subject to change from time to time, are: Members and Counsel $800 to $1,075 Associates $450 to $795 Paraprofessionals $185 to $335 To the best of the Debtors' knowledge, Weil Gotshal & Manges is a "disinterested person," as that phrase is defined in Bankruptcy Code Sec. 101(14), as modified by Bankruptcy Code Sec. 1107(b), and does not hold or represent an interest adverse to the estates. About Reader's Digest Reader's Digest is a global media and direct marketing company that educates, entertains and connects consumers around the world with products and services from trusted brands. For more than 90 years, the flagship brand and the world's most read magazine, Reader's Digest, has simplified and enriched consumers' lives by discovering and expertly selecting the most interesting ideas, stories, experiences and products in health, home, family, food, finance and humor. RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No. 13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an agreement with major stakeholders for a pre-negotiated chapter 11 restructuring. Under the plan, the Debtor will issue the new stock to holders of senior secured notes. RDA Holding Co. listed total assets of $1,118,400,000 and total liabilities of $1,184,500,000 as of the Petition Date. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Evercore Group LLC is the investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Reader's Digest, together with its 47 affiliates, first sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24, 2009 and exited bankruptcy Feb. 19, 2010. READER'S DIGEST: Can Employ Epiq as Administrative Advisor ---------------------------------------------------------- The Bankruptcy Court has authorized RDA Holding Co. and its affiliates to employ Epiq Bankruptcy Solutions LLC as administrative advisor, nunc pro tunc to the Petition Date, to provide these bankruptcy administrative services: a. Assisting with, among other things, solicitation, balloting and tabulation and calculation of votes, as well as preparing any appropriate reports, as required in furtherance of confirmation of plan(s) of reorganization; b. Generating an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; c. Gathering data in conjunction with, and assisting in the preparation of, the Debtors' schedules of assets and liabilities and statements of financial affairs; d. Generating, providing and assisting with claims reports, claims objections, exhibits, claims reconciliation, and related matters; e. Managing any distributions pursuant to a confirmed plan of reorganization; and f. Providing such other claims processing, noticing, solicitation, balloting and other administrative services and data preservation and litigation services described in the Services Agreement but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court or the Clerk. To the best of the Debtors' knowledge, Epiq is a "disinterested person," as that phrase is defined in Bankruptcy Code Sec. 101(14), as modified by Bankruptcy Code Sec. 1107(b), and does not hold or represent an interest adverse to the estates. About Reader's Digest Reader's Digest is a global media and direct marketing company that educates, entertains and connects consumers around the world with products and services from trusted brands. For more than 90 years, the flagship brand and the world's most read magazine, Reader's Digest, has simplified and enriched consumers' lives by discovering and expertly selecting the most interesting ideas, stories, experiences and products in health, home, family, food, finance and humor. RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No. 13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an agreement with major stakeholders for a pre-negotiated chapter 11 restructuring. Under the plan, the Debtor will issue the new stock to holders of senior secured notes. RDA Holding Co. listed total assets of $1,118,400,000 and total liabilities of $1,184,500,000 as of the Petition Date. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Evercore Group LLC is the investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Reader's Digest, together with its 47 affiliates, first sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24, 2009, and exited bankruptcy Feb. 19, 2010. READER'S DIGEST: Authorized to Hire Ernst & Young as Tax Provider ----------------------------------------------------------------- Judge Robert D. Drain has authorized RDA Holding Co. and its affiliates to employ Ernst & Young LLP as their tax and audit services provider nunc pro tunc to the Petition Date. The firm and its professionals have extensive and specialized institutional knowledge of the Debtors and their tax structure that is vital to the Debtors and their ability to successfully reorganize. Certain professionals at EY LLP have provided tax advisory services to the Debtors for a period spanning over the past 10 years and they are directly responsible for assisting the Debtors in implementing their current global tax structure. The knowledge these professionals, and EY LLP as a whole, have acquired over that period of time will be instrumental to the Debtors during these chapter 11 cases and on a go-forward basis. Moreover, due to the recent departure of the Debtors' Vice President in charge of global tax, the institutional knowledge of EY LLP becomes even more critical to the Debtors. EY LLP also will be providing restructuring tax advisory services, including the tax implications relating to both domestic and international reorganization and restructuring alternatives. In addition, EY LLP will be providing routine on-call tax advisory services. EY LLP's long-time and extensive knowledge of the Debtors' and their tax structure makes them the most efficient choice to provide these services. The Debtors are also authorized to engage EY LLP for certain limited and discrete audit services related to the reissue of EY LLP's 2011 audit opinion. EY LLP previously served as the Debtors' independent outside auditing firm from 2006 through 2011. EY LLP has agreed to provide certain audit and tax services to the Debtors in connection with the chapter 11 cases: a) Audit Engagement Letter: EY LLP will reissue its report on the Debtors' December 31, 2011 financial statements and perform related services. b) Tax Services Engagement Letter: EY LLP will perform certain tax services as set forth in specific Statements of Work executed pursuant to the Tax Services Engagement Letter. c) Bankruptcy Tax Services SOW: EY LLP will work with appropriate Company personnel in developing an understanding of the tax issues and options related to the Company's Chapter 11 filings, taking into account the Company's specific facts and circumstances, for US Federal, International and State and local tax purposes. d) Routine On Call Tax Advice SOW: EY LLP will provide tax advisory services to the Debtors. The Debtors will compensate EY LLP on an hourly basis, at rates ranging from $240 to $871 per hour. In addition, the Debtors have agreed to reimburse EY LLP for all reasonable, documented out of pocket expenses actually incurred by EY LLP. To the best of the Debtors' knowledge, EY LLP is a "disinterested person," as that phrase is defined in Bankruptcy Code Sec. 101(14), as modified by Bankruptcy Code Sec. 1107(b), and does not hold or represent an interest adverse to the estates. About Reader's Digest Reader's Digest is a global media and direct marketing company that educates, entertains and connects consumers around the world with products and services from trusted brands. For more than 90 years, the flagship brand and the world's most read magazine, Reader's Digest, has simplified and enriched consumers' lives by discovering and expertly selecting the most interesting ideas, stories, experiences and products in health, home, family, food, finance and humor. RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No. 13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an agreement with major stakeholders for a pre-negotiated chapter 11 restructuring. Under the plan, the Debtor will issue the new stock to holders of senior secured notes. RDA Holding Co. listed total assets of $1,118,400,000 and total liabilities of $1,184,500,000 as of the Petition Date. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Evercore Group LLC is the investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Reader's Digest, together with its 47 affiliates, first sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24, 2009 and exited bankruptcy Feb. 19, 2010. READER'S DIGEST: Can Hire Sitrick as Communications Consultant -------------------------------------------------------------- The Bankruptcy Court authorized RDA Holding Co. and its affiliates to employ Sitrick and Company as communications consultant, nunc pro tunc to the Petition Date, to provide these services: a) Develop and implement communications programs and related strategies and initiatives for communications with the Debtors' key constituencies regarding the Debtors' operations and progress through the chapter 11 process; b) Develop public relations initiatives for the Debtors to maintain public confidence and internal morale during the chapter 11 process; c) Prepare press releases and other public statements for the Debtors, including statements relating to major chapter 11 events; d) Prepare other forms of communication to the Debtors' key constituencies and the media; e) Develop and maintain a website containing communications materials for various constituencies regarding the restructuring; and f) Perform such other communications consulting services as may be requested by the Debtors. Sitrick's standard hourly billing rates range from $195 to $895, depending on the professional performing the services. Sitrick received from the Debtors an aggregate of $145,000 as advance payments for professional services performed and expenses incurred. Sitrick has used the advance payments to credit the Debtors' account, and has reduced the balance of the credit available to the Debtors by the amount of such charges. As of February 16, 2013, Sitrick has a remaining credit balance in favor of the Debtors in the amount of $11,750. To the best of the Debtors' knowledge, Sitrick is a "disinterested person," as that phrase is defined in Bankruptcy Code Sec. 101(14), as modified by Bankruptcy Code Sec. 1107(b), and does not hold or represent an interest adverse to the estates. About Reader's Digest Reader's Digest is a global media and direct marketing company that educates, entertains and connects consumers around the world with products and services from trusted brands. For more than 90 years, the flagship brand and the world's most read magazine, Reader's Digest, has simplified and enriched consumers' lives by discovering and expertly selecting the most interesting ideas, stories, experiences and products in health, home, family, food, finance and humor. RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No. 13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an agreement with major stakeholders for a pre-negotiated chapter 11 restructuring. Under the plan, the Debtor will issue the new stock to holders of senior secured notes. RDA Holding Co. listed total assets of $1,118,400,000 and total liabilities of $1,184,500,000 as of the Petition Date. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Evercore Group LLC is the investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Reader's Digest, together with its 47 affiliates, first sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24, 2009 and exited bankruptcy Feb. 19, 2010. REEVES DEVELOPMENT: Proposes 100% Recovery Plan ----------------------------------------------- Reeves Development Company, LLC, delivered to the U.S. Bankruptcy Court for the Western District of Louisiana, Lake Charles Division, a Chapter 11 plan of reorganization and accompanying disclosure statement to reorganize the Debtor's debt and pay all allowed claims in full. Under the Plan, on the effective date, all allowed accrued interest calculated at the non-default contractual rate of 4% per annum plus any amounts allowed by the Court pursuant will be capitalized and added to the outstanding principal balance due under the note issued by Iberia Bank. The maturity of the Iberia Note will be extended to 60 months from the Effective Date. The Debtor will then repay the New Principal Balance with interest accruing at the non-default contractual rate of 4% per annum from the Effective Date. Holders of Allowed Secured Vendor Claims will receive quarterly interest payments equal to 2% per annum on the outstanding principal balance, plus an amount equal to the claim holders' pro rata share as to the total allowed outstanding principal balances of the total claims of an amount equal to $1,500 per acre for each acre of land sold by the Debtor. Branch Banking and Trust has agreed to a settlement of its unsecured claims against the Debtor in exchange for certain concessions from Debtor's affiliated company, Houma Dollar Partners, LLC. In exchange for these concessions, the Debtor has agreed to forgo any payments due from Houma Dollar Partners, LLC. The arrangement is subject to court approval in the bankruptcy case of Houma Dollar Partners, LLC Case No. 12-20649 The Allowed General Unsecured Claims, which class of claims includes potential contract offset claims of $152,552, will be paid quarterly interest payments equal to 2% of the outstanding balance of the approved claim. Holder of the Subordinated Claim of Reeves Commercial Properties, LLC, agrees that it will not receive any payments for its claims, until all other approved claims under the Plan have been paid in full. Equity holders have likewise agreed to forgo any payments under the Plan until all creditors have received principal payments totaling 50% of the approved balance as of the effective date. Any payments to Equity holders allowed under the Plan will be limited to an amount equal to the tax liability passed through to the equity holders by the Debtor. A full-text copy of the Disclosure Statement dated Feb. 27, 2013, is available for free at http://bankrupt.com/misc/REEVESds0227.pdf About Reeves Development Reeves Development Company, LLC, a commercial and residential real estate developer, filed a Chapter 11 petition (Bankr. W.D. La. Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012. The closely held developer was founded in 1998 by Charles Reeves Jr., its sole owner. Reeves Development has about 80 employees and generates about $40 million in annual revenue, according to its Web site. Bankruptcy Judge Robert Summerhays oversees the case. Steffes, Vingiello & McKenzie, LLC, in Baton Rouge, serves as the Debtor's counsel. Reeves Development schedules assets of $15,454,626 and liabilities of $20,156,597 as of the Petition Date. Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case No. 12-21009) also sought court protection. RESIDENTIAL CAPITAL: Ambac Disputes Servicing Trigger Deals ----------------------------------------------------------- Ambac Assurance Corporation and the Segregated Account of Ambac Assurance Corporation previously objected to Residential Capital LLC's assumption and assignment of 64 securitization deals in connection with the sale of the Debtors' assets. The Debtors, in response, ask the Court to reject Ambac's objection of with respect to 46 of the deals, which do not contain servicing triggers, and for which Ambac has not asserted a cure claim. With respect to the servicing trigger deals, the Debtors argue that Ambac's objection advances an erroneous interpretation of the sale order. The Official Committee of Unsecured Creditors joins in the Debtors' objection. In response, Ambac seeks that the Court confirm that Ocwen must accept assignment of the contracts, if at all, subject to all benefits and burdens, notwithstanding anything in the Sale Order that may or may not reasonably be read to require a different outcome. The Debtors and Ambac jointly advised the Court that they intend to proceed with the hearing scheduled for March 28, 2013, at 2:00 p.m. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities as of March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. The sale of the assets, subject to satisfaction of customary closing conditions including certain third party consents, is expected to close in the first quarter of 2013. The partnership of Ocwen and Walter defeated the last bid of $2.91 billion from Fortress Investment Group's Nationstar Mortgage Holdings Inc., which acted as stalking horse bidder, at an auction that began Oct. 23, 2012. 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. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Advisors Bill $82MM for Sept.-Dec. Period -------------------------------------------------------------- Professionals employed in Residential Capital's Chapter 11 cases filed applications seeking approval of fees and expenses totaling more than $82 million for the second interim fee period. A hearing on the interim fee applications will be held on April 11, 2013. Objections to any Application are due no later than March 25. Any reply by an applicant must be filed by April 9. A. Debtors' Professionals Professional Period Fees Expenses ------------ ------ ---- -------- Bradley Arant Boult 2012/09/01- $4,257,795 $227,136 Cummings LLC 2012/12/31 Carpenter Lipps & 2012/09/01 - $1,877,415 $641,079 Leland LLP 2012/12/31 Centerview Partners LLC 2012/09/01 - $1,200,000 $29,452 2012/12/31 Curtis, Mallet-Prevost, 2012/09/01 - $623,725 $2,137 Colt & Mosle LLP 2012/12/31 Deloitte & Touche LLP 2012/09/01 - $1,697,678 $0 2012/12/31 Dorsey & Whitney LLP 2012/09/01 - $157,027 $125 2012/12/31 Fortace LLC 2012/09/01 - $1,491,871 $17,822 2012/12/31 FTI Consulting, Inc. 2012/09/01 - $7,238,803 $250,791 2012/12/31 Hudson Cook, LLP 2012/05/15 - $1,206,481 $15,463 2012/12/31 KPMG LLP 2012/09/01 - $720,798 $56,006 2012/12/31 Locke Lord LLP 2012/09/01 - $343,987 $4,548 2012/12/31 Mercer (US) Inc. 2012/09/01 - $100,455 $13,277 2012/12/31 Morrison & Cohen 2012/09/01 - $751,416 $12,391 2012/12/31 Morrison & Foerster LLP 2012/09/01 - $20,712,177 $418,544 2012/12/31 Orrick, Herrington & 2012/09/01 - $674,764 $611 Sutcliffe LLP 2012/12/31 Pepper Hamilton LLP 2012/05/15 - $2,226,584 $87,327 2012/12/31 Prince Lobel Tye LLP 2012/11/01 - $5,546 $1,802 2012/11/30 Rubenstein Associates 2012/09/01 - $10,811 $3,538 2012/12/31 Severson & Werson PC 2012/09/01 - $1,144,734 $218,413 2012/12/31 Towers Watson Delaware 2012/08/30 - $138,966 $9,550 2012/12/31 Troutman Sanders, LLP 2012/09/01 - $498,063 $9,645 2012/12/31 Zeichner Ellman & Krause 2012/05/14 - $213,616 $3,884 11/30/2012 B. Committee's Professionals Professional Period Fees Expenses ------------ ------ ---- -------- AlixPartners LLP 2012/09/01 - $3,973,550 $41,862 2012/12/31 Analytic Focus, LLC 2012/08/28 - $608,500 $216 2012/12/31 Coherent Economics, LLC 2012/08/11 - $960,003 $11,592 2012/12/31 Epiq Bankruptcy Solutions 2012/05/22 - $95,373 $189,397 2012/12/31 J.F. Morrow 2012/09/05 - $135,140 $1,345 2012/12/31 Kramer Levin Naftalis & 2012/09/01 - $15,217,784 $385,666 Frankel LLP 2012/12/31 Moelis & Company LLC 2012/09/01 - $2,400,000 $197,895 2012/12/31 Pachulski Stang Ziehl & 2012/09/19 - $341,678 $4,267 Jones LLP 2012/12/31 San Marino Business 2012/08/11 - $190,422 $11,287 Partners LLC 2012/12/31 SilvermanAcampora LLP 2012/10/25 - $59,525 $129 2012/12/31 C. Examiner's Professionals Professional Period Fees Expenses ------------ ------ ---- -------- Chadbourne & Parke LLP 2012/09/01 - $17,301,345 $563,507 2012/12/31 Arthur J. Gonzalez 2012/09/01 - $114,750 $0 2012/12/31 Mesirow Financial 2012/09/01 - $10,671,089 $68,482 Consulting, LLC 2012/12/31 Wolf Haldenstein Adler 2012/10/15 - $9,529 $47 Freeman & Herz LLP 2012/12/31 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. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. The sale of the assets, subject to satisfaction of customary closing conditions including certain third party consents, is expected to close in the first quarter of 2013. The partnership of Ocwen and Walter defeated the last bid of $2.91 billion from Fortress Investment Group's Nationstar Mortgage Holdings Inc., which acted as stalking horse bidder, at an auction that began Oct. 23, 2012. 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. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Proposes $6.9-Mil. in KEIP Payments -------------------------------------------------------- Residential Capital, LLC, and its debtor-affiliates seek permission from Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York to create and implement: -- a key employee incentive plan (Estate KEIP) for six insider-level employees, -- a key employee retention plan (Estate KERP) for 155 critical non-insider employees, and -- an executive key employee incentive plan (Executive KEIP) for two executive employees. The size of the employee payments is estimated to total $6.9 million, with additional $400,000 for administrative liability related to the Estate KERP. The Debtors tell the Court that the KEIPs and the KERP are important because, beginning January 1, 2013, they will no longer participate in the Ally Financial Inc. Long-Term Equity Compensation Plan or continue the Residential Capital, LLC Annual Incentive Plan, which compensates a vast majority of their employees in the form base salary and variable pay, typically in the form of awards. Estate KEIP Under the Estate KEIP, estimated to total approximately $2.3 million, the Debtors will incentivize six insider employees, including the Chief Business Officer plus the senior leadership team across the Administration/Human Resources, IT, Legal Claims/Claims Recovery, Asset Disposition, and Finance/Accounting. The Estate KEIP will be a multi-year plan with the initial year covering the 12-month period from January 1 to December 31, 2013. Assuming target-level performance, the payments under the Estate KEIP for the first year will total approximately $2.2 million at its target incentive. The Estate KEIP Awards range from 60% to 169%, with an average annual target award of $360,000. Payment of target awards is contingent upon achieving certain metrics, including the asset recovery metrics hinged on the sale of approximately $1 billion of loans insured by the Federal Housing Administration or the U.S. Department of Veterans Affairs. Awards and metrics for the second year and subsequent years will be set with approval from the Creditors' Committee before the end of the then-current plan period. Estate KERP The Estate KERP is a retention plan with awards communicated to participants at the beginning of the plan period. The Estate KERP will be a multi-year plan with the initial year covering the 12 month period from January 1 to December 31, 2013. Awards for the second year and subsequent years will be set with approval from the Creditors' Committee three months before the end of the then- current plan period. Payment of awards is contingent upon the employee's remaining with the Estate through the stated retention date. As the Estate KERP is replacing all incentive programs, the entire Estate population will be eligible for the Estate KERP except for: (i) insiders who will participate in either the Estate or Executive KEIP; (ii) employees with a retention period of less than four months; (iii) members of the originations pipeline wind down workstream; and (iv) employees identified as transitional employees that are retained with the Estate for the period of one to five months assisting in the transition of Estate operations. The following is a chart depicting the number of individuals in each criticality tier by job level: Tier 1 Tier 2 Tier 3 ----------------- ----------------- ----------------- # of Award # of Award # of Award Employees as % of Employees as % of Employees as % of Base Base Base Salary Salary Salary --------- ------- -------- -------- --------- ------- Director 14 71% 3 46% 1 22% Manager 9 49% 8 41% 1 19% Individual Contributor 7 38% 22 26% 30 20% Admin/Clerical - - - - 4 17% Non-Core - - 56 17% - - The Estate KERP plan will have a year one cost up to $4.4 million (approximately $4.1 million plus an additional $350,000 for administrative flexibility). Executive KEIP The Executive KEIP provides potential performance incentives for the Chief Financial Officer and the Capital Markets Officer, in the event they achieve performance metrics that align with creditor goals. The CFO and CMO will each remain with the Estate for a limited duration to manage and transition certain critical functions, such as serving on the Board of Directors of Residential Capital, LLC and its subsidiaries and holding licenses for state originations; overseeing the closing of the origination pipeline wind-down; overseeing and supporting the strategic asset disposition process for assets from Government National Mortgage Association (Ginnie Mae or GNMA); ensuring transitional services and statements of work are functioning, compliant and cost effective; supporting the closure of examiner information requests and business understanding; interfacing and negotiating with regulators, U.S. Department of the Treasury, GNMA, U.S. Department of Housing and Urban Development, and creating counterparties; completing year- end financial statement audit and transition finance monthly close activities; supporting the development of a consensual Plan of Reorganization; and assisting in addressing post-close accounting/purchase price issues. The Executive KEIP is a four-month plan ending May 3, 2013, with potential extension provisions for an additional two months. One week before the end of the Executive KEIP Plan Period, or if extended, the end of the extended plan period, the Chief Restructuring Officer and the Creditors' Committee would provide in writing a formal notice of a one month extension. Assuming target-level performance, the payments under the Executive KEIP will total approximately $400,000 at its target incentive through the Executive KEIP Plan Period. If the Executive KEIP Plan Period is extended then the award would be increased pro-rata for every additional month. Target awards through the Executive KEIP Plan Period are payable contingent upon achievement of four metrics, including the GNMA Deliveries metric, the GNMA Restricted Cash metric, and the Extension of MSR Sale Agreement metric. A hearing on the request is scheduled for April 11, 2013, at 3:00 p.m. (prevailing Eastern Time). Objections are due no later than April 4. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities as of March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. The sale of the assets, subject to satisfaction of customary closing conditions including certain third party consents, is expected to close in the first quarter of 2013. The partnership of Ocwen and Walter defeated the last bid of $2.91 billion from Fortress Investment Group's Nationstar Mortgage Holdings Inc., which acted as stalking horse bidder, at an auction that began Oct. 23, 2012. 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. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Has Settlement With People's Choice Trustee ---------------------------------------------------------------- Residential Capital, LLC, and its debtor affiliates ask the U.s. Bankruptcy Court in Manhattan to approve settlement agreements entered into by and between Ronald F. Greenspan, as the trustee of the liquidating trusts of People's Choice Home Loan, Inc., and its affiliates, and Debtors Residential Funding Company, LLC and Homecomings Financial, LLC. The agreements settle claims filed by the ResCap Debtors against the PC estates for obligations due and outstanding under several prepetition contracts among the parties. The agreements provide that: -- RFC's claim relating to its prepetition warehousing credit agreement with PCHLI and People's Choice Funding, Inc., will be allowed for $44,082,558, less $725,000 for the settlement payment RFC received in April 2008, and postpetition interest in the amount of $3,279,320; -- RFC's claim for alleged breaches under prepetition mortgage purchase agreements and for additional costs in connection with mortgage loan sales is allowed as a general, unsecure, non-priority claim for $21,321,618; and -- Homecomings' claim for repurchase or cure obligations under its prepetition loan purchase agreement is allowed as a general, unsecured, non-priority claim for $157,644. The proposed settlement will be presented in Court on April 12, 2013, at 12:00 p.m. (ET). Objections are due April 5. 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. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. The sale of the assets, subject to satisfaction of customary closing conditions including certain third party consents, is expected to close in the first quarter of 2013. The partnership of Ocwen and Walter defeated the last bid of $2.91 billion from Fortress Investment Group's Nationstar Mortgage Holdings Inc., which acted as stalking horse bidder, at an auction that began Oct. 23, 2012. 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. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). REVEL AC: Files for Chapter 11 With Prepack Plan ------------------------------------------------ Revel AC Inc., owner of the struggling Revel casino in Atlantic City, N.J., has sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253) in Camden, New Jersey, to reduce debt by $1.25 billion. Under a prepackaged plan of reorganization filed together with the petition, Revel will reduce its debt by more than 82% from $1.52 billion to $272 million, through a debt-for-equity conversion. Revel has secured votes from a supermajority of its lenders, which is in excess of the amount required for the court to approve the plan. Jeffrey Hartmann, Revel's Interim chief executive officer, commented, "Backed by overwhelming lender support, we remain on track to complete our financial restructuring ahead of the critical summer season. We will emerge from this recapitalization positioned for long-term success, with the financial capacity to pursue our amenity enhancement opportunities, and the ability to continue providing our guests with a signature Revel experience." The Company expects to complete its restructuring within 45 to 60 days and anticipates emerging from Chapter 11 by early summer. Road to Bankruptcy Revel, Atlantic City's first new casino since 2003, opened in April at a cost of $2.6 billion. When initially opened, Revel hoped to pull the Atlantic City casino industry out of a five-year slump, created by the sluggish economy and competition from casinos in surrounding states. After opening its doors on April 2, 2012, however, Revel incurred gross operating losses of $35 million and $37 million in the second and third quarters of 2012, respectively. In 2012, the Debtors' earnings before interest, taxes, depreciation and amortization was ($111.1 million). Revel was forced to close for six days, starting Oct. 28, due to Hurricane Sandy. New Jersey Governor Chris Christie declared a state of emergency in Atlantic County and ordered a mandatory evacuation for Atlantic City. In November 2012, New Jersey casino officials warned federal regulators about the Debtors' growing debt load of more than $1.4 billion, which they believed could lead to bankruptcy or foreclosure if revenues did not increase in the foreseeable future. In January 2013, Atlantic City suffered yet another decline in year-over-year gaming revenue. The gross gaming revenue in January 2013 was $205.6 million, which was down 13.2 percent from January 2012. Only one of the 12 Atlantic City casinos posted a year-over-year increase in gaming win. Revel's January earnings results constituted a drop of 19% from December 2012 and were the second-worst monthly earnings results in its nine-month history. Consequently, the Debtors commenced negotiations with secured lenders. The talks resulted in subsequent extensions that enabled the company to finalize the build-out of Revel, expand the casino amenities and obtain liquidity, the Debtors have not generated sufficient revenues to meet their ongoing debt obligations. In response to the Debtors' depressed financial performance and declining financial condition, the Debtors determined it was in the best interests of the business to agree to terms for a comprehensive restructuring to be effectuated through the Chapter 11 Cases. Prepetition Capital Structure As of March 13, 2013, the Debtors had total outstanding debt inclusive of the accrued and unpaid interest and fees, of $1.503 billion: (a) $192 million in principal plus $2.4 million in interest under their senior secured 2012 credit agreement, (b) $896 million in principal plus $25.5 million in interest under their senior secured term loan facility, and (c) $366 million in principal plus $21.5 million in interest under their 12% second lien notes due 2018. Chapter 11 Plan The Prepackaged Plan provides for these terms: -- $208 million in loans outstanding under the 2012 credit agreement (Class 1) will be repaid in full in cash by the proceeds of the DIP facility or the second lien exit facility, as applicable; provided, that unless otherwise agreed, any letters of credit issued as of the Petition Date shall be deemed to be issued under the DIP Facility or cash collateralized at 103% of any letter of credit exposure. Recovery: 100%. -- Approximately $923 million of loans outstanding under the term loan credit agreement (Class 2) will be converted into 100% of new common equity to be issued by the Reorganized Debtors. Impaired. Recovery: 19%. -- Holders of the approximately $388 million in obligations under the second lien notes (Class 3) will receive their Pro Rata share of the "contingent payment rights" of up to an aggregate amount of $70 million. The contingent payment rights will be non- recourse to the Reorganized Debtors and shall expire on the earlier of (a) 20 years after the State of New Jersey first reimburses the Debtors with an ERG Grant Payment, and (b) the date upon which the ERG Proceeds disbursed on account of the contingent payment rights equal an aggregate amount of $70 million. Impaired. Recovery: 18%. -- Holders of priority non-tax claims (Class 4), and other secured claims (Class 5) are unimpaired and are deemed to accept the Plan. Recovery: 100%. -- General Unsecured Claims (Class 6) will reinstated, paid in the ordinary course of business, or paid upon the later of the Effective Date, the date on which the general unsecured claim against the reorganized debtors becomes an allowed general unsecured claim, or such other date as may be ordered by the Bankruptcy Court. Unimpaired. Deemed to Accept. Recovery: 100%. -- All intercompany claims (Class 7) will be reinstated in full or in part or cancelled or discharged in full or in part, in each case, to the extent determined appropriate by the Reorganized Debtors. Unimpaired. Deemed to Accept. Recovery: 100%. -- All existing interests, including all warrants, will be extinguished and existing equity holders (Class 9) and warrant holders (Class 8) will not receive or retain on account of such interests any property under the Plan. Impaired. Deemed to Reject. Recovery 0%. Upon the Effective Date, the Debtors expect to pay $10 million in fees and expenses on account of retained professionals and approximately $22 million in administrative claims and priority claims, including among other things, certain 503(b)(9) Claims and priority tax claims. After making payments for administrative claims, and taking into account cash flow related to ongoing operations, borrowings of approximately $12 million under the first lien exit facility, and borrowings under the second lien facility, the Reorganized Debtors expect to have an at least $63 million in availability under the first lien exit facility. After emergence from Chapter 11, the only debt obligations with recourse to the Reorganized Debtors will consist of: (i) the first lien exit facility comprised of a revolving credit facility in the amount of approximately $75 million; (ii) the second lien exit facility comprised of term loans of approximately $260 million Plan Confirmation in May To evidence their support of the Debtors' restructuring plan, 87.0% of the holders of the 2012 credit agreement claims, 76.0% of the holders of the term loan credit agreement claims, and 76.1% of the holders of the second lien note claims have executed the Restructuring Support Agreement, dated as of Feb. 19, 2013, amended March 8 and March 13. Under the RSA, the Debtors are required, among other things, to request that a hearing to confirm the Plan be scheduled by May 22. Accordingly, the Debtors seek confirmation in accordance with this timetable: Voting Record Date March 12, 2013 Distribution of Solicitation Package March 13, 2013 Lender Voting Deadline March 20, 2013 Petition Date March 25, 2013 Distribution of Confirmation Hearing Notice March 28, 2013 Noteholder Voting Deadline April 10, 2013 Objection Deadline May 6, 2013 Reply Deadline May 10, 2013 Confirmation Hearing May 13, 2013 $250-Mil. DIP Financing Certain of Revel's lenders will provide approximately $250 million in debtor-in-possession financing (DIP), approximately $42 million of which constitutes new money commitments and approximately $208 million of which constitutes prepetition debt. In addition, Revel will obtain $335 million in exit financing, which consists of a $75 million revolver and $260 million term loan. The proceeds of the exit facility will be used to provide Revel with additional working capital, fund certain capital expenditures, repay the DIP financing, and pay expenses related to the restructuring upon emergence from Chapter 11. Business as Usual Revel said the restructuring is not expected to impact Revel's guests, employees or vendors. Throughout the restructuring, Revel intends to continue normal business operations. All services, guest loyalty plans and promotions, dining, scheduled entertainment, programming and events will continue to move forward without change or interruption, and that employees and vendors will be paid in the normal course of business. First Day Motions The Debtors have filed a variety of first day motions. The Debtors seek authorization to honor prepetition obligations to their customers and continue certain customer programs, which include, without limitation, chips, marker, credit programs, loyalty programs, and other gaming programs at Revel. Revel also seeks to pay all employees their wage Claims in the ordinary course of business. As for vendors, the Debtors seek an order from the Bankruptcy Court authorizing the payment of certain claims of vendors and certain other unsecured creditors, including certain claims that arose prior to our bankruptcy filing, as they become due in the ordinary course of business, subject to the continuation of ordinary trade terms. The Debtors also seek authority to set a bar date for all claims of $2.5 million and above that is 45 days after the Petition Date Moreover, the Debtors seek an order from the Bankruptcy Court authorizing them to establish notification and hearing procedures regarding the transfers of, or declarations of worthlessness for federal or state tax purposes with respect to, common stock in Revel AC, Inc. or of any beneficial interest therein that must be complied with before trades or transfers of such securities or declarations of worthlessness become effective and ordering that any purchase, sale, or other transfer of, or declaration of worthlessness with respect to, the common stock in violation of the proposed notification and hearing procedures shall be void ab initio. The Debtors said they need to protect and preserve their valuable tax attributes. A copy of the Plan is available for free at: http://bankrupt.com/misc/Revel_Prepack_Plan.pdf A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Revel_Plan_Outline.pdf About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. At Sept. 30, 2012, the Company had $1.14 billion in total assets, $1.39 billion in total liabilities and a $243.12 million total owners' deficit. Revel's legal advisor in connection with the restructuring is Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring advisor and Moelis & Company serves as its investment banker for the restructuring. REVEL AC: Seeks Approval of $250MM DIP Loans, $335MM Exit Loans --------------------------------------------------------------- Revel AC Inc. has secured $250 million in postpetition debtor-in- possession financing to ensure that ongoing business operations -- and overall enterprise value -- can be preserved, protected, and undisrupted during its prepackaged Chapter 11 restructuring. The DIP financing, which is being provided by existing lenders, consists of a $125 million revolving loan and a $125 million term loan. Approximately $42 million of the DIP financing constitutes new money commitments. The remaining $208 million will be used to refinance or "roll-up" amounts outstanding under the 2012 credit agreement. The Debtors say that through constructive negotiations with their lenders, and in coordination with the Office of the United States Trustee, the Debtors were able to obtain important concessions from the DIP lenders -- most notably, a revised 2012 credit agreement pay-down structure that allows the Debtors to roll-up the 2012 credit agreement over time during the interim period, as opposed to a full immediate pay-down in cash. The Debtors will grant adequate protection to the 2012 lenders and the term loan lenders in the form of replacement liens and claims. The DIP term loan and revolving facilities will expire May 30, 2013, subject to an extension to allow for any gaming approvals. The Debtors though are required to achieve certain milestones, including (a) final approval of the DIP financing will be entered by April 24, 2013, (b) a combined hearing on the Plan and disclosure statement will have been held on or before May 22, 2013, and (c) an order confirming the Plan will be entered by the Court on or before May 15, 2013, and (d) the Plan effective date will have occurred on or before May 30, 2013. The Debtors say that the decision to proceed with the DIP financing was made only after a diligent but fruitless search for superior financing alternatives demonstrated that the DIP financing is the best and only viable financing option available to the Debtors. The Debtors note that the DIP financing, which is contemplated under the Prepackaged Plan, has the overwhelming consent and support of key creditor constituencies. As of the Petition Date, 100% of the holders of the 2012 credit agreement claims and 100% of the holders of the term loan credit agreements claims voting on the Plan have voted to accept the Plan. Exit Financing The Debtors seek authority to enter into a (a) senior secured exit financing facilities engagement letter with JPMorgan Chase Bank, N.A., as sole and exclusive administrative agent, J.P. Morgan Securities LLC, as sole and exclusive lead arranger and bookrunner, and (b) certain senior secured exit financing facilities fee letter with JP Morgan Securities. The exit facility letters will formally engage JPMorgan to continue, on a postpetition basis, the structuring, arranging and syndicating of the Debtors' proposed first lien exit facility. Under its prepackaged Chapter 11 plan, Revel will obtain $335 million in exit financing, which consists of a $75 million revolver and $260 million term loan. The proceeds of the exit facility will be used to provide Revel with additional working capital, fund certain capital expenditures, repay the DIP financing, and pay expenses related to the restructuring upon emergence from Chapter 11. The Debtors agree to pay the lenders under the exit facilities and J.P. Morgan Securities $6.2 million in aggregate fees in addition to the costs and expenses associated with the exit facilities as well as the ticking fees payable to each lender that agreed to provide a revolving commitment with respect to the exit facilities. Exit Facility Under Seal The Debtors are seeking Court permission to file the exit facility fee letter under seal. The Debtors explained that the document contains sensitive and confidential proprietary information with respect to the terms and conditions of J.P. Morgan Securities' services. In light of the highly competitive nature of the lending industry, the parties have agreed that the fees and other sensitive information set forth in the exit facility fee letter be kept confidential. Only the U.S. Trustee and the Court are receiving unsealed copies of the exit facility fee letter. Any official committee of unsecured creditors, to the extent appointed, will also receive a copy on a confidential "professional eyes only" basis. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc., along with four affiliates, sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25, 2013, in Camden, New Jersey, with a prepackaged plan that reduces debt by $1.25 billion. Revel's legal advisor in connection with the restructuring is Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring advisor and Moelis & Company serves as its investment banker for the restructuring. Epiq Bankruptcy Solutions is the claims and notice agent. REVEL AC: Wanst to Pay Trade Claims in Ordinary Course ------------------------------------------------------ Revel AC Inc.'s prepackaged Chapter 11 plan provides that all general unsecured claims, including trade claims, will be unimpaired and paid in the ordinary course of business. The Debtors intend to present the Plan for confirmation in May. The Debtors intend to pay certain unsecured claims even before the Plan is confirmed. The Debtors have filed a motion to pay prepetition claims of general unsecured trade creditors in the ordinary course of business. The Debtors said they incur obligations to various creditors that provide the Debtors with a variety of goods and services. According to the Debtors, authorizing payment of trade claims in the ordinary course of business will minimize any disruption to the Debtors' business and will allow for a smooth expeditious reorganization in the Chapter 11 cases. The Debtors estimate that, as of the Petition Date, they owe $27 million on account of undisputed trade claims. The Debtors are not seeking to pay these amounts immediately, but rather to pay such amounts as they become due and payable in the ordinary course of business. The Debtors have filed a motion for expedited consideration of their request to pay trade creditors as well as other first-day motions. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. along with four affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25, 2013, in Camden, New Jersey, with a prepackaged plan that reduces debt by $1.25 billion. Revel's legal advisor in connection with the restructuring is Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring advisor and Moelis & Company serves as its investment banker for the restructuring. Epiq Bankruptcy Solutions is the claims and notice agent. REVEL AC: Prepack Chapter 11 Case Summary ----------------------------------------- Affiliated entities that filed separate Chapter 11 petitions: Case No. Debtor Entity -------- ------------- 13-16253 Revel AC, Inc. 500 Boardwalk Atlantic City, New Jersey 08401 13-16254 NB Acquisition LLC 13-16255 Revel AC, LLC 13-16256 Revel Atlantic City, LLC 13-16257 Revel Entertainment Group, LLC Chapter 11 Petition Date: March 25, 2013 Court: U.S. Bankruptcy Court District of New Jersey (Camden) Judge: Hon. Judith H. Wizmur Debtors' Counsel: Marc Kieselstein, P.C. Nicole L. Greenblatt, Esq. Christopher T. Greco, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022-4611 Tel: (212) 446-4800 Fax: (212) 446-4900 - and - Morton R. Branzburg, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, PA 19103 Tel: (215) 569-2700 Fax: (215) 568-6603 - and - Domenic E. Pacitti, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 Market Street, Suite 1000 Wilmington, DE 19801-3062 Tel: (302) 426-1189 Fax: (302) 426-9193 Debtors' Financial Advisor & Investment Banker: MOELIS & COMPANY LLC Debtors' Restructuring Advisor: ALVAREZ & MARSAL NORTH AMERICA LLC Debtors' Claims & Noticing Agent: EPIQ BANKRUPTCY SOLUTIONS LLC Counsel to the Steering Committee of Revel Lenders: Andrew N. Rosenberg, Esq. Elizabeth R. McColm, Esq. Sarah Hartnett, Esq. Diane Meyers, Esq. PAUL WEISS RIFKIND WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019-6064 Tel: 212-373-3000 Fax: 212-757-3990 E-mail: arosenberg@paulweiss.com emccolm@paulweiss.com sharnett@paulweiss.com dmeyers@paulweiss.com - and - FOX ROTHSCHILD LLP Michael J. Viscount, Jr., Esq. Midtown Building, Suite 400 1301 Atlantic Avenue Atlantic City, New Jersey 08401 Tel: 609-348-4515 Fax: 609-348-6934 E-mail: mviscount@foxrothschild.com Counsel to JPMorgan Chase Bank NA: William S. Katchen, Esq. Gia G. Incardone, Esq. DUANE MORRIS LLP One Riverfront Plaza 1037 Raymond Blvd., Suite 1800 Newark, New Jersey 07102 Tel: 973-424-2000 Fax: 973-424-2001 - and - John J. Rapisardi, Esq. CADWALADER WICKERSHAM & TAFT LLP One World Financial Center New York, NY 10281 Tel: 212-504-6000 Fax: 212-504-6666 Total Assets as of Feb. 28, 2013: $1,100,000,000 Total Debts as of Feb. 28, 2013: $1,500,000,000 Total publicly traded debt: $388 million arising under the 12% second lien notes due 2018 The petition was signed by Dennis Stogsdill, Revel's chief restructuring officer. A copy of Revel AC's petition and consolidated list of the Debtors' 50 largest unsecured creditors is available at http://bankrupt.com/misc/RevelACnjb13-16253.pdf REVEL AC: Gets Regulatory Approval for Interim CEO Appointment -------------------------------------------------------------- Revel AC Inc. said that its recently appointed Interim Chief Executive Officer, Jeffrey Hartmann, has gained regulatory approval from the State of New Jersey's Casino Control Commission, the panel charged with licensing New Jersey's casinos and its key employees. Mr. Hartmann appeared before the Commission at a special hearing on March 19, 2013, and was granted the required regulatory clearance. With this approval, Mr. Hartmann will now formally assume his position as the Company's Interim CEO. Mr. Hartmann is a more than 20-year veteran of the gaming, hospitality and leisure industries, and possesses a solid understanding of Revel's business, having worked with the Company on a consultancy basis since the beginning of 2013. "I am delighted to officially transition into this new role. As the premier resort destination in the Northeast with expanding dining, gaming, and entertainment options and employees dedicated to providing guests a signature Revel experience, I see substantial opportunity, working with our Revel professionals, to drive growth. The financial flexibility our balance sheet restructuring will provide Revel with will enable us to execute our business objectives and improve operating cash flow over the coming months." Before joining Revel, Mr. Hartmann most recently served as President of The Hartmann Group, LLC, which offers specialized experience in the gaming, hospitality and leisure industries. Prior to that, he was President and Chief Executive Officer of Mohegan Sun from January 2011 until October 2012. Earlier in his tenure at Mohegan Sun, he served as Chief Operating Officer of the Mohegan Tribal Gaming Authority (MTGA) from 2004 through 2010 and as MTGA Chief Financial Officer from 1996 until 2004. In this position, Hartmann oversaw MTGA Corporate Finance and Strategic Development. Mr. Hartmann also served as Chief Financial Officer for the Connecticut Sun, the WNBA's professional women's basketball franchise, which is owned and operated by Mohegan Sun and calls Mohegan Sun Arena home. Prior to joining Mohegan Sun, he served as Vice President of Finance for Foxwoods from 1991 to 1996. Mr. Hartmann was employed by PricewaterhouseCoopers, LLP, as an Audit Manager from 1984 to 1991. He is a Certified Public Accountant and a graduate of Rutgers University. Additional information can be obtained at http://is.gd/GSXvD9 Revel AC, Inc., on Feb. 12, 2013, entered into a fifth amendment to the Credit Agreement, dated as of May 3, 2012, as amended, with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. A copy of the Fifth Amendment is available for free at: http://is.gd/w9vJsm About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. along with four affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25, 2013, in Camden, New Jersey, with a prepackaged plan that reduces debt by $1.25 billion. Revel's legal advisor in connection with the restructuring is Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring advisor and Moelis & Company serves as its investment banker for the restructuring. Epiq Bankruptcy Solutions is the claims and notice agent. REVSTONE INDUSTRIES: Gellert & Werb Firms Seek Temp. Employment --------------------------------------------------------------- Gellert Scali Busenkell & Brown LLC and Werb & Sullivan, in separate applications, seek an order from the Bankruptcy Court overseeing the Chapter 11 cases of Revstone Industries LLC and its debtor-affiliates to authorize the limited employment of the firms as Greenwood Forging LLC's temporary bankruptcy counsel until substitution of counsel. On Jan. 29, 2013, the law firm of Pachulski Stang Ziehl & Jones substituted for both firms as counsel for Greenwood. Both firms seek to be employed as temporary bankruptcy counsel to Greenwood because, among others: (a) the Debtor filed its bankruptcy petition through the firms on an emergency expedited basis; (b) both firms previously provided legal services to non- debtor affiliates of Greenwood and Greenwood's parent is familiar with the services provided by the firms. Both firms also handled a number of other pressing preliminary matters after the bankruptcy filing until substitution of counsel. The firms also negotiated extensively with the Debtor's lenders. Werb & Sullivan received $13,500 while GSBB was paid $9,000 for legal services and costs rendered from Jan. 4 to Jan. 7, 2013. Payment was made on the morning of Jan. 7, before the bankruptcy filing. Charles J. Brown, III, Esq., the principal attorney at GSBB designated to represent the Debtor has an hourly rate of $450. Principal attorneys at Werb & Sullivan presently designated to represent Greenwood and their current standard hourly rates are: Duane D. Werb $595 Brian A. Sullivan $495 The firms attest they are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. About Revstone Industries, Greenwood Forgings, & US Tool & Engineering Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. In its petition, Revstone estimated under $50 million in assets and debts. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Womble Carlyle Sandridge & Rice, LLP, serves as counsel to the Official Committee of Unsecured Creditors. REVSTONE INDUSTRIES: Wants to Hire Pachulski Stang as Counsel ------------------------------------------------------------- Revstone Industries LLC and its debtor-affiliates seek court permission to employ Pachulski Stang Ziehl & Jones LLP as counsel. The firm will be: a. providing legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of the businesses and management of its property; b. preparing on behalf of the Debtors any necessary applications, motions, answers, orders, reports, and other legal papers; c. appearing in Court on behalf of the Debtors; d. preparing and pursuing confirmation of a plan and approval of a disclosure statement; and e. performing other legal services for the Debtors that may be necessary and proper in these proceedings. The principal attorneys and paralegals presently designated to represent the Debtors and their current standard hourly rates are: Laura Davis Jones $975.00 Alan J. Kornfeld $895.00 David M. Bertenthal $825.00 Maxim Litvak $750.00 Timothy P. Cairns $575.00 Monica Molitor $295.00 To the best of the Debtors' knowledge, PSZ&J does not hold or represent any interest adverse to the Debtors' estates and PSZ&J is a "disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code. Prior to commencing its work, PSZ&J received a $100,000 payment from Contech Casting, LLC and a $250,000 payment from Revstone Transportation, LLC, two non-debtor affiliates, for a total retainer amount of $350,000. PSZ&J will apply its retainer to postpetition fees and expenses. About Revstone Industries, Greenwood Forgings, & US Tool & Engineering Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. In its petition, Revstone estimated under $50 million in assets and debts. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Womble Carlyle Sandridge & Rice, LLP, serves as counsel to the Official Committee of Unsecured Creditors. REVSTONE INDUSTRIES: US Tool Taps Myron Bowling as Auctioneer ------------------------------------------------------------- US Tool & Engineering, LLC, one of the debtors in the Chapter 11 cases of Revstone Industries LLC, et al., seeks permission from the United States Bankruptcy Court for the District of Delaware to employ Myron Bowling Auctioneers, Inc., Utica Leaseco, LLC, PPL Group LLC, and Maynard Industries (199 1) Inc., as auctioneer. The Debtor has terminated operations and its principal remaining asset is equipment that may be worth in the range of $750,000 to $1.25 million. Boston Finance Group, LLC, asserts a lien against the Equipment and a claim against the Debtor exceeding $4.5 million. BFG also asserts an unsecured guarantee claim against Revstone Industries, LLC, for any deficiency in BFG's claim against the Debtor. The Equipment is located in the Debtor's leasehold facility in Lansing, Michigan, which is currently under the management of a court-appointed receiver. The Debtor believes that the best mechanism to maximize the value of the Equipment is to conduct a public auction. To the best of the Debtor's knowledge, the Auctioneer is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code and as required by Section 327(a) of the Bankruptcy Code and referenced by Section 328(c) of the Bankruptcy Code. The Auctioneer will guarantee the Debtor $600,000 and will pay the Debtor a deposit of 10% upon execution of the agreement with the Auctioneer. The Auctioneer will conduct a public auction of the Equipment, free and clear of any liens, claims, interests and encumbrances, on location at the Facility. The Auctioneer will retain the first $600,000 of Auction proceeds as reimbursement of the Guarantee Price and the next $50,000 of Auction proceeds to offset Auction expenses advanced by the Auctioneer. All Auction proceeds in excess of $650,000 (exclusive of buyer's premium and sales tax) will be split 90% to the Debtor and 10% to Auctioneer. About Revstone Industries, Greenwood Forgings, & US Tool & Engineering Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. In its petition, Revstone estimated under $50 million in assets and debts. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Womble Carlyle Sandridge & Rice, LLP, serves as counsel to the Official Committee of Unsecured Creditors. RG STEEL: Seeks More Time to File Notices of Removal of Actions --------------------------------------------------------------- RG Steel LLC is seeking additional time to file notices of removal of lawsuits initiated prior to its bankruptcy. In a March 25 filing, RG Steel asked U.S. Bankruptcy Judge Kevin Carey to allow the company to file the notices to the later of Aug. 26, 2013, or 30 days after entry of an order terminating the automatic stay that was applied to the lawsuits. A court hearing is scheduled for April 23. Objections are due by April 8. About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owns Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12- 11661) on May 31, 2012, to pursue a sale of the business. The bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion as of the Chapter 11 filing. The Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent. Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. An official committee of unsecured creditors has been appointed in the case. Kramer Levin Naftalis & Frankel LLP represents the Committee. Huron Consulting Services LLC serves as its financial advisor. The Debtor has sold off the principal plants. The sale of the Wheeling Corrugating division to Nucor Corp. brought in $7 million. That plant in Sparrows Point, Maryland, fetched the highest price, $72.5 million. RICHFIELD EQUITIES: Court OKs Bid to Convert Case to Chapter 7 -------------------------------------------------------------- The Hon. Daniel S. Opperman of the U.S. Bankruptcy Court for the Eastern District of Michigan has converted the Chapter 11 cases of Richfield Equities, LLC, et al., to Chapter 7. On Feb. 19, 2013, Richfield Equities, Richfield Landfill, Inc., and Waste Away Disposal, L.L.C., filed a motion seeking their cases' conversion to Chapter 7, saying that they have no ability to pay employees or any other expenses or to maintain, or conduct any operations at, the Richfield Sanitary Landfill in Davison, Michigan. The Debtors' court-approved postpetition financing terminated effective as of Feb. 18, 2013. The Debtors said that they have no other source of financing. On Feb. 20, 2013, the Official Committee of Unsecured Creditors sought the conversion of Richfield Management, L.L.C.'s Chapter 11 case to Chapter 7. Richfield Management didn't join in the Debtors' conversion motion, although motion also states that Richfield Management contemplates that it will eventually file a motion to convert its Chapter 11 case. The Committee said that conversion of Richfield Management's case is required because financing has terminated and there is no source of funds available to continue operations. The Committee is represented by: WOLFSON BOLTON PLLC Scott A. Wolfson, Esq. Anthony J. Kochis, Esq. 3150 Livernois, Suite 275 Troy, MI 48083 Tel: (248) 247-7105 Fax: (248) 247-7099 E-mail: akochis@wolfsonbolton.com About Richfield Equities Richfield Equities, L.L.C., Richfield Landfill, Inc., Richfield Management, L.L.C., and Waste Away Disposal, L.L.C., each filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case Nos. 12-33788 to 12-33791) on Sept. 18. Flint, Mich.-based Richfield Equities is a limited liability company that directly owns 100% of the ownership interests of each of Richfield Landfill, Richfield Management, and Waste Away Disposal. Debtors are a vertically-integrated solid waste collection, transfer, disposal, and recycling company that service the southeast, central/mid, and "thumb" regions of Michigan. The Debtors' operations include two (2) landfills, two (2) transfer stations, and collection and hauling operations. The Debtors' consolidated balance sheet shows that as of April 30, 2012, the Debtors had total assets of approximately $37.1 million and total liabilities of approximately $41.8 million. As of the Petition Date, the total outstanding principal amount owed to Comerica Bank was approximately $18 million plus contingent reimbursement obligations of $8.3 million under applications for letters of credit issued by the Bank. The obligations under the Prepetition Credit Documents are secured by substantially all of the assets of the Debtors and were guaranteed by each of Landfill, Management, and Waste Away, as well as other non-debtor individuals and non-operating entities. Joseph M. Fischer, Esq., Robert A Weisberg, Esq., and Christopher A. Grosman, Esq., at Carson Fischer PLC, in Bloomfield Hills, Michigan, represent the Debtors as counsel. Quarton Partners serves as their investment banker. Wolfson Bolton PLLC represents the Official Committee of Unsecured Creditors of Richfield Equities, L.L.C., et al., as counsel. Judge Daniel S. Opperman oversees the cases. The Debtors' cases are jointly administered, for procedural purposes only, under Case No. 12-33788, which is the case number assigned to Richfield Equities, L.L.C. ROBERTS HOTEL: Gets Approval for $1MM Additional Financing ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri authorized Roberts Hotels Houston, LLC, et al., to modify, increase and extend postpetition financing facility previously approved by the Court on Aug. 24, 2012. Pursuant to the terms of the original DIP order, the Debtors were authorized to use cash collateral in which Bank of America, N.A., holds an interest, to borrow up to $1,500,000 pursuant to Section 364 of the Bankruptcy Code, and to execute and deliver to the Bank that certain Future Advance, Debtor-in-Possession Financing and Second Amendment to Loan Agreement, dated as of July 31, 2012, and that certain Future Advance Note in the amount of $1,500,000, dated as of July 31, 2012, and certain other related documents evidencing the use of cash collateral and the postpetition financing. The Debtors are in default of certain of their obligations under Original DIP Facility, and in any event all amounts due under the Future Advance Note No. 1 matured and became due and immediately payable on Dec. 31, 2012. In this connection, the Bank expressed its willingness to modify, increase and extend the terms of the Original DIP Loan Facility, for the Debtors to satisfy their ongoing postpetition operations. A summary of the most notable changes in the Extended DIP Facility are: Maturity Date: March 31, 2013 Termination Date: Earliest to occur of (a) March 31, 2013; (b) closing of the sale of the last of the hotels under Section 363 of the Bankruptcy Code; or (c) the date upon which Bank will elect to accelerate the obligations in accordance with the terms of the agreement. New Borrowings: Maximum of $1,000,000 evidenced by a new Future Advance Note in the amount of $1,000,000 Sale Process Covenants: Debtors will comply with the following sales procedures, which will be reflected in the extension of the listing agreement with CB Richard Ellis to March 31, 2013: (i) The CBRE hotel team directed by Kevin Mallory will runs the Hotel disposition process, partnering with local CBRE offices where the hotels are located. (ii) The disposition strategy will be Hotel-by-Hotel, not on a portfolio basis. (iii) Diligent efforts will be made to complete closing of the Hotels currently under contract, but the sales effort will generally re- started in January 2013, with the goal of completing the sale of all Hotels by March 31, 2013. (iv) Drafting and negotiation of sales contracts and closing of sales will be handled by Alston & Bird LLP, including, without limitation, any contract amendments and coordinating receipt of earnest money deposits with the title company. (v) Bank will be authorized to accept or reject contracts. The Debtors will cooperate in the execution of contracts and in providing any available information to the buyers. Access to the hotels will be coordinated by the receivers and approved property manager. (vi) CBRE will report to and be directed by Bank although Debtors will be given the opportunity to attend all status calls and discussion. A copy of the terms of the financing is available for free at http://bankrupt.com/misc/ROBERTSHOTELS_financingfacility_modify.pdf ServiceMaster Recovery Management, in its limited objection to the Debtor's motion stated that the motion would be adverse to its contractual and other rights concerning Liberty Mutual Insurance Company's claim arising out of certain water damage at the Debtor's Houston hotel and the insurance policy. About Roberts Hotels Hotel portfolios owned by St. Louis, Mo.-based Roberts Cos. have filed separate Chapter 11 bankruptcy petitions. The hotels are among those involved in a lawsuit Bank of America filed against Roberts Cos. in April 2012. BofA alleges Roberts Cos. defaulted on a loan to renovate six hotels it owns outside of Missouri and owes more than $34 million. The hotels are located in Tampa, Atlanta, Dallas, Houston, Shreveport, La., and Spartanburg, S.C. Roberts Hotels Dallas LLC, which operates as a Courtyard by Marriott at 2383 Stemmons Trail in Dallas, filed for Chapter 11 bankruptcy (Bankr. E.D. Mo. Case No. 12-45017) on May 23, 2012, estimating $1 million to $10 million in assets, and $10 million to $50 million in debts. Roberts Hotels Atlanta LLC, dba Clarion Hotel Atlanta, filed for Chapter 11 (Bankr. E.D. Mo. Case No. 12-44493) on May 9, 2012, estimating $1 million to $10 million in assets, and $10 million to $50 million in debts. Roberts Hotels Shreveport LLC, also under the Clarion flag, sought Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 12- 44495) on May 9, estimating under $10 million in assets and between $10 million and $50 million in debts. Roberts Hotels Spartanburg LLC, which owns the Clarion Hotel, formerly named Radisson Hotel & Suites Spartanburg, filed a Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) on April 19, 2012. It scheduled $3,028,820 in assets and $34,775,209 in debts. Roberts Hotels Houston LLC, dba Holiday Inn Houston, filed for Chapter 11 (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012, listing under $50,000 in assets and up to $50 million in debts. Roberts Hotels Tampa LLC, which owns the Comfort Inn hotel at 820 East Busch Blvd. in Tampa, filed for Chapter 11 Bankr. E.D. Mo. Case No. 12-44391) on May 7, estimating assets between $1 million and $10 million and debts between $10 million and $50 million. A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, serves as the Debtors' counsel. The petitions were signed by Mike Kirtley, chief operating officer. On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss. Case No. 11-04341), estimating both assets and debts of between $1 million and $10 million. John D. Moore, P.A., represents the Debtor. The cases are jointly administered. RUMFORD PAPER: Pays $3M In FERC Power Grid Manipulation Suit ------------------------------------------------------------ Helen Christophi of BankruptcyLaw360 reported that Rumford Paper Co. will pay $3 million to settle the Federal Energy Regulatory Commission's suit accusing the bankrupt paper manufacturer of manipulating a grid-balancing system to get payments for reducing its power demand, according to agency documents released Friday. Although an order approving a stipulation and consent agreement by the FERC indicated that Rumford had agreed to a $10 million civil penalty and a $2.8 million disgorgement, the agency decided to let it off the hook for $3 million due to its Chapter 11 proceedings, the report said. RYMAN HOSPITALITY: S&P Affirms 'B+' CCR & Rates $300MM Notes 'BB' ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Nashville, Tenn.-based Ryman Hospitality Properties Inc. The outlook is stable. At the same time, S&P assigned Ryman's proposed $300 million senior unsecured notes due 2021 its 'BB' issue-level rating, with a recovery rating of '1', indicating S&P's expectation for very high (90% to 100%) recovery for lenders in the event of a payment default. The notes are being co-issued by Ryman's wholly owned subsidiaries RHP Hotel Properties LP and RHP Finance Corp. Parent Ryman Hospitality Properties Inc. and its operating subsidiaries guarantee the notes. The company expects to use the proceeds from the proposed notes issuance to repay a portion of its outstanding borrowings under its current credit facility and pay fees and expenses related to the transaction. S&P's corporate credit rating on Ryman Hospitality Properties Inc. reflects its assessment of the company's business risk profile as "weak" and its assessment of the company's financial risk profile as "aggressive," according to their criteria. S&P's assessment of Ryman's business risk profile reflects its limited asset diversity and small hotel portfolio. The company has good quality properties that target group and convention customers, providing some advance booking visibility and somewhat offsetting business risks. S&P's assessment of Ryman's financial risk profile as "aggressive" reflects its belief that EBITDA coverage of interest expense will be strong, above 4x, and total lease-adjusted debt to EBITDA will be in the mid-4x area at the end of 2013. S&P's measure of EBITDA also includes the interest income received from the Prince George's County bonds that Ryman holds. In May 2012, Ryman announced its agreement to sell the Gaylord Hotels brand and management rights for its four Gaylord-branded hotels to Marriott International Inc. for $210 million. Ryman continues to own its hotel properties and other businesses, and has reorganized and elected to be treated as a REIT effective Jan. 1, 2013. The agreement calls for Marriott to manage the hotels for an initial 35-year term, and for Ryman to pay a base management fee equal to 2% of revenue and an incentive fee based on hotel profitability. "We believe that Ryman's hotels may achieve some added revenue benefit as a part of Marriott's system, but as compensation, we expect Ryman will pay annual fees in the $20 million-area in 2013. However, we do not believe that these fee payments will have a negative impact on Ryman's annual cash flow, because of estimated synergies stemming from the reduction of corporate, technology, and reservation systems costs . Additionally, Ryman has incurred an estimated $85 million in one-time conversion, transaction, and severance expenses (excluding noncash impairment costs) in 2012 to achieve cost synergies; a $62 million one-time dividend of the company's undistributed earnings and profits in order to convert to REIT status; and an approximate $10 million tax payment related to the sale proceeds. In our view, these cash outflows are covered by the $210 million in proceeds from the transaction," S&P said. SAN DIEGO HOSPICE: New List of 19 Largest Unsecured Creditors ------------------------------------------------------------- San Diego Hospice & Palliative Care Corporation in February filed an amended list of its top largest unsecured creditors, disclosing: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wells Fargo - Credit Card Loan $4,000,000 Payment Remittance Center P.O. Box 54349 Los Angeles, CA 90054-0349 Brookwood Crossroads Investors Commercial $2,557,034 72 Cherry Hill Drive, 2nd floor Property Lease Beverly, MA 01915 Price Family Charitable Fund Loan $800,000 Attn: Chris Stockton 7979 Ivanhoe, Suite 520 La Jolla, CA 92037 Heatlh Insurance IBNR - Cigna Employee Health $496,124 231 La Salle Street Insurance Chicago, IL 60604 Glenview Assisted Living/Glenb Glenbrook Facility $307,844 1950 Calle Barcelona Carlsbad, CA 92009 Hospiscript Services, LLC Patient Care $179,873 Cigna Employee Health $171,000 Insurance Employment Development Unemployment $162,265 Insurance Medical Insurance Plan Employee withheld $116,544 Withholdings Medline Industries, Inc. Medical Supplies $166,544 Cardinal Distribution Pharmacy Supplies $111,377 MetLife c/o Fascore employee withheld $215,637 San Diego Hospice loan $1,091,000 Foundation Inc. Scripps Health Patient Care $136,995 UCSD Medical Center Patient Care $103,378 Outcome Resources, LLC Medical Equipment $169,868 Deliver-It, LLC Delivery of $146,315 Pharmaceuticals T-Mobile Phone $79,724 Guardian Employee Withheld $116,544 About San Diego Hospice San Diego Hospice & Palliative Care Corporation filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on Feb. 4, 2013, estimating assets and liabilities of at least $10 million. The Debtor is the operator of the San Diego Hospice and The Institute for Palliative Medicine, one of the largest community-owned, not-for-profit hospices in the country. Even before the bankruptcy filing, the Debtor has been under a federal investigation, focusing whether it allowed patients to stay in the program even when their diagnosis changed. The Debtor said that it will meet with government agencies to address their concerns, explore partnerships with other health care organizations, and work to restructure and resize San Diego Hospice. The Debtor said it has encouraged Scripps Health, the region's largest provider of health care services, to enter the hospice business. Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the Debtor. SANTEON GROUP: Swings to $185,600 Net Income in 2012 ---------------------------------------------------- Santeon Group Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $185,815 on $4.27 million of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $475,333 on $2.24 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $1.30 million in total assets, $1.31 million in total liabilities and a $3,615 total stockholders' deficit. RBSM LLP, in New York, did not issue a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. As reported by the Troubled Company Reporter on Aug. 24, 2012, RBSM LLP expressed substantial doubt about Santeon's ability to continue as a going concern, following its audit of the Company's financial position and results of operations for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has suffered losses from operations and is experiencing difficulty in generating sufficient cash flows to meet its obligations and sustain its operations. A copy of the Form 10-K is available for free at: http://is.gd/HOOpht About Santeon Group Reston, Va.-based Santeon Group, Inc., is a diversified software products and services company specializing in the transformation and optimization of business through the deployment or the development of innovative products and services using Agile mindsets in the information systems/technology, healthcare, environmental/energy and media sectors. The Company's clients include state and local governments, federal agencies and private sector customers. SAWMILL GATEHOUSE: Court Dismisses Chapter 11 Case -------------------------------------------------- The U.S. Bankruptcy Court approved Sawmill Gatehouse LLC's motion to dismiss its chapter 11 case begun in August 2011. Notice of the motion was served to all parties-in-interest, and no objections were received. The Court, in a December 2012 ruling, said dismissal of the case is in the best interest of all parties- in-interest. Sawmill Gatehouse LLC filed a Chapter 11 petition (Bnkr. N.D. W.Va. Case No. 11-01449) on Aug. 11, 2011, in Elkins, West Virginia. Judge Patrick M. Flatley oversees the case. Steven L. Thomas, Esq. at Kay, Casto & Chaney, in Charleston, serves as counsel to the Debtor. The Debtor estimated up to $10 million in assets and up to $50,000 in liabilities. SCHOOL SPECIALTY: Bayside Argues in Favor of Make-Whole ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes that Bayside Financial LLC filed papers supporting its right to what the School Specialty Inc. creditors' committee characterizes as a $25 million penalty for early repayment of a $70 million secured loan. In a March 22 filing with the U.S. Bankruptcy Court in Delaware, Bayside argued that the payment is a permissible make-whole obligation representing the parties' good-faith estimate of the damages the lender would incur if the debt were repaid before scheduled maturity. According to the report, the bankruptcy judge will decide after an April 5 hearing whether the payment is properly owing. Junior creditors arranged replacement financing to pay off the debt to Bayside, thus allowing the lender to claim the make-whole premium. Bayside describes how it was the only willing lender School Specialty could find in January 2012 when it went shopping for loan. Even though Bayside admits the "economics were expensive," the loan was a "life raft" that allowed School Specialty to survive and reorganize in Chapter 11. The lenders say the creditors now aim to "retroactively shed the burdens associated with a heavily negotiated loan agreement long after the benefits were obtained in the form of a $70 million term loan." As part of the replacement financing, the junior lenders posted $25 million in an escrow account to cover Bayside if it were found entitled to the make-whole premium for early repayment of the debt. Bayside is agent for lenders on a term loan. The creditors, the report discloses, contend that the make-whole, representing 37% of the loan balance, would mean 50% return on the loan in only nine months when combined with closing fees and 12.5% interest. The creditors believe the payment would be "an unenforceable penalty under New York law." The company filed a proposed Chapter 11 plan last week where the business will be sold at auction on May 8 or lenders and unsecured creditors will share stock in the reorganized company. If the business is sold, proceeds will be distributed according to creditors' rankings. Otherwise, the plan calls for a sharing of ownership among lenders, noteholders, and unsecured creditors. About School Specialty Based in Greenville, Wisconsin, School Specialty is a supplier of educational products for kindergarten through 12th grade. Revenue in 2012 was $731.9 million through sales to 70% of the country's 130,000 schools. School Specialty and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to lenders led by Bayside Financial LLC, absent higher and better offers. Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez & Marsal North America LLC is the restructuring advisor and Perella Weinberg Partners LP is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. The petition estimated assets of $494.5 million and debt of $394.6 million. SCHUTJER BOGAR: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Schutjer Bogar, LLC 1426 North Third Street, Suite 200 Harrisburg, PA 17102 Bankruptcy Case No.: 13-01434 Chapter 11 Petition Date: March 20, 2013 Court: U.S. Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Judge: Robert N. Opel, II Debtor's Counsel: Lawrence G. Frank, Esq. THOMAS, LONG, NIESEN AND KENNARD 212 Locust Street, Suite 500 Harrisburg, PA 17101 Tel: (717) 234-7455 Fax: (717) 236-8278 E-mail: lawrencegfrank@gmail.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Chad Bogar and Brad Schutjer, members. SOUTHERN ONE: Court Okays Hiring of Hiersche Hayward as Counsel --------------------------------------------------------------- Southern One Twenty One Investments, Ltd., sought and obtained court permission to employ Hiersche, Hayward, Drakeley & Urbach, P.C. as its counsel. The firm is expected: (a) To take all necessary actions to protect and preserve the bankruptcy estate, including prosecution of actions on its behalf, defense of any actions commenced against it, and objecting to claims; (b) To prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of the estate; (c) To assist the Debtor with the preparation and filing of Schedules and the Statement of Financial Affairs; (d) To assist the Debtor with the preparation and filing of a Disclosure Statement; (e) To formulate, negotiate, and assist the Debtor in proposing a plan of reorganization, if justified; and (f) To perform all other necessary legal services in connection with the bankruptcy proceedings. The law firm will be paid on an hourly basis for actual and necessary services rendered in accordance with the firm's usual rates. To the best of the Debtor's knowledge, the firm does not hold or represent any interest adverse to the Debtor, or its estate, in the matters upon which it is to be engaged. About Southern One Southern One Twenty One Investments, Ltd., filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 12-43311) in Sherman, Texas, on Dec. 3, 2012. Nicole L. Hay, Esq., at Hiersche Hayward Drakeley & Urbach P.C., in Addison, Texas, serves as counsel to the Debtor. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), estimated assets and liabilities of at least $10 million. The Dallas-based company said in a filing that its principal asset comprises almost 81 acres near Highway 121 and Chelsea Boulevard in Allen, Texas. The property is close to a shopping mall. SOUTHGOBI RESOURCES: May Default on Debenture Amid IAAC Probe ------------------------------------------------------------- Subsequent to December 31, 2012, the Mongolian Independent Authority Against Corruption informed SouthGobi Resources Ltd.that orders, placing restrictions on certain of its Mongolian assets, had been imposed in connection with its continuing investigation. The orders placing restrictions on certain of the Company's Mongolia assets could ultimately result in an event of default of the Company's convertible debenture. This matter remains under review by the Company and its advisers but to date, it is the Company's view that this would not result in an event of default as defined under the convertible debenture terms. However, in the event that the orders result in an event of default of the Company's convertible debenture that remains uncured for ten business days, the principal amount owing and all accrued and unpaid interest will become immediately due and payable upon notice to the Company by CIC. The orders relate to certain items of operating equipment and infrastructure and the Company's Mongolian bank accounts. The orders related to the operating equipment and infrastructure restricts the sale of these items; however, the orders do not restrict the use of these items in the Company's mining activities. The orders related to the Company's Mongolian bank accounts restrict the use of in-country funds. While the orders restrict the use of in-country funds pending outcome of the investigation, they are not expected to have any material impact on the Company's activities. Governmental, Regulatory and Internal Investigations The Company is subject to continuing investigations by the IAAC and other governmental and regulatory authorities in the Republic of Mongolia regarding allegations against SouthGobi and some of its employees involving possible breaches of Mongolian laws, including anti-corruption and taxation laws. Certain of those allegations (including allegations of bribery, money laundering and tax evasion) have been the subject of public statements and Mongolian media reports, both prior to and in connection with the recent trial and conviction of the former Chairman and the former director of the Geology, Mining and Cadastral Department of the MRAM, and others. SouthGobi was not a party to that case. The Company understands that the court's decision is the subject of an appeal. A number of the media reports referred to above suggest that, in its decision, the court in the case referred to two matters specifically involving SouthGobi Sands LLC. In respect of the first matter, being an alleged failure to meet minimum expenditure requirements under the Mongolian Minerals Law in relation to four exploration licenses, the Company is investigating these allegations, but advises that three of the four licenses were considered to be non-material and allowed to lapse between November 2009 and December 2011. Activities historically carried out on the fourth (and the only currently- held) license include drilling, trenching and geological reconnaissance. The Company has no immovable assets located on this license and it does not contain any of SouthGobi's NI 43-101 reserves or resources. This license does not relate to the Company's Ovoot Tolgoi Mine and SouthGobi does not consider this license to be material to its business. The second matter referred to by the court was an alleged impropriety in the transfer of License 5261X by SouthGobi Sands LLC to a third party in March 2010 in violation of Mongolian anti- corruption laws. The Company understands, based on media reports, that the court has invalidated the transfer of this license, and so the license's current status is unclear. In addition, the IAAC has advised the Company that it is investigating other alleged improprieties by SouthGobi Sands LLC. Financial Results The Company announced its financial and operating results for the quarter and year ended December 31, 2012. The Company recorded a net loss of $103.0 million for the year ended December 31, 2012 compared to a net income of $57.7 million for the year ended December 31, 2011. The Company's gross profit/(loss) is composed of revenue (net of royalties and selling fees) and cost of sales and relates solely to the Mongolian Coal Division. In 2012, the Company's gross profit/(loss) was negatively impacted by $53.0 million of idled mine costs, resulting in a gross loss of $44.0 million. The Company recorded a gross profit excluding idled mine costs of $9.0 million in 2012 compared to a gross profit excluding idled mine costs of $51.7 million in 2011. Gross profit will vary by year depending on sales volumes, sales prices and unit costs. In 2012, SouthGobi recorded revenue of $53.1 million compared to $179.0 million in 2011. Cash Position and Liquidity As at December 31, 2012, the Company had cash of $19.7 million and short term money market investments of $15.0 million for a total of $34.7 million in cash and money market investments compared to cash of $123.6 million and long term money market investments of $45.0 million for a total of $168.6 million in cash and money market investments as at December 31, 2011. Working capital (excess current assets over current liabilities) was $127.2 million as at December 31, 2012 compared to $236.1 million as at December 31, 2011. The Company's total assets as at December 31, 2012 were $729.4 million compared with $920.3 million as at December 31, 2011. The Company's non-current liabilities as at December 31, 2012 were $103.8 million compared with $145.6 million as at December 31, 2011. Consistent with the Company's capital risk management strategy, the Company expects to have sufficient liquidity and capital resources to meet its ongoing obligations and future contractual commitments for at least twelve months from the end of the December 31, 2012 reporting period. The Company expects its liquidity to remain sufficient based on existing capital resources and income from mining operations. Liquidity beyond the twelve month period is dependent on the success of the recommencement of operations and ongoing demand and prices in the coal market. On March 22, 2013, the Company recommenced mining activities at the Ovoot Tolgoi Mine. The Company continues to minimize uncommitted capital expenditures and exploration expenditures in order to preserve the Company's financial resources. A copy of SouthGobi Resources Ltd.'s earnings release is available for free at http://is.gd/SBTIr4 About SouthGobi Resources SouthGobi Resources is listed on the Toronto and Hong Kong stock exchanges, in which Turquoise Hill Resources Ltd., also publicly listed in Toronto and New York, has a 58% shareholding. Turquoise Hill took management control of SouthGobi in September 2012 and made changes to the board and senior management. Rio Tinto has a majority shareholding in Turquoise Hill. SouthGobi Resources is focused on exploration and development of its metallurgical and thermal coal deposits in Mongolia's South Gobi Region. It has a 100% shareholding in SouthGobi Sands LLC, the Mongolian registered company that holds the mining and exploration licenses in Mongolia and operates the flagship Ovoot Tolgoi coal mine. Ovoot Tolgoi produces and sells coal to customers in China. SPRINGLEAF FINANCE: Incurs $220.6 Million Net Loss in 2012 ---------------------------------------------------------- Springleaf Finance Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $220.68 million on $1.68 billion of total interest income for the year ended Dec. 31, 2012, as compared with a net loss of $224.72 million on $1.85 billion of total interest income during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $14.65 billion in total assets, $13.39 million in total liabilities and $1.26 billion in total shareholders' equity. "We intend to support our liquidity position by managing originations (including our decision to cease real estate loan originations effective January 1, 2012) and purchases of finance receivables (including our decision to no longer purchase retail sales finance receivables after January 15, 2013) and maintaining disciplined underwriting standards and pricing on such finance receivables. We intend to support operations and repay indebtedness with one or more of the following activities, among others: finance receivable collections, cash on hand, additional debt financings (particularly new securitizations and possible new issuances and/or debt refinancing transactions), finance receivable portfolio sales, or a combination of the foregoing. There can be no assurance that we will be successful in undertaking any of these activities to support our operations and repay our obligations. "However, the actual outcome of one or more of our plans could be materially different than expected or one or more of our significant judgments or estimates about the potential effects of these risks and uncertainties could prove to be materially incorrect. In the event of such an occurrence, if third-party financing is not available, our liquidity could be substantially and materially affected, and as a result, substantial doubt could exist about our ability to continue as a going concern." A copy of the Form 10-K is available for free at: http://is.gd/vrdrI6 About Springleaf Finance Springleaf was incorporated in Indiana in 1927 as successor to a business started in 1920. From Aug. 29, 2001, until the completion of its sale in November 2010, Springleaf was an indirect wholly owned subsidiary of AIG. The consumer finance products of Springleaf and its subsidiaries include non-conforming real estate mortgages, consumer loans, retail sales finance and credit-related insurance. * * * The Troubled Company Reporter said on Feb. 8, 2012, that Standard & Poor's Ratings Services lowered its issuer credit rating on Springleaf Finance Corp. and its issue credit rating on the company's senior unsecured debt to 'CCC' from 'B'. Standard & Poor's also said it lowered its issue credit ratings on Springfield's senior secured debt to 'CCC+' from 'B+' and on the company's preferred debt to 'CC' from 'CCC-'. The outlook on Springleaf's issuer credit rating is negative. "Springleaf's announcement that it will shut down about 60 branches and stop lending in 14 states highlights the operating, funding, and liquidity challenges that the firm faces as it works to pay down the $2 billion of debt coming due in 2012 and to establish a stable long-term funding strategy. The downgrade also reflects the company's poor earnings, exposure to weak residential markets and uncertainty about its ability to refinance debt or securitize assets over the coming year. We believe that should its funding or securitization options become unavailable, the company will not have enough liquidity to survive 2012, and in that case a distressed debt exchange would be likely. The company has retained financial advisors to assess its options," S&P said. As reported by the TCR on Sept. 11, 2012, Fitch Ratings has withdrawn the 'CCC' IDR assigned to Springleaf Finance, Inc., as the entity no longer exists. In the June 5, 2012, edition of the TCR, Moody's Investors Service downgraded Springleaf Finance Corporation's senior unsecured and corporate family ratings to Caa1 from B3. The downgrade reflects Springleaf's funding constraints and uncertain liquidity outlook, increased operational stresses, and record of operating losses since early 2008. STOCKTON, CA: Creditors Dispute City's Insolvency at Trial ---------------------------------------------------------- Steven Church and Jared Goyette, writing for Bloomberg News, reported that Stockton, California, creditors asked a judge to end its bankruptcy case, saying at the start of a four-day trial that the city should cut excessive employee pay and pension benefits before seeking court protection. Creditors such as Assured Guaranty Corp. and Franklin Resources Inc. (BEN) must prove at the trial that began on March 25 in Sacramento that the city isn't truly insolvent and didn't engage in good faith negotiations, the Bloomberg report said. Guy Neal, a lawyer for bond insurer Assured Guaranty, said the city should be thrown out of bankruptcy and allowed back only after it trims "excess fat." "The city is not insolvent," Neal told U.S. Bankruptcy Judge Christopher M. Klein, according to Bloomberg. Stockton, Bloomberg noted, is among three municipalities that have said they will try to force creditors, including bondholders, to take less than the principal they are owed. Bondholders have complained for months about the city's plan to cut their debt while maintaining tens of millions of dollars in future pension payment to the California Public Employees' Retirement System, or Calpers. That issue isn't directly in front of Klein, though lawyers say it will eventually be the key battle in court when the city tries to adopt a plan to adjust its debt downward. About Stockton, Calif. The City of Stockton, California, filed a Chapter 9 petition (Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28, 2012, becoming the largest city to seek creditor protection in U.S. history. The city was forced to file for bankruptcy after talks with bondholders and labor unions failed. Stockton estimated more than $1 billion in assets and in excess of $500 million in liabilities. The city, with a population of about 300,000, identified the California Public Employees Retirement System as the largest unsecured creditor with a claim of $147.5 million for unfunded pension costs. In second place is Wells Fargo Bank NA as trustee for $124.3 million in pension obligation bonds. The list of largest creditors includes $119.2 million owing on four other series of bonds. The city is being represented by Marc A. Levinson, Esq., and John W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP. The petition was signed by Robert Deis, city manager. Mr. Levinson also represented the city of Vallejo, Calif. in its 2008 bankruptcy. Vallejo filed for protection under Chapter 9 (Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, estimating $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. In August 2011, Vallejo was given green light to exit the municipal reorganization. The Vallejo Chapter 9 plan restructures $50 million of publicly held debt secured by leases on public buildings. Although the Plan doesn't affect pensions, it adjusts the claims and benefits of current and former city employees. Bankruptcy Judge Michael McManus released Vallejo from bankruptcy on Nov. 1, 2011. SUMMIT III: Citizens Bank Withdraws Bid for Stay Relief ------------------------------------------------------- Citizens Bank of West Virginia withdrew a bid to foreclose on the property of Summit III LLC. The bank's motion had been pending for several months. In a notice filed January 2013, the bank said it was withdrawing a motion to modify the automatic stay and for abandonment of the Debtor's property. Before the notice of withdrawal was served, the Court noted that no action with respect to the bank's motion had been taken since April 16, 2012, prompting the Court to say it would dismiss the matter unless a party shows good cause for non-dismissal. About Summit III Summit III LLC, based in Snowshoe, West Virginia, filed for bankruptcy (Bankr. N.D. W.Va. Case No. 11-01448) on Aug. 11, 2011. Judge Patrick M. Flatley presides over the case. Steven L. Thomas, Esq., at Kay, Casto & Chaney, serves as the Debtor's bankruptcy counsel. The Debtor disclosed $12,655,700 in assets and $13,050,884 in liabilities as of the Chapter 11 case. The petition was signed by Samuel M. Levin, Summit III's manager. SWEPORTS LTD: Can Hire Weissberg & Associates as Counsel -------------------------------------------------------- Sweports, Ltd., sought and obtained court permission to employ Ariel Weissberg, Rakesh Khanna and John B. Wolf and the law firm of Weissberg and Associates, Ltd., to represent Sweports as debtor and debtor-in-possession, effective November 21, 2012. The firm is expected: a. To give Sweports legal advice and assistance with respect to its powers and duties as a debtor-in-possession in the continued operation of its business affairs and management of its shopping center, including all dealings with Sweports's tenants; b. To assist Sweports in the negotiation, formulation and drafting of a Plan of Reorganization and Disclosure Statement and to represent Sweports in the confirmation process; c. To examine claims asserted against Sweports; d. To take such action as may be necessary with reference to claims that may be asserted against Sweports, and to prepare, on behalf of Sweports, such applications, motions, complaints, orders, reports and other legal papers as may be necessary in connection with this proceeding and to perform all other legal services for Sweports which may be required; e. To assist and represent Sweports in all contested matters, including motions for the use of cash collateral, for the sale of property, to modify the automatic stay, for the approval of DIP financing and to appoint professionals; and f. To represent Sweports in its dealings with the Office of the United States Trustee and with creditors of the estate. Ariel Weissberg, Rakesh Khanna, John B. Wolf and the legal assistants of Weissberg and Associates, Ltd. are "disinterested" as defined in 11 U.S.C. Section 101. Ariel Weissberg, Rakesh Khanna and John B. Wolf and the law firm of Weissberg and Associates, Ltd., have received payment from May 22, 2012 through November 19, 2012 in the amount of $86,817.83 from UMF Corporation, and have agreed with the principals of Sweports that the attorneys will be paid at the hourly rate of $425. An involuntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-14254) was filed against Sweports, Ltd., based in Skokie, Illinois, on April 9, 2012. Sweports, Ltd., is represented by Ariel Weissberg at Weissberg & Associates, Ltd. The creditors who signed the involuntary petition are Michael J. O'Rourke, Michael C. Moody and John A. Dore, judgment creditors who assert they are each owed $345,000. Neal L. Wolf, Esq., at Neal Wolf & Associates, LLC, represents the petitioning creditors. On November 21, 2012, the Court entered an Order for Relief in the case. Since then, Sweports has been managing its assets as a debtor-in-possession. Judge A. Benjamin Goldgar is presiding over the case. SWEPORTS LTD: Creditors' Committee Taps Neal Wolf as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors appointed in Sweports, Ltd.'s chapter 11 case, seeks court permission to retain Neal Wolf & Associates, LLC, as counsel for the Committee effective as of December 12, 2012. On Dec. 12, 2012, the Office of the United States Trustee for the Northern District of Illinois appointed these creditors to serve on the Committee: Lee N. Abrams, John A. Dore, Michael C. Moody, Michael O'Rourke and Perkaus & Farley, LLC. Mr. Moody is the Chairperson. The Committee has asked NW&A to provide these professional services: (a) consulting with the Debtor's professionals or other representatives concerning the administration of the case; (b) preparing and reviewing pleadings, motions and correspondence; (c) appearing at hearings and participating in other proceedings in the Case; (d) providing legal counsel to the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor, the operation of the Debtor's business, possible causes of action against the Debtor's principals, the prepetition indebtedness of the Debtor and any other matters relevant to the case; (e) advising the Committee with respect to its rights, duties and powers, including its communications with the general unsecured creditor body in connection with the case; (f) assisting the Committee in analyzing the claims of secured (if any) and unsecured creditors; (g) assisting the Committee in its analysis of any proposed plan of reorganization, negotiating with the Debtor or any third party regarding any such plan or other conclusion to the case and formulating its own plan to the extent necessary; and (h) performing other legal services as are required in the case and deemed to be in the interest of the Committee and the general unsecured creditor body. The Committee anticipates that these NW&A attorneys and legal assistants will assist the Committee in the case: Neal L. Wolf Manager and Sole Member $625 Dean C. Gramlich Counsel $550 Michael R. Wanser Associate $325 Jacob R. Lenzke Associate $250 Dominic J. Dutra Associate $225 Sandy Holstrom Paralegal $175 NW&A's most substantial connection with the parties in the case is its prior representation of Mr. Moody, who is one of the Petitioning Creditors and a plaintiff in a state court action brought by the Petitioning Creditors and Dr. Chenelle against Sweports, Ltd., John A. Dore, et al. v. Sweports, Ltd., et al., Consolidated Case Nos. 07 L 012136 / 07 L 013237, Circuit Court of Cook County, Illinois. In the State Court Case, NW&A acted as counsel for Mr. Moody in a two-week valuation trial held in October of 2011 that resulted in the entry of a Final Judgment Order by the Honorable Allen S. Goldberg on March 16, 2012 in favor of Mr. Moody and the other plaintiffs. The State Court Case and other litigation concerning the Debtors and Mr. Moody continue to be pending in state court, but NW&A is not currently representing Mr. Moody in that litigation. NW&A also represented the Petitioning Creditors in the filing of the involuntary petition against the Debtor and the subsequent litigation. NW&A has not received any payment from the Petitioning Creditors in connection with services NW&A has rendered in connection with the involuntary petition and has no agreement with the Petitioning Creditors regarding these services. The Petitioning Creditors have reimbursed NW&A for out-of-pocket expenses incurred by NW&A in connection with the involuntary petition and related litigation. NW&A reserves the right to seek compensation for services it rendered during the ?gap? period in the case -- April 9, 2012 through and including November 21, 2012 -- at a later time pursuant to Sections 503 (b)(3)(A) and (b)(4) of the Bankruptcy Code. NW&A will conduct a continuing inquiry to ascertain whether any potential or actual conflicts arise which affect its representation of the Committee or there exists any other situation that would affect its status as a ?disinterested person.? An involuntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-14254) was filed against Sweports, Ltd., based in Skokie, Illinois, on April 9, 2012. Sweports, Ltd., is represented by Ariel Weissberg at Weissberg & Associates, Ltd. The creditors who signed the involuntary petition are Michael J. O'Rourke, Michael C. Moody and John A. Dore, judgment creditors who assert they are each owed $345,000. Neal L. Wolf, Esq., at Neal Wolf & Associates, LLC, represents the petitioning creditors. On November 21, 2012, the Court entered an Order for Relief in the case. Since then, Sweports has been managing its assets as a debtor-in-possession. Judge A. Benjamin Goldgar is presiding over the case. TCI COURTYARD: Must Confirm Plan by April 19 -------------------------------------------- The Bankruptcy Court in February entered an order denying the motion filed by Wells Fargo Bank, f/k/a Wells Fargo Bank Minnesota, N.A., seeking dismissal of the chapter 11 case of TCI Courtyard, Inc., dba Quail Hollow Apartments. Wells Fargo is Trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates Series 2001-C1, by and through CWCapital Asset Management LLC, acting solely in its capacity as Special Servicer. The motion to dismiss is denied, without prejudice, provided that: (1) The Receiver will remain in place and in exclusive control over the Quail Hollow at The Lakes Apartments located at 7000 Quail Lakes Drive, Holland, Ohio, and all income and funds associated with and derived from the Property; (2) The Debtor, through the receiver, will continue to make the monthly payments of $55,417 to Wells Fargo during the pendency of this case; and (3) The Debtor will confirm a Plan of Reorganization on or before April 19, 2013, unless such date is extended by Order of the Court or the agreement of the Debtor and Wells Fargo. If the Debtor fails to confirm a plan of reorganization on or before the deadline, that the Debtor's bankruptcy case will be dismissed, with prejudice to re-filing for 180 days, without any further notice or opportunity for hearing; it is further ordered that the Debtor's request for turnover of the Property is denied. About TCI Courtyard Dallas, Texas-based TCI Courtyard, Inc., dba Quail Hollow Apartments, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 12-37284) on Nov. 15, 2012. Judge Stacey G. Jernigan presides over the case. Eric A. Liepins, Esq., serves as the Debtor's counsel. In its petition, the Debtor scheduled $13,790,254 in assets and $15,964,116 in liabilities. The petition was signed by Steven Shelley, vice president. According to the Troubled Company Reporter's records, TCI Courtyard previously filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 11-34977) on Aug. 1, 2011. The Liepins firm also served as counsel in the previous case. The Debtor estimated assets of up to $10 million and debts of up to $50 million in the 2011 petition. TECHNOLOGY PROPERTIES: Case Summary & Creditors List ---------------------------------------------------- Debtor: Technology Properties Limited, LLC fka Technology Properties Limited Inc., a California corporation Technology Properties Limited, a California corporation 20883 Stevens Creek Boulevard, Suite 100 Cupertino, CA 95014 Bankruptcy Case No.: 13-51589 Chapter 11 Petition Date: March 20, 2013 Court: U.S. Bankruptcy Court Northern District of California (San Jose) Judge: Stephen L. Johnson Debtor's Counsel: David B. Rao, Esq. LAW OFFICES OF BINDER AND MALTER 2775 Park Avenue Santa Clara, CA 95050 Tel: (408) 295-1700 E-mail: David@bindermalter.com - and ? Heinz Binder, Esq. LAW OFFICES OF BINDER AND MALTER 2775 Park Avenue Santa Clara, CA 95050 Tel: (408) 295-1700 E-mail: heinz@bindermalter.com - and ? Robert G. Harris, Esq. LAW OFFICES OF BINDER AND MALTER 2775 Park Avenue Santa Clara, CA 95050 Tel: (408) 295-1700 E-mail: rob@bindermalter.com - and ? Roya Shakoori, Esq. LAW OFFICES OF BINDER AND MALTER 2775 Park Avenue Santa Clara, CA 95050 Tel: (408) 295-1700 E-mail: roya@bindermalter.com - and ? Wendy W. Smith, Esq. LAW OFFICES OF BINDER AND MALTER 2775 Park Avenue Santa Clara, CA 95050 Tel: (408) 295-1700 E-mail: Wendy@bindermalter.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $50,000,001 to $100,000,000 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/canb13-51589.pdf The petition was signed by Daniel E. Leckrone, manager. THERMOENERGY CORP: Incurs $1.4 Million Net Loss in 4th Quarter -------------------------------------------------------------- ThermoEnergy Corporation reported a net loss of $1.43 million on $1.35 million of revenue for the three months ended Dec. 31, 2012, as compared with a net loss of $1.99 million on $2 million of revenue for the same period during the prior year. For the year ended Dec. 31, 2012, the Company incurred a net loss of $7.38 million on $6.97 million of revenue, as compared with a net loss of $17.38 million on $5.58 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $9.03 million in total assets, $19.64 million in total liabilities and a $10.61 million total stockholders' deficiency. The Company had cash on hand at Dec. 31, 2012, of $4.7 million. Mr. James F. Wood, chairman and chief executive officer of ThermoEnergy stated, "Since joining the company in January 2013 I have been working with the management team and board of directors in refocusing the company on its core competency - the manufacture and sale of systems that economically treat, recover for reuse, and capture the value in industrial wastewater." "With more than 20 years of operation in the field at a variety of industrial sites, ThermoEnergy's CAST(R) technology platform is a proven, cost-effective solution to treat and recover a wide range of challenging wastewater streams," said Wood. "While we continue to build our sales pipeline in traditional industrial markets, we recognize the significant potential for our technology in the energy sector where growing shale oil and gas production, power generation, and biofuel production create tremendous demands on water resources. We are now focusing on these markets and have already made significant inroads with our TurboFrac, FracGen, and ARP wastewater recovery systems." A copy of the press release is available for free at: http://is.gd/TcG4UQ About ThermoEnergy Corporation Little Rock, Ark.-based ThermoEnergy Corporation is a clean technologies company engaged in the worldwide development of advanced municipal and industrial wastewater treatment systems and carbon reducing clean energy technologies. After auditing the 2011 results, Grant Thornton LLP, in Boston, Massachusetts, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss for the year ended Dec. 31, 2011, and, as of that date, the Company's current liabilities exceeded its current assets by $3,387,000 and its total liabilities exceeded its total assets by $4,603,000. TRAINOR GLASS: Court Extends Exclusive Plan Filing Until May 10 --------------------------------------------------------------- The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois has granted Trainor Glass Company's request to extend the exclusive periods to file a plan of reorganization until May 10, 2012, and to solicit acceptance of that plan until July 12, 2013. To date, the Debtor has been liquidating its assets with the authorization of the Court. Substantially all of the Debtor's physical assets have now been liquidated. The Debtor has been continuing to work closely with the Committee of Unsecured Creditors and First Midwest Bank to discuss the structure of a plan. The Debtor, the Committee and First Midwest Bank have recently negotiated and entered into a stipulation of global settlement of controversies which sets forth a framework for a plan. The Committee and First Midwest Bank supported the extension of the Exclusive Periods. A status hearing regarding the filing of a plan is set for May 15, 2013, at 10:30 a.m. About Trainor Glass Trainor Glass Company, doing business as Trainor Modular Walls, Trainor Solar, and Trainor Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012. Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a residential glass business in Chicago, Illinois. Trainor's business model was focused on quality fabrication, design, engineering, and installation of glass products and framing systems in virtually every architectural application, including (a) new construction, (b) green-building solutions, (c) building rehabilitation, (d) storefronts and entrances, (e) tenant interiors, and (f) custom-specialty work. The Hon. Carol A. Doyle oversees the Chapter 11 case. David A. Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel. High Ridge Partners, Inc., serves as its financial consultant. The Debtor has tapped Cole, Martin & Co., Ltd., to render certain auditing services related to the Debtor's 401(k) and profit sharing plan. The Debtor scheduled $14,276,745 in assets and $64,840,672 in liabilities. A three-member official committee of unsecured creditors has been appointed in the case. The committee retained Sugar Felsenthal Grais & Hammer LLP as counsel. TRAVELPORT LTD: Unveils Early Results of Consent Solicitations -------------------------------------------------------------- Travelport Limited, Travelport LLC, an indirect subsidiary of the Company, and the Company's parent companies on March 25 disclosed that they have met the minimum conditions with respect to the exchange offers and consent solicitations for the 2016 Senior Notes and the Second Lien Notes, the consent solicitation with respect to the Senior Subordinated Notes and the exchange and cancellation offers with respect to the Travelport Holdings Limited Tranche A and Tranche B PIK Loans. The Company and the Issuer also announced that as of the scheduled early tender time, they have received 88.7% of the 2014 Senior Notes, considering the three series of 2014 Senior Notes in the aggregate. Given the minimum condition of 95% participation with respect to 2014 Senior Notes, the Company and the Issuer also announced today that they are extending the early tender time for the exchange offers and consent solicitations for the 2014 Senior Notes, which were previously scheduled to expire at 5:00 p.m., New York City time, on March 22, 2013, to 5:00 p.m., New York City time, on March 27, 2013, including an extension of the right of any eligible holders tendering their 2014 Senior Notes at or prior to the early tender time to subscribe for new loans as set forth in offering memorandum for the exchange offers and consent solicitations for the 2014 Senior Notes dated March 11, 2013. The Company and the Issuer have also elected to extend the expiration time for the consent solicitation with respect to the Senior Subordinated Notes, which was previously scheduled to expire at 5:00 p.m., New York City time, on March 22, 2013, to 5:00 p.m., New York City time, on March 27, 2013 for any remaining holder of Senior Subordinated Notes who wishes to deliver consents and receive the consent payment. The early tender time with respect to the 2016 Senior Notes and the Second Lien Notes was not extended and occurred at 5:00 p.m., New York City time, on March 22, 2013 and the expiration time with respect to the waiver, exchange and cancellation offers for the Tranche A and Tranche B PIK Loans was not extended and occurred at 12:00 p.m., New York City time, on March 22, 2013. The expiration time for the exchange offers and consent solicitations for the Senior Notes and the Second Lien Notes, which was scheduled for 11:59 p.m., New York City time, on April 5, 2013, will now be 11:59 p.m. New York City time, on April 10, 2013, unless further extended. Withdrawal and revocation rights expired at 5:00 p.m., New York City time, on March 22, 2013 with respect to the exchange offers and consent solicitations for the Senior Notes (including the related loan invitation to subscribe for new loans) and the Second Lien Notes and revocation rights expired at 5:00 p.m., New York City time, on March 22, 2013 with respect to the consent solicitations for the Senior Subordinated Notes. The Company, the Issuer and the Company's parent companies today announced that, as of 5:00 p.m., New York City time, on March 22, 2013, the following consents and principal amount of notes or loans, as applicable, have been provided or tendered and not validly revoked or withdrawn in connection with the previously announced comprehensive capital refinancing plan (the "Restructuring Plan"): Title of Security/Loan Issuer(1) Principal Amount Outstanding(2) 2014 Senior Notes Total(3) LLC/HI $753,762,000 2016 Senior Notes LLC/INC $250,000,000 Second Lien Notes LLC $225,137,119 Senior Subordinated Notes(3) LLC $433,207,250 Tranche A and Tranche B PIK Loans H $498,269,271.28 Principal Percentage of Amount Amount Outstanding Tendered/Consented Tendered/Consented $668,294,228 88.7% $249,880,000 99.9% $225,136,982 99.9% $412,973,570 95.3% $498,269,271.28 100% (1) The issuer designated as "LLC" is Travelport LLC, as "HI" is Travelport Holdings, Inc., as "INC" is Travelport Inc. and as "H" is Travelport Holdings Limited. (2) As of March 11, 2013. (3) The Senior Euro Floating Rate Notes and the 10 7/8% Senior Euro Subordinated Notes due 2016 were converted into U.S. Dollars based on the 30 business day average of the U.S. Dollar for Euro exchange rate reported by the European Central Bank prior to March 8, 2013 at 3:00 P.M. Central European Time, which was 1.331. Holders of the Issuer's outstanding 9 7/8% Senior Dollar Fixed Rate Notes due 2014, Senior Dollar Floating Rate Notes due 2014 and Senior Euro Floating Rate Notes due 2014 and outstanding 9% Senior Notes due 2016 who validly tendered and did not properly withdraw Senior Notes in the exchange offers for Senior Notes have consented to, among other things, (i) a waiver and release of claims asserted or that could be asserted by the holders of Senior Notes in connection with the restructuring that occurred in 2011, including those with respect to certain ongoing litigation between the Company and Computershare Trust Company, N.A., as indenture trustee for the Senior Notes, (ii) instruct the trustee to execute any documents or take any action necessary to effect such release, (iii) amend the respective indentures governing the applicable Senior Notes in certain respects and (iv) approve consummation of the transactions contemplated by the Restructuring Plan. The Issuer has entered into supplemental indentures with the trustee to effect the amendments described in the offering memorandum for the exchange offers and consent solicitations for the Senior Notes. Such supplemental indentures will become operative upon the Issuer's acceptance for payment of Senior Notes and upon the Issuer's payment of the exchange offer consideration on the terms set forth in the offering memorandum for the exchange offers and consent solicitations for the Senior Notes. Holders of the Issuer's outstanding 11 7/8% Senior Dollar Subordinated Notes due 2016 and 10 7/8% Senior Euro Subordinated Notes due 2016 who validly submitted and did not properly revoke consents in the consent solicitation for the Senior Subordinated Notes have consented to, among other things, (i) a waiver and release of claims asserted or that could be asserted by the holders of Senior Subordinated Notes in connection with the restructuring that occurred in 2011, including those with respect to certain ongoing litigation between the Company and Computershare Trust Company, N.A., as indenture trustee for the Senior Subordinated Notes, (ii) instruct the trustee to execute any documents or take any action necessary to effect such release, (iii) amend the indenture governing the Senior Subordinated Notes in certain respects and (iv) approve the consummation of the transactions contemplated by the Restructuring Plan. The Issuer has entered into a supplemental indenture with the trustee to effect the amendments described in the consent solicitation statement for the Senior Subordinated Notes. Such supplemental indenture will become operative upon the Issuer's payment of the consent fee as set forth in the consent solicitation statement for the Senior Subordinated Notes. Holders of the Issuer's outstanding Series B Second Priority Senior Secured Notes due 2016 who validly tendered and did not properly withdraw Second Lien Notes in the exchange offer for Second Lien Notes have consented to certain proposed amendments to the indenture governing the Second Lien Notes and to approve the consummation of the transactions contemplated by the Restructuring Plan. The Issuer has entered into a supplemental indenture with the trustee to effect such amendments. Such supplemental indenture will become operative upon the Issuer's acceptance for payment of Second Lien Notes and upon the Issuer's payment of the exchange offer consideration on the terms set forth in the offering memorandum for the exchange offers and consent solicitations for the Second Lien Notes. Each of the lenders of Travelport Holdings Limited's Tranche A unsecured payment-in-kind ("PIK") loans due December 1, 2016 under the Amended and Restated Credit Agreement, dated as of October 3, 2011, has consented to certain of the transactions contemplated by the Restructuring Plan and to exchange Tranche A PIK Loans for up to $25 million aggregate principal amount of Series A Second Priority Senior Secured Notes due 2016, which will be automatically exchanged for a separate series of newly issued 11 7/8% senior subordinated notes due 2016 of the Issuer and equity of Travelport Worldwide Limited. Each of the lenders of Tranche B PIK loans due December 1, 2016 under the PIK Credit Agreement has agreed to exchange its Tranche B PIK Loans for equity of Worldwide. Eligible holders of U.S. Dollar-denominated Senior Notes, Second Lien Notes and Senior Subordinated Notes who wish to request copies of the applicable offering memorandum or consent solicitation statement should contact i-Deal LLC, the U.S. Information and Exchange Agent, at (888) 593-9546 (toll free) or via email at exchangeoffer@ipreo.com. Eligible holders of Euro- denominated Senior Notes and Senior Subordinated Notes who wish to request copies of the applicable offering memorandum or consent solicitation statement should contact Lucid Issuer Services Limited, the European Information and Exchange Agent, via email at tpl@lucid-is.com All eligible holders who have not done so are strongly encouraged to contact the applicable Information and Exchange Agent to obtain such offering material. Important Information About The Restructuring Plan The new securities issued pursuant to the Restructuring Plan will not be registered under the Securities Act of 1933, as amended, or any state securities laws. Therefore, the new securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The offers and sales of securities pursuant to the Restructuring Plan are being made only (i) in the United States, to holders who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act; and (ii) outside the United States, to certain non-U.S. persons in offshore transactions in reliance on regulations under the Securities Act. Only holders of U.S. Dollar-denominated Senior Notes who have completed and returned an eligibility certification, electronically or otherwise, are authorized to receive and review the offering memorandum related to the applicable exchange offer and to participate in the applicable exchange offer. Holders of Euro-denominated Senior Notes must comply with the procedures established by Euroclear or Clearstream, as applicable. About Travelport Limited Travelport Limited, headquartered in Atlanta, Ga., is a provider of critical transaction processing solutions and data to companies operating in the global travel industry. With a presence in over 170 countries, approximately 3,500 employees and 2012 net revenue of more than $2 billion, Travelport is comprised of the global distribution system (GDS) business, which includes the Galileo and Worldspan brands, its Airline IT Solutions business and a majority joint venture in eNett. At Sept. 30, 2012, the Company had total current assets of US$617.0 million and total current liabilities of US$728.0 million. Travelport Limited's working capital deficit was US$111 million as of Sept. 30, 2012. TWIN DEVELOPMENT: Section 341(a) Meeting Scheduled for April 16 --------------------------------------------------------------- A meeting of creditors in the bankruptcy case of Twin Development, LLC, will be held on April 16, 2013, at 4:00 p.m. at 402 W. Broadway, Emerald Plaza Building, Suite 660 (B), Hearing Room B, San Diego, CA 92101. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Twin Development, LLC, filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 13-02719) on March 19, 2013. The petition was signed by Wallace Benwart as manager. The Debtor scheduled assets of $55,800,000 and scheduled liabilities $38,027,600. James Andrew Hinds, Jr., Esq., at Law Offices of James Andrew Hinds, Jr., serves as the Debtor's counsel. U.S. SHIPPING: Moody's Assigns 'B3' Rating to US$220MM Term Loan ---------------------------------------------------------------- Moody's Investors Service assigned new ratings to U.S. Shipping Corp: Corporate Family Rating of Caa1; Probability of Default Rating (PDR) of Caa1-PD; and first lien senior secured rating of B3 to the $220 million term loan B due in 2018 that the company plans to arrange as part of a refinancing of its capital structure. The outlook is stable. Moody's had previously rated the predecessor company of USSC (U.S. Shipping Partners, L.P.) until that company filed for bankruptcy in April 2009. USSC has announced its intent to refinance its existing first lien and second lien notes ("Emergence Debt") that it issued upon its emergence from bankruptcy in November 2009. These obligations mature in August 2013 and can only be settled via a refinancing. The company has arranged a $50 million second lien term loan (unrated) to help fund the repayment of the approximately $260 million of Emergence Debt that remains outstanding. Assignments: Issuer: U.S. Shipping Corp Corporate Family Rating, Assigned Caa1 Probability of Default Rating, Assigned Caa1-PD Senior Secured Bank Credit Facility, Assigned B3 (LGD3, 40%) Ratings Rationale: The Caa1 CFR reflects USSC's small size and the significant amount of funded debt that survived its 2009 emergence from bankruptcy. This considerable post-emergence debt burden has led to sustained weak credit metrics. Moreover, the proposed refinancing will modestly increase debt, sustaining funded debt and leverage at high levels for a company of its size. Notwithstanding the maintenance of a highly leveraged capital structure, the refinancing will strengthen USSC's liquidity profile by replacing Emergence Debt scheduled to mature in August 2013 with term debt that matures in 2018 or beyond. Although the majority of USSC's fleet is under contract, four of the company's vessels trade on contracts of affreightment, whose revenues are based on freight volume rather than daily rates as found in time charters. Additionally, the majority of the contracts expire within the next 24 months. However, benefits accruing from Jones Act shipping and from adequate liquidity should help mitigate downward pressure on the ratings. Moody's expects that favorable demand and pricing fundamentals should hold, thereby allowing the company to renew contracts close to, if not above, the current contract rates. Free cash flow generation is anticipated to fluctuate because of the more frequent and more costly dry-dockings of the company's three vessels that are 27 years of age or older. The ratings also consider the covenant light nature of the new credit agreements. There will be no financial maintenance covenants, nor incurrence tests for any restricted payments, which could lead to more liberal financial policies. The stable outlook reflects Moody's belief that the majority of USSC's fleet is likely to remain on contract with freight rates that allow the company to achieve up to about $20 million of annual free cash flow in years when drydockings of the company's older vessels do not occur. Free cash flow should be modestly above breakeven in years when the older vessels are drydocked. A positive rating action could occur if USSC was to strengthen its credit metrics profile, such as sustaining Funds from Operations + Interest to Interest above 3.0 times, and Debt/EBITDA below 5.5 times. The chartering strategy locks in the majority of the company's revenue for upcoming years, leaving limited opportunity to trade its way to a stronger credit metrics profile with its current fleet. A negative rating action could occur if the company does not maintain strong daily utilization of the fleet such that it sustains negative free cash flow. Debt-funded fleet growth could also pressure the rating as could a weakening of credit metrics, such that Debt to EBITDA was greater than 8.0 times or Funds from Operations + Interest to Interest approached 1.0 time. The principal methodology used in this rating was the Global Shipping Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. U.S. Shipping Corp, headquartered in Edison, NJ, owns a fleet of seven U.S. Jones Act chemical or petroleum tankers. UNITY SHIPPING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Unity Shipping Lines, Inc. 2860 West State Road 84, Suite 118 Fort Lauderdale, FL 33312 Bankruptcy Case No.: 13-16222 Chapter 11 Petition Date: March 20, 2013 Court: U.S. Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Paul G. Hyman, Jr. Debtors' Counsel: Bradley S. Shraiberg, Esq. SHRAIBERG, FERRARA, & LANDAU, P.A. 2385 NW Executive Center Drive, #300 Boca Raton, FL 33431 Tel: (561) 443-0801 Fax: (561) 998-0047 E-mail: bshraiberg@sfl-pa.com Scheduled Assets: $0 Scheduled Liabilities: $7,665,806 Affiliates that simultaneously filed for Chapter 11: Debtor Case No. ------ -------- Yacht Path International, Inc. 13-16222 Assets: $0 Debts: $7,539,727 Yacht Path Palm Beach, Inc. 13-16261 Assets: $0 Debts: $5,133,357 Unity Marine, Inc. 13-16265 Assets: $0 Debts: $6,334,257 The petitions were signed by Dennis Cummings, president. A. A copy of The Unity Shipping's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flsb13-16222.pdf B. A copy of Yacht Path International's list of its 20 largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/flsb13-16247.pdf C. A copy of Yacht Path Palm Beach's list of its 20 largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/flsb13-16261.pdf D. A copy of Unity Marine's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flsb13-16265.pdf UNIVERSAL HEALTH: Barred from Using BankUnited Cash Collateral -------------------------------------------------------------- The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle District of Florida has, at the behest of BankUnited, N.A., entered an order prohibiting Universal Health Group, Inc., from using BankUnited's cash collateral. The Debtor announced through counsel at the hearing that it has no present intention to use funds that constitute cash collateral of BankUnited. As reported by the Troubled Company Reporter on Feb. 14, 2013, BankUnited sought to bar the use of cash collateral, saying that although the Debtor didn't request access to cash collateral, the bank seeks to protect its interests and ensure that the secured parties' cash collateral are not used to pay expenses or fees in connection with the Chapter 11 case. BankUnited, the administrative agent for lenders owed $36.5 million, explained that the Debtor's assets and the bank's collateral are the equity interests in insurance company Universal Health Care Insurance Co., Inc. -- UHCIC -- and health maintenance organizations Universal Health Care, Inc. -- UHC -- Universal HMO of Texas, Inc., and Universal Health Care of Nevada. The Debtor and BankUnited have agreed that cash collateral use be prohibited. BankUnited said it has been advised that the Debtor anticipates receiving a consolidated income tax refund of $5,000,000 in the near future. BankUnited asked the Court to prohibit the Debtor from distributing the tax refund, or any portion thereof. The Court ordered that tax refund in the amount of $5,862,073.71, at the time of the hearing due from the U.S. Department of the Treasury on behalf of the Internal Revenue Service and subsequently received by the Debtor, remain on deposit in the Debtor's debtor-in-possession account maintained at BankUnited as Account No. 9852729200. About Universal Health Care Universal Health Care Group, Inc., owns an insurance company and three health-maintenance organizations that provide managed care services for government sponsored health care programs, focusing on Medicare and Medicaid. Universal Health was founded in 2002 by Dr. A.K. Desai and grew its operations of offering Medicare plans to more than 37,000 members to over 20 states. Universal Health filed a Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida regulators moved to put two of the company's subsidiaries in receivership. Universal Health Care estimated assets of up to $100 million and debt of less than $50 million in court filings in Tampa, Florida. Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in Tampa, serves as counsel to the Debtor. VERTAFORE INC: S&P Affirms 'B+' Rating After Facility Amendments ---------------------------------------------------------------- Standard & Poor's Ratings Services said that Vertafore Inc.'s plan to seek an amendment to its first-lien senior secured credit agreement does not affect the 'B+' issue-level and '2' recovery ratings on the first-lien senior secured debt. Vertafore plans to, among other things, reduce the pricing on its first-lien revolver and term loan B, adjust the springing financial maintenance covenant schedule, and extend the maturity of the revolver and term loan B. S&P's 'B' corporate credit rating and stable outlook on Vertafore are unchanged. The company seeks to lower the applicable margin on the revolver and term loan to LIBOR plus 3.25% to 3.5%, and to adjust the LIBOR floor to 1%. While S&P views the reduced interest expense as a positive, the expected incremental cash flow benefit is modest and does not materially affect financial measures. The company also wants to amend its springing first-lien senior secured net leverage ratio to increase prospective covenant headroom by resetting the ratios and step-down schedule. S&P views this as a minor degradation of credit terms that has no immediate impact on any ratings. Finally, the company wants to extend the revolver maturity 2.7 years to April 2018 from July 2015, and the term loan B maturity 3.2 years to October 2019 from July 2016. However, if there is more than $20 million outstanding under the company's $260 million second-lien term loan due October 2017, and this amount is not refinanced to extend its maturity to at least 91 days after the first-lien term loan B maturity, then the revolver and term loan B maturities will accelerate to July 30, 2017. S&P views the maturity extension as credit neutral to slightly positive as refinancing risk is marginally less. S&P's ratings on Vertafore reflect its "highly leveraged" financial profile and "weak" business risk profile. S&P's business risk assessment is underpinned by the company's narrow addressable market and limited revenue bases. S&P's financial risk assessment incorporates the company's leverage of about 7x and modest free operating cash flow. The company's defensible niche market position, good operating margins, and high recurring revenue base partially offset these factors. RATINGS LIST Vertafore Inc. Corporate Credit Rating B/Stable/-- Senior Secured $75 mil. term loan B-2 due 2019* B+ Recovery Rating 2 $550 mil. term loan B due 2019* B+ Recovery Rating 2 $75 mil. revolver due 2018* B+ Recovery Rating 2 *Includes maturity extension. VIGGLE INC: Copy of Final Version of Exchange Pact with Sillerman ----------------------------------------------------------------- Viggle Inc. has amended its current report on Form 8-K dated as of March 14, 2013, to replace Exhibit 10.4 (the Exchange Agreement). An earlier draft of that agreement was included with the Form 8-K filed on March 14, 2013. Sillerman Investment Company LLC and the Company previously entered into a Line of Credit Grid Promissory Note, dated as of June 29, 2012, as amended, pursuant to which the Company currently owes the Investor $20,781,746. The Company and the Investor wish to exchange, upon the terms and conditions stated in this Agreement, (i) the aggregate original principal amount of the Original Note for a Note in the original principal amount of $20,781,746, which New Note will be convertible into shares of Common Stock on the terms set forth in that New Note. In addition, in order to induce the Investor to convert the Original Note, the Company will issue to the Investor 40,000 shares of Common Stock for each $100,000 in principal amount exchanged under the Original Note, for a total of 8,312,699 shares of Common Stock. The final version of the Exchange Agreement is available for free at http://is.gd/cYxCaW About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. The Company's balance sheet at Sept. 30, 2012, showed $17.3 million in total assets, $22.2 million in total liabilities, and a stockholders' deficit of $4.9 million. As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York City, expressed substantial doubt about Viggle's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2012, has deficiencies in working capital and equity. VUZIX CORP: Swings to $323,000 Net Income in 2012 ------------------------------------------------- Vuzix Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $322,840 on $3.22 million of total sales for the year ended Dec. 31, 2012, as compared with a net loss of $3.87 million on $4.82 million of total sales during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $2.42 million in total assets, $8.63 million in total liabilities, and a $6.20 million total stockholders' deficit. EFP Rotenberg, LLP, in Rochester, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred substantial losses from operations in recent years. In addition, the Company is dependent on its various debt and compensation agreements to fund its working capital needs. The Company was not in compliance with its financial covenants under a senior secured debt holder and had other debts past due in some cases. These conditions raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "We have engaged an investment banking firm to assist us with respect to a planned public stock offering of up to $15,000,000. Our future viability is dependent on our ability to execute these plans successfully. If we fail to do so for any reason, we would not have adequate liquidity to fund our operations, would not be able to continue as a going concern and could be forced to seek relief through a filing under U.S. Bankruptcy Code." A copy of the Form 10-K is available for free at: http://is.gd/cK0zEE About Vuzix Corp. Rochester, New York-based Vuzix Corporation (TSX-V: VZX) OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video Eyewear products in the defense, consumer and media & entertainment markets. W.R. GRACE: Sues Teledyne Over Chemical-Process Patent ------------------------------------------------------ David McAfee of BankruptcyLaw360 reported that bankrupt chemical conglomerate W.R. Grace & Co. subsidiary Alltech Associates Inc. has hit Teledyne Technologies Inc. with a patent lawsuit in Delaware federal court, saying the defense contractor infringed four U.S. patents relating to a chemical-purification process widely used in the pharmaceutical industry, W.R. Grace announced Monday. The lawsuit, filed March 15, raises allegations that Teledyne infringed patents that cover Alltech's Reveleris brand X2 flash chromatography system -- which was introduced in 2009 -- by making, using and selling an infringing Combiflash Rf 200i system, the report related. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. The plan can't be implemented because pre-bankruptcy secured bank lenders filed an appeal currently pending in the U.S. Court of Appeals in Philadelphia. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) WALTER ENERGY: Operational Restructuring No Impact on Moody's CFR ----------------------------------------------------------------- On March 22, 2013, Moody's took these rating actions on Walter Energy: Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Senior Secured Credit Facilities, Affirmed Ba3 (LGD3 33% from 39%) Senior Unsecured Notes due 2020, Affirmed B3 (LGD5 86% from LGD5 90%) Proposed Senior Unsecured Notes due 2021, Assigned B3 (LGD5 86%) Outlook, Negative Speculative Grade Liquidity Rating, Affirmed SGL-2 Walter Energy, Inc., headquartered in Birmingham, Alabama, is primarily a metallurgical coal producer which also produces metallurgical coke, steam and industrial coal, and natural gas. The company acquired met coal producer Western Coal Corporation in April 2011. Walter generated approximately $2.4 billion in revenue in 2012. WAVE SYSTEMS: Incurs $13 Million Net Loss in Fourth Quarter ----------------------------------------------------------- Wave Systems Corp. reported a net loss of $13.01 million on $7.13 million of total net revenues for the three months ended Dec. 31, 2012, as compared with a net loss of $4.86 million on $11.03 million of total net revenues for the same period during the prior year. For the 12 months ended Dec. 31, 2012, the Company incurred a net loss of $33.96 million on $28.84 million of total revenues, as compared with a net loss of $10.79 million on $36.13 million of total net revenues during the previous year. The Company's balance sheet at Dec. 31, 2012, showed $18.63 million in total assets, $21.49 million in total liabilities and a $2.86 million total stockholders' deficit. Wave CEO, Steven Sprague, commented, "While 2012 was challenging from a revenue perspective, we made important strategic investments to advance our solutions for security, management and data protection in the mobile world of tablets and smartphone devices. In 2011, we saw the current trend towards mobile and implemented our own mobile strategy that leverages the unique Trusted Computing functionality only Wave can provide. We were certainly surprised by both the speed of mobile adoption and the impact it has had on demand for some of our core PC solutions, but we were not alone in that regard given the fundamental changes in the PC industry over the last year. "We believe these developments have set the stage for significant opportunities for Wave in 2013 and beyond, and we have focused our sales and marketing efforts on our unique security and management capabilities for Windows 8 tablets, including Microsoft's Surface Pro and Dell's Latitude 10. The initial enterprise response to this solution has been positive, and this development has prompted opportunities to continue to promote this security infrastructure for managing existing devices running Windows 7. We are now beginning to ship prototype tablet software but do not anticipate any meaningful order activity until Q2 at the earliest." A copy of the press release is available for free at: http://is.gd/VNOppF About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) -- http://www.wave.com/-- develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. KPMG LLP, in Boston Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that Wave Systems Corp. has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. WENDY'S INTERNATIONAL: S&P Assigns 'BB-' Rating on Term Loan A -------------------------------------------------------------- Standard & Poor's Ratings Services assigned a 'BB-' and a '2' recovery rating to Wendy's International Inc.'s term loan A. The restaurant chain's announcement that it plans to refinance $300 million of its term loan B into a new term loan A facility has no immediate impact on S&P's ratings or outlook on the company. Wendy's International is owned by The Wendy's Co. In conjunction with the transaction, the company also plans to extend the maturity of its revolving credit facility one year to 2018 to align it with the new term loan A facility. S&P's 'B+' corporate credit ratings and stable outlook on both entities are unchanged. The refinancing is leverage neutral with increased amortization and modestly lower interest expense associated with the pro rata term loan A. All key aspects of the existing credit agreement remain unchanged as a result of this transaction. S&P expects the company's financial risk profile to remain "highly leveraged" and its liquidity to remain "adequate" following this transaction. RATINGS LIST The Wendy's Co. Corporate Credit Rating B+/Stable/-- Wendy's International Inc. Corporate Credit Rating B+/Stable/-- New Rating Wendy's International Inc. $300 Mil. Term Loan A Due 2018 BB- Recovery Rating 2 YPG FINANCING: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'B' long- term corporate credit rating, and stable outlook, to Montreal, Que.-based media and marketing solutions provider Yellow Media Ltd., the new parent of YPG Financing Inc. (formerly Yellow Media Inc.). At the same time, Standard & Poor's raised its long-term corporate credit rating on YPG Financing Inc. to 'B' from 'D' (default). The outlook is stable. At Dec. 31, 2012, the company had about C$910 million of long-term debt outstanding. "We base the upgrade on parent Yellow Media Ltd.'s lowering of its debt burden and addressing its refinancing risk and liquidity through a balance-sheet recapitalization," said Standard & Poor's credit analyst Madhav Hari. "However, the company's operations remain vulnerable to ongoing structural shifts within its industry," Mr. Hari added. In addition, Standard & Poor's assigned its 'B+' issue-level rating and '2' recovery rating to YPG Financing Inc.'s C$800 million 9.25% senior secured notes due 2018. A '2' recovery rating indicates S&P's expectation of substantial (70%-90%) recovery in the event of default. Standard & Poor's also assigned its 'CCC+' issue-level rating and '6' recovery rating to the company's C$107.5 million senior subordinated unsecured exchangeable debentures due 2022. A '6' recovery rating indicates S&P's expectation of negligible (0%-10%) recovery in a default situation. The ratings on Yellow Media Ltd. are consolidated with its subsidiaries, which include YPG Financing Inc. and Yellow Pages Group Corp. (collectively, Yellow Media). The 'B' corporate credit rating reflects what Standard & Poor's views as the company's "vulnerable" business risk profile and "aggressive" financial risk profile, supported by S&P's "adequate" assessment of the company's liquidity. In addition to being the holding company for YPG Financing Inc. and Yellow Pages Group Corp. (the principal operating company), Yellow Media's other notable investments include a 30% equity interest in 411 Local Search Corp. and a 60% stake in Mediative G.P. Inc. Yellow Media is Canada's largest telephone directories publisher, owning 375 print telephone directories published in 2012 with a circulation of about 18 million copies. The company owns and operates the leading online advertising properties in Canada such as YellowPages.ca, Canpages.ca, Canada411.ca, and RedFlagDeals.com. Its online destinations reach 9 million unique visitors monthly and its mobile applications have been downloaded more than 5 million times. Yellow Media also provides national digital advertising through Mediative, a digital advertising and marketing solutions provider to national agencies and advertisers. The stable outlook reflects S&P's expectation that, despite low double-digit-percent erosion of revenue (given secular challenges facing print directory offerings), Yellow Media can sustain its Standard & Poor's adjusted debt-to-EBITDA ratio below 4x over the horizon of two-to-three years. This level of debt leverage is consistent with the ratings, in S&P's opinion, based on its current business risk assessment of the company. Under S&P's base case scenario, Yellow Media should be able to generate C$100 million-C$150 million of annual discretionary free cash flow over the two years, which it will use primarily to repay debt thereby partially mitigating the impact of an EBITDA decline. S&P also expects the company to sustain adequate liquidity over this period. YRC WORLDWIDE: Reacts on Recent Share Price Surge ------------------------------------------------- The Kansas City Star reported that shares of YRC Worldwide Inc. climbed above $9 per share for the first time in a year on March 18, 2013. According to the report, shares ended the day at $8.70, up $1.18 or 15.7%. YRC stock has gained nearly $3 a share since March 7, the report states. In a regulatory filing with the Securities and Exchange Commission, YRC Worldwide said it is not aware of any specific developments to which the recent sharp increase in its stock trading volume and price would be attributable. About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. After auditing the 2011 results, the Company's independent auditors expressed substantial doubt about the Company's ability to continue as a going concern. KPMG LLP, in Kansas City, Missouri, noted that the Company has experienced recurring net losses from continuing operations and operating cash flow deficits and forecasts that it will not be able to comply with certain debt covenants through 2012. For the year ended Dec. 31, 2012, the Company incurred a net loss of $136.5 million on $4.85 billion of operating revenue, as compared with a net loss of $354.4 million on $4.86 billion of operating revenue during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $2.22 billion in total assets, $2.85 billion in total liabilities and a $629.1 million total shareholders' deficit. * * * As reported in the Aug. 2, 2011 edition of the TCR, Moody's Investors Service revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in recognition of the agreed debt restructuring which will result in losses for certain existing debt holders. In a related action Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest but critical improvements in the company's credit profile that should result from its recently-completed financial restructuring. The positioning of YRCW's PDR at Caa2\LD reflects the completion of an offer to exchange a substantial majority of the company's outstanding credit facility debt for new senior secured credit facilities, convertible unsecured notes, and preferred equity, which was completed on July 22, 2011. In August 2011, Standard & Poor's Ratings Services raised its corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD' (selective default), after YRC completed a financial restructuring. Outlook is stable. "The ratings on Overland Park, Kan.-based YRCW reflect its participation in the competitive, capital-intensive, and cyclical trucking industry," said Ms. Ogbara, "as well as its meaningful off-balance-sheet contingent obligations related to multiemployer pension plans." "YRCW's substantial market position in the less- than-truckload (LTL) sector, which has fairly high barriers to entry, partially offsets these risk factors. We categorize YRCW's business profile as vulnerable, financial profile as highly leveraged, and liquidity as less than adequate." * Massachusetts Courts Split on Repeat Filing Sanctions ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes that a federal district judge in Massachusetts adopted the minority view and ruled that the automatic stay evaporates as to both the debtor and estate property when there is a second bankruptcy within a year after the prior petition by an individual was dismissed. The report notes that the majority view is exemplified in a 2006 case from the Bankruptcy Appellate Panel for the First Circuit in a case called Jumpp. There, the panel said that Section 362(c)(3)(A) of the Bankruptcy Code means the stay ends automatically in 30 days as to the individual and property not part of the estate. Jumpp says the stay continues as to property of the estate. According to the report, U.S. District Judge George A. O'Toole in Boston disagreed with Jumpp and took sides with a case called Reswick from the Bankruptcy Appellate Panel for the Ninth Circuit in San Francisco. Judge O'Toole noted how U.S. Bankruptcy Judge Marvin Isgur in Houston characterized the subsection as "particularly difficult to parse and, at worst, virtually incoherent." Judge O'Toole said the intended deterrent effect wouldn't be served unless the stay ends completely, even as to property of the estate. The opinion leaves bankruptcy judges in Massachusetts in a quandary. When faced with the question, they have conflicting authorities, one from the appellate panel of bankruptcy judges and another from O'Toole, a district judge. The case is St. Anne's Credit Union v. Ackelll, 12-10720, U.S. District Court, District of Massachusetts (Boston). * Payroll Growth Vaults to Higher Pace at U.S. Companies -------------------------------------------------------- Rich Miller & Shobhana Chandra, writing for Bloomberg News, reported that at Industrial Builders Inc., Paul Diederich plans to boost payrolls about 10 percent this year. "The economy is on the rebound," the president of the West Fargo, North Dakota-based heavy-construction company, told Bloomberg. "We have some projects in our backlog." Diederich, who is hiring "in the hope that when the weather breaks, we'll have the need to put these people to work," has already filled two management positions, Bloomberg related. He intends to increase staff, including seasonal employees, to more than 300 as the July-August peak building period approaches. Industrial Builders isn't alone, Bloomberg said. Companies from Ford Motor Co (F). to a California tortilla maker are stepping up hiring as the economy improves. The result, say Maury Harris of UBS Securities LLC and Allen Sinai of Decision Economics Inc.: Payroll growth is vaulting to a faster pace of about 200,000 a month, after averaging 167,000 in the second half of last year. "The new normal is 200,000," Sinai, chief executive officer of the New York-based investment-research company, told Bloomberg. Payrolls may rise 216,000 this month after climbing 236,000 in February, the most since November, he estimates. Russell Price, a senior economist at Ameriprise Financial Inc. (AMP) in Detroit, predicts employers will take on 2.5 million workers this year, after hiring 2.2 million last year, the Bloomberg report said. "And that may be a little bit on the conservative side," added Price, the top-ranked payrolls forecaster for the two years ended in January, according to data compiled by Bloomberg. * Senate Banking Chairman Is Expected to Retire ----------------------------------------------- Michael R. Crittenden and Corey Boles, writing for The Wall Street Journal, reported that Sen. Tim Johnson (D., S.D.), chairman of the powerful Senate Banking Committee, is expected to announce he won't seek re-election in 2014, according to two Senate Democratic aides, setting the stage for a hotly contested race to succeed him. Mr. Johnson, 66 years old, is slated to speak Tuesday afternoon at the University of South Dakota, his alma mater, to discuss his plans, according to WSJ. A spokesman declined to comment on what he intends to say, but the aides said they anticipate he will decline to seek a fourth Senate term. His expected decision to retire could buoy Republican hopes of taking back control of the Senate, WSJ said. A number of Democratic senators in more moderate states are up for re- election, and the retirement of party stalwarts like Sens. Carl Levin of Michigan, Sen. John Rockefeller IV of West Virginia and Tom Harkin of Iowa has added to the challenge Democrats face. A decision by Mr. Johnson to step down also could trigger a race to take the gavel of the Senate Banking Committee, which oversees Wall Street, housing and transportation issues, WSJ added. Sen. Jack Reed (D., R.I.), the second-ranking Democrat in the Banking and Senate Armed Services panels, is next in line for both committees and would likely have the option to choose which one he prefers. Mr. Levin heads the Armed Services Committee. WSJ related that Mr. Johnson, a lawyer who was elected to the South Dakota House in 1978, was first elected to Congress in 1986. Health problems have presented a challenge to South Dakota's senior senator, including a 2006 brain hemorrhage that kept him from working in Washington for a significant period of time. As head of the banking panel, Mr. Johnson has overseen major changes in the financial system after the 2008 financial crisis, according to WSJ. While he is regarded as sympathetic to the concerns of financial firms that operate in his home state, including community banks, Mr. Johnson has also fought GOP attempts to roll back or water down portions of the Dodd-Frank financial overhaul law. Notably, he's been a outspoken advocate on behalf of the Consumer Financial Protection Bureau, criticizing Republican efforts to block the nomination of Richard Cordray to head the agency. * Tampa Firm Sues Ex-Managing Partner for Cover-Up -------------------------------------------------- Carolina Bolado of BankruptcyLaw360 reported that Tampa law firm Smolker Bartlett Schlosser Loeb & Hinds PA has sued its former managing partner for allegedly violating his employment agreement by covering for another former partner who was withdrawing money from the firm while secretly planning to file for bankruptcy. In a complaint filed last month in Florida's Thirteenth Judicial Circuit Court, the firm, formerly called Bricklemyer Smolker & Bolves PA, sued former managing shareholder, president and CEO Keith Bricklemyer for allegedly hiding ex-partner Brian Bolves' financial difficulties and conspiring with him to file for bankruptcy, the report related. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Apr. 10-12, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott Chicago, Chicago, Ill. Contact: http://www.turnaround.org/ Apr. 18-21, 2013 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ June 13-16, 2013 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort, Traverse City, Mich. Contact: 1-703-739-0800; http://www.abiworld.org/ July 11-13, 2013 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Hyatt Regency Newport, Newport, R.I. Contact: 1-703-739-0800; http://www.abiworld.org/ July 18-21, 2013 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 8-10, 2013 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hotel Hershey, Hershey, Pa. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 22-24, 2013 AMERICAN BANKRUPTCY INSTITUTE Southwest Bankruptcy Conference Hyatt Regency Lake Tahoe, Incline Village, Nev. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 3-5, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Wardman Park, Washington, D.C. Contact: http://www.turnaround.org/ Nov. 1, 2013 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Atlanta Marriott Marquis, Atlanta, Ga. Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 2, 2013 BEARD GROUP, INC. 20th Annual Distressed Investing Conference The Helmsley Park Lane Hotel, New York, N.Y. Contact: 240-629-3300 or http://bankrupt.com/ Dec. 5-7, 2013 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Terranea Resort, Rancho Palos Verdes, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* 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., Washington, D.C., 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 2013. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-241-8200. *** End of Transmission ***