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/raid1/www/Hosts/bankrupt/TCR_Public/130416.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, April 16, 2013, Vol. 17, No. 104 Headlines 3PEA INTERNATIONAL: Reports $1.8 Million Net Income in 2012 333-345 GREEN: Files Plan Based on Settlement With Team Greene AHERN RENTALS: Has Approval to Pay Potential Exit Lenders ALLY FINANCIAL: Sells European Operations for $2.6 Billion AFFIRMATIVE INSURANCE: Has Reinsurance Contract with Greenlight AFFIRMATIVE INSURANCE: Credit Suisse Forbearance Expires June 1 AFFIRMATIVE INSURANCE: Chairman and PEO to Retire AGFEED INDUSTRIES: Delays Annual Report for 2012 AIDA'S PARADISE: Can Use TD Cash Collateral Until May 15 AIDA'S PARADISE: May 15 Combined Hearing on Reorganization Plan AMC ENTERTAINMENT: S&P Rates New $925 Million Loans 'BB-' AMERICAN AIRLINES: Execs Mulled Merger Months Before Bankruptcy AMERICAN AIRLINES: Court Denies $19.9MM Severance Payment to CEO AMERICAN AIRLINES: Wins OK for Sale-Leaseback of 11 Boeing Planes AMERICAN AIRLINES: Seeks to Hire K&L Gates as Special Counsel AMERICAN AIRLINES: Reviewing Pacts With Regional Carriers AMERICAN EQUITY: Fitch Affirms 'BB+' Issuer Default Rating AMERICAN POWER: Obtains $2.7-Mil. From Issuance of Add'l Units AMPAL-AMERICAN: Seven Directors, Four Officers Resign AMPAL-AMERICAN: Delays 2012 Form 10-K for Liquidity Issues AMTS AIRCRAFT: AeroCare Emerges From Chapter 11 ARINC INC: S&P Lowers CCR to 'B+'; Outlook Stable ARTE SENIOR: Wants Access to Cash Collateral Until June 30 ARTE SENIOR: Status Hearing on Plan Confirmation Set for April 25 ARTE SENIOR: SMA Competing Plan Offers Unsecureds 100% AS SEEN ON TV: Registers 5 Million Common Shares Under Plans AXESSTEL INC: Obtains $2.2 Million Term Loan From Silicon Valley AXION INTERNATIONAL: Reports $4.3 Million in Revenue for 2012 BANYAN RAILWAY: Gary Marino Discloses 59.8% Stake at March 19 BBX CAPITAL: Invests $71MM in Woodbridge for 46% Equity Interest BERNARD L MADOFF: AG Schneiderman's Merkin Settlement Can Proceed BERRY PLASTICS: Registers 18.9 Million Common Shares BLUEGREEN CORP: Consummates Merger with BFC Financial BON-AIR PARTNERSHIP: Suing Partner Is No 'Actual Conflict' BLUEGREEN CORP: Common Stock Delisted From NYSE CALYPTE BIOMEDICAL: Delays Form 2012 10-K for Limited Staff CELLULAR BIOMEDICINE: Reports $9.3 Million Net Income in 2012 CENTRAL FEDERAL: Incurs $434,000 Net Loss in Fourth Quarter CHRIST HOSPITAL: Can Pay Up to $266,042 to UMR CINCINNATI BELL: Fitch Affirms, Then Withdraws All Ratings CLAIRE'S STORES: Reports $1.3 Million Net Income in Fiscal 2012 CLEAR CHANNEL: Has MOU to Settle Two Derivative Lawsuits COMMUNITY FINANCIAL: Amends 19.6MM Common Shares Prospectus COPYTELE INC: Acquires Patent Rights to Loyalty Programs CRAVEN PROPERTIES: Can Employ McManus as Chapter 11 Counsel CUBIC ENERGY: Gets 2 Months Extension of Wells Fargo Debt CYANCO INTERMEDIATE: S&P Assigns 'B' CCR; Outlook Stable DOLLAR GENERAL: S&P Raises Sr. Unsecured Notes Rating From 'BB+' DUNE ENERGY: Adds Two New Members to Board of Directors DUNE ENERGY: Amends Registration Statements with SEC DUTCH GOLD: Delays Form 10-K for 2012 EAST COAST BROKERS: Files Schedules of Assets and Liabilities EASTMAN KODAK: To Sell Document Imaging Biz. for $210 Million EASTMAN KODAK: James Continenza Elected to Board of Directors ECOSPHERE TECHNOLOGIES: Reports $1 Million Net Income in 2012 ELBIT IMAGING: Series B Notes Trustees Want Company Liquidated EMPIRE RESORTS: Plans to Raise $11.4 Million From Rights Offering ENERGY FUTURE: Unit Restructuring Won't Trigger Tax Liability ENERGY FUTURE: Confirms Bankruptcy Talks With Creditors ENERGY FUTURE: Mulls Bond Debt Payment in May to Delay Bankruptcy ENERGYSOLUTIONS INC: Amends Energy Capital Partners Merger Pact ENERGYSOLUTIONS INC: Largest Investor OKs Revised Merger Terms ENERGYSOLUTIONS INC: Copy of Revised Investor Presentation ERF WIRELESS: Miles Bretsch Holds 9.6% Equity Stake at March 31 EURAMAX HOLDINGS: Amends Form 10-K for Fiscal 2012 FIFTH THIRD: Moody's Keeps Non-cumulative Stock's (P)Ba1 Rating FIRST MARINER: Reports $699,000 Net Income in Fourth Quarter FNB UNITED: Reynolds Neely to Retire From Board of Directors FOUR OAKS: Cherry Bekaert Replaces Dixon Hughes as Accountants FREESEAS INC: Regains Compliance with NASDAQ's Closing Price Rule GENERAL MOTORS: Reaches $5.5MM Accord Over Onondaga Lake Cleanup GMX RESOURCES: Common & Preferred Stock Cease Trading on NYSE GMX RESOURCES: Anthony Melchiorre Holds 6.8% Stake at April 1 GOKO RESTAURANT: May Cancel or Sell Some Store Leases GRAYMARK HEALTHCARE: Issues $351,709 Promissory Note to Guarantor GREENSHIFT CORP: Restates 2011 Annual Report GREEN ENDEAVORS: Incurs $140,000 Net Loss in Sept. 30 Quarter GUIDED THERAPEUTICS: Amends Registration Statements with SEC HALLWOOD GROUP: Incurs $6.1 Million Net Loss in Fourth Quarter HEALTHWAREHOUSE.COM INC: Borrows $500,000 From Melrose Capital HOLYOKE MEDICAL: Fitch Affirms 'BB' Rating on $4.5MM Revenue Bonds HORIYOSHI WORLDWIDE: Effects 12-for-1 Reverse Stock Split I KUSHNIR HOTELS: Development Firm Files Ch.11 in Fort Lauderdale IMH FINANCIAL: To Acquire $60MM Assets in Satisfaction of Debt IMH FINANCIAL: To Acquire L'Auberge de Sedona and Orchards Inn INTELLIPHARMACEUTICS INT'L: Incurs $1MM Loss in Feb. 28 Qtr. INTELSAT SA: Issues $3.5 Billion Senior Notes INVENERGY WIND: S&P Affirms & Withdraws 'B' Corp. Credit Rating ISAACSON STEEL: Can Employ Sheehan Phinney as Chapter 5 Counsel J.C. PENNEY: Draws $850MM From Bank Facility to Shore Up Liquidity J.C. PENNEY: Annual Equity Awards to Executive Officers Approved L BRANDS: Fitch Affirms 'BB+' Issuer Default Rating LA JOLLA: Incurs $3.1 Million Net Loss in Fourth Quarter LDK SOLAR: Still Seeking OK for LDK Anhui Purchase Agreement LEAGUE NOW: Incurs $359,000 Net Loss in 2012 LINEAGE LOGISTICS: S&P Assigns 'B' CCR & Rates $220MM Loan 'B' LITHIUM TECHNOLOGY: Faces Shareholder Lawsuit in New York LODGENET INTERACTIVE: S&P Withdraws 'D' Corporate Credit Rating LYONDELL CHEMICAL: UBS Has Right to Exclude Highland as Lender MF GLOBAL: U.S. Trustee Objects to Professional Fees MMODAL INC: Moody's Lowers Corp. Family Rating to B3; Outlook Neg MMRGLOBAL INC: Amends 2012 Report Due to Calculation Errors MOMENTIVE SPECIALTY: Has $400-Mil. Revolving Credit Facility MONTANA ELECTRIC: Chapter 11 Trustee Wants Collateral Valued MORGANS HOTEL: Ronald Burkle Holds 27.9% Equity Stake at March 30 MOSS FAMILY: Can Hire Faegre Baker as Special Counsel MOUNTAIN PROVINCE: Drilling of New Exploration Targets Begins MPM TECHNOLOGIES: CCI Holds 60% of Outstanding Common Stock MUSCLEPHARM CORP: Amends Consulting Agreement with Melechdavid NEOMEDIA TECHNOLOGIES: Amends Form 10-K for 2012 NEWLEAD HOLDINGS: Supreme Court Approves Settlement with Hanover NEW CENTAUR: S&P Assigns 'B' CCR & Rates $480MM Facility 'B+' NEW ENGLAND COMPOUNDING: Hiring Collora as Special Counsel NEW LEAF: Reports $218,500 Net Income in June 30 Quarter NORTH STAR CHARTER: S&P Cuts Idaho Housing Bonds Rating to 'CCC-' NORTHCORE TECHNOLOGIES: Incurs C$2MM Comprehensive Loss in 2012 OPTIMUMBANK HOLDINGS: Incurs $4.7 Million Net Loss in 2012 OSAGE EXPLORATION: Incurs $516,700 Net Loss in 2012 OVERSEAS SHIPHOLDING: Luxmar Product Files Assets, Debts Schedules OVERSEAS SHIPHOLDING: Luxmar Tanker Files Assets, Debts Schedules OVERSEAS SHIPHOLDING: Majestic Files Assets, Debts Schedules PATRIOT COAL: MSHA Withdraws Violations Notice at Brody Mine PATRIOT COAL: UMWA to Plant Crosses Across Peabody HQ Today PEER REVIEW: Chief Financial Officer Resigns PLAZA VILLAGE: Hires Andrew H. Griffin III as Counsel PLC SYSTEMS: Reports $3 Million Net Income in Fourth Quarter PLY GEM HOLDINGS: Amends ABL Credit Facility with UBS AG PLZ AEROSCIENCE: S&P Assigns Prelim. 'B' CCR; Outlook Stable PRECISION OPTICS: Offering 700,000 Common Shares PUERTO DEL REY: Challenges Bank's Case Dismissal Bid PURADYN FILTER: Incurs $2.2 Million Net Loss in 2012 QBEX ELECTRONICS: Committee Can Hire Genovese Joblove as Counsel QBEX ELECTRONICS: Committee Can Hire Marcum as Financial Advisors QUALITY DISTRIBUTION: President and COO to Retire READER'S DIGEST: Revised Plan Offers 0.1% to Unsecureds REGAL ENTERTAINMENT: Loan Repricing No Impact on Fitch Ratings RESIDENTIAL CAPITAL: Committee Says Ally Liable for $20-Bil. REVEL AC: Delays Form 10-K Due to Bankruptcy Filing RONA INC: S&P Lowers CCR to 'BB+' & Lowers Rating on Debt to 'BB+' SCHOOL SPECIALTY: Has Approval to Pay Potential Lenders' Expenses SCOOTER STORE: Files for Chapter 11 to Sell Assets SH 130: Moody's Lowers Rating on Senior Bank Facility to 'B1' SINCLAIR BROADCAST: Closes Offering of $600 Million Senior Notes SMART ONLINE: Amends Annual Report for 2012 SMART ONLINE: Sells $315,000 Additional Convertible Note SOLAR POWER: Incurs $15.2 Million Net Loss in Fourth Quarter SOURCEHOV LLC: Moody's Gives B2 CFR & Rates New Term Loan 'Caa1' STANFORD GROUP: Receiver to Make $55MM Interim Distribution THERMOENERGY CORP: Cancels Voting Pact with Series B Investors TITAN ENERGY: Incurs $1.4 Million Net Loss in 2012 TN-K ENERGY: Delays Form 10-K for 2012 SOUTHERN AIR: Completes Financial Restructuring; Exits Chapter 11 STEREOTAXIS INC: Sophrosyne Ceases to be Shareholder at April 5 SUPERCOM LTD: Annual General Meeting Set on May 9 SUPERMEDIA INC: Board Approves 2013 Cash LTIP Award Agreements TRINITY COAL: Sec. 341 Creditors' Meeting Set for April 18 TRANSGENOMIC INC: Kopp Investment Owns 14.6% Stake at March 28 TRIUS THERAPEUTICS: Appoints Seth Fischer to Board of Directors UNIGENE LABORATORIES: Cuts Workforce by 40% to Conserve Capital UNITED WESTERN: Files Plan to Fend Off Conversion UNIVERSITY GENERAL: Acquires Physical Therapy Center Near Dallas UNIVERSITY GENERAL: Errors Found on Financial Statements VALITAS HEALTH: Market Pressures Prompt Moody's to Cut CFR to B2 VISCOUNT SYSTEMS: Issues 22.212 Series A Convertible Pref. Stock VISUALANT INC: Agreement with Sumitomo Extended to End of Year VYSTAR CORP: Dean Waters Named Chief Financial Officer VYSTAR CORP: Delays Form 10-K for 2012 W.R. GRACE: Libby Victims' Lawyers Get $4MM+ in Fees W.R. GRACE: Judge Okays Protocol for Turnover of 2019 Exhibits W.R. GRACE: Inks Deal With USG to Settle Claims for $668K W.R. GRACE: To Reject Lease Contract With BNSF WESTERN EXPRESS: S&P Lowers Corporate Credit Rating to 'CCC' WINDSORMEADE OF WILLIAMSBURG: Sets May 14 Confirmation Hearing WINDSTREAM CORP: High Leverage Cues Moody's to Lower CFR to 'Ba3' WOOTON GROUP: Can Employ Simon Resnik as Bankruptcy Counsel XENTEL INC: Fundraiser IMarketing Files in Canada, U.S. XZERES CORP: Obtains New $6.5 Million Credit Facility ZALE CORP: Portolan Capital Holds 5% Equity Stake at March 28 * Fitch Says Pension Changes Could Improve KY Liability Profile * Roadmap Given for Third-Party Releases in Virginia * Dischargeability and Breach of Fiduciary Duty Examined * Large Companies With Insolvent Balance Sheets ********* 3PEA INTERNATIONAL: Reports $1.8 Million Net Income in 2012 ----------------------------------------------------------- 3Pea International, Inc., reported net income attributable to the Company of $1.81 million on $6.70 million of revenue for the year ended Dec. 31, 2012, as compared with net income attributable to the Company of $215,291 on $3.30 million of revenue for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $7.46 million in total assets, $7.97 million in total liabilities and a $510,304 total stockholders' deficit. "We are pleased with our performance in 2012, as it was a record year for 3Pea. We generated strong annual results, as we delivered triple digit revenue, operating income and net income growth, and had significant balance sheet improvement," said Arthur De Joya, chief financial officer, 3Pea International. "3Pea has invested in the technology and infrastructure necessary to fuel our recent growth. We believe we are in the process of building the foundation needed to achieve the next stage of corporate growth." A copy of the press release is available for free at: http://is.gd/CIO3ZH About 3Pea International Henderson, Nev.-based 3Pea International, Inc., is a transaction- based solutions provider. 3PEA through its wholly owned subsidiary 3PEA Technologies, Inc., focuses on delivering reliable and secure payment solutions to help healthcare companies, pharmaceutical companies and payers businesses succeed in an increasingly complex marketplace. After auditing the financial statements for year ended Dec. 31, 2011, Sarna & Company, in Thousand Oaks, California, noted that the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. 333-345 GREEN: Files Plan Based on Settlement With Team Greene -------------------------------------------------------------- 333-345 Green LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement for its Plan of Reorganization dated March 4, 2013. According to the Disclosure Statement, on Feb. 27, 2013, as a result of negotiations between the parties, Team Greene 333 LLC and the Debtor entered into a Settlement Agreement for the transfer of the Property upon confirmation of the Plan. Under the Settlement Agreement, following the confirmation of the Plan and the Transfer of the Property, Team Greene will (i) pay $200,000 to the Debtor for administrative expenses, with the net excess to be distributed among holders of Class 3 Allowed General Unsecured Claims, (ii) fund up to $1,000,000 to satisfy any and all obligations of the Debtor due and owing for all governmental and municipal charges, including, but not limited to, all real property taxes and sums owed to the New York Environmental Control Board, and (iii) enter into a contract with Blyss Consulting Group Inc. under which Team Greene will remit payment to Blyss of $700,000. The $700,000 amount will be paid into escrow to Debtor's counsel and will be payable in 12 monthly installments to Blyss for provision of consulting services and assistance to the Team Greene with respect to completion of the construction and related work at the Property. Upon the Transfer of the Property and the related documentation to Team Greene, the mortgage and note will be canceled to satisfy Team Greene's Secured Claim. The Settlement Agreement also provides for Team Greene to release the Debtor's members from the personal guarantee that they signed for the benefit of Team Greene's assignor. It also provides for the Debtor to release all and any claims of the Debtor and the guarantors that may exist against Team Greene and its officers and directors. Equity Interests in Class 4 will be canceled and extinguished on the Effective Date. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/333-345green.doc40.pdf 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. Team Greene is the owner and record holder of the existing first mortgage and related loan documents with the Debtor. Marc A. Pergament, Esq., at Weinberg Gross & Pergament, LLP, in Garden City, N.Y., serves as counsel to the Debtor. AHERN RENTALS: Has Approval to Pay Potential Exit Lenders --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Ahern Rentals Inc. was given authority from the bankruptcy court in Reno, Nevada, to pay expenses and attorney fees for Bank of America NA and Merrill Lynch Pierce Fenner & Smith Inc. while they work on arranging $350 million to finance the equipment renter's Chapter 11 reorganization plan. The two are to be the arranger and bookrunner for so-called exit financing. According to the report, closely held Ahern needs financing for its own plan to pay off some of the secured debt on emerging from the bankruptcy reorganization begun in December 2011. Ahern's junior lenders have a competing plan on file. In December the bankruptcy judge ended Ahern's exclusive right to propose a plan, saying the company failed to negotiate in good faith after a year in Chapter 11. The lenders responded in February by filing a plan of their own to compete with Ahern's reorganization proposal. The bankruptcy judge, the report relates, approved disclosure materials and laid out a schedule for investigations in advance of a confirmation hearing on June 3 through 5, when the judge will decide which plan to approve. Ahern and the lenders both propose paying unsecured claims in full. Ahern's plan offers the junior lenders $160 million cash and new debt if they accept the plan. If they don't, they are 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. 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., at Fennemore Craig Jones Vargas, Kurt A. Mayr, Esq., and Daniel S. Connolly, Esq., at Bracewell & Giuliani LLP. 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 ALLY FINANCIAL: Sells European Operations for $2.6 Billion ---------------------------------------------------------- Ally Financial Inc. previously announced it had reached an agreement to sell its operations in Europe and Latin America pursuant to a Purchase and Sale Agreement dated Nov. 21, 2012, between Ally and General Motors Financial Company, Inc., a wholly owned subsidiary of General Motors Co., as subsequently amended and restated on Feb. 22, 2013, and to sell its 40% interest in a motor vehicle finance joint venture in China pursuant to a Share Transfer Agreement dated Nov. 21, 2012, between Ally and GMF. Additionally, during the fourth quarter of 2012, Ally announced its agreement to sell its Mexican insurance business, ABA Seguros, to the ACE Group. On April 1, 2013, Ally completed the sale of its European Operations in Germany, the United Kingdom, Austria, Italy, Switzerland, Sweden, Belgium, and the Netherlands, and its Latin American Operations in Mexico, Colombia, and Chile. The disposition of the Sold Businesses under the Purchase and Sale Agreement took the form of the sale of equity interests directly and indirectly held by Ally in the entities comprising the Sold Businesses. Ally received approximately $2.6 billion in proceeds, which is comprised of an approximately $2.4 billion payment at closing and $190 million in dividends paid prior to the closing. The proceeds are subject to certain post-closing adjustments based on the actual net asset value of the Sold Businesses and certain other items. Ally expects the sale of its remaining European Operations including France, its Latin American Operations including Brazil, its China JV, and its Mexican Insurance Business to close in stages throughout 2013, following receipt of all regulatory approvals and satisfaction of other closing conditions with respect to each region. All of Ally's European Operations and Latin American Operations, its China JV, and its Mexican Insurance Business were classified by Ally as discontinued operations as of Dec. 31, 2012, and their operating results were removed from Ally's continuing operations and were presented separately as discontinued operations, net of tax, in Ally's Consolidated Financial Statements, included in Ally's Annual Report on Form 10- K for the year ended Dec. 31, 2012. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3% stake. Private equity firm Cerberus Capital Management LP keeps 14.9%, while General Motors Co. owns 6.7%. The Company's balance sheet at Dec. 31, 2012, showed $182.34 billion in total assets, $162.44 billion in total liabilities, and $19.89 billion in total equity. Ally Financial Inc. reported net income of $1.19 billion for the year ended Dec. 31, 2012, as compared with a net loss of $157 million during the prior year. * * * As reported by the TCR on Feb. 27, 2013, Moody's Investors Service confirmed the B1 corporate family and senior unsecured ratings of Ally Financial, Inc. and supported subsidiaries and assigned a positive rating outlook. In February 2012, Fitch Ratings downgraded the long-term Issuer Default Rating (IDR) and the senior unsecured debt rating of Ally Financial and its subsidiaries to 'BB-' from 'BB'. The Rating Outlook is Negative. The downgrade primarily reflects deteriorating operating trends in ResCap, which has continued to be a drag on Ally's consolidated credit profile, as well as exposure to contingent mortgage-related rep and warranty and litigation issues tied to ResCap, which could potentially impact Ally's capital and liquidity levels. In the Feb. 13, 2013, edition of the TCR, Fitch Ratings has maintained the Rating Watch Negative on Ally Financial Inc. including the Long-term IDR 'BB-'. As reported by the Troubled Company Reporter on May 22, 2012, Standard & Poor's Ratings Services revised its outlook on Ally Financial Inc. to positive from stable. At the same time, Standard & Poor's affirmed its ratings, including its 'B+' long- term counterparty credit and 'C' short-term ratings, on Ally. "The outlook revision reflects our view of potentially favorable implications for Ally's credit profile arising from measures the company announced May 14, 2012, designed to resolve issues relating to Residential Capital LLC, Ally's troubled mortgage subsidiary," said Standard & Poor's credit analyst Tom Connell. In the May 28, 2012 edition of the TCR, DBRS, Inc., has placed the ratings of Ally and certain related subsidiaries, including its Issuer and Long-Term Debt rating of BB (low), Under Review Developing. This rating action follows the decision by Ally's wholly owned mortgage subsidiary, Residential Capital to file a pre-packaged bankruptcy plan under Chapter 11 of the U.S. Bankruptcy Code. AFFIRMATIVE INSURANCE: Has Reinsurance Contract with Greenlight --------------------------------------------------------------- Affirmative Insurance Company, an indirectly held, wholly-owned subsidiary of Affirmative Insurance Holdings, Inc., entered into a Quota Share Reinsurance Contract with Greenlight Reinsurance, LTD (the "Reinsurer"), and an Addendum No. 1 to the QS Agreement, both effective March 31, 2013. The QS Agreement provides 40.00% quota share reinsurance for all business produced by AIC in the states of Alabama, Illinois, Louisiana and Texas with respect to losses occurring on or after March 31, 2013, under private passenger automobile physical damage and liability policies: (i) in force as of March 31, 2013, or (ii) written or renewed on or after March 31, 2013. The reinsurance coverage is subject to the terms and limitations set forth in the QS Agreement, and includes business assumed as 100.00% quota share reinsurance from the Company's affiliated insurance companies. The term of the QS Agreement is indefinite, but may be terminated by either party on any January 1 upon the giving of 75 days' prior written notice to the other party. The Addendum addresses certain business which AIC assumed as reinsurance from a Texas county mutual insurance company on policies produced by one of AIC's general agents up to and including Dec. 31, 2012. Effective Jan. 1, 2013, AIC terminated its reinsurance of the county mutual and the Reinsurer entered into a 100% quota share reinsurance agreement with the county mutual covering the policies produced by AIC's general agent. The Reinsurer's 100% quota share agreement with the county mutual is incorporated as part of the Addendum. The Addendum modifies certain terms and conditions of the QS Agreement to effect the intention of AIC and the Reinsurer that the same risks and benefits of the reinsurance arrangement with the county mutual that AIC assumed up to and including Dec. 31, 2012, continue to be retained by AIC. As compensation for the reinsurance arrangement, AIC will cede to Reinsurer 40.00% of the unearned portion of the gross net written premium income applicable to policies in force as of March 31, 2013, and 40.00% of its gross net written premium income thereafter. AIC will be entitled to a provisional adjustable ceding commission of 29.50% of the gross net written premium income ceded under the QS Agreement. The foregoing ceding commission may be decreased down to 22.00% or be increased to up to 36.47% of the gross net written premium income ceded under the QS Agreement based upon the ratio of losses incurred to net premiums earned. Notwithstanding the otherwise binding nature of the QS Agreement, the QS Agreement provides that in the event AIC fails to obtain the Illinois Department of Insurance's approval of the reinsurance arrangement set forth in the QS Agreement by May 15, 2013, the QS Agreement will be deemed null and void since its inception and any amounts previously paid to either party under said agreement will be returned. AIC has initiated the process of obtaining approval of the QS Agreement from the Illinois Department of Insurance. A copy of the Reinsurance Contract is available for free at: http://is.gd/MckJNZ A copy of the Addendum No. 1 is available for free at: http://is.gd/mvorHo About Affirmative Insurance Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a distributor and producer of non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. Non-standard personal automobile insurance policies provide coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources or other factors. Non-standard personal automobile insurance policies generally require higher premiums than standard automobile insurance policies for comparable coverage. The Company's balance sheet at Sept. 30, 2012, showed $349.9 million in total assets, $474.9 million in total liabilities, and a stockholders' deficit of $125 million. For the nine months ended Sept. 30, 2012, the Company had a net loss of $43.6 million on $154.4 million of total revenues, compared with a net loss of $17.4 million on $197.1 million of revenues for the same period of 2012. AFFIRMATIVE INSURANCE: Credit Suisse Forbearance Expires June 1 --------------------------------------------------------------- As disclosed in its periodic report on Form 10-K for the period ended Dec. 31, 2012, filed with the U.S. Securities and Exchange Commission on April 1, 2013, Affirmative Insurance Holdings, Inc., was not in compliance with the leverage, interest coverage and risk-based capital ratio covenants under its senior secured credit facility as of Dec. 31, 2012, and the lenders for the Facility had agreed to temporarily forbear from exercising their rights and remedies under the Facility with respect to such non-compliance. Effective March 29, 2013, the Company and certain of its wholly- owned subsidiaries entered into a Forbearance and Waiver Agreement with Credit Suisse, AG, Cayman Islands Branch, as Administrative and Collateral Agent, and the required number of lenders necessary to forbear from the exercise of the rights and remedies of the lenders upon the occurrence of a default or event of default under the Facility. Pursuant to the Forbearance Agreement, Credit Suisse and the Required Lenders agreed to forbear from exercising all rights and remedies with respect to the Company's breach of: (i) the Financial Covenants, and (ii) any applicable law resulting from the Company's failure to satisfy minimum capital requirements for its regulated insurance subsidiaries. The forbearance granted expires at the close of business on June 1, 2013, although the forbearance period is subject to earlier termination upon: (i) the occurrence of any default or event of default under the Facility other than those specified in the Forbearance Agreement; (ii) any payment to the holder of subordinated debt; (iii) a material breach by the Company or certain of its subsidiaries of the Forbearance Agreement or any of the representations or warranties contained in the Forbearance Agreement; or (iv) the exercise of any rights or remedies or the taking of any enforcement action by any holder of subordinated debt of the Company. Additionally, the Required Lenders agreed to waive, solely to the extent necessary, certain defaults and events of default, including those: (i) resulting from the Company's inability to deliver an unqualified opinion from its independent public accountants with respect to Company's audited financial statements for fiscal year 2012, (ii) any failure by Company to provide required notice of the Opinion Default, (iii) any breach of Company's representations and warranties under the Facility as a result of the Opinion Default, or (iv) any conversion or continuation of Eurodollar Borrowings during the continuance of the Opinion Defaults, breach of the Financial Covenants or any other default specified in the Forbearance Agreement. Furthermore, the Required Lenders consented to a maturity date extension and continued payment of a certain subordinated intercompany note issued by Registrant in favor of one of Company's regulated insurance subsidiaries. A copy of the Forbearance Agreement is available for free at: http://is.gd/h5AT26 About Affirmative Insurance Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a distributor and producer of non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. Non-standard personal automobile insurance policies provide coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources or other factors. Non-standard personal automobile insurance policies generally require higher premiums than standard automobile insurance policies for comparable coverage. The Company's balance sheet at Sept. 30, 2012, showed $349.9 million in total assets, $474.9 million in total liabilities, and a stockholders' deficit of $125 million. For the nine months ended Sept. 30, 2012, the Company had a net loss of $43.6 million on $154.4 million of total revenues, compared with a net loss of $17.4 million on $197.1 million of revenues for the same period of 2012. AFFIRMATIVE INSURANCE: Chairman and PEO to Retire ------------------------------------------------- Affirmative Insurance Holdings, Inc.'s Chairman of the Board and principal executive officer, Gary Y. Kusumi, informed the Company's Board of Directors that he will retire from employment with the Company when his current Executive Employment Agreement expires on Oct. 1, 2013. To facilitate the transition of Mr. Kusumi's duties, the Company has appointed its current Executive Vice President and Chief Financial Officer, Michael J. McClure, age 52, to the position of Acting Chief Executive Officer, which will report to the Board of Directors. Mr. McClure joined the Company in May 2007, as Senior Vice President of Financial Planning and Analysis. In November 2007, Mr. McClure was promoted to the Company's Executive Vice President and Chief Financial Officer. Prior to joining the Company, Mr. McClure was Interim Chief Accounting Officer and a Managing Director of the Finance department of Residential Capital Corporation from 2004 to May 2007. From 1998 through 2003, Mr. McClure served in a variety of roles with Kemper Insurance, with most of his time spent as the Vice President of Finance. Mr. McClure is a Certified Public Accountant and holds an MBA in finance and business economics from the University of Chicago and a BBA in accounting from the University of Notre Dame. Effective April 4, 2013, the Company and Mr. Kusumi entered into an Executive Transition Addendum to the Executive Employment Agreement. The Transition Addendum provides for Mr. Kusumi's continued employment in accordance with the terms and conditions of his Employment Agreement through Oct. 1, 2013. Mr. Kusumi's direct reports will transition their reporting responsibilities to the Acting CEO as of the Effective Date. Mr. Kusumi will assist and advise the Acting CEO during the remainder of his employment term with the Company. None of these activities will constitute "Good Reason" under the Employment Agreement. Mr. Kusumi will be nominated for a position on the Company's Board of Directors for the 2013-2014 term to be voted on by the Company's shareholders at the Company's next annual shareholder meeting. About Affirmative Insurance Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a distributor and producer of non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. Non-standard personal automobile insurance policies provide coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources or other factors. Non-standard personal automobile insurance policies generally require higher premiums than standard automobile insurance policies for comparable coverage. The Company's balance sheet at Sept. 30, 2012, showed $349.9 million in total assets, $474.9 million in total liabilities, and a stockholders' deficit of $125 million. For the nine months ended Sept. 30, 2012, the Company had a net loss of $43.6 million on $154.4 million of total revenues, compared with a net loss of $17.4 million on $197.1 million of revenues for the same period of 2012. AGFEED INDUSTRIES: Delays Annual Report for 2012 ------------------------------------------------ AgFeed Industries, Inc., was unable to file its annual report on Form 10-K for the year ended Dec. 31, 2012, within the prescribed time period without unreasonable effort or expense. As previously disclosed, on Jan. 31, 2012, the Company announced that its special committee of the board of directors had completed its investigation into certain accounting issues in the Company's animal nutrition and legacy farm hog operations in China. Also, as previously disclosed, the Company is in the process of restating its unaudited financial statements for the quarters ended March 31 and June 30, 2011, its audited financial statements for the years ended Dec. 31, 2010, 2009, 2008 and 2007 and its unaudited financial statements for all quarters within those years. The Company intends to file the 2012 Form 10-K as soon as practicable, but at this time the Company is unable to predict when it will be in a position to file the 2012 Form 10-K. Because the Company has not completed the closing procedures related to its financial statements as of and for the year ended Dec. 31, 2012, the Company is unable to provide a reasonable estimate of its results of operations for the year ended Dec. 31, 2012. Accordingly, the Company cannot predict whether significant changes will be reflected in its results of operations for the year ended Dec. 31, 2012, compared to the year ended Dec. 31, 2011. As previously disclosed, the Company's unaudited financial statements for the quarters ended March 31 and June 30, 2011, as well as the Company's audited financial statements for the years ended Dec. 31, 2010, 2009, 2008 and 2007 and its unaudited quarterly data for all quarters in those fiscal years, should no longer be relied upon. About Agfeed Industries NASDAQ Global Market Listed AgFeed Industries is an international agribusiness with operations in the U.S. and China. AgFeed has two business lines: animal nutrition in premix, concentrates and complete feeds and hog production. In the U.S., AgFeed's hog production unit, M2P2, is a market leader in setting new standards for production efficiency and productivity. AgFeed believes the transfer of these processes, procedures and techniques will allow its new Western-style Chinese hog production units to set new standards for production in China. China is the world's largest pork market consuming 50% of global production and over 62% of total protein consumed in China is pork. Hog production in China currently enjoys income tax free status. AIDA'S PARADISE: Can Use TD Cash Collateral Until May 15 -------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, in a sixth interim order, authorized Aida's Paradise, LLC, to continue using cash collateral of Secured Creditor TD Bank, N.A., until May 15, 2013, at which time the Court will hold a continued hearing on use of cash collateral. Except as authorized in the order, the Debtor is prohibited from use of cash collateral, including payments to be made to any insider, professional, or accountant. TD Bank will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien. About Aida's Paradise Based in Maitland, Florida, Aida's Paradise LLC owns roughly three acres of developed real property on International Drive in Orlando, Florida. It leases various parcels of the I-Drive Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts (aka Jennifer's Donuts), and CBS Outdoor (which operates an electronic billboard on site). Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 12-00189) on Jan. 6, 2012. Chief Karen S. Jennemann presides over the case. R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, serves as the Debtor's counsel. Terry J. Soifer and Consulting CFO, Inc., serves as its financial advisor. The petition was signed by Dr. Adil R. Elias, manager. Aida's Paradise, LLC, filed a Plan of Reorganization, as amended, which contemplates that the Debtor will continue to manage and lease to tenants its I-Drive properties, and will continue to try to secure a new restaurant tenant. In its amended schedules, the Debtor disclosed assets of $15,015,435 and liabilities of $9,643,768. AIDA'S PARADISE: May 15 Combined Hearing on Reorganization Plan --------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved the Second Amended Disclosure Statement for Aida's Paradise, LLC's Second Amended Plan of Reorganization dated March 21, 2013. A combined Disclosure and Confirmation Hearing will be held on May 15, 2013, at 10:15 a.m. Written acceptances or rejections of the plan, as well as objections to the disclosure statement or to confirmation, are due no later than 7 days before the date of the Confirmation Hearing. The Debtor will file a ballot tabulation no later than 4 days before the date of the Confirmation Hearing. The Administrative Claim Bar Date is 14 days before the date of the Confirmation Hearing. An election pursuant to 11 U.S.C. Section 1111(b) must be filed no later than 7 days before the date of the Confirmation Hearing. According to the disclosure statement, on the Effective Date, Holders of Allowed Administrative Claims will be paid in full. Holders of Allowed Unsecured Priority Tax Claims (except ad valorem tax claims) will be paid, with interest, over a period of 5 years. The Holder of the Class 1 Secured Claim, TD Bank, will retain its lien on the I-Drive Properties, and will receive payments of principal and interest thru and including Oct. 9, 2015, as set forth in the Plan. The Holder of the Class 2 Allowed Secured Property Tax Claim will retain its lien on the I-Drive Properties and be paid in full, with interest, over a period of 5 years. Holders of Allowed general Unsecured Claims in Class 3, which includes the deficiency claim of TD Bank in the amount of $3,272,294.44, will be paid a pro rata portion of the Class Flow Note. Interests in Class 4 will retain their interest in the Debtor in exchange for New Value and, as such are Unimpaired. The Debtor estimates the Class 4 Holders will contribute approximately $5,000 per month through the life of the Plan to meet Plan Payment obligations. The Plan contemplates that the Debtor's current cash flow from the rental income derived from the I-Drive Properties, anticipated rental income for a new Restaurant tenant, and ongoing equity contributions from the Principals, will be sufficient to make payments to all Allowed Classes of Claims. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/aida'sparadise.doc199.pdf About Aida's Paradise Based in Maitland, Florida, Aida's Paradise LLC owns roughly three acres of developed real property on International Drive in Orlando, Florida. It leases various parcels of the I-Drive Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts (aka Jennifer's Donuts), and CBS Outdoor (which operates an electronic billboard on site). Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 12-00189) on Jan. 6, 2012. Chief Karen S. Jennemann presides over the case. R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, serves as the Debtor's counsel. Terry J. Soifer and Consulting CFO, Inc., serves as its financial advisor. The petition was signed by Dr. Adil R. Elias, manager. Aida's Paradise, LLC, filed a Plan of Reorganization, as amended, which contemplates that the Debtor will continue to manage and lease to tenants its I-Drive properties, and will continue to try to secure a new restaurant tenant. In its amended schedules, the Debtor disclosed assets of $15,015,435 and liabilities of $9,643,768. AMC ENTERTAINMENT: S&P Rates New $925 Million Loans 'BB-' --------------------------------------------------------- Standard & Poor's Ratings Services affirmed all ratings on U.S.- based movie exhibitor AMC Entertainment, including the 'B' corporate credit rating on AMC Entertainment Holdings Inc. The outlook is stable. At the same time, S&P assigned AMC Entertainment Inc.'s proposed $775 million term loan due 2020 and $150 million revolving credit facility due 2018 a 'BB-' issue-level rating (two notches higher than the 'B' corporate credit rating on holding company AMC Entertainment Holdings Inc.), 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 transaction extends maturities of the company's senior secured debt (by about two to three years, depending on the facility) and will not affect credit metrics. AMC Entertainment Holdings Inc. is a wholly owned subsidiary of Dalian Wanda Group (unrated), a Chinese private conglomerate. The corporate credit rating reflects S&P's expectation that AMC will continue to have a high tolerance for financial risk, leverage will remain high, and the company's unadjusted EBITDA margin will remain lower than peers'. We have not expressly attributed any credit support from parent company Dalian Wanda, nor assumed any future dividend payout to Wanda. The company's aggressive financial policy and high debt-to-EBITDA ratio underpin our view of AMC's financial profile as "highly leveraged" (based on S&P's criteria). The company's business profile is "weak," given the mature and volatile nature of the movie exhibition industry, the company's dependence on box office performance, and its relatively low unadjusted EBITDA margin. We assess the company's management and governance as "fair." AMC, the No. 2 exhibitor in the U.S., based on screen count, owns, operates, or holds interests in 344 theaters with 4,988 screens as of Dec. 31, 2012. AMC has the No. 1 or No. 2 market share in 20 of the top 25 U.S. markets, aiding capacity utilization and profitability. However, the company's unadjusted EBITDA margin, in the mid to high-teens, is below that of its peers, at about 20%, because of high-cost leases, reflecting its heavy reliance on costly lease financing in major urban and other markets. AMC's earnings before interest, taxes, depreciation, amortization, and rent (EBITDAR) margin, which is in the low- to mid-30% area, is comparable with those of peers. Like other exhibitors, the company is exposed to the risk of increased competition from the proliferation of entertainment alternatives such as iTunes and Netflix. In addition, S&P sees the risk that longer-term performance could suffer from studios releasing films to premium video-on-demand platforms within the traditional theatrical release window. AMC has a number of money-losing theaters, and S&P do not expect the company will be able to completely exit these over the near term in an economic manner. Moreover, S&P expects adverse structural trends in the industry could lead to more theaters becoming less profitable, especially those with more than 24 screens. Among rated exhibitors, AMC has the highest number of average screens per theater, at 14.5 as of Dec. 31, 2012. AMERICAN AIRLINES: Execs Mulled Merger Months Before Bankruptcy --------------------------------------------------------------- Susan Carey and Jack Nicas, writing for The Wall Street Journal, report that US Airways Group Inc. and American Airlines parent AMR Corp., on Monday filed a voluminous registration statement about their planned merger with the Securities and Exchange Commission. In the 561-page SEC Form S-4, the companies revealed there had been fleeting mentions by AMR executives about a combination in the months before AMR filed for bankruptcy-court protection in late 2011. According to the SEC filing, AMR's November 2011 bankruptcy filing triggered US Airways' interest in a combination and the smaller airline hired legal and investment advisers and began to study the prospect seriously and discuss the idea with AMR creditors and other stakeholders. But AMR had turned cool to the notion because it was "completely focused" on its restructuring. 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: Court Denies $19.9MM Severance Payment to CEO ---------------------------------------------------------------- Judge Sean Lane of the U.S. Bankruptcy Court for the Southern District of New York denied approval of the $19.9 million severance payment for AMR Corp.'s Chief Executive Officer Tom Horton. In an order formally approving AMR's $11 billion merger with US Airways Group Inc., Judge Lane said the severance payment is not allowed under the federal bankruptcy code, referring to Section 503(c) that was added to the Bankruptcy Code in 2005 to limit executive compensation. AMR's lawyers had defended the proposed payment, saying it wouldn't be paid until the closing of the merger, and that it is the new company and not AMR which would pay the chief executive. Judge Lane, however, wasn't convinced. "Of course, the Debtors are correct in noting that the payment technically will not come from the Debtors' estate. But that is somewhat of a legal fiction," he said in the 20-page order. "It is clear that the severance payment relates to Mr. Horton's employment at AMR, where he currently serves as CEO, and not from Newco, which does not yet exist and where Mr. Horton will take on a new position only after the merger is finalized and the proposed severance is paid," the judge said. In response to AMR's suggestion at the hearing for an amendment to the merger agreement to say that the board of the combined airline would vote on the severance payment, Judge Lane said that the company after the merger would be beyond the federal bankruptcy code. "It is unclear what purpose would be served by the court's approval of the severance if Newco could later veto the severance through a vote of its board," he said. "Indeed, under this proposed amendment, there is little reason for the court to be involved at all." A copy of Judge Lane's April 11 order is available without charge at http://bankrupt.com/misc/AMR_MemoMerger041113.pdf Under the $11 billion deal, equity in the combined company will be split, with 72% to AMR's stakeholders and creditors and 28% to US Airways shareholders. US Airways Chief Executive Doug Parker will run the combined company as CEO while AMR CEO Tom Horton will serve as chairman through the first annual meeting of shareholders. The merged company, which would operate under the American Airlines name, is expected to generate more than $1 billion in annual saving by 2015. The merger will take effect through a restructuring plan that has not been proposed yet. AMR has a May 29 deadline for filing the restructuring plan, and a July 29 deadline for soliciting votes from creditors. To recall, the U.S. Trustee objected to the $19.9 million severance payment to Mr. Horton, arguing that severance payments to CEOs cannot be more than 10 times the average severance pay for non-management employees during the year in which the payment is going to be made. Door Open for CEO Bonus Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that when AMR received the bankruptcy court's blessing in March for the proposed merger with US Airways Group Inc., U.S. Bankruptcy Judge Sean Lane declined to approve a $20 million severance award for departing Chief Executive Thomas Horton. According to the report, in an opinion filed April 11, the judge left the door open for AMR to try for approval of the severance once again when a reorganization plan comes up for approval. The U.S. Trustee said the payment ran afoul of a provision in bankruptcy law prohibiting severance awards for senior managers except in limited circumstances that weren't applicable. The parent of American Airlines Inc. argued unsuccessfully that the prohibition didn't apply because the payment would come from the merged and reorganized airlines after emerging from bankruptcy. Judge Lane handed down a 20-page opinion explaining why approving the severance award wasn't possible at this juncture. Referring the reorganization of Journal Register Co., Judge Lane left the door open for AMR to propose the severance award as part of the forthcoming reorganization plan. The judge said a different standard applies to court approval when senior management severances are part of a plan where creditors vote. AMR is yet to file the definitive reorganization plan and accompanying disclosure materials. The plan will allow existing AMR shareholders to receive 3.5% or more of the stock in the merged companies. 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 OK for Sale-Leaseback of 11 Boeing Planes ----------------------------------------------------------------- AMR Corp. won court approval to implement a sale and simultaneous leaseback of up to 11 Boeing 737-823 planes with Next Generation Aircraft Purchase Limited and AerCap Ireland Limited. The Boeing planes are scheduled to be delivered by The Boeing Co. to the company's regional carrier American Airlines Inc. between April and October 2013. AMR did not disclose the purchase price for the aircraft in court papers, which it filed under seal to protect confidential information. 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: Seeks to Hire K&L Gates as Special Counsel ------------------------------------------------------------- AMR Corp. asked the U.S. Bankruptcy Court in Manhattan to approve the hiring of K&L Gates LLP as special counsel. Since AMR's bankruptcy filing, K&L Gates has provided legal services related to various tax issues as well as governance issues related to the company's merger with US Airways Group Inc. K&L Gates' fees exceeded the monthly cap for "ordinary course" professionals, prompting AMR to file an application to hire the firm pursuant to Section 327 of the U.S. Bankruptcy Code. K&L Gates will charge for its services on an hourly basis in one- tenth hour increments. Its current hourly rates range from $490 to $825 for partners, $260 to $415 for associates, and $220 for paraprofessionals. The firm will also receive reimbursement for work-related expenses. Mary Korby, Esq., a partner at K&L Gates LLP, disclosed in court papers that the firm does not represent interest adverse to AMR. A court hearing is scheduled for April 23. Objections are due by April 16. 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: Reviewing Pacts With Regional Carriers --------------------------------------------------------- AMR Corp. seeks additional time to decide on whether to assume or reject 10 contracts. The contracts are leases of non-residential real properties, which the company's regional carriers entered into with the AllianceAirport Authority Inc., Metropolitan Nashville Airport Authority, City of Los Angeles, City & County of San Francisco and Puerto Rico Port Authority. The contracts are listed at http://is.gd/0pFOkA 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 EQUITY: Fitch Affirms 'BB+' Issuer Default Rating ---------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating (IDR) of American Equity Investment Life Holding Company (AEL) at 'BB+' and the Insurer Financial Strength (IFS) ratings of its insurance operating subsidiaries American Equity Investment Life Insurance Company (AEILIC) and American Equity Investment Life Insurance Company of New York at 'BBB+'. The Rating Outlook is Stable. Key Rating Drivers The affirmation reflects high credit quality within AEL's bond portfolio, good operating results, adequate risk-adjusted capitalization and strong competitive position in the fixed indexed annuity market. The rating also reflects AEL's high, albeit declining financial leverage, above average exposure to interest rate risk and lack of diversification in earnings and distribution. Fitch considers AEL's bond portfolio to be of above-average credit quality. At Dec. 31, 2012, the company's investment portfolio was constructed primarily of investment-grade fixed income securities. A high level of liquidity in the company's bond portfolio is supported by an above average allocation to publicly traded bonds. The company's investment portfolio has historically been significantly exposed to callable U.S. government-sponsored agency securities, which shortened the option-adjusted duration of the company's assets and increased the company's exposure to reinvestment rate risk. This exposure was reduced considerably in 2012. Fitch views the NAIC risk based capital (RBC) ratio as of AEL's primary insurance subsidiary, American Equity Investment Life Insurance Company (AEILIC), to be adequate for the rating category. For Dec. 31, 2012, RBC was 332%, down from its year end 2011 level of 346%. Fitch anticipates that AEILIC's 2013 RBC ratio will be maintained above 300% as internally generated capital will be partially offset by continued strong sales growth and increased credit risk as the company continues a shift in its portfolio allocation from federal agency securities to corporate bonds. Based on the company's strong sales trends, Fitch believes that AEL may need to manage sales growth and/or further access reinsurance markets in the future given the strain new fixed indexed annuity sales have on risk-based capital. AEL's financial leverage was 36% at Dec. 31, 2012, which is down from 39% at Dec. 31, 2011, but is considered high by Fitch, and is the primary factor in the extra notch in the company's IDR from its IFS rating. Fitch anticipates the company's financial leverage will continue to gradually decline over the next couple of years. Although the company does not have a stated maturity of debt until September 2015, it is exposed to a potential 'put' of its 2024 and 2029 notes totaling $144 million on Dec. 15, 2014. AEL's above average interest rate risk reflects the company's focus on spread based annuity products, particularly fixed indexed annuities. The near-term concern is the ongoing low interest rate environment, which is challenging the company in terms of maintaining its interest rate spreads. This concern has been amplified somewhat by its dwindling, yet still significant allocation to U.S. government agency callable securities. Although this risk has declined in 2012 as the company limited the reinvestment of redemption proceeds in such securities, Fitch believes that the lower rates at which the redemption proceeds have been reinvested or held in cash equivalents have accelerated the decline of the overall yield earned on the company's fixed income portfolio. From a longer-term perspective, as AEL's book of business matures, the occurrence of a rapid increase in interest rates could have an adverse effect on its financial position, as it could result in a sharp increase in surrenders while the value of its largely fixed rate investments decline in market value. Positively, Fitch notes that AEL's book of business currently exhibits strong protection in terms of significant surrender charges to help offset the cost to the company of early policy terminations. AEL is headquartered in West Des Moines, Iowa and reported total GAAP assets of $35.1 billion and equity of $1.7 billion at Dec. 31, 2012. AEILIC, the main operating subsidiary of AEL, is also headquartered in West Des Moines and had statutory total adjusted capital of $1.7 billion at Dec. 31, 2012. Rating Sensitivities The key rating triggers that could result in an upgrade include: -- Enhanced capitalization with RBC above 350% on a sustained basis. The key rating triggers that could result in a downgrade include: -- A reduction in capitalization with RBC below 300%; -- A sustained deterioration in operating results such that interest coverage is below 3x; -- Significant increase in lapse/surrender rates; -- Inability to maintain sufficient parent company liquidity to fund any potential forced repurchase of outstanding notes payable; -- Unexpected spike in credit related impairments; -- Financial leverage above 50%. The key rating triggers that could result in a narrowing of notching between the IDR of AEL and the IFS of AEILIC include: -- A sustainable decline in financial leverage below 30%; -- Sustained GAAP EBIT-based interest coverage above 8x. Fitch has affirmed these ratings with a Stable Outlook: American Equity Investment Life Holding Company -- IDR at 'BB+'; -- 3.50% senior convertible debentures due 2015 at 'BB'; -- 5.25% senior convertible debentures due 2024 at 'BB'; -- 5.25% senior convertible debentures due 2029 at 'BB'; -- Trust preferred securities at 'B+'. American Equity Investment Life Insurance Company -- IFS at 'BBB+'. American Equity Investment Life Insurance Company of New York -- IFS at 'BBB+'. AMERICAN POWER: Obtains $2.7-Mil. From Issuance of Add'l Units -------------------------------------------------------------- American Power Group Corporation had previously granted the investors in its April 2012 private placement of 821.6 units the right, exercisable at any time before March 31, 2013, to purchase up to approximately 274 additional Units under the same terms. As of March 29, 2013, the investors had exercised their right to acquire all of the additional Units, for additional gross proceeds to the Company of approximately $2,738,000. Each Unit had a purchase price of $10,000 and consisted of one share of 10% Convertible Preferred Stock and one warrant to purchase 25,000 shares of the Company's Common Stock. Each share of Preferred Stock is initially convertible into 25,000 shares of Common Stock. The issuance of the Preferred Stock and the Warrants upon the exercise of these rights was exempt from registration under the Securities Act of 1933, as amended, pursuant to an exemption provided by Section 4(2) of the Securities Act. About American Power Group American Power Group's alternative energy subsidiary, American Power Group, Inc., provides a cost-effective patented Turbocharged Natural GasTM conversion technology for vehicular, stationary and off-road mobile diesel engines. American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and compressed natural gas; (3) diesel fuel and pipeline or well-head gas; and (4) diesel fuel and bio-methane, with the flexibility to return to 100% diesel fuel operation at any time. The proprietary technology seamlessly displaces up to 80% of the normal diesel fuel consumption with the average displacement ranging from 40% to 65%. The energized fuel balance is maintained with a proprietary read-only electronic controller system ensuring the engines operate at original equipment manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models and end-market applications require no engine modifications unlike the more expensive invasive fuel-injected systems in the market. See additional information at: www.americanpowergroupinc.com. American Power incurred a net loss available to common shareholders of $14.66 million for the year ended Sept. 30, 2012, compared with a net loss available to common shareholders of $6.81 million during the prior year. The Company's balance sheet at Sept. 30, 2012, showed $9.08 million in total assets, $4.11 million in total liabilities and $4.97 million in total stockholders' equity. The Company's balance sheet at Dec. 31, 2012, showed $8.82 million in total assets, $4.41 million in total liabilities and $4.41 million in total stockholders' equity. AMPAL-AMERICAN: Seven Directors, Four Officers Resign ----------------------------------------------------- In connection with Ampal-American Israel Corporation's voluntary petition for relief commenced on Aug. 29, 2012, under Chapter 11 (Case No. 12-13689) of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York, the Company entered into a stipulation together with all the members of the Board of Directors of the Company other than Yosef A. Maiman, and the officers of the Company other than Yosef A. Maiman, by and through their respective counsel. At a meeting on March 28, 2013, the Board agreed to certain actions relating to the governance of the Company, including modifying the size of the Board and electing replacement directors, in each case subject to the approval of the Stipulation by the Bankruptcy Court. In connection with the Stipulation, on March 28, 2013, the Company was notified in writing that the following directors were resigning from their positions as directors of the Company, effective upon the earlier of (i) the appointment by the Bankruptcy Court of a Chief Restructuring Officer, Trustee, or other independent fiduciary to lead the Company or (ii) April 9, 2013, at 23:59 pm (Tel Aviv time): Revital Degani, Irit Eluz, Leo Malamud, Erez Meltzer, Menahem Morag, Sabih Saylan and Daniel Vaknin. Additionally, the Company was notified on March 28, 2013, that the following officers were resigning from their positions as officers of the Company, as of the Effective Date: Nir Bernstein, Irit Eluz, Yoram Firon and Amit Mantsur. About Ampal-American Ampal-American Israel Corporation -- http://www.ampal.com/-- acquired interests primarily in businesses located in Israel or that are Israel-related. Ampal-American filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29, 2012, to restructure the Company's Series A, Series B and Series C debentures. Bankruptcy Judge Stuart M. Bernstein presides over the case. Ampal-American sought bankruptcy protection in the U.S. because bankruptcy laws in Israel would lead to the Company's liquidation. Michelle McMahon, Esq., at Bryan Cave LLP, serves as the Debtor's counsel. Houlihan Lokey serves as investment banker. The petition was signed by Irit Eluz, chief financial officer, senior vice president. The Company scheduled $290,664,095 in total assets and $349,413,858 in total liabilities. A three-member official committee of unsecured creditors is represented by Brown Rudnick as counsel. AMPAL-AMERICAN: Delays 2012 Form 10-K for Liquidity Issues ---------------------------------------------------------- Ampal-American Israel Corporation was unable to file its annual report on Form 10-K for its fiscal year ended Dec. 31, 2012, within the prescribed time period without unreasonable effort or expense due to the fact that the engagement of the Company's auditors had not been sought from the Court due to unresolved short term liquidity issues. The Company anticipates that it will not be able to complete its financial statements and file the Form 10-K by April 15, 2013, and it cannot make any further assurances as to when it will complete and file the Form 10-K. The Company cannot estimate at this time if there will be a significant change in the results of operations for the year ended Dec. 31, 2012, as compared to the prior fiscal year ended Dec. 31, 2011. Because of the ongoing work associated with the bankruptcy filing, the Company was unable to complete the preparation of its financial statements and the audit process has not yet begun. As a result, the Company is currently unable to provide a reasonable estimate of its results of operations for the fiscal year ended Dec. 31, 2012. About Ampal-American Ampal-American Israel Corporation -- http://www.ampal.com/-- acquired interests primarily in businesses located in Israel or that are Israel-related. Ampal-American filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29, 2012, to restructure the Company's Series A, Series B and Series C debentures. Bankruptcy Judge Stuart M. Bernstein presides over the case. Ampal-American sought bankruptcy protection in the U.S. because bankruptcy laws in Israel would lead to the Company's liquidation. Michelle McMahon, Esq., at Bryan Cave LLP, serves as the Debtor's counsel. Houlihan Lokey serves as investment banker. The petition was signed by Irit Eluz, chief financial officer, senior vice president. The Company scheduled $290,664,095 in total assets and $349,413,858 in total liabilities. A three-member official committee of unsecured creditors is represented by Brown Rudnick as counsel. AMTS AIRCRAFT: AeroCare Emerges From Chapter 11 ----------------------------------------------- Angela Gonzales, writing for Phoenix Business Journal, reports that AeroCare Medical Transport System has emerged from Chapter 11 bankruptcy after a year of restructuring. AeroCare restructured its $4.4 million senior secured loan with First National Bank of Omaha and its $1.5 million aircraft loan with Fifth Third Bank. AeroCare emerged with more than 100 jobs, the report says. According to the report, the Chicago-based air ambulance company wasn't able to work out payments with lenders and was forced into bankruptcy. The report relates the company had overinvested in Florida-based airplanes with plans to provide emergency patient evacuations prior to hurricanes. Since then, not many hurricanes have been hitting that state. With high costs, the air ambulance provider couldn't pay its bills. According to the report, Nicholas Miller, Esq., a partner with Neal Gerber, said the company was able to show lenders over time it was healthy, but needed a bit of balance sheet restructuring. "Over a period of a year, we gained more and more confidence from the lenders that were not willing to sign on to our plan at the beginning, and at the end became one of our biggest supporters," Mr. Miller said. Air ambulance operator AMTS Aircraft Holdings, LLC, based in Sugar Grove, Illinois, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-10345) in Chicago on March 15, 2012. Judge Carol A. Doyle oversaw the case. Nicholas M. Miller, Esq. -- nmiller@ngelaw.com -- at Neal, Gerber & Eisenberg LLP, served as counsel. AMTS estimated $1 million to $10 million in both assets and debts in its petition. Affiliates that filed separate petitions on the same day are: Entity Case No. Petition Date ------ -------- ------------- R&J Aviation, Inc. 12-10348 03/15/12 R & M Aviation, Inc. dba AeroCare Medical Transport Sys 12-10343 03/15/12 Assets: $1,000,001 to $10,000,000 Debts: $1,000,001 to $10,000,000 The petitions were signed by Joseph D. Cece, president and CEO. AMTS's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ilnb12-10345.pdf R & M Aviation's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ilnb12-10343.pdf ARINC INC: S&P Lowers CCR to 'B+'; Outlook Stable -------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its corporate credit rating on ARINC Inc. to 'B+' from 'BB-'. The outlook is stable. At the same time, S&P lowered its issue-level ratings on the company's first-lien debt to 'BB-' from 'BB' with a recovery rating of '2' (indicating S&P's expectation for substantial [70%-90%] recovery in a payment default scenario) and lowered the ratings on its second-lien debt to 'B-' from 'B' with a recovery rating of '6' (indicating S&P's expectations of negligible [0%-10%] recovery). The downgrade reflects updated criteria that effectively cap S&P's rating on ARINC at 'B+' under its current ownership (private- equity firm The Carlyle Group wholly owns ARINC). Standard & Poor's recently published "Companies Owned By Financial Sponsors: Rating Methodology," which stipulates that sponsor-owned companies that are not publicly traded, with a combination of an "aggressive" financial risk profile and a "fair" business risk profile, cannot be rated higher than 'B+' unless the company is partly insulated from its financial-sponsor owner, which S&P believes ARINC is not. "We view ARINC's business risk profile as "fair" based on its leading, often dominant, market positions in the transportation services business, which the cyclical nature of the industry offsets," said Standard & Poor's credit analyst Chris Mooney. We assess the company's financial risk profile as "aggressive," which factors in somewhat better than average credit metrics compared with other sponsor-owned companies. Debt to EBITDA was about 4x in 2012, and funds from operations (FFO) to debt was 20%, excluding earnings and cash flow from a portion of the company that was divested in November 2012. S&P expects earnings growth stemming from healthy commercial transportation demand to result in modest credit metric improvement over the next year. The outlook is stable. Continued growth in the commercial aviation markets should result in earnings growth over the next 12 months, offsetting any weakness in defense demand. S&P could lower the ratings if a large debt-financed dividend or, less likely, a deterioration in operating performance stemming from weakness in commercial aviation markets or from the loss of government contracts results in debt to EBITDA rising to more than 5x and FFO to debt declining to below 12% for a sustained period. According to S&P's criteria, the company's ownership by a private- equity firm and the potential for a debt-financed dividend or other transaction that could significantly increase leverage eliminates the possibility of an upgrade under the current ownership structure. ARTE SENIOR: Wants Access to Cash Collateral Until June 30 ---------------------------------------------------------- Arte Senior Living LLC asks the U.S. Bankruptcy Court for the District of Arizona for authorization to use cash collateral generated by the Debtor' Property through and including June 30, 2013. The Debtor previously obtained the consent of its secured lender, SMA Issuer I, LLC, to use cash collateral to pay for the ordinary and necessary operating expenses of the Debtor's property through March 30, 2013. However, SMA has declined to consent to such use past March 30, 2013. Arte Senior tells the Court that the use of the Income to operate and maintain the Property will preserve SMA's interest and protect against any decrease in the value of its collateral. This, the Debtor says, is sufficient protection of SMA's interest. About Arte Senior Living Arte Senior Living L.L.C. owns and operates an independent and assisted living facility, known generally as the Arte Resort retirement community, located at 11415 North 114th Street, in Scottsdale, Arizona. The Property consists of 128,514 square feet of rentable living space. The Property is managed by Encore Senior Living. Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-14993) in Phoenix on July 5, 2012. The Debtor estimated assets and liabilities of $10 million to $50 million. Judge George B. Nielsen Jr. oversees the case. John J. Hebert, Esq., at Polsinelli Shughart, P.C., serves as counsel to the Debtor. Syble Oliver appointed as patient care ombudsman. SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg Traurig, LLP. The Debtor disclosed $52,317,766 in assets and $34,411,296 in liabilities as of the Chapter 11 filing. ARTE SENIOR: Status Hearing on Plan Confirmation Set for April 25 ----------------------------------------------------------------- A status hearing on confirmation of the Plan submitted by Arte Senior Living LLC will be held on April 15, 2013, at 9:00 a.m. As reported in the TCR on March 19, 2013, the Debtor's First Amended Plan of Reorganization, dated Dec. 11, 2012, as modified on Feb. 25, 2013, impairs allowed unsecured claims. The Allowed Unsecured Claims in this Class will share, pro rata among themselves and with SMA Portfolio Owner, L.L.C.'s Allowed Unsecured Claim in Class 3-A, in a distribution of the sum of $100,000. SMA, the secured lender, will also have an allowed secured claim, in the approximate amount of $34,262,661, to be paid in full with interest. SMA will retain its existing lien on the property known as the Arte resort retirement community located at 11415 North 114th Street, in Scottsdale, Arizona. A full-text copy of the Debtor's Feb. 25 version of the Plan is available for free at: http://bankrupt.com/misc/ARTESENIOR_plan0225.pdf About Arte Senior Living Arte Senior Living L.L.C. owns and operates an independent and assisted living facility, known generally as the Arte Resort retirement community, located at 11415 North 114th Street, in Scottsdale, Arizona. The Property consists of 128,514 square feet of rentable living space. The Property is managed by Encore Senior Living. Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-14993) in Phoenix on July 5, 2012. The Debtor estimated assets and liabilities of $10 million to $50 million. Judge George B. Nielsen Jr. oversees the case. John J. Hebert, Esq., at Polsinelli Shughart, P.C., serves as counsel to the Debtor. Syble Oliver appointed as patient care ombudsman. SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg Traurig, LLP. The Debtor disclosed $52,317,766 in assets and $34,411,296 in liabilities as of the Chapter 11 filing. ARTE SENIOR: SMA Competing Plan Offers Unsecureds 100% ------------------------------------------------------ Secured Creditor SMA Issuer I LLC filed on April 4, 2013, a Plan of Reorganization for Debtor Arte Senior Living LLC. Under the Plan, SMA's Allowed Secured Claim (Class 2-A), and SMA's Allowed Unsecured Claim (Class 3-A) and Interest Holders (Class 4) are Impaired. Allowed Unsecured Claims of Creditors (Class 3-C) is Unimpaired. As contemplated in the Plan, on the Effective Date, all Interests in the Debtor will be cancelled. On the Effective Date, all membership interests in the Reorganized Debtor will be issued to SMA, or an entity designated by SMA, in full satisfaction of SMA's Allowed Secured Claim. SMA will receive no distribution on account of its Class 3-A Allowed Unsecured Claim. Holders of Allowed Unsecured Claims in Class 3-C will each receive a distribution of 100% of their Allowed Unsecured Claims as soon as reasonably practicable following the Effective Date of the Plan. A copy of SMA's Plan is available at: http://bankrupt.com/misc/artesenior.doc185.pdf About Arte Senior Living Arte Senior Living L.L.C. owns and operates an independent and assisted living facility, known generally as the Arte Resort retirement community, located at 11415 North 114th Street, in Scottsdale, Arizona. The Property consists of 128,514 square feet of rentable living space. The Property is managed by Encore Senior Living. Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-14993) in Phoenix on July 5, 2012. The Debtor estimated assets and liabilities of $10 million to $50 million. Judge George B. Nielsen Jr. oversees the case. John J. Hebert, Esq., at Polsinelli Shughart, P.C., serves as counsel to the Debtor. Syble Oliver appointed as patient care ombudsman. SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg Traurig, LLP. The Debtor disclosed $52,317,766 in assets and $34,411,296 in liabilities as of the Chapter 11 filing. AS SEEN ON TV: Registers 5 Million Common Shares Under Plans ------------------------------------------------------------ As Seen On TV, Inc., filed with the U.S. Securities and Exchange Commission a Form S-8 registration statement for the purpose of registering: (i) 2,880,068 shares of the common stock of the Company issuable pursuant to outstanding equity awards assumed by the Company in connection with the Company's acquisition of eDiets.com, Inc., which were outstanding under the Diets.Com Amended and Restated Equity Incentive Plan, and the eDiets.com, Inc. Stock Option Plan; and (ii) 2,243,695 shares of common stock available for future equity awards pursuant to the 2010 Plan. A copy of the Form S-8 prospectus is available at: http://is.gd/WONwfS About As Seen on TV Clearwater, Fla.-based As Seen On TV, Inc., is a direct response marketing company. It identifies, develops, and markets consumer products. The Company reported a net loss of $8.07 million for the year ended March 31, 2012, compared with a net loss of $6.97 million during the prior fiscal year. The Company's balance sheet at Sept. 30, 2012, showed $9.74 million in total assets, $23.42 million in total liabilities and a $13.68 million total stockholders' deficiency. As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into an Agreement and Plan of Merger with eDiets Acquisition Company ("Merger Sub"), eDiets.com, Inc., and certain other individuals. Pursuant to the Merger Agreement, Merger Sub will merge with and into eDiets.com, and eDiets.com will continue as the surviving corporation and a wholly-owned subsidiary of the Company. AXESSTEL INC: Obtains $2.2 Million Term Loan From Silicon Valley ---------------------------------------------------------------- Axesstel has secured a three year $2.25 million term loan with Silicon Valley Bank. The company entered into an amendment of its $7 million accounts receivable credit facility to include provision of the term loan. Additional details concerning the amendment and the term loan are contained in the company's Current Report on Form 8-K filed with the SEC, a copy of which is available for free at http://is.gd/ruyw5q Patrick Gray, chief financial officer of Axesstel, said, "The addition of this term loan is one more step in the company's drive to improve its working capital position. Teaming with Silicon Valley Bank, we have been able to significantly reduce our cost of borrowing on our accounts receivable credit facility, and have now secured this term loan to expand our capital base, all without dilution to our stockholders." "We are pleased to extend this term loan to support the growth of Axesstel's business," said Frederick "Buzz" Kreppel, senior relationship manager for Silicon Valley Bank. "We appreciate that Axesstel has chosen Silicon Valley Bank for its banking needs, and that we have this opportunity to extend our relationship with the company." About Axesstel Axesstel Inc., based in San Diego, Calif., develops fixed wireless voice and broadband access solutions for the worldwide telecommunications market. The Company's product portfolio includes fixed wireless phones, wire-line replacement terminals, and 3G and 4G broadband gateway devices used to access voice calling and high-speed data services. Axesstel disclosed net income of $4.31 million for the year ended Dec. 31, 2012, as compared with net income of $1.09 million during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $18.16 million in total assets, $25.12 million in total liabilities, and a $6.96 million total stockholders' deficit. AXION INTERNATIONAL: Reports $4.3 Million in Revenue for 2012 ------------------------------------------------------------- AXION International Holdings, Inc., reported $5.3 million in revenues for the year ended Dec. 31, 2012, a 37% increase over revenues of $3.9 million for the year ended Dec. 31, 2011. Loss from operations narrowed 15% to $5.7 million in 2012 from $6.7 million in 2011. Net loss attributable to common shareholders in 2012 narrowed 41% to $7.1 million or $0.27 per basic and diluted share compared to a net loss attributable to common shareholders of $12 million or $0.49 per basic and diluted share in 2011. "2012 was a year of growth and achievements for AXION on many levels including solid revenue growth, shipments to 33 customers, 22 of which were new customers, and $45 million in sales opportunities that we have identified and are currently pursuing. During 2012, we continued to receive repeat orders from existing customers as well as trial orders from new customers for both our ECOTRAXTM rail ties and STRUXURETM building products. Based on the rate at which we are selling to new customers combined with the rate at which current customers are submitting new orders, we look forward to a year of strong growth in 2013," stated AXION's President and CEO Steve Silverman. "One of the most significant developments of 2012 was our achievement in advancing our proprietary composite materials technology. We raised the bar on our internal composite rail tie standards to what we believe to be levels previously unseen in the industry and we are consistently manufacturing to this level. This is a very significant development which has impacts on AXION, our customers, and we believe, the entire rail industry," Silverman stated. A copy of the press release is available for free at: http://is.gd/rvBr09 The Company subsequently amended the press release to include the transcript of the 2012 year end financial results conference call held on April 1, 2013, a copy of which is available for free at: http://is.gd/rSncGy About Axion International New Providence, N.J.-based Axion International Holdings, Inc. (OTC BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee of patented and patent-pending technologies developed for the production of structural plastic products such as railroad crossties, pilings, I-beams, T-Beams, and various size boards including a tongue and groove design that are utilized in multiple engineered design solutions such as rail track, rail and tank bridges (heavy load), pedestrian/park and recreation bridges, marinas, boardwalks and bulk heading to name a few. RBSM LLP, in New York, the auditor, issued a going concern qualification each in the Company's financial statements for the years ended Dec. 31, 2010, and 2011. RBSM LLP noted that the Company has incurred significant operating losses in current year and also in the past. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern, it said. Axion International reported a net loss of $9.93 for the 12 months ended Dec. 31, 2011, compared with a net loss of $7.10 million for the 12 months ended Sept. 30, 2010. The Company's balance sheet at Sept. 30, 2012, showed $6.97 million in total assets, $8.10 million in total liabilities, $5.86 million in 10% convertible preferred stock, and a $6.99 million total stockholders' deficit. BANYAN RAILWAY: Gary Marino Discloses 59.8% Stake at March 19 ------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Banyan Holdings LLC disclosed that, as of March 19, 2013, it beneficially owns 3,664,799 shares of common stock of Banyan Rail Services Inc. representing 59.5% of the shares outstanding. Gary O. Marino beneficially owns 3,714,799 common shares or 59.8% equity stake. On March 19, 2013, Banyan Holdings acquired 564,110 shares of Common Stock in exchange for the cancellation of a loan payable in the amount of $225,000 and the advances of $186,800 from Banyan Holdings to the Company. A copy of the regulatory filing is available for free at: http://is.gd/cluApQ Boca Raton, Florida-based Banyan Rail Services Inc. owns 100% of the common stock of The Wood Energy Group, Inc. Wood Energy engages in the business of railroad tie reclamation and disposal, principally in the south and southwest. The Company's balance sheet at Dec. 31, 2012, showed $3.14 million in total assets, $5.99 million in total liabilities and a $2.85 million total stockholders' deficit. DaszkalBolton LLP, in Boca Raton, FL, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. "The Company has a net capital deficiency and continues to experience recurring losses and negative cash flows from operations. In addition, subsequent to December 31, 2012, the operating subsidiary of the Company filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court Southern District of Florida, which consequently was converted to a case under Chapter 7 of the Bankruptcy Code. These matters raise substantial doubt about the Company's ability to continue as a going concern." BBX CAPITAL: Invests $71MM in Woodbridge for 46% Equity Interest ---------------------------------------------------------------- BBX Capital Corporation, on April 2, 2013, entered into a Purchase Agreement with Woodbridge and BFC Financial Corporation. Under the terms of the Agreement, the Company agreed to invest $71.75 million in Woodbridge in exchange for a 46% equity interest in Woodbridge. The investment was contemplated by the parties in connection with the financing of, and was conditioned upon the consummation of, Woodbridge's acquisition of Bluegreen Corporation pursuant to the Agreement and Plan of Merger, dated as of Nov. 14, 2012, by and among BFC, Woodbridge, BXG Florida Corporation and Bluegreen. On April 2, 2013, the Company consummated its investment in Woodbridge in connection with the completion of Woodbridge's acquisition of Bluegreen. Pursuant to the terms of the Agreement, the Company invested $71.75 million in Woodbridge contemporaneously with the closing of the Merger in exchange for a 46% equity interest in Woodbridge. BFC holds the remaining 54% of Woodbridge's outstanding equity interests. The Company's investment in Woodbridge consisted of $60 million in cash and a promissory note in Woodbridge's favor in the principal amount of $11.75 million. The Note has a term of five years, accrues interest at a rate of 5% per annum and provides for the Company to make payments of interest only on a quarterly basis during the term of the Note, with all outstanding amounts being due and payable at the end of the five-year term. In connection with the Company's investment in Woodbridge, the Company and BFC entered into an Amended and Restated Operating Agreement of Woodbridge, which sets forth the Company's and BFC's respective rights as members of Woodbridge and provides for, among other things, unanimity on certain specified "major decisions" and distributions to be made on a pro rata basis in accordance with the Company's and BFC's percentage equity interests in Woodbridge. The total amount of the investment was determined through negotiations between the Company's special committee and BFC, and based on factors considered by them to be appropriate, including the total consideration to be paid to Bluegreen's shareholders in the Merger, available cash at the Company and the outstanding balance of Woodbridge's junior subordinated debt. BFC currently owns shares of the Company's Class A Common Stock and Class B Common Stock representing in the aggregate approximately 75% of the total voting power of the Company. Alan B. Levan, BFC's Chairman, Chief Executive Officer and President, and John E. Abdo, BFC's Vice Chairman, serve as Chairman and Chief Executive Officer of the Company and Vice Chairman of the Company, respectively. Jarett S. Levan, the son of Mr. Alan Levan, serves as a director and Executive Vice President of BFC and as a director and President of the Company. In addition, John K. Grelle serves as Executive Vice President and Chief Financial Officer of both BFC and the Company, and Seth M. Wise serves as a director and Executive Vice President of BFC and as Executive Vice President of the Company. In light of those relationships, the Company's investment in Woodbridge, including the agreements and instruments relating thereto, was negotiated and approved, in consultation with its advisors, by a special committee of the Company's Board of Directors comprised solely of independent directors, and subsequently approved by the Company's full Board of Directors. Meanwhile, on April 2, 2013, Keith Cobb provided notice to the Company of his resignation from the Company's Board of Directors. Mr. Cobb's resignation was effective April 3, 2013. BBX Capital BBX Capital (NYSE: BBX), formerly known as BankAtlantic Bancorp,is a diversified investment and asset management company. The business of BBX Capital includes real estate ownership, direct acquisition and joint venture equity in real estate, specialty finance, and the acquisition of controlling and non controlling investments in operating businesses. BankAtlantic reported a net loss of $28.74 million in 2011, a net loss of $143.25 million in 2010, and a net loss of $185.82 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $488.35 million in total assets, $233.62 million in total liabilities and $254.72 million in total stockholders' equity. * * * As reported by the TCR on March 1, 2011, Fitch has affirmed its current Issuer Default Ratings for BankAtlantic Bancorp and its main subsidiary, BankAtlantic FSB at 'CC'/'C' following the announcement regarding the regulatory order with the Office of Thrift Supervision. BankAtlantic has announced that it has entered into a Cease and Desist Order with the OTS at both the bank and holding company level. The regulatory order includes increased regulatory capital requirements, limits to the size of the balance sheet, no new commercial real estate lending and improvements to its credit risk and administration areas. Furthermore, the holding company must also submit a capital plan to maintain and enhance its capital position. BERNARD L MADOFF: AG Schneiderman's Merkin Settlement Can Proceed ----------------------------------------------------------------- U.S. District Court Judge Jed Rakoff issued a ruling on April 15 that paves the way for New York State to distribute $410 million to victims of J. Ezra Merkin, who invested over $2 billion with Bernard L. Madoff on behalf of hundreds of investors, including many New Yorkers and charitable organizations. Attorney General Eric T. Schneiderman secured the multi-million dollar settlement with Merkin last year. Judge Rakoff's decision, which dismisses Madoff Trustee Irving Picard's entire lawsuit seeking to block Mr. Schneiderman's settlement that recovered millions of dollars to Mr. Merkin's victims, comes on the heels of another recent ruling that rejected Mr. Picard's effort to block a settlement to victims of a separate Madoff feeder fund. "This ruling is a victory for justice and accountability. Many New Yorkers entrusted their investments to Mr. Merkin, who then steered the money to Madoff and received millions of dollars in management and incentive fees," said Attorney General Schneiderman. "By paving the way for my office to disburse over $400 million to the investors and charities that were harmed by Mr. Merkin's actions, this ruling will help bring justice for these people and institutions that lost millions of dollars." In June, 2012, A.G. Schneiderman announced a $410 million settlement with Mr. Merkin, who controlled four funds that invested over $2 billion with Bernard M. Madoff on behalf of hundreds of investors, including many New Yorkers and charitable organizations. As a result of Madoff's Ponzi scheme, the investors in the funds, Ariel Fund Ltd., Gabriel Capital L.P., Ascot Fund Ltd. and Ascot Partners L.P. Madoff brokerage liquidator Irving Picard had sought to block A.G. Schneiderman's settlement with Merkin, delaying disbursement of the funds. Under the agreement secured by Attorney General Schneiderman, Merkin will pay $405 million to compensate investors over a three- year period, and $5 million to the State of New York to cover fees and costs. This is the first settlement resulting from a government action against Mr. Merkin. Judge Rakoff wrote in [Mon]day's opinion, "The Trustee . . . having for more than three years issued empty threats to seek a halt to the Attorney General's suit, has lost his right to complain. Even on the merits, moreover, his bluster proves to be without substance. Accordingly, not only this motion but this entire action seeking to derail the Attorney General's settlement must be dismissed." In April 2009, the Office of Attorney General charged Mr. Merkin with violations of the Martin Act, General Business Law Sec. 352; and Executive Law Sec. 63(12) for concealing Madoff's control of the Merkin Funds and for breaches of his fiduciary duty to manage the funds prudently. The lawsuit sought damages, disgorgement of all fees by Mr. Merkin, and injunctive relief. Depending on the size of their losses, eligible investors will be entitled to receive over 40 percent of their cash losses from the Settlement. Pursuant to a claims process, investors who were not aware of Mr. Merkin's delegation to Mr. Madoff will receive a defined percentage of their losses, while those who were aware of Madoff's role will be eligible to receive a smaller recovery. In addition, all investors may receive additional payments at a future date when the Madoff Estate is able to distribute moneys recovered by Irving Picard, the Securities Investor Protection Corporation Trustee for the liquidation of Madoff's Estate, who is not involved in Attorney General Schneiderman's settlement. This case is handled by Senior Trial Counsel David N. Ellenhorn, under the supervision of Karla G. Sanchez, Executive Deputy Attorney General for Economic Justice. 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.). BERRY PLASTICS: Registers 18.9 Million Common Shares ---------------------------------------------------- Berry Plastics Group, Inc., filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement relating to the public offering of shares of common stock of the Company. Apollo Funds and Graham Berry Holdings, L.P., are selling 16,500,000 shares. Berry Plastics will not receive any of the proceeds from the sale of shares in this offering. The underwriters may also purchase up to an additional 2,475,000 shares from the selling stockholders, at the public offering price less the underwriting discount, within 30 days of the day of this prospectus. The Company's common stock is listed on the New York Stock Exchange under the symbol "BERY." The last reported closing sale price of the Company's common stock on April 3, 2013, was $18.47 per share. A copy of the Form S-1 prospectus is available at: http://is.gd/uGiwWD About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100% of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a leading manufacturer of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications. The acquired business is primarily operated in Berry's Specialty Films reporting segment. The Company's balance sheet at Dec. 29, 2012, showed $5.05 billion in total assets, $5.36 billion in total liabilities and a $313 million total stockholders' deficit. * * * As reported by the TCR on Feb. 1, 2013, Moody's Investors Service upgraded the corporate family rating of Berry Plastics to B2 from B3 and the probability of default rating to B2-PD from B3-PD. The upgrade of the corporate family rating to B2 from B3 reflects the improvement in pro-forma credit metrics and management's publicly stated goal to pursue a less aggressive, more balanced financial profile. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. BLUEGREEN CORP: Consummates Merger with BFC Financial ----------------------------------------------------- BFC Financial Corporation and BBX Capital Corporation, formerly BankAtlantic Bancorp, have completed their previously announced acquisition of Bluegreen Corporation. Prior to completion of the transaction, BFC, through its subsidiary, Woodbridge Holdings, LLC, owned approximately 54% of Bluegreen's outstanding Common Stock. Under the terms of the merger agreement between BFC, Woodbridge and Bluegreen, Woodbridge acquired the remaining approximate 46% of Bluegreen's outstanding Common Stock for $10.00 per share in cash. BBX Capital participated in the transaction by acquiring a 46% equity interest in Woodbridge for an investment of approximately $71.75 million (consisting of $60 million in cash and a promissory note in Woodbridge's favor in the principal amount of $11.75 million). As a result of the completed transaction, Bluegreen has become a direct wholly-owned subsidiary of Woodbridge, and BFC and BBX Capital will share in any future distributions made from Woodbridge pro rata based on their membership interests of 54% and 46%, respectively. "We are pleased to complete this transaction. We have held a meaningful stake in Bluegreen for more than 10 years. This merger reflects our high regard for both its business and its management team," commented Alan B. Levan, chief executive officer of both BBX Capital and BFC Financial. Prior to the consummation of the Merger, BFC, indirectly through Woodbridge, owned approximately 53% of the then-outstanding shares of Bluegreen's common stock. In addition, Alan B. Levan, BFC's Chairman, Chief Executive Officer and President, and John E. Abdo, BFC's Vice Chairman, serve as non-executive Chairman and Vice Chairman, respectively, of Bluegreen's Board of Directors. On April 2, 2013, the Company informed the New York Stock Exchange of the completion of the Merger and, accordingly, trading in the Company's common stock was suspended. On April 4, 2013, the NYSE, at the Company's request, filed an application on Form 25 with the Securities and Exchange Commission to report that the Company's common stock is no longer listed on the NYSE. The Company intends to file a Certification and Notice of Termination on Form 15 with the SEC in order to deregister its common stock under the Securities Exchange Act of 1934 and suspend the Company's reporting obligations under the Exchange Act as soon as practicable following the effective date of the Form 25. As a result of the Merger, the Company's shareholders ceased to have any rights with respect to their shares of the Company's common stock, except for the right to receive the merger consideration to which they are entitled or, in the case of shareholders who duly exercised and perfected their appraisal rights in accordance with Massachusetts law, the right to receive the "fair value" of their shares as determined pursuant to the appraisal rights process. In connection with the consummation of the Merger on April 2, 2013, the Company's Amended and Restated Bylaws were amended and restated. About Bluegreen Corp. Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides places to live and play through its resorts and residential community businesses. The Company reported a net loss of $17.25 million in 2011, compared with a net loss of $43.96 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $1.06 billion in total assets, $720.24 million in total liabilities and $340.77 million in total shareholders' equity. * * * In December 2010, Standard & Poor's Rating Services raised its corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'. BON-AIR PARTNERSHIP: Suing Partner Is No 'Actual Conflict' ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Court of Appeals in Richmond found no "actual conflict" and therefore no grounds for disqualification when a trustee's lawyer was simultaneously representing a creditor suing a partner of a bankrupt limited partnership. According to the report, the Chapter 7 trustee hired his firm as special counsel to assist in the sale of the bankrupt partnership's property. The property was sold for enough to pay creditors in full, with $1.9 million left for the limited partners. One of the limited partners appealed, saying the sale should be set aside because the trustee's firm was simultaneously representing the bank in a suit against the limited partner in a "separate debt collection proceeding." The Fourth Circuit in Richmond, the report relates, said the firm was "disinterested" because there was no "actual conflict." The court said that suing one partner individually on a separate debt is not an interest "materially adverse" to the bankrupt estate. The unsigned opinion isn't officially reported and isn't binding precedent in the Fourth Circuit. The case is Rahmi v. Trumble (In re Bon-Air Partnership), 12-1244, U.S. Fourth Circuit Court of Appeals (Richmond). BLUEGREEN CORP: Common Stock Delisted From NYSE ----------------------------------------------- The New York Stock Exchange LLC filed a Form 25 with the U.S. Securities and Exchange Commission notifying the removal from listing of Bluegreen Corp. common stock. About Bluegreen Corp. Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides places to live and play through its resorts and residential community businesses. The Company reported a net loss of $17.25 million in 2011, compared with a net loss of $43.96 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $1.06 billion in total assets, $720.24 million in total liabilities and $340.77 million in total shareholders' equity. * * * In December 2010, Standard & Poor's Rating Services raised its corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'. CALYPTE BIOMEDICAL: Delays Form 2012 10-K for Limited Staff ----------------------------------------------------------- Calypte Biomedical Corporation was unable to file its annual report on Form 10-K for the fiscal year ended Dec. 31, 2012, within the prescribed time period. Due to its limited financial resources and thin staffing, the Company was unable to complete the audit of its financial statements in a timely manner. The Company expects to be able to file its annual report on or before May 15, 2013. About Calypte Biomedical Portland, Oregon-based Calypte Biomedical Corporation develops, manufactures, and distributes in vitro diagnostic tests, primarily for the diagnosis of Human Immunodeficiency Virus ("HIV") infection. Following the Company's 2011 results, OUM & Co. LLP, in San Francisco, California, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring operating losses and negative cash flows from operations, and management believes that the Company's cash resources will not be sufficient to sustain its operations through 2012 without additional financing. The Company reported a net loss of $693,000 in 2011, compared with net income of $8.84 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $1.81 million in total assets, $6.79 million in total liabilities and a $4.98 million total stockholders' deficit. Bankruptcy Warning The Company said in the 2011 annual report that, in July 2010 the Company entered into a series of agreements providing for (i) the restructuring of the Company's outstanding indebtedness to Marr and SF Capital and (ii) the transfer of the Company's interests in the two Chinese joint ventures, Beijing Marr and Beijing Calypte, to Kangplus. Under the Debt Agreement, $6,393,353 in outstanding indebtedness was agreed to be converted to 152,341,741 shares of the Company's common stock, and the Company's remaining indebtedness to Marr, totaling $3,000,000 was cancelled. In consideration for that debt restructuring, the Company transferred its equity interests in Beijing Marr to Kangplus pursuant to the Equity Transfer Agreement and transferred certain related technology to Beijing Marr. The Company has also agreed to transfer its equity interests in Beijing Calypte to Marr or a designate of its choosing. The transactions contemplated by the Debt Agreement and the Equity Transfer Agreement are subject to Chinese government registration of the transfer of the equity interests. This registration has now been approved, and the Shares were issued in March 2012. Under the debt agreement with SF Capital, $2,008,259 in outstanding indebtedness was converted to 47,815,698 shares of the Company's common stock. Notwithstanding this debt restructuring, the Company's significant working capital deficit and limited cash resources place a high degree of doubt on its ability to continue its operations. In light of the Company's existing operations and financial challenges, the Company is exploring strategic and financing options. Failure to obtain additional financing will likely cause the Company to seek bankruptcy protection. CELLULAR BIOMEDICINE: Reports $9.3 Million Net Income in 2012 ------------------------------------------------------------- Cellular Biomedicine Group, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $9.35 million on $9.36 million of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $766,414 on $35,500 of revenue for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $5.29 million in total assets, $2.49 million in total liabilities and $2.79 million in total stockholders' equity. Tarvaran Askelson & Company, LLP, in Laguna Niguel, California, did not issue a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. Tarvaran Askelson & Company expressed substantial doubt about EastBridge Investment's ability to continue as a going concern, following its audit of the Company's financial statements for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has incurred significant losses and that the Company's viability is dependent upon its ability to obtain future financing and the success of its future operations. A copy of the Form 10-K is available for free at: http://is.gd/qUGx4U Cellular Biomedicine did not time file the Form 10-K. The Company said it has experienced a delay in completing the information necessary for inclusion in its annual report on Form 10-K for the year ended Dec. 31, 2012. The Company expects to file the annual report within the allotted extension period. About Cellular Biomedicine Group Cellular Biomedicine Group, Inc., formerly known as EastBridge Investment Group Corp., develops proprietary cell therapies for the treatment of certain degenerative diseases and cancers. The Company's developmental stem cell, progenitor cell, and immune cell projects are the result of research and development by scientists and doctors from China and the United States. The Company's flagship GMP facility, consisting of eight independent cell production lines, is designed, certified and managed according to U.S. standards. To learn more about CBMG, please visit: http://www.cellbiomedgroup.com/ Tarvaran Askelson & Company, LLP, in Laguna Niguel, California, expressed substantial doubt about EastBridge Investment's ability to continue as a going concern, following its audit of the Company's financial statements for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has incurred significant losses and that the Company's viability is dependent upon its ability to obtain future financing and the success of its future operations. The Company's balance sheet at Sept. 30, 2012, showed $6.7 million in total assets, $4.5 million in total liabilities, and stockholders' equity of $2.2 million. * * * This concludes the Troubled Company Reporter's coverage of Cellular Biomedicine until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. CENTRAL FEDERAL: Incurs $434,000 Net Loss in Fourth Quarter ----------------------------------------------------------- Central Federal Corporation reported a net loss of $434,000 on $1.02 million of net interest income for the three months ended Dec. 31, 2012, as compared with a net loss of $1.35 million on $1.34 million of net interest income for the same period during the prior year. For the year ended Dec. 31, 2012, the Company a net loss of $3.76 million on $4.63 million of net interest income, as compared with a net loss of $5.42 million on $6.17 million of net interest income for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $215.03 million in total assets, $191.39 million in total liabilities and $23.64 million in stockholders' equity. Tim O'Dell, CEO, commented, "Since our new management team was inserted on August 21, 2012, we have been totally focused on continuing to clean up the bank's legacy problems while positioning the bank for future profitability. While there will still be some issues to work through in the legacy loan portfolio, we continue to believe that we have a solid foundation, and that we will have a strongly capitalized, growing and increasingly profitable bank as our plans are fully implemented." A copy of the press release is available for free at: http://is.gd/OiQVSH About Central Federal Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is the holding company for CFBank, a federally chartered savings association formed in Ohio in 1892. CFBank has four full-service banking offices in Fairlawn, Calcutta, Wellsville and Worthington, Ohio. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, Crowe Horwath LLP, in Cleveland, Ohio, expressed substantial doubt about the Company's ability to continue as a going concern. The Company's auditors noted that the Holding Company and its wholly owned subsidiary (CFBank) are operating under regulatory orders that require among other items, higher levels of regulatory capital at CFBank. The Company has suffered significant recurring net losses, primarily from higher provisions for loan losses and expenses associated with the administration and disposition of nonperforming assets at CFBank. These losses have adversely impacted capital at CFBank and liquidity at the Holding Company. At Dec. 31, 2011, regulatory capital at CFBank was below the amount specified in the regulatory order. Failure to raise capital to the amount specified in the regulatory order and otherwise comply with the regulatory orders may result in additional enforcement actions or receivership of CFBank. Regulatory Matters On May 25, 2011, Central Federal Corporation and CFBank each consented to the issuance of an Order to Cease and Desist (the Holding Company Order and the CFBank Order, respectively, and collectively, the Orders) by the Office of Thrift Supervision (OTS), the primary regulator of the Holding Company and CFBank at the time the Orders were issued. The Holding Company Order required it, among other things, to: (i) submit by June 30, 2011, a capital plan to regulators that establishes a minimum tangible capital ratio commensurate with the Holding Company's consolidated risk profile, reduces the risk from current debt levels and addresses the Holding Company's cash flow needs; (ii) not pay cash dividends, redeem stock or make any other capital distributions without prior regulatory approval; (iii) not pay interest or principal on any debt or increase any Holding Company debt or guarantee the debt of any entity without prior regulatory approval; (iv) obtain prior regulatory approval for changes in directors and senior executive officers; and (v) not enter into any new contractual arrangement related to compensation or benefits with any director or senior executive officer without prior notification to regulators. The CFBank Order required CFBank to have by Sept. 30, 2011, and maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total assets and 12% Total Capital to risk weighted assets. CFBank will not be considered well-capitalized as long as it is subject to individual minimum capital requirements. CFBank did not comply with the higher capital ratio requirements by the Sept. 30, 2011, required date. CHRIST HOSPITAL: Can Pay Up to $266,042 to UMR ---------------------------------------------- Christ Hospital sought and obtained permission to pay up to $266,042.24 to UMR in satisfaction of certain employee medical claims covered under the Debtor's self-insured healthcare plan arising during the time period beginning Feb. 6, 2012 and ending on July 12, 2012. The Debtor is authorized to pay UMR any additional amounts due on account of employee medical claims that arose during the Post- Petition Period, provided that (i) within a reasonable time prior to any such proposed payment, the Debtor's financial advisor shall consult with the Committee's financial advisor regarding same and (ii) no objection to the proposed payment is raised by the Committee. If the Committee objects to the proposed payment and the parties are unable to resolve the objection, the Debtor shall not be authorized to pay the disputed amounts absent further order of the Court, which the Debtor is authorized to seek upon two business days' written notice to the Committee. The Debtor advised the Committee that, post-petition, the Debtor inadvertently paid medical claims of some of its employees under the Plan that arose prior to Feb. 6, 2012, in excess of the statutory priority amounts imposed by 11 U.S.C. Sec. 507(a)(5). The Debtor is authorized to extend the term of its existing service agreement with UMR through May 30, 2013, in consideration of payment of $15,793 to UMR. The Debtor is authorized to terminate its obligation, if any, to pay any employee medical claims filed after April 30, 2013, provided that notices of termination sent by first-class mail are mailed within five business days from the date of entry of this Order to the last known addresses of the former employees who were participants in the Plan during the Post-Petition Period. About Christ Hospital Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 12-12906) on Feb. 6, 2012. Christ Hospital, founded in 1872 by an Episcopalian priest, is a 367-bed acute care hospital located in Jersey City, New Jersey at 176 Palisade Avenue, serving the community of Hudson County. The Debtor is well-known for its broad range of services from primary angioplasty for cardiac patients to intensity modulated radiation therapy for those battling cancer. Christ Hospital is the only facility in Hudson County to offer IMRT therapy, which is the most significant breakthrough in cancer treatment in recent years. Christ Hospital filed for Chapter 11 after an attempt to sell the assets fell through. Judge Morris Stern presides over the case. Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's counsel. Alvarez & Marsal North America LLC serves as financial advisor. Logan & Company Inc. serves as the Debtor's claim and noticing agent. The Health Professional and Allied Employees AFT/AFI-CIO is represented in the case by Mitchell Malzberg, Esq., at Mitnick & Malzberg P.C. Attorneys at Sills, Cummis & Gross, P.C., represent the Official Committee of Unsecured Creditors. On March 27, 202, Judge Stern approved the sale of the Hospital's assets to Hudson Hospital Holdo, LLC. Hudson bid $45,271,000 for the Hospital's assets. The sale of the Debtor's assets to Hudson closed on July 13, 2012. CINCINNATI BELL: Fitch Affirms, Then Withdraws All Ratings ---------------------------------------------------------- Fitch Ratings has affirmed and simultaneously withdrawn all of its ratings on Cincinnati Bell, Inc. (CBB) and its subsidiary as follows: Cincinnati Bell, Inc. -- Issuer Default Rating (IDR) at 'B'; -- $40 million senior secured notes at 'BB/RR1'; -- $500 million senior unsecured notes due 2017 at 'B+/RR3'; -- $684 million senior unsecured notes due 2020 at 'B+/RR3'; -- $625 million senior subordinated notes at 'CCC+/RR6'; -- $129 million convertible preferred stock at 'CCC+/RR6'; -- $200 million senior secured revolving credit facility due 2017 at 'BB/RR1' Cincinnati Bell Telephone (CBT) -- IDR at 'B'; -- Senior unsecured notes at 'BB/RR1'. The Rating Outlook was Stable. Fitch has withdrawn the aforementioned ratings for business reasons. The ratings are no longer relevant to the agency's coverage. CLAIRE'S STORES: Reports $1.3 Million Net Income in Fiscal 2012 --------------------------------------------------------------- Claire's Stores, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $1.28 million on $1.55 billion of net sales for the fiscal year ended Feb. 2, 2013, as compared with net income of $11.63 million on $1.49 billion of net sales for the fiscal year ended Jan. 28, 2012. The Company's balance sheet at Feb. 2, 2013, showed $2.79 billion in total assets, $2.81 billion in total liabilities, and a $14.44 million stockholders' deficit. Bankruptcy Warning "If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default: * the holders of such indebtedness may be able to cause all of our available cash flow to be used to pay such indebtedness and, in any event, could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest; * the lenders under our Credit Facility could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets; and * we could be forced into bankruptcy or liquidation." A copy of the Form 10-K is available for free at: http://is.gd/Wdvzq3 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: Has MOU to Settle Two Derivative Lawsuits -------------------------------------------------------- Two derivative lawsuits were filed in March 2012 in Delaware Chancery Court by stockholders of Clear Channel Outdoor Holdings, Inc., an indirect non-wholly owned subsidiary of Clear Channel Communications, Inc. The consolidated lawsuits are captioned In re Clear Channel Outdoor Holdings, Inc. Derivative Litigation, Consolidated Case No. 7315-CS. The complaints name as defendants certain of the current and former directors of both CCOH and the Company, as well as the Company, Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. CCOH also is named as a nominal defendant. The complaints allege, among other things, that in December 2009 the Company breached fiduciary duties to CCOH and its stockholders by allegedly requiring CCOH to agree to amend the terms of the Revolving Promissory Note, dated as of Nov. 10, 2005, between the Company, as maker, and CCOH, as payee, to extend the maturity date of the Note and to amend the interest rate payable on the Note. According to the complaints, the terms of the amended Note were unfair to CCOH because, among other things, the Contract Rate was below market. The complaints further allege that the Company was unjustly enriched as a result of that transaction. The complaints also allege that the director defendants breached fiduciary duties to CCOH in connection with that transaction and that the transaction constituted corporate waste. On April 4, 2012, the board of directors of CCOH formed a special litigation committee consisting of independent directors to review and investigate plaintiffs' claims and determine the course of action that serves the best interests of CCOH and its stockholders. On March 28, 2013, to avoid the costs, disruption and distraction of further litigation, and without admitting the validity of any allegations made in the complaint, legal counsel for the defendants entered into a binding memorandum of understanding with legal counsel for the SLC and the plaintiffs to settle the litigation. The MOU obligates the parties to use their best efforts to prepare a Stipulation of Settlement reflecting the terms of the MOU and present that Stipulation of Settlement to the Delaware Chancery Court for approval. The Stipulation of Settlement has not yet been finalized and is subject to approval by the Delaware Court of Chancery. Accordingly, unless and until that approval, no assurance can be provided that the parties will be able to resolve the outstanding litigation as contemplated by the MOU. A copy of the MOU is available for free at About Clear Channel San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) -- http://www.ccmediaholdings.com/-- is the parent company of Clear Channel Communications, Inc. CC Media Holdings is a global media and entertainment company specializing in mobile and on-demand entertainment and information services for local communities and premier opportunities for advertisers. The Company's businesses include radio and outdoor displays. Clear Channel reported a net loss of $302.09 million on $6.16 billion of revenue in 2011, compared with a net loss of $479.08 million on $5.86 billion of revenue in 2010. The Company had a net loss of $4.03 billion on $5.55 billion of revenue in 2009. The Company's balance sheet at June 30, 2012, showed $16.45 billion in total assets, $24.31 billion in total liabilities, and a $7.86 billion total shareholders deficit. Bankruptcy Warning 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. As reported by the TCR on Feb. 25, 2013, Standard & Poor's Ratings Services affirmed its 'CCC+' corporate credit rating on Texas- based Clear Channel Communications Inc. and CC Media Holdings. Standard & Poor's Ratings Services' rating on CC Media Holdings Inc. reflects the risks surrounding the long-term viability of its capital structure--in particular, refinancing risk relating to significant 2016 debt maturities of about $10 billion. COMMUNITY FINANCIAL: Amends 19.6MM Common Shares Prospectus ----------------------------------------------------------- Community Financial Shares, Inc., filed with the U.S. Securities and Exchange Commission a post-effective amendment no.1 to the Form S-1 registration statement relating to the offer and sale of up to 19,684,700 shares of the Company's common stock by SBAV LP, Ithan Creek Investors USB, LLC, Fullerton Capital Partners LP, et al. On Dec. 21, 2012, Community Financial issued to investors in a private placement offering 133,411 shares of voting Series C Convertible Noncumulative Perpetual Preferred Stock at $100.00 per share, 56,708 shares of nonvoting Series D Convertible Noncumulative Perpetual Preferred Stock at $100.00 per share and 6,728 shares of nonvoting Series E Convertible Noncumulative Perpetual Preferred Stock at $100.00 per share. Pursuant to the terms of a Registration Rights Agreement the Company entered into with the Selling Shareholders on Nov. 13, 2012, in connection with the private placement offering, the Company is registering the Shares, 13,341,100 of which are issuable to the Selling Shareholders upon the conversion of the shares of Series C Preferred Stock, 5,670,800 of which are issuable to the Selling Shareholders upon the conversion of the shares of Series D Preferred Stock and 672,800 of which are issuable to the Selling Shareholders upon the conversion of the shares of Series E Preferred Stock that the Selling Shareholders acquired in the private placement offering. The Company is not selling any securities under this prospectus and will not receive any proceeds from the sale of the Shares by the Selling Shareholders. The Company's common stock is quoted on the OTCQB under the trading symbol "CFIS." The last reported sales price of the Company's shares of common stock on March 28, 2013, was $1.28 per share. A copy of the amended prospectus is available for free at: http://is.gd/BBTAEe About Community Financial Glen Ellyn, Illinois-based Community Financial Shares, Inc., is a registered bank holding company. The operations of the Company and its banking subsidiary consist primarily of those financial activities common to the commercial banking industry. All of the operating income of the Company is attributable to its wholly- owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn. BKD, LLP, in Indianapolis, Indiana, issued a going concern qualification on the consolidated financial statements for the year ended Dec. 31, 2011. The independent auditors noted that the Company has suffered recurring losses from operations and is undercapitalized. The Company reported a net loss of $11.01 million on net interest income (before provision for loan losses) of $10.77 million in 2011, compared with a net loss of $4.57 million on net interest income (before provision for loan losses) of $10.40 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $334.17 million in total assets, $328.69 million in total liabilities and $5.48 million in total shareholders' equity. COPYTELE INC: Acquires Patent Rights to Loyalty Programs -------------------------------------------------------- CopyTele, Inc.'s wholly owned subsidiary, CTI Patent Acquisition Corporation, has acquired the rights to a patent portfolio relating to loyalty awards programs commonly provided by airlines, credit card companies, hotels, retailers, casinos, and others. The portfolio covers the conversion of non-negotiable, loyalty awards points into negotiable funds used to purchase goods and services from third parties, and the conversion of awards points into points and awards provided by other loyalty program providers. Estimates indicate that there are over 2 billion memberships to loyalty awards programs in the United States. Robert Berman, CTI's President and CEO stated, "Our acquisition of the rights to these 13 patents fits perfectly with our strategy of building a diversified collection of patent portfolios with significant monetization potential. We have begun the process of transforming CTI into a world class, publicly traded, patent assertion company." About CopyTele Melville, N.Y.-based CopyTele, Inc.'s principal operations include the development, production and marketing of thin flat display technologies, including low-voltage phosphor color displays and low-power passive E-Paper(R) displays, and the development, production and marketing of multi-functional encryption products that provide information security for domestic and international users over several communications media. Copytele Inc. incurred a net loss of $4.25 million for the year ended Oct. 31, 2012, compared with a net loss of $7.37 million during the prior fiscal year. KPMG LLP, in Melville, New York, issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended Oct. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations, has negative working capital, and has a shareholders' deficiency that raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Jan. 31, 2013, showed $7.52 million in total assets, $8.84 million in total liabilities and a $1.32 million total shareholders' deficiency. CRAVEN PROPERTIES: Can Employ McManus as Chapter 11 Counsel ----------------------------------------------------------- Craven Properties, L.P., sought and obtained approval from the Bankruptcy Court to employ the law firm of John J. McManus & Associates, P.C. as its attorneys in the Chapter 11 proceeding. John J. McManus is the sole owner of the Firm located at 2167 Northlake Parkway, Suite 104, in Tucker, Georgia. Mr. McManus attests that (a) his law firm does not represent an interest adverse to the Debtor in the matters upon which the firm is to be engaged; and (b) his law firm has no connection with the Debtor, its creditors or any parties in interest, or their attorneys or accountants. The firm's current hourly rates are $310 for attorney time and $95 for paralegal time. A $5,000 retainer was paid to the firm. Craven Properties, L.P., a single asset real estate, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 12-23082) in its hometown in Gainesville, Georgia, on Aug. 31, 2012. Judge Robert Brizendine presides over the case. John J. McManus, Esq., at John J. McManus & Associates, P.C., serves as counsel. Billy J. Craven signed the petition. In its amended schedules, the Debtor disclosed $28,446,281 in assets and $3,872,671 in liabilities as of the Petition Date. CUBIC ENERGY: Gets 2 Months Extension of Wells Fargo Debt --------------------------------------------------------- Cubic Energy, Inc., announced that based on progress with respect to a material acquisition, it received an extension until May 31, 2013, as to the due date of its Wells Fargo Energy Capital, Inc., debt under its WFEC Credit Facility, including both the $5,000,000 WFEC convertible term note and the outstanding amounts of approximately $20,870,000 under its WFEC revolving credit facility; and that it received an extension until June 1, 2013, as to the due date of its debt due of $2,000,000 to Calvin Wallen III, an affiliate of the Company. About Cubic Energy Cubic Energy, Inc., headquartered in Dallas, Tex., is an independent upstream energy company engaged in the development and production of, and exploration for, crude oil and natural gas. Its oil and gas assets and activities are concentrated in Louisiana. Philip Vogel & Co. PC, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2012. The independent auditors noted that the Company has experienced recurring net losses from operations and has uncertainty regarding its ability to meet its loan obligations which raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2012, showed $18.48 million in total assets, $28.85 million in total liabilities, all current, and a $10.36 million total stockholders' deficit. Bankruptcy Warning "Our debt to Wells Fargo, with a principal amount of $25,865,110, is due on March 31, 2013, and the Wallen Note, with a principle amount of $2,000,000, is due April 1, 2013, and both are classified as current debt. As of December 31, 2012, we had a working capital deficit of $26,312,271. Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness depends on our ability to obtain additional debt and/or equity financing, which is subject to economic and financial factors beyond our control. Our business will not generate cash flow from operations sufficient to pay our obligations to Wells Fargo and under the Wallen Note. We may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition in the immediate future, as well as the value of our properties. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt and have an adverse effect on the market price of our common stock. "We may not be able to secure additional funds to make the required payments to Wells Fargo. If we are not successful, Wells Fargo may pursue all remedies available to it under the terms of the Credit Facility including but not limited to foreclosure on our assets or force the Company to seek protection under applicable bankruptcy laws. If either of those were to occur, our shareholders might lose their entire investment," the Company said in its quarterly report for the period ended Dec. 31, 2012. CYANCO INTERMEDIATE: S&P Assigns 'B' CCR; Outlook Stable --------------------------------------------------------- Standard & Poor's Ratings Services said it assigned a 'B' corporate credit rating to Cyanco Intermediate Corp. (Cyanco). The outlook is stable. In addition, S&P assigned a 'B+' issue- level rating and '2' recovery rating to Cyanco's proposed $15 million senior secured revolving credit facility maturing in 2018 and $400 million senior secured term loan maturing in 2020, based on preliminary terms and conditions. The '2' recovery rating indicates S&P's expectation for substantial (70% to 90%) recovery in the event of a payment default. The company plans to use the term loan proceeds to fund a $264 million dividend to its private equity sponsor, Oaktree Capital Partners, and minority shareholders, refinance existing debt, and cover transaction fees and expenses. S&P expects the new $15 million revolving credit facility due 2018 to be undrawn at close of the transaction. "The ratings on Cyanco Intermediate Corp. reflect our assessment of the company's business risk profile as vulnerable, according to our criteria, considering its narrow focus as a producer of sodium cyanide used by the gold mining industry and its highly leveraged financial risk profile," said Standard & Poor's credit analyst Liley Mehta. The outlook is stable. S&P expects that earnings and profitability should benefit over the next year from increased production at the Houston plant. S&P assumes that management and the company's owners will be supportive of credit quality and, therefore, it has not factored into its analysis any additional large dividends or debt-funded acquisitions. Based on S&P's scenario forecasts, over the next 12 months the company will achieve credit metrics in line with its expectations at the current rating, including FFO to total adjusted debt of about 12% and adjusted debt to EBITDA of around 4.5x. Based on S&P's scenario forecasts it could consider a higher rating if EBITDA margins rise by 300 basis points from expected levels (pro forma for the Houston facility) , along with revenues increasing by 8% or more. In such a scenario, S&P would expect FFO to debt to approach 20%. Given the current limitations in the company's business risk profile, highlighted by its limited product, customer and supplier diversity, S&P views an upgrade over the next year as unlikely. The ratings could come under pressure if the downside risks to S&P's forecast were to materialize, such as a significant operating disruption to its manufacturing site, or the loss of a key customer. Based on S&P's downside scenario, it could consider a negative rating action if revenues fell by 10% or more, coupled with a drop in EBITDA margins of 300 basis points or more from S&P's current expectations. At this point, S&P would expect the FFO-to-debt ratio to drop to the high single digits and total debt to EBITDA to be near 6x. DOLLAR GENERAL: S&P Raises Sr. Unsecured Notes Rating From 'BB+' ---------------------------------------------------------------- Standard & Poor's Ratings Services said it raised the issue-level rating on Dollar General Corp.'s existing senior unsecured notes to 'BBB-' from 'BB+'. The upgrade reflects the repayment and release of collateral after the company refinanced secured debt with unsecured debt. Dollar General recently issued a $1.0 billion unsecured term loan due 2018, a $400 million 1.875% unsecured notes due 2018, and a $900 million 3.25% unsecured notes due 2023, and used the aggregate proceeds to refinance its existing secured term loans and borrowings under its revolving credit facility. At the same time, S&P withdrew the ratings on the existing $1.084 billion term loan B due 2014 ($311 million 'first loss' term loan and $772 million 'first out' term loan) and $880 million term loan C due 2017. S&P also affirmed its '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 (about 1.5x the size of its next competitor Family Dollar in terms of revenue) 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 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 to the mid-to high-single-digit range with 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. DUNE ENERGY: Adds Two New Members to Board of Directors ------------------------------------------------------- Marjorie L. Bowen and John R. Brecker were appointed to the Board of Directors of Dune Energy, Inc., on March 28, 2013. Ms. Bowen and Mr. Brecker were elected to the Board by the then serving members of the Board, pursuant to the Company's By-Laws, to fill vacancies on the Board. Marjorie L. Bowen, 47, held positions of increasing responsibility from 1989 through 2007 at Houlihan Lokey Howard & Zukin, Inc., an international advisory-focused investment banking firm. While at Houlihan Lokey, Ms. Bowen served as a Managing Director, where she advised an extensive number of public company boards of directors, providing transactional and financial advisory services in a wide range of corporate matters, including mergers and acquisitions, debt and equity reorganizations and other financial and strategic transactions, governance and shareholder issues, and shareholder value maximization. Ms. Bowen was also a member of the firm's Management Committee for Financial Advisory Services. Ms. Bowen also currently serves on the board of Global Aviation Holdings, and serves as Chair of the Audit Committee for that company. John R. Brecker, 49, has served as an executive with director and management experience in investing and operations, both domestic and internationally, in the chemical, retail, auto, and shipping sectors. From 1999 to 2012, Mr. Brecker served as Principal and Co-founder of Longacre Fund Management specializing in distressed debt and credit investing. From 2005 to 2012, Mr. Brecker also served as Principal and Co-founder of Longacre Special Equities Fund Management. Prior to 1999, Mr. Brecker spent over 10 years in various positions as a trader at firms such as Bear, Stearns & Co. and as an attorney with Angel & Frankel. Mr. Brecker has also served on numerous boards. Mr. Brecker currently serves on the board of Catalyst Paper Corporation, where he serves on the Audit Committee, and Broadview Network Holdings, Inc., where he serves on the Compensation Committee. Mr. Brecker received his law degree from St. John's University School of Law and his undergraduate degree from American University. About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/ -- is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. The Company reported a net loss of $60.41 million in 2011, compared with a net loss of $75.53 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $241.08 million in total assets, $118.88 million in total liabilities and $122.19 million in total stockholders' equity. DUNE ENERGY: Amends Registration Statements with SEC ---------------------------------------------------- Dune Energy, Inc., filed a post-effective amendment no.2 to the Form S-1 registration statement to update and supplement the information contained in the Registration Statement, as originally declared effective by the SEC on June 13, 2012, to include the information contained in the Company's annual report on Form 10-K for the fiscal year ended Dec. 31, 2012. The prospectus relates to the resale of up to 29,174,957 shares of common stock, par value $0.001 per share, of the Company. The Company's common stock is traded on the OTC Bulletin Board under the symbol "DUNR." On April 3, 2013, the closing price of the Company's common stock on the bulletin board was $1.86. A copy of the Amended Form S-1 prospectus is available at: http://is.gd/3qlc48 The Company separately filed an amendment no.2 to the Form S-1 registration statement relating to the resale of up to 18,749,997 shares of common stock, par value $0.001 per share, of the Company offered by Simplon International Limited, Highbridge International, LLC, West Face Long Term Opportunities Global Master L.P., et al., which represents shares of the Company's common stock issued to the shareholders pursuant to Common Stock Purchase Agreements between the Company and each of the selling shareholders dated Dec. 20, 2012. The Company will not receive any of the proceeds from the sale of the common stock offered by the selling stockholders. A copy of the amended prospectus is available for free at http://is.gd/HAt3GS About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/ -- is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. The Company reported a net loss of $60.41 million in 2011, compared with a net loss of $75.53 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $241.08 million in total assets, $118.88 million in total liabilities and $122.19 million in total stockholders' equity. DUTCH GOLD: Delays Form 10-K for 2012 ------------------------------------- Dutch Gold Resources, Inc., was unable to compile the necessary financial information required to prepare a complete filing of its annual report on Form 10-K for the year ended Dec. 31, 2012. Thus, the Company was unable to file the periodic report in a timely manner without unreasonable effort or expense. The Company expects to file within the extension period. About Dutch Gold Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI) -- http://www.dutchgoldresources.com/-- is a junior gold miner focused on developing its existing mining properties in North America and acquiring and developing new mines that can enter into production in 12 to 24 months. After auditing the 2011 results, Hancock Askew & Co., LLP, in Norcross, Georgia, noted that the Company has limited liquidity and has incurred recurring losses from operations and other conditions exist which raise substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss of $4.58 million on $0 of sales in 2011, compared with a net loss of $3.69 million on $0 of revenue in 2010. The Company's balance sheet at Sept. 30, 2012, showed $2.65 million in total assets, $7.17 million in total liabilities and a $2.23 million total stockholders' deficit. EAST COAST BROKERS: Files Schedules of Assets and Liabilities ------------------------------------------------------------- East Coast Brokers & Packers, Inc., filed with the Bankruptcy Court for the Middle District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $99,500 B. Personal Property $12,563,807 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $70,056,668 E. Creditors Holding Unsecured Priority Claims $261,448 F. Creditors Holding Unsecured Non-priority Claims $4,863,858 ----------- ----------- TOTAL $12,663,307 $75,181,975 East Coast Brokers & Packers, Inc., along with four related entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-02894) in Tampa, Florida, on March 6, 2013. East Coast estimated at least $50 million in assets and liabilities in its Chapter 11 petition. Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, serves as counsel to the Debtors. According to the docket, the Chapter 11 plan and disclosure statement are due July 5, 2013. EASTMAN KODAK: To Sell Document Imaging Biz. for $210 Million ------------------------------------------------------------- Eastman Kodak Company has reached agreement with Brother Industries, Ltd., for the proposed sale of certain assets of its Document Imaging business for a cash purchase price of approximately $210 million, subject to certain price adjustments at closing. In addition, Brother will assume deferred service revenue liability of the business, which totaled approximately $67 million as of December 31, 2012. Kodak's Document Imaging business provides a comprehensive portfolio of scanners, capture software and services to enterprise customers. Brother is a global manufacturer of laser, label and multi-function printers, as well as fax machines and sewing machines. Consummation of the transaction with Brother is subject to court approval and a marketing period in which Kodak may seek to obtain a higher or better offer for the business, alone or in combination with other businesses, including through a court-approved auction. Kodak's ability to continue to explore alternatives during the marketing period will ensure that Kodak obtains the maximum value for the business. Consummation is also subject to satisfying customary closing conditions, including required regulatory approvals. "This proposed sale is another key step in Kodak's path to emergence -- it moves us closer to realizing our strategic vision for Kodak's future," said Antonio M. Perez, Chairman and Chief Executive Officer. "A sale to Brother, should they prevail, would represent an excellent outcome for Document Imaging's customers, partners and employees." Under the terms of the agreement, Kodak will seek U.S. Bankruptcy Court approval of the bidding procedures at a hearing in late April and is targeting final court approval of a transaction in June. "Document Imaging has many differentiating strengths, including an outstanding global customer base, award-winning software and hardware solutions, strategic reseller partners and a comprehensive service and support network," Mr. Perez said. Dolores Kruchten, President of Document Imaging, said that Kodak will work throughout the sale process to ensure a smooth transition for customers. "We are pleased that under this agreement with Brother, Document Imaging will continue to strengthen its position as a leader of information capture and management solutions for enterprise customers," said Ms. Kruchten. "Our valued customers will receive the highest quality products, world-class customer service and reseller support that have been the hallmarks of our business." Consistent with its previously stated goal of restructuring around its Commercial Imaging business, Kodak is continuing its publicly announced sales process for its Personalized Imaging (PI) business. Lazard is serving as the financial advisor to Kodak and Sullivan & Cromwell is the lead legal advisor to Kodak in the transaction. Brother on April 15 disclosed that if it is selected as the successful bidder at the auction, or if no qualified competing bids are timely submitted, and subject to court and other regulatory approvals, the Company expects to complete the acquisition in the third quarter of 2013. "We believe that Kodak Document Imaging is an asset that will help to strengthen Brother's global position in document imaging solutions and enable us to provide an enhanced product and service offering to an expanded universe of customers," said Toshikazu Koike, Representative Director and President of Brother Industries, Ltd. "Kodak Document Imaging has a long history of innovation in the scanning and document field and is a natural fit for Brother." Rationale for the Transaction With global sales, Kodak's Document Imaging business is a complement to Brother's existing lineup which includes Brother Multi-Function Center(R) all-in-ones and Brother ImageCenter(TM) scanners. Brother will acquire those assets and personnel required for the continued operation of DI. This addition, which includes Document Scanners, Image Capture Software and Technical Services, will allow Brother to offer a more robust portfolio of document scanning hardware, services and solutions to small, medium and large businesses, positioning the Company to take full advantage of the evolving office solution marketplace. Brother is being advised by UBS Investment Bank as its financial advisors and Baker Botts L.L.P. as its legal counsel. About Brother Founded in 1908, Brother -- http://www.brother.com-- is a global manufacturer of laser printers, label printers, Multi-Function Center(R), fax machines, P-touch electronic labelers, typewriters and sewing machines. Brother manufactures innovative, reliable and practical products for home and office use, while maintaining high customer satisfaction and following comprehensive measures for environmental conservation. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the Unofficial Second Lien Noteholders Committee. The Retirees Committee has hired Haskell Slaughter Young & Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC, as Bankruptcy Consultants and Financial Advisors; and the Segal Company, as Actuarial Advisors. Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato, Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth S. Grossman; and Paul Martin. Kodak completed the $527 million sale of digital-imaging technology on Feb. 1, 2013. Kodak intends to reorganize by focusing on the commercial printing business. EASTMAN KODAK: James Continenza Elected to Board of Directors ------------------------------------------------------------- James V. Continenza, who has extensive executive and board experience with high-tech companies, has been elected as a member of the Board of Directors, effective immediately. Mr. Continenza also brings to the Kodak Board experience as a manager and director with diverse companies that have successfully emerged from corporate restructuring. "Deploying innovation to advance customer success and disciplined management will be two of the hallmarks of Kodak's future," said Antonio M. Perez, Chairman of the Board and chief executive officer. "Jim is an expert in both of these areas, and I'm confident his experience and judgment will be great assets to the Kodak Board in guiding the company to maintain its leadership in Commercial Imaging and expanding its offerings to meet customer needs in such emerging growth segments as packaging and functional printing." Mr. Continenza has served in senior leadership roles at a number of companies. He currently serves on the board of Tembec Corp, a publicly traded company, and the boards of the following privately held companies: Broadview Networks, Southwest Georgia Ethanol, The Berry Company, Neff Rental, Portola Packaging, Aventine Renewable Energy and Blaze Recycling. Previously, he was a director for Hawkeye Renewables, Anchor Glass Container Corp., Rath-Gibson, Inc., Rural Cellular Corp., U.S. Mobility Inc., Maxim Crane Works, Inc., Arch Wireless Inc. and Microcell Telecommunications Inc. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the Unofficial Second Lien Noteholders Committee. The Retirees Committee has hired Haskell Slaughter Young & Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC, as Bankruptcy Consultants and Financial Advisors; and the Segal Company, as Actuarial Advisors. Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato, Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth S. Grossman; and Paul Martin. Kodak completed the $527 million sale of digital-imaging technology on Feb. 1, 2013. Kodak intends to reorganize by focusing on the commercial printing business. ECOSPHERE TECHNOLOGIES: Reports $1 Million Net Income in 2012 ------------------------------------------------------------- Ecosphere Technologies, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $1.05 million on $31.13 million of total revenues for the year ended Dec. 31, 2012, as compared with a net loss of $5.86 million on $21.08 million of total revenues for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $8.90 million in total assets, $3.87 million in total liabilities, $3.63 million in total redeemable convertible cumulative preferred stock, and $1.39 million in total equity. Salberg & Company, P.A., in Boca Raton, Florida, 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 seen a recent significant decline in its working capital primarily relating to delays in receiving additional purchase orders and related funding from a significant customer. This matter raises substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/acFlKr About Ecosphere Technologies Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) -- http://www.ecospheretech.com/-- is a 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, provides energy exploration companies with an onsite, chemical free method to kill bacteria and reduce scaling during fracturing and flowback operations. ELBIT IMAGING: Series B Notes Trustees Want Company Liquidated -------------------------------------------------------------- Elbit Imaging Ltd. said that the Trustees of Series B Notes, which represent an outstanding balance amount of NIS 16.5 million (pari) (approximately 0.7% of the total unsecured debt of the Company), have submitted with the Tel Aviv District Court a request to liquidate and appoint a temporary liquidator for the Company. The Tel Aviv District Court requested the Company's response within 10 days (until April 14, 2013). The Company intends to vigorously defend against the request. 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. Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed substantial doubt about Elbit Imaging's ability to continue as a going concern following the financial results for the year ended Dec. 31, 2012. 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." EMPIRE RESORTS: Plans to Raise $11.4 Million From Rights Offering ----------------------------------------------------------------- Empire Resorts, Inc., plans to commence a rights offering of common stock to the holders of its common stock and Series B Preferred Stock, which, if fully subscribed, will produce gross proceeds to the Company of approximately $11.4 million. The Company expects to utilize the estimated net proceeds of the rights offering of approximately $11.1 million to fund certain costs of its development project at the site of the former Concord Resort in Sullivan County, New York, which costs may include permitting, infrastructure and shared master planning costs and expenses, and for general corporate working capital purposes. The Company has also reached an agreement in principle with Kien Huat Realty III Limited, the Company's largest stockholder, for the execution of a standby purchase agreement, whereby Kien Huat would exercise the subscription rights it receives pursuant to the rights offering within ten days of grant. In addition, Kien Huat would exercise all rights not otherwise exercised by the other holders in the rights offering to acquire up to one share less than 20% of the Company's issued and outstanding common stock on the date of such purchase. However, that agreement in principal is not binding and Kien Huat is not legally obligated to exercise such rights until a standby purchase agreement is executed by the parties. The Company filed on April 3, 2013, with the Securities and Exchange Commission a registration statement covering the transaction and the distribution of rights and commencement of the rights offering is expected to occur promptly following the effectiveness of that registration statement. The Company plans to distribute to its common stock holders and Series B Preferred Stock holders one non-transferable right to purchase one share of common stock at a subscription price of $1.8901 per share for each five shares of common stock owned, or into which their Series B Preferred Stock is convertible, on April 8, 2013, the record date for the offering. In addition to being able to purchase their pro rata portion of the shares offered based on their ownership as of April 8, 2013, stockholders may oversubscribe for additional shares of common stock. A copy of the Form S-1 prospectus is available for free at: http://is.gd/NdLdol Empire Resorts separately filed a reoffer prospectus on Form S-8 relating to offers and sales by certain of the Company's executive officers and directors, who may be deemed "affiliates" of the Company, of the Company's common stock that is held, or may be acquired, upon the exercise of stock options and the vesting of restricted common stock pursuant to the Company's Second Amended and Restated 2005 Equity Incentive Plan. The prospectus covers 129,169 shares of the Company's currently outstanding restricted shares of common stock that are owned by the selling stockholders and up to 979,568 shares issuable upon the exercise of currently outstanding options. The Company's common stock is quoted on the Nasdaq Global Market under the symbol "NYNY". On March 28, 2013, the closing sales price for the Company's common stock on the Nasdaq Global Market was $1.92 per share. A copy of the Form S-8 prospectus is available for free at: http://is.gd/y0YWiZ About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Empire Resorts incurred a net loss applicable to common shares of $2.26 million for the year ended Dec. 31, 2012, as compared with a net loss applicable to common shares of $1.57 million during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $52.44 million in total assets, $27.63 million in total liabilities and $24.81 million in total stockholders' equity. ENERGY FUTURE: Unit Restructuring Won't Trigger Tax Liability ------------------------------------------------------------- Energy Future Holdings Corp. may proceed with a proposed restructuring of its unit without having to incur any tax liability, according to a ruling by the Internal Revenue Service on April 1, 2013. An excess loss account and a deferred intercompany gain are reflected in the tax basis of the Energy Future Competitive Holdings Company stock held by its parent company, Energy Future Holdings Corp. The ELA, totaling approximately $19 billion, was created in connection with the acquisition in 2007 of EFH Corp. (formerly TXU Corp.) by certain investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P., TPG Global, LLC, and GS Capital Partners, an affiliate of Goldman, Sachs & Co. The DIG, totaling approximately $4 billion, was created as a result of an internal corporate reorganization prior to the 2007 acquisition of EFH Corp. The ELA and DIG could be triggered into taxable income in certain situations, including a disposition by EFH Corp. of its stock in EFCH. The Company has evaluated various tax strategies to eliminate the ELA and DIG without causing the recognition of tax gain or loss. During the third quarter of 2012, the Company commenced a process to obtain a private letter ruling from the IRS. In the private PLR, the IRS resolved that consummation of certain internal corporate transactions involving Energy Future Holdings Corp. and Energy Future Competitive Holdings Company would eliminate the ELA and the DIG without causing the recognition of tax gain or loss. EFH Corp. and EFCH expect to consummate the Proposed Transactions during the second quarter of 2013. The Proposed Transactions will have no effect on EFH Corp.'s or EFCH's results of operations or financial statements. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's balance sheet at Dec. 31, 2012, showed $40.97 billion in total assets, $51.89 billion in total liabilities and a $10.92 billion total deficit. 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." * * * 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. ENERGY FUTURE: Confirms Bankruptcy Talks With Creditors ------------------------------------------------------- Energy Future Holdings Corp., Energy Future Competitive Holdings Company, Texas Competitive Electric Holdings Company LLC, and Energy Future Intermediate Holding Company LLC disclosed in a regulatory filing with the Securities and Exchange Commission that they executed confidentiality agreements on March 18, 2013, with certain unaffiliated holders of first lien senior secured claims against EFCH, TCEH and certain of TCEH's subsidiaries to facilitate discussions with the Creditors concerning the Companies' capital structure. Pursuant to the Confidentiality Agreements, the Companies agreed to disclose publicly after the expiration of a period set forth in the Confidentiality Agreements the fact that the Companies and the Creditors have engaged in discussions concerning the Companies' capital structure, as well as certain confidential information concerning the Companies that the Companies have provided to the Creditors. Discussions with Creditors As part of an ongoing liability management program commenced in late 2009, EFH Corp. and its subsidiaries -- excluding Oncor Electric Delivery Holdings Company LLC and its subsidiaries -- have explored ways to reduce the amount and extend the maturity of their outstanding debt. Since 2009, the Companies -- collectively and individually -- have captured $2.5 billion of debt discount and extended the maturities of approximately $25.7 billion of debt to 2017-2021. Although the Companies do not have material debt maturities until October 2014, the Companies have continued to consider and evaluate a number of transactions and initiatives to address their highly leveraged balance sheets and significant cash interest requirements. Consistent with the ongoing liability management program, the Companies and the Creditors recently engaged in discussions with respect to the Companies' capital structure, including the possibility of a restructuring transaction. In these discussions, the Companies shared with the Creditors non-public information, including prospective financial information. During the discussions, proposed changes to the Companies' capital structure described below were presented to the Creditors. The Companies' objectives in presenting these proposed changes were to create a sustainable capital structure and maximize enterprise value by, among other things: -- minimizing time spent in a restructuring through a proactive and organized solution; -- minimizing any potential tax impacts of a restructuring; -- maintaining the Companies in one consolidated group; -- maintaining focus on operating EFH Corp.'s businesses; and -- maintaining the Companies' high-performing work force. The Companies and the Creditors have not reached agreement on the terms of any change in the Companies' capital structure. The principals of the Companies and the Creditors are currently not engaged in ongoing negotiations. The Companies (collectively and individually) will continue to consider and evaluate a range of future changes to their capital structure, in addition to the proposed change described in the regulatory filing, as part of their liability management program. In addition, the Companies and EFH Corp.'s existing equity holders -- Sponsors -- may engage from time to time in additional discussions with the Creditors, other creditors of the Companies, including creditors of TCEH, EFIH and EFH Corp., and their professional advisors. Such discussions may include proposed changes to the Companies' capital structures. There can be no guarantee that any future changes in the Companies' capital structures will occur or, if any changes occur, that they will occur, ultimately be successful, or produce the desired outcome. Restructuring Proposal The proposed changes to the Companies' capital structure discussed with the Creditors included a consensual restructuring of TCEH's approximately $32 billion of debt (as of December 31, 2012). Specifically, to effect the Restructuring Proposal, EFCH, TCEH, and certain of TCEH's subsidiaries would implement a prepackaged plan of reorganization by commencing voluntary cases under Chapter 11 of the U.S. Bankruptcy Code. Under this proposed plan of reorganization, the TCEH first lien creditors would exchange their claims for a combination of EFH Corp. equity, in an amount to be negotiated, and their pro rata share of $5.0 billion of cash or new long-term debt of TCEH and its subsidiaries on market terms. Following the issuance of EFH Corp. equity interests to the TCEH first lien lenders under the proposed plan of reorganization, the Sponsors would hold a to-be-negotiated amount of the equity interests in EFH Corp. Following implementation of the Restructuring Proposal, EFH Corp. would continue to hold all of the equity interests in EFCH and EFIH, EFCH would continue to hold all of the equity interests in TCEH, and EFIH would continue to hold all of the equity interests of Oncor Holdings. TCEH also would obtain access to $3.0 billion of new liquidity through a $2.0 billion first lien revolver and a $1.0 billion letter of credit facility. TCEH would also issue $5.0 billion of new long-term debt. Sponsor Proposal Substantially contemporaneously with the Companies' transmittal of the Restructuring Proposal to the Creditors, the Sponsors informed the Creditors that they would support the Restructuring Proposal if the Sponsors retained 15% of EFH Corp.'s equity interests, with the TCEH first lien creditors receiving, in the aggregate, the remaining 85% of EFH Corp.'s equity interests, in each case subject to dilution from any agreed-upon employee equity incentive plan. The Sponsors also indicated, in connection with the Creditors' consideration of the Restructuring Proposal, that the Sponsors would be willing to contribute new equity capital to EFH Corp. on customary terms for an investment of this type to facilitate implementation of the Restructuring Proposal in an amount that would provide substantial additional liquidity to EFH Corp. and EFIH, provided that in such circumstances the Sponsors would receive additional equity of EFH Corp. on account of such new capital consistent with the relative valuations of TCEH and EFH Corp. The Companies and the Creditors have not reached agreement on the terms of any change in the Companies' capital structure. However, the Creditors conveyed to the Companies that they would be willing to consider the Restructuring Proposal, if among other things, (i) the Restructuring Proposal adequately addresses and compensates Creditors for the risks and consequences of exchanging a portion of the Creditors' senior secured claims against TCEH into EFH Corp. equity, (ii) the amount of post-reorganization debt at TCEH to be distributed to TCEH first lien creditors were materially increased, (iii) in the allocation of EFH Corp.'s equity between TCEH and EFH Corp. stated in the Sponsor Proposal, the value of TCEH and EFH Corp. were materially modified such that the TCEH first lien creditors would receive materially greater value, and (iv) EFIH's negative free cash flow is addressed and a sustainable debt capital structure is achieved for EFIH and EFH Corp. without reliance on TCEH's cash flows. The Companies expect to continue to explore all available restructuring alternatives to facilitate the creation of sustainable capital structures for the Companies and to otherwise attempt to address the Creditors' concerns with the Restructuring Proposal and Sponsor Proposal. The Creditors have directed their advisors to continue to work with the Companies and their advisors to explore further whether the parties can reach an agreement on the terms of a consensual restructuring. Kirkland, Evercore on Board The Companies have retained Kirkland & Ellis LLP and Evercore Partners to advise the Companies with respect to the potential changes to the Companies' capital structure and to assist in the evaluation and implementation of other potential restructuring options. The Creditors have retained Paul, Weiss, Rifkind, Wharton & Garrison LLP and Millstein & Co., L.P. to advise the Creditors and to assist in the Creditors' evaluation of potential restructuring options involving the Companies. Financial Information EFH Corp. and its subsidiaries generally do not publicly disclose detailed prospective financial information. However, in connection with their discussions with the Creditors, the Companies provided certain financial information, consisting largely of forecasts, to the Creditors pursuant to the Confidentiality Agreements. Management of the Companies prepared the forecasts from certain internal financial projections based on reasonable expectations, beliefs, opinions, and assumptions of the Companies' management at the time they were made. EFH Corp. also provided certain financial forecasts for Oncor based upon information originally provided to EFH Corp. by Oncor in the fourth quarter of 2012. The forecasts were not prepared with a view towards public disclosure and were not prepared in accordance with generally accepted accounting principles or published guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of "prospective financial information". None of the independent auditor of the Companies, the independent auditor of Oncor, or any other independent accountant has examined, compiled, or performed any procedures with respect to the prospective financial information and, accordingly, none has expressed any opinion or any other form of assurance on such information or its achievability and none assumes any responsibility for the prospective financial information. A copy of the regulatory filing, including financial information provided to the Creditors, is available at http://is.gd/vV3Ywo 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. Energy Future incurred a net loss of $3.36 billion on $5.63 billion of operating revenues for 2012. This follows net losses of $1.91 billion in 2011 and $2.81 billion in 2010. 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. The Company said in its Form 10-K for the year ended Dec. 31, 2012, "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." ENERGY FUTURE: Mulls Bond Debt Payment in May to Delay Bankruptcy ----------------------------------------------------------------- Mike Spector and Emily Glazer, writing for The Wall Street Journal, report that people close to the situation said the former TXU Corp., now called Energy Future Holdings Corp., plans to pay roughly $270 million in interest due on its bonds May 1. The payment, the report says, could let the Company stave off a bankruptcy filing for as long as another 18 months. According to the Journal's sources, Energy Future plans to make the payments partly because its advisers are in talks with creditors on a so-called prearranged bankruptcy plan and need more time to negotiate a debt-restructuring deal. Those negotiations are complicated, the report notes, because Energy Future carries roughly $38 billion in debt and has a complex web of subsidiaries and other corporate entities with varying financial obligations to one another. The Journal relates that Harvey Miller, Esq., at Weil, Gotshal & Manges LLP, who isn't involved in the situation, said Energy Future's plans to meet the debt payments suggest that its advisers like their chances of reaching a prearranged-bankruptcy deal. "The payment is in exchange for more time," he said. Energy Future's next significant debt payment doesn't come due until October 2014, when it must repay $3.8 billion in bank debt. It must make some smaller additional interest payments along the way, including this November. According to the report, people familiar with the company's thinking said Energy Future Holdings has cash to make the interest payments, and that creditors could have a tough time preventing the move, because the payments are part of the company's ordinary financial obligations. The company, or parts of it, likely would file for bankruptcy protection well before October 2014, some of the people said, but not for at least several months, the report relates. The report also relates that according to people familiar with the matter, Apollo Global Management LLC, Oaktree Capital Management, Centerbridge Partners and GSO Capital Partners, the credit arm of buyout firm Blackstone Group LP, all hold large chunks of Energy Future Holdings' senior debt. Many of these firms belong to a group being advised by Jim Millstein, a restructuring expert who helped the U.S. government revamp American International Group Inc. According to the Journal, people familiar with Apollo's thinking said Apollo recently enlisted investment bank Moelis & Co. for additional advice to ensure it gets as much attention as possible on the case given its large debt holdings. 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. Energy Future incurred a net loss of $3.36 billion on $5.63 billion of operating revenues for 2012. This follows net losses of $1.91 billion in 2011 and $2.81 billion in 2010. 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. The Company said in its Form 10-K for the year ended Dec. 31, 2012, "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." ENERGYSOLUTIONS INC: Amends Energy Capital Partners Merger Pact --------------------------------------------------------------- EnergySolutions, Inc., has signed an amendment to its definitive acquisition agreement with a subsidiary of Energy Capital Partners II, LLC, under which EnergySolutions' shareholders will now receive $4.15 in cash for each share of common stock. Carlson Capital, L.P., the largest beneficial institutional owner of the Company's stock, who had previously voiced opposition to the acquisition, has informed the Company that they intend to vote in favor of the transaction based on the amended terms. "We are extremely pleased to have reached this amended agreement with Energy Capital," stated David Lockwood, CEO and President of EnergySolutions. "We strongly believe that this offer provides compelling value for our shareholders and will enable us to continue to execute on our strategic plan by providing the investment capital to de-lever our balance sheet and grow our business. We have been able to visit with many of our larger shareholders and value their support of this transaction." "We have increased the purchase price principally to gain broader support of shareholders for this transaction," said Tyler Reeder, a Partner at ECP. "The increased offer reflects our dedication to EnergySolutions and the important work that they do." ECP also stated that the enhanced Merger Consideration constitutes a "best and final" offer. The ECP acquisition of EnergySolutions is subject to remaining closing conditions, including regulatory approvals by the Nuclear Regulatory Commission and the State of Utah as well as approval by EnergySolutions' stockholders at the special stockholders meeting on April 26, 2013. Additional information about the transaction is available at: http://is.gd/m0bkWN A copy of the First Amendment to Merger Agreement is available at: http://is.gd/dpqfsk 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. EnergySolutions reported net income of $3.92 million in 2012, as compared with a net loss of $193.64 million in 2011. 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. Bankruptcy Warning "Our senior secured credit facility contains financial covenants requiring us to maintain specified maximum leverage and minimum cash interest coverage ratios. The results of our future operations may not allow us to meet these covenants, or may require that we take action to reduce our debt or to act in a manner contrary to our business objectives. "Our failure to comply with obligations under our senior secured credit facility, including satisfaction of the financial ratios, would result in an event of default under the facilities. A default, if not cured or waived, would prohibit us from obtaining further loans under our senior secured credit facility and permit the lenders thereunder to accelerate payment of their loans and not renew the letters of credit which support our bonding obligations. If we are not current in our bonding obligations, we may be in breach of our contracts with our customers, which generally require bonding. In addition, we would be unable to bid or be awarded new contracts that required bonding. If our debt is accelerated, we currently would not have funds available to pay the accelerated debt and may not have the ability to refinance the accelerated debt on terms favorable to us or at all particularly in light of the tightening of lending standards as a result of the ongoing financial crisis. If we could not repay or refinance the accelerated debt, we would be insolvent and could seek to file for bankruptcy protection. Any such default, acceleration or insolvency would likely have a material adverse effect on the market value of our common stock," the Company said in its annual report for the year ended Dec. 31, 2012. * * * 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. ENERGYSOLUTIONS INC: Largest Investor OKs Revised Merger Terms -------------------------------------------------------------- Based on discussions with Energy Capital Partners II, LLC, and the announcement by ECP to acquire shares of the Company's outstanding common stock for $4.15 per share (representing an increase of $.40 per share from ECP's original offer price) pursuant to an amendment to the Agreement and Plan of Merger, dated as of April 5, 2013, Carlson Capital, L.P., and its affiliates now intend to support the proposed Merger on its current terms. In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Carlson Capital disclosed that, as of April 5, 2013, it beneficially owns 8,934,587 shares of common stock of EnergySolutions representing 9.8% of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/ugTEhG 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. EnergySolutions reported net income of $3.92 million in 2012, as compared with a net loss of $193.64 million in 2011. 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. Bankruptcy Warning "Our senior secured credit facility contains financial covenants requiring us to maintain specified maximum leverage and minimum cash interest coverage ratios. The results of our future operations may not allow us to meet these covenants, or may require that we take action to reduce our debt or to act in a manner contrary to our business objectives. "Our failure to comply with obligations under our senior secured credit facility, including satisfaction of the financial ratios, would result in an event of default under the facilities. A default, if not cured or waived, would prohibit us from obtaining further loans under our senior secured credit facility and permit the lenders thereunder to accelerate payment of their loans and not renew the letters of credit which support our bonding obligations. If we are not current in our bonding obligations, we may be in breach of our contracts with our customers, which generally require bonding. In addition, we would be unable to bid or be awarded new contracts that required bonding. If our debt is accelerated, we currently would not have funds available to pay the accelerated debt and may not have the ability to refinance the accelerated debt on terms favorable to us or at all particularly in light of the tightening of lending standards as a result of the ongoing financial crisis. If we could not repay or refinance the accelerated debt, we would be insolvent and could seek to file for bankruptcy protection. Any such default, acceleration or insolvency would likely have a material adverse effect on the market value of our common stock," the Company said in its annual report for the year ended Dec. 31, 2012. * * * 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. ENERGYSOLUTIONS INC: Copy of Revised Investor Presentation ---------------------------------------------------------- EnergySolutions, Inc., has amended its Form 8-K filed on April 1, 2013, with the Securities and Exchange Commission for the purpose of correcting an error contained on Slide 9 of the Exhibit 99.1 - EnergySolutions Investor Presentation regarding the attribution of the quote from Feb. 27, 2011, appearing on that slide. In the EnergySolutions Investor Presentation furnished with the Form 8-K, the quote was attributed to Al Kaschalk of Wedbush, but the quote is correctly attributed to Charles Fishman of Pritchard. There are no other changes to the Form 8-K. A copy of the corrected investor presentation is available at: http://is.gd/TSp8Mt 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. EnergySolutions reported net income of $3.92 million in 2012, as compared with a net loss of $193.64 million in 2011. 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. Bankruptcy Warning "Our senior secured credit facility contains financial covenants requiring us to maintain specified maximum leverage and minimum cash interest coverage ratios. The results of our future operations may not allow us to meet these covenants, or may require that we take action to reduce our debt or to act in a manner contrary to our business objectives. "Our failure to comply with obligations under our senior secured credit facility, including satisfaction of the financial ratios, would result in an event of default under the facilities. A default, if not cured or waived, would prohibit us from obtaining further loans under our senior secured credit facility and permit the lenders thereunder to accelerate payment of their loans and not renew the letters of credit which support our bonding obligations. If we are not current in our bonding obligations, we may be in breach of our contracts with our customers, which generally require bonding. In addition, we would be unable to bid or be awarded new contracts that required bonding. If our debt is accelerated, we currently would not have funds available to pay the accelerated debt and may not have the ability to refinance the accelerated debt on terms favorable to us or at all particularly in light of the tightening of lending standards as a result of the ongoing financial crisis. If we could not repay or refinance the accelerated debt, we would be insolvent and could seek to file for bankruptcy protection. Any such default, acceleration or insolvency would likely have a material adverse effect on the market value of our common stock," the Company said in its annual report for the year ended Dec. 31, 2012. * * * 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. ERF WIRELESS: Miles Bretsch Holds 9.6% Equity Stake at March 31 --------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Miles Bretsch disclosed that, as of March 31, 2013, she beneficially owns 739,588 shares of common stock of ERF Wireless, Inc., representing 9.6% of the shares outstanding. A copy of the filing is available at http://is.gd/tHVEmc Based in League City, Texas, ERF Wireless, Inc., provides secure, high-capacity wireless products and services to a broad spectrum of customers in primarily underserved, rural and suburban parts of the United States. The Company's balance sheet at Sept. 30, 2012, showed $6.45 million in total assets, $9.40 million in total liabilities, and a $2.94 million total shareholders' deficit. The Company incurred a consolidated net loss of $3.75 million for the nine months ended Sept. 30, 2012, as compared with a consolidated net loss of $2.32 million for the same period a year ago. EURAMAX HOLDINGS: Amends Form 10-K for Fiscal 2012 -------------------------------------------------- Euramax Holdings, Inc., has amended its annual report on Form 10-K for the fiscal year ended Dec. 31, 2012, initially filed on March 29, 2013, to correct certain information regarding Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters required by Part III, Item 12 of Form 10-K. The amendment does not alter or update any other information contained in the original filing, and the company has not updated disclosures contained therein to reflect any events which occurred at any date subsequent to the original filing. A copy of the Amended Form 10-K is available for free at: http://is.gd/T6UtmW About Euramax Holdings Euramax Holdings Inc. is an international producer of metal and vinyl products sold to the residential repair and remodel, non- residential construction and recreational vehicle markets primarily in North America and Europe. It considers itself a leader in several niche product categories, including preformed roof-drainage products sold in the U.S., metal roofing and siding for wood frame construction in the U.S., and aluminum siding for towable RVs in the U.S. and Europe. The Company's balance sheet at Sept. 30, 2012, showed $636.72 million in total assets, $712.54 million in total liabilities and a $75.81 million total shareholders' deficit. * * * As of June 30, 2010, Euramax carries "Caa1" long-term debt ratings from Moody's and "B-" long-term debt ratings from Standard & Poor's. FIFTH THIRD: Moody's Keeps Non-cumulative Stock's (P)Ba1 Rating --------------------------------------------------------------- Moody's Investors Service assigned the shelf ratings of Fifth Third Bancorp (FITB; senior unsecured rating of Baa1, stable). The following shelf ratings were affirmed: senior unsecured of (P)Baa1, subordinate of (P)Baa2, junior subordinate of (P)Baa3, cumulative preferred stock of (P)Baa3 and non-cumulative preferred stock of (P)Ba1. In the same rating action, Moody's assigned a shelf rating for Backed preferred stock of (P)Baa3 to the following trusts: Fifth Third Capital Trust VIII, Fifth Third Capital Trust IX, Fifth Third Capital Trust X, Fifth Third Capital Trust XI and Fifth Third Capital Trust XII. Moody's said that FITB's shelf ratings reflect the rating agency's normal notching practices. The principal methodology used in this rating was Moody's Consolidated Global Bank Rating Methodology published in June 2012. FITB is headquartered in Cincinnati, Ohio and reported assets of $122 billion at December 31, 2012. FIRST MARINER: Reports $699,000 Net Income in Fourth Quarter ------------------------------------------------------------ 1st Mariner Bancorp reported net income of $699,000 on $13.02 million of total interest income for the three months ended Dec. 31, 2012, as compared with a net loss of $3.97 million on $11.98 million of total interest income for the same period during the prior year. For the year ended Dec. 31, 2012, the Company reported net income of $16.11 million on $47.73 million of total interest income, as compared with a net loss of $30.24 million on $47.50 million of total interest income during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $1.37 billion in total assets, $1.38 billion in total liabilities and a $8.37 million in total stockholders' deficit. Mark A. Keidel, 1st Mariner's chief executive officer, said, "2012 was a year of significant accomplishments for 1st Mariner. Our overall financial results were substantially improved and reflect the year's robust mortgage banking activities, lower charges relating to problem assets as well as our operational efficiency initiatives. Importantly, we also increased our level of non CD deposits." Mr. Keidel added, "During the year, we originated a record $2.5 billion in gross origination volume for residential mortgages which produced over $50.5 million in non-interest income. Additionally our net charge offs in 2012 decreased just under $10 million while our cost of foreclosed properties declined $1.3 million. Also during 2012, we continued to identify opportunities for improvements in operational performance. Among these improvements was the consolidation of over 46,000 square feet of office space as well as the successful conversion of our core data processing system." A copy of the press release is available for free at: http://is.gd/NiQj8Q Retention Agreements with Executives On April 3, 2013, First Mariner Bank, a wholly-owned subsidiary of the Company, entered into Retention and Success Bonus Agreements with Mark A. Keidel, president, chief operating officer and interim chief executive officer of the Company and the Bank, and Paul B. Susie, chief financial officer of the Company and the Bank. As incentive for continued employment with the Bank, the Agreements will provide Messrs. Keidel and Susie with 12 monthly payments of $5,000 and $3,000, respectively, begninning on or about April 15, 2013. In the event that either executive voluntarily terminates his employment with the Bank prior to April 1, 2014, or the Bank terminates the executive's employment with just cause prior to April 1, 2014, the executives would be responsible for repaying the amounts previously paid under the Agreements. If the executive's employment terminates without cause prior to April 1, 2014, the full retention bonus amount would be become immediately due and payable in full. The Agreements also provide that Messrs. Keidel and Susie will qualify for success bonus payments of $350,000 and $185,000, respectively, if the Bank achieves the minimum capital ratios set forth in the Cease and Desist Order issued by the Maryland Commissioner of Financial Regulation and the Federal Deposit Insurance Corporation. In the Order, the FDIC and the Commissioner directed the Bank to raise its leverage and total risk-based capital ratios to 6.5% and 10%, respectively, by March 31, 2010, and to 7.5% and 11%, respectively, by June 30, 2010. At Dec. 31, 2013, the Bank's leverage and total risk-based capital ratios were 3.8% and 7.3%, respectively. About First Mariner Headquartered in Baltimore, Maryland, First Mariner Bancorp -- http://www.1stmarinerbancorp.com/-- is a bank holding company whose business is conducted primarily through its wholly owned operating subsidiary, First Mariner Bank, which is engaged in the general general commercial banking business. First Mariner was established in 1995 and has total assets in excess of $1.3 billion as of Dec. 31, 2010. "Quantitative measures established by regulation to ensure capital adequacy require the [First Mariner] Bank to maintain minimum amounts and ratios of total and Tier I capital to risk-weighted assets, and of Tier I capital to average quarterly assets," the Company said in the filing. "As of March 31, 2011, the Bank was "under-capitalized" under the regulatory framework for prompt corrective action." For the year ended Dec. 31, 2011, Stegman & Company, in Baltimore, Maryland, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company continued to incur significant net losses in 2011, primarily from loan losses and costs associated with real estate acquired through foreclosure. The Company has insufficient capital per regulatory guidelines and has failed to reach capital levels required in the Cease and Desist Order issued by the Federal Deposit Insurance Corporation in September 2009. Bankruptcy Warning As of Dec. 31, 2011, the Bank's and the Company's capital levels were not sufficient to achieve compliance with the higher capital requirements the Company was required to have met by June 30, 2010. The failure to meet and maintain these capital requirements could result in further action by the Company's regulators. In the September Order, the FDIC and the Commissioner directed the Bank to raise its leverage and total risk-based capital ratios to 6.5% and 10%, respectively, by March 31, 2010 and to 7.5% and 11%, respectively, by June 30, 2010. The Company did not meet these requirements. The Company has been in regular communication with the staffs of the FDIC and the Commissioner regarding efforts to satisfy the higher capital requirements. First Mariner currently does not have any material amounts of capital available to invest in the Bank and any further increases to the Company's allowance for loan losses and operating losses would negatively impact the Company's capital levels and make it more difficult to achieve the capital levels directed by the FDIC and the Commissioner. Because the Company has not met all of the capital requirements set forth in the September Order within the prescribed timeframes, the FDIC and the Commissioner could take additional enforcement action against the Company, including the imposition of monetary penalties, as well as further operating restrictions. The FDIC or the Commissioner could direct us to seek a merger partner or possibly place the Bank in receivership. If the Bank is placed into receivership, the Company would cease operations and liquidate or seek bankruptcy protection. If the Company were to liquidate or seek bankruptcy protection, First Mariner does not believe that there would be assets available to holders of the capital stock of the Company. FNB UNITED: Reynolds Neely to Retire From Board of Directors ------------------------------------------------------------ FNB United Corp., the bank holding company for CommunityOne Bank, N.A., and Bank of Granite, announced that R. Reynolds Neely, Jr., is retiring from the FNB United and CommunityOne Boards of Directors, effective immediately prior to the 2013 Annual Meeting of Shareholders, scheduled for June 20, 2013. Mr. Neely has served as a director of FNB United and CommunityOne since 1980, and has been on the Audit Committee and the Enforcement Compliance Committee. Mr. Neely does not serve on the Bank of Granite Board of Directors. At the time of his retirement Mr. Neely will become a director emeritus. "We are grateful for Reynolds' long-standing service to our company and the community, particularly during the last several years as we were recapitalized and re-engaging with our customers, particularly in our headquarters community of Asheboro," said Brian Simpson, chief executive officer of the Company. "We look forward to his continuing insights as he transitions to an emeritus status." The Company's Board is nominating T. Gray McCaskill, CPCU, to stand for election for director at the 2013 Annual Meeting of Shareholders to fill the vacancy created by the retirement of Mr. Neely. Mr. McCaskill is Chief Executive Officer of Senn Dunn Insurance, Greensboro, North Carolina, which is the largest privately owned insurance agency in North Carolina. If elected, Mr. McCaskill will also serve on the Board of CommunityOne Bank, and serve on the Audit Committee and the Enforcement Compliance Committee of both boards. "We are excited that Gray has agreed to stand for election to the Company's Board," said Bob Reid, president of the Company. "His enthusiasm for business development and his knowledge of the various markets we serve in North Carolina will be a tremendous asset to our company as we seek to build our business." "I'm honored to be nominated for election to the Board of Directors of FNB United Corp. and CommunityOne Bank," said McCaskill. "I am committed to helping the Company grow and prosper, if given the opportunity to serve." The Company also announced that its Board has approved changing the name of the Company from FNB United Corp. to "CommunityOne Bancorp". This change in name will be effected through an amendment to the Company's Articles of Incorporation, and is subject to shareholder approval at the 2013 Annual Meeting of Shareholders. The name change is intended to align the name and brand of the Company with that of its primary bank subsidiary, CommunityOne Bank, N.A., which was rebranded in February. "With our new brand and pending merger with Bank of Granite, the time is right to change the name," said Bob Reid. "CommunityOne" reflects our identity and future direction as a state-wide community bank which focuses on customers as its number one priority. "We also are pleased that we will be able to change our stock symbol on the NASDAQ stock market to "COB," added Brian Simpson. "We look forward to rolling out the new brand after the annual meeting." About FNB United Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank holding company for CommunityOne Bank, N.A., and the bank's subsidiary, Dover Mortgage Company. Opened in 1907, CommunityOne Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38 communities throughout central, southern and western North Carolina. Through these subsidiaries, FNB United offers a complete line of consumer, mortgage and business banking services, including loan, deposit, cash management, wealth management and internet banking services. FNB United incurred a net loss of $40 million in 2012, a net loss of $137.31 in 2011, and a net loss of $131.82 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed $2.15 billion in total assets, $2.05 billion in total liabilities and $98.44 million in total shareholders' equity. FOUR OAKS: Cherry Bekaert Replaces Dixon Hughes as Accountants -------------------------------------------------------------- Four Oaks Fincorp, Inc., dismissed Dixon Hughes Goodman LLP as the Company's independent registered public accounting firm, and on April 4, 2012, the Company engaged Cherry, Bekaert & Holland, L.L.P., as its independent registered public accounting firm for the fiscal year ending Dec. 31, 2013. The decision to change independent registered public accounting firms was approved by the Audit and Risk Committee of the Company's Board of Directors. DHG's reports on the financial statements of the Company for the fiscal years ended Dec. 31, 2012, and 2011 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company's two most recent fiscal years ended Dec. 31, 2012, and 2011 and the subsequent interim period through the date of DHG's dismissal, there were (i) no disagreements between the Company and DHG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of DHG, would have caused DHG to make reference to the subject matter of the disagreements in connection with its reports; and (ii) except with respect to the material weaknesses, no "reportable events" within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K. As previously disclosed, in connection with the preparation of the financial statements of the Company for the quarters ended March 31, 2011, and June 30, 2011, the Company's management concluded that certain material weaknesses in the Company's internal control over financial reporting existed. These material weaknesses related to effective identification and valuation of impaired loans, certain reconciliation and review procedures specific to the determination of the allowance for loan losses, and effective and timely valuation adjustments pertaining to foreclosed assets. The Company's management determined that these material weaknesses had been remediated as of Sept. 30, 2011, and did not report any material weaknesses in its Management's Report on Internal Control Over Financial Reporting included in Part II, Item 9A of the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2011. The Audit and Risk Committee has discussed the material weaknesses with DHG and has authorized DHG to respond fully to the inquiries of CBH concerning such material weaknesses and any other matters. During the Company's two most recent fiscal years ended Dec. 31, 2012, and 2011 and the subsequent interim period through the date of CBH's engagement, the Company did not consult with CBH regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and CBH did not provide either a written report or oral advice to the Company that CBH concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of any "disagreement". About Four Oaks Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is the bank holding company for Four Oaks Bank & Trust Company. The Company has no significant assets other than cash, the capital stock of the bank and its membership interest in Four Oaks Mortgage Services, L.L.C., as well as $1,241,000 in securities available for sale as of Dec. 31, 2011. The Company said in its quarterly report for the period ended March 31, 2012, that "The Company and the Bank entered into a formal written agreement (the "Written Agreement") with the Federal Reserve Bank of Richmond ("FRB") and the North Carolina Office of the Commissioner of Banks ("NCCOB") that imposes certain restrictions on the Company and the Bank, as described in Notes I and J. A material failure to comply with the Written Agreement's terms could subject the Company to additional regulatory actions and further restrictions on its business, which may have a material adverse effect on the Company's future results of operations and financial condition." The Company reported a net loss of $9.1 million in 2011, compared with a net loss of $28.3 million in 2010. Four Oaks' balance sheet at Sept. 30, 2012, showed $907.16 million in total assets, $878.40 million in total liabilities and $28.76 million in total shareholders' equity. FREESEAS INC: Regains Compliance with NASDAQ's Closing Price Rule ----------------------------------------------------------------- FreeSeas Inc. has received a letter from NASDAQ, indicating that the Company has regained compliance with the $1.00 per share minimum closing bid price requirement for continued listing on the NASDAQ Capital Market, pursuant to the NASDAQ marketplace rules. Since Feb. 19, 2013, FreeSeas was eligible for an additional 180 calendar day period to regain compliance. For at least 10 consecutive business days from March 6, 2013, to April 2, 2013, the closing bid price has been at $1.00 per share or greater. NASDAQ indicated within its letter that since the Company has regained compliance with Listing Rule 5450(a)(1), this matter is now closed. About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. As reported in the Troubled Company Reporter on July 18, 2012, Ernst & Young (Hellas) Certified Auditors Accountants S.A., in Athens, Greece, expressed substantial doubt about FreeSeas' ability to continue as a going concern, following its audit of the Company's financial statements for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. "In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements with banks." The Company's balance sheet at June 30, 2012, showed US$120.8 million in total assets, US$104.1 million in total current liabilities, and shareholders' equity of US$16.7 million. GENERAL MOTORS: Reaches $5.5MM Accord Over Onondaga Lake Cleanup ---------------------------------------------------------------- The Associated Press reports that the bankruptcy estate of General Motors reached a $5.5 million settlement with federal authorities over pollution in central New York's Onondaga Lake. According to the AP, U.S. Attorney Preet Bharara says the agreement was reached in U.S. Bankruptcy Court with the trust handling GM's affairs. The report says the settlement adds to $39.2 million the trust agreed to pay the Environmental Protection Agency to help clean up PCBs and other pollutants discharged into the lake. A $451 million project to dredge contaminated settlement from the Superfund site is in its second year. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of the world's largest automakers, traces its roots back to 1908. GM employs 208,000 people in every major region of the world and does business in more than 120 countries. GM and its strategic partners produce cars and trucks in 30 countries, and sell and service these vehicles through the following brands: Baojun, Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang, Opel, Vauxhall, and Wuling. GM's largest national market is China, followed by the United States, Brazil, the United Kingdom, Germany, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. was formed to acquire the operations of General Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The U.S. government once owned as much as 60.8% stake in New GM on account of the financing it provided to the bankrupt entity. The deal was closed July 10, 2009, and Old GM changed its name to Motors Liquidation Co. General Motors Corp. 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, 2011. GMX RESOURCES: Common & Preferred Stock Cease Trading on NYSE ------------------------------------------------------------- GMX Resources Inc., on April 1, 2013, received a letter from The New York Stock Exchange notifying the Company that in accordance with Listed Company Manual Section 802.01D, the staff of the NYSE has determined that the Company's common stock, par value $0.001 per share and the Company's 9.25% Series B Cumulative Preferred Stock, par value $0.001 per share will be delisted from NYSE. The NYSE staff reached its decision based upon the Company's voluntary bankruptcy filing and the uncertainty as to the timing and outcome of the bankruptcy process, as well as the ultimate effect of this process on the Company's common stockholders. Given the continued listing requirements, the early status of the bankruptcy case and the demands the bankruptcy case has posed on the Company's resources, the Company does not plan to appeal the NYSE's determination to delist the Company's common stock and preferred stock. Accordingly, trading of the Company's common stock and preferred stock was suspended on April 1, 2013. About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas & Louisiana, 24 proved developed non-producing reservoirs, 48 proved undeveloped locations and several hundred other development locations. GMXR has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7 producing wells in New Mexico. The Company's strategy is to significantly increase production, revenues and reinvest in increasing production. GMXR's goal is to grow and build shareholder value every day. The Company reported net losses of $206.44 million in 2011, $138.29 million in 2010, and $181.08 million in 2009. The Company's balances sheet at Sept. 30, 2012, showed $343.14 million in total assets, $467.64 million in total liabilities and a $124.49 million total deficit. GMX Resources filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla. Case No. 13-bk-11456) on April 1 so secured lenders can buy the business in exchange for $324.3 million in first-lien notes. GMX missed a payment due in March 2013 on $51.5 million in second- lien notes. Other principal liabilities include $48.3 million in unsecured convertible senior notes. GMX RESOURCES: Anthony Melchiorre Holds 6.8% Stake at April 1 ------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exhange Commission, Anthony Melchiorre and Chatham Asset Management, LLC, disclosed that, as of April 1, 2013, they beneficially own 505,198 shares of common stock of GMX Resources Inc. representing 6.82% of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/jbazAD About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas & Louisiana, 24 proved developed non-producing reservoirs, 48 proved undeveloped locations and several hundred other development locations. GMXR has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7 producing wells in New Mexico. The Company's strategy is to significantly increase production, revenues and reinvest in increasing production. GMXR's goal is to grow and build shareholder value every day. The Company reported net losses of $206.44 million in 2011, $138.29 million in 2010, and $181.08 million in 2009. The Company's balances sheet at Sept. 30, 2012, showed $343.14 million in total assets, $467.64 million in total liabilities and a $124.49 million total deficit. GMX Resources filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla. Case No. 13-bk-11456) on April 1 so secured lenders can buy the business in exchange for $324.3 million in first-lien notes. GMX missed a payment due in March 2013 on $51.5 million in second- lien notes. Other principal liabilities include $48.3 million in unsecured convertible senior notes. GOKO RESTAURANT: May Cancel or Sell Some Store Leases ----------------------------------------------------- Andrew Gomes, writing for the Honolulu Star Advertiser, reports that GoKo Restaurant Enterprises LLC, which operates Hawaii's four Sizzler restaurants, has filed for Chapter 11 bankruptcy and indicated it might cancel or sell some of its store leases. GRAYMARK HEALTHCARE: Issues $351,709 Promissory Note to Guarantor ----------------------------------------------------------------- Graymark Healthcare, Inc., on April 2, 2013, issued a promissory note in the original principal amount of $351,709 in favor of Roy T. Oliver. The principal amount of the Note represents the amount Mr. Oliver, a Guarantor under the Loan Agreement, paid to Arvest in satisfaction of principal and interest payments that the Company was required to make. The Note bears interest at an annual rate of 8.0% and is unsecured and subordinated to the Loan Agreement. In the event the Company defaults on the Note, and the event of default is not cured in a timely manner, the lender has the right to declare the outstanding principal and accrued and unpaid interest immediately due and payable. Events of default under the Note include the failure of the Company to pay the Note when due, the Company's assignment for the benefit of creditors or admission of its inability to pay debts as they become due, the commencement of bankruptcy or similar proceedings by or against the Company or an event of default occurs under the Loan Agreement. The Note matures on June 30, 2013, provided that, if the Loan Agreement as in effect on that maturity date does not permit the Company to repay the Note, then the maturity date is continued until such time as the Arvest loan is refinanced or the provisions of the Loan Agreement permits repayment. About Graymark Healthcare Graymark Healthcare, Inc., headquartered in Oklahoma City, Okla., provides care management solutions to the sleep disorder market. As of June 30, 2012, the Company operated 107 sleep diagnostic and therapy centers in 10 states. The Company's balance sheet at Sept. 30, 2012, showed $19.68 million in total assets, $24.29 million in total liabilities and a $4.60 million total deficit. As of Sept. 30, 2012, the Company had an accumulated deficit of approximately $44.5 million and reported a net loss of approximately $9.4 million for the nine months then ending. In addition, the Company used approximately $3.7 million in cash from operating activities from continuing operations during the nine months ending Sept. 30, 2012. In August 2012, the Company executed a definitive agreement to purchase Foundation Surgery Affiliates, LLC and Foundation Surgical Hospital Affiliates, LLC, for 35 million shares of the Company's common stock and a warrant for the purchase of 4 million shares of the Company's common stock at an exercise price of $1.50 (assuming conversion of the preferred stock which was to be issued at closing). The Foundation acquisition has not closed and management does not believe that it will close in its current form due to certain external factors including the inability to obtain the consent of certain preferred interest holders of certain subsidiaries of Foundation. Management is working on an alternative structure for the Foundation transaction, but there is no assurance that the Foundation acquisition will be closed. On Nov. 12, 2012, the Company executed a subscription agreement with Graymark Investments, LLC, in which OHP agreed to purchase 1,444,445 shares of the Company's common stock for $650,000 ($0.45 per share). The proceeds from OHP were received on Nov. 13, and will be used to fund the operations of the Company. Including the stock proceeds from OHP, management estimates that the Company has enough cash to operate through Dec. 31, 2012. Management also plans on raising equity capital or issuing additional debt in the near term to meet the Company's additional cash needs in 2013. In addition, management has initiated a cost reduction plan that is estimated will save the Company in excess of $2 million in 2013. The cost reduction plan includes a reduction in the labor force and general corporate expenses as well as process improvements that will result in lower bad debt expense. During the fourth quarter of 2012, management also anticipates developing a plan to close certain non-profitable lab locations. Historically, management has been able to raise the capital necessary to fund the operation and growth of the Company, but there is no assurance that the Company will be successful in raising the necessary capital to fund the Company's operations. "These uncertainties raise substantial doubt regarding the Company's ability to continue as a going concern," the Company said in regulatory filings. GREENSHIFT CORP: Restates 2011 Annual Report -------------------------------------------- Greenshift Corporation's management concluded that the financial statements of the Company for the year ended Dec. 31, 2011, that were included in the Company's annual report on Form 10-K for that period should no longer be relied upon. The conclusion was based on the discovery of a miscalculation in the Company's weighted average common shares - diluted on the Consolidated Statements of Operations for the year ended Dec. 31, 2011. The 2011 Consolidated Statement of Operations has been restated in the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2012, filed on April 1, 2013. The following table shows the effect of the restatement. Year Ended Dec. 31, 2011 As reported As restated Statement of Operations ----------- ------------- ----------------------- Weighted average common shares outstanding - diluted 16,695,099 1,502,132,224 Earnings per share - diluted: Income from continuing operations $ 0.61 $ 0.01 Net income per share - diluted $ 0.62 $ 0.01 About Greenshift Corporation Headquartered in New York, GreenShift Corporation develops and commercializes clean technologies designed to integrate into and leverage established production and distribution infrastructure to address the financial and environmental needs of its clients by decreasing raw material needs, facilitating co-product reuse, and reducing waste and emissions. Greenshift reported net income of $2.46 million for the year ended Dec. 31, 2012, as compared with net income of $7.90 million during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $8.41 million in total assets, $47.90 million in total liabilities and a $39.48 million total stockholders' deficit. Rosenberg Rich Baker Berman & Company, in Somerset, NJ, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company had $2,030,577 in cash, and current liabilities exceeded current assets by $41,087,222 as of Dec. 31, 2012. In addition...the Company could be subject to default of its senior debt obligation in 2013 if a condition to a forbearance agreement that is not within the Company's control is not satisfied. These conditions raise substantial doubt about its ability to continue as a going concern. GREEN ENDEAVORS: Incurs $140,000 Net Loss in Sept. 30 Quarter ------------------------------------------------------------- Green Endeavors, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $140,038 on $780,597 of total revenue for the three months ended Sept. 30, 2012, as compared with net income of $14,958 on $707,763 of total revenue for the same period during the prior year. For the nine months ended Sept. 30, 2012, the Company reported a net loss of $527,304 on $2.27 million of total revenue, as compared with a net loss of $154,135 on $2.05 million of total revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2012, showed $956,728 in total assets, $4.47 million in total liabilities, and a $3.52 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/hJawQ3 About Green Endeavors Green Endeavors, Inc., through its two wholly-owned subsidiaries, Landis Salons, Inc., and Landis Salons II, Inc., operates two full-service hair and retail salons featuring the Aveda(TM) line of products. In August 2010, the Company determined that Newby Salons, LLC, which operated its Bountiful salon, did not meet the Company's operational performance or real estate requirements and was closed. On Dec. 1, 2010, Newby Salons, LLC was sold. The Company reported a net loss of $276,264 on $2.8 million of total revenue for 2011, compared with net income of $13,939 on $2.3 million of total revenue for 2010. In the auditiors' report accompanying the 2011 financial results, Madsen & Associates CPA's, Inc., in Salt Lake City, Utah, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company will need additional working capital for its planned activity and to service its debt. GUIDED THERAPEUTICS: Amends Registration Statements with SEC ------------------------------------------------------------ Guided Therapeutics, Inc., filed post-effective amendments to the following registration statements registering: (a) 3,130,545 shares of common stock; (b) 1,820,000 Shares of Common Stock; and (c) 15,167,448 shares of common stock. The purpose of the amendments was to (i) include the information contained in the Company's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2012, filed on March 27, 2013, and (ii) make certain other updating revisions. Copies of the amended prospectus are available for free at: http://is.gd/06LJva http://is.gd/rMcF4X http://is.gd/Xu5N33 About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. The Company reported a net loss of $6.64 million in 2011, compared with a net loss of $2.84 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $4.77 million in total assets, $2.64 million in total liabilities and $2.12 million in total stockholders' equity. In its report on the Company's 2011 Form 10-K, UHY LLP, in Sterling Heights, Michigan, noted that the Company's recurring losses from operations and accumulated deficit raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "At September 30, 2012, the Company had working capital of approximately $607,000 and it had stockholders' equity of approximately $2.0 million, primarily due to the recurring losses, offset in part by the recognition of the warrants exchanged as part of the Warrant Exchange Program. As of September 30, 2012, the Company was past due on payments due under its notes payable in the amount of approximately $406,000. "The Company's capital-raising efforts are ongoing. If sufficient capital cannot be raised during the first quarter of 2013, the Company has plans to curtail operations by reducing discretionary spending and staffing levels, and attempting to operate by only pursuing activities for which it has external financial support, such as under its development agreement with Konica Minolta and additional NCI or other grant funding. However, there can be no assurance that such external financial support will be sufficient to maintain even limited operations or that the Company will be able to raise additional funds on acceptable terms, or at all. In such a case, the Company might be required to enter into unfavorable agreements or, if that is not possible, be unable to continue operations, and to the extent practicable, liquidate and/or file for bankruptcy protection." HALLWOOD GROUP: Incurs $6.1 Million Net Loss in Fourth Quarter -------------------------------------------------------------- The Hallwood Group Incorporated reported a net loss of $6.10 million on $30.31 million of revenue for the quarter ended Dec. 31, 2012, as compared with a net loss of $2.15 million on $38.38 million of revenue for the same period during the prior year. Hallwood Group incurred a net loss of $17.94 million on $130.52 million of textile products sales for the year ended Dec. 31, 2012, as compared with a net loss of $6.33 million on $139.49 million of textile product sales during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $70.97 million in total assets, $29.77 million in total liabilities and $41.19 million in total stockholders' equity. Deloitte & Touche LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company is dependent on its subsidiary to receive the cash necessary to fund its ongoing operations and obligations. It is uncertain whether the subsidiary will be able to make payment of dividends to its fund ongoing operations. These conditions raise substantial doubt about its ability to continue as a going concern. A copy of the press release is available for free at: http://is.gd/Uluw4p About Hallwood Group Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT: HWG) operates as a holding company. The Company operates its principal business in the textile products industry through its wholly owned subsidiary, Brookwood Companies Incorporated. Brookwood is an integrated textile firm that develops and produces innovative fabrics and related products through specialized finishing, treating and coating processes. Prior to October 2009, The Hallwood Group Incorporated held an investment in Hallwood Energy, L.P. ("Hallwood Energy"). Hallwood Energy was a privately held independent oil and gas limited partnership and operated as an upstream energy company engaged in the acquisition, development, exploration, production, and sale of hydrocarbons, with a primary focus on natural gas assets. The Company accounted for the investment in Hallwood Energy using the equity method of accounting. Hallwood Energy filed for bankruptcy in March 2009. In connection with the confirmation of Hallwood Energy's bankruptcy in October 2009, the Company's ownership interest in Hallwood Energy was extinguished and the Company no longer accounts for the investment in Hallwood Energy using the equity method of accounting. HEALTHWAREHOUSE.COM INC: Borrows $500,000 From Melrose Capital -------------------------------------------------------------- HealthWarehouse.com, Inc., and its wholly-owned subsidiaries, Hwareh.com, Inc., and Hocks.com, Inc., entered into a Promissory Note and a Security Agreement with Melrose Capital Advisors, LLC. Under the terms of the Note, the Company borrowed $500,000 from the Lender on March 28, 2013. The proceeds of the Loan will be used by the Company for working capital purposes. The Loan bears interest at a floating rate equal to the prime rate plus 4.25% per annum. Interest is payable monthly beginning May 1, 2013. The maturity date of the Loan is March 1, 2015. Under the terms of the Security Agreement, the Company granted the Lender a first priority security interest in all of the Company's assets, in order to secure the Company's obligation to repay the Loan. The Note and Security Agreement contain customary affirmative and negative covenants, including covenants restricting the Company's ability to take certain actions without the Lender's consent, such as incurring additional indebtedness, transferring or encumbering assets, paying dividends or making certain other payments, and acquiring other businesses. The payment of the Loan may be accelerated prior to its maturity date upon certain specified events of default, including failure to pay, bankruptcy, breach of covenant, and breach of representations and warranties. In consideration of the Loan, the Company granted the Lender a warrant to purchase 750,000 shares of HealthWarehouse.com, Inc.'s $0.001 par value common stock at a purchase price of $0.35 per share. The Warrant may be exercised in whole or in part and from time to time for a term of five years from its grant date. The Warrant contains a cashless exercise feature and certain customary anti-dilution adjustment provisions. The Warrant is transferable in whole or in part, so long as the transfer complies with applicable securities laws. The Lender exercised the Warrant on April 1, 2013, in a "cashless" transaction, and will receive 573,826 "net" shares of Common Stock. 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. 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. HOLYOKE MEDICAL: Fitch Affirms 'BB' Rating on $4.5MM Revenue Bonds ------------------------------------------------------------------ Fitch Ratings has affirmed the 'BB' rating for the following bonds issued on behalf of Holyoke Medical Center (formerly known as Holyoke Hospital [Holyoke]), an affiliate of Valley Health System (VHS): -- $4,545,000 Massachusetts Health and Educational Facilities Authority Revenue Bonds, Holyoke Hospital Issue, Series B, 1994 The Rating Outlook is Stable. SECURITY The bonds are secured by a lien on the gross receipts of the obligated group and a debt service reserve fund. KEY RATING DRIVERS SUSTAINED OPERATING PROFITABILITY: Operating margin improved to 4.4% in fiscal 2012 (Sept. 30 year end) up from 1.1% in fiscal 2011. Positive financial results continue to be driven by funds from the Medicaid Section 1115 Waiver ($8.1 million in fiscal 2012). The program is expected to remain stable for the current fiscal year and fiscal 2014. LIGHT DEBT BURDEN: Maximum annual debt service (MADS) remains low at 2.0% of operating revenue through the three-month fiscal 2013 interim period (obligated group only) and MADS coverage was an excellent 3.3x EBITDA. VHS' outstanding bonds will mature in 2015. MIXED LIQUIDITY: Unrestricted cash and investments remain solid relative to debt at 141% of cash to debt at Dec. 31, 2012, but weak relative to operating expenses with a low 43.8 days cash. The stronger financial results have helped VHS modestly build its liquidity. DEFERRED CAPITAL SPENDING: A high average age of plant of 24.7 years and light historic capital spending remain credit concerns as they are indicative of deferred capital projects. RATING SENSITIVITIES Supplemental Funding: The supplemental Medicaid funding program that is providing VHS with its solid operating performance will change in 2015. Fitch expects some funding to remain in place but the level of funding is currently unknown. The affirmation at the current rating in spite of strong financial ratios reflects this uncertainty, as well as VHS' deferred capital spending. VHS' underlying operations without the funding would be negative and even a small drop in funding would affect financial results. CREDIT PROFILE The 'BB' rating reflects improved operating profitability and a light debt burden with strengthened debt service coverage offset by reliance on supplemental funding programs and deferment of capital spending. Fitch's analysis is based upon the consolidated financial statements of Valley Health System, Inc. and Affiliates (VHS), the parent and sole corporate member of Holyoke Medical Center (formerly known as Holyoke Hospital). Holyoke Hospital is a community hospital located in Holyoke, MA, approximately 10 miles north of Springfield, MA. Holyoke is the sole member of the obligated group for the series B bonds and accounted for approximately 85% of VHS's fiscal 2012 operating revenue. Total VHS operating revenue was $144.2 million in fiscal 2012. Despite the continued decrease of inpatient volumes in fiscal 2012, profitability improved due to receipt of $8 million in Medicaid Section 1115 Waiver funds. As a result, operating margin improved to 4.4% in fiscal 2012 from 1.1% in fiscal 2011. Operating performance continues to be hampered by losses at the system's medical group due to physician subsidies. The medical group posted an operating loss of $3 million in fiscal 2012. VHS's manageable and declining debt burden remains a primary positive credit factor. MADS equaled a light 2% of revenues through the three month fiscal 2013 interim period. As the 2015 maturity date of the series B bonds approaches, MADS will continue to decline which should further improve coverage. VHS is finalizing a capital lease for CT scanners, but that should not materially increase VHS' debt burden. In addition to the continued losses at the medical group, credit concerns include a very high average age of plant of 24.7 years. The combination of the high average age of plant and capital spending, which has averaged a light 78.3% of depreciation expense since fiscal 2008, is indicative of deferred capital projects. Holyoke has indefinitely postponed plans to construct a new emergency department. Management is not planning to undertake any major capital projects in the near term. The Stable Outlook is based upon Fitch's expectation that Holyoke will continue to receive Section 1115 waiver funding in fiscal years 2012 through 2014 and that VHS's debt burden will remain light. Holyoke covenants to provide quarterly and annual financial disclosure to the trustee and to bondholders upon request. However, the documents governing the rated issue predate Rule 15c2-12 and Holyoke does not provide disclosure through the Municipal Securities Rulemaking Board's EMMA system, which Fitch views negatively. HORIYOSHI WORLDWIDE: Effects 12-for-1 Reverse Stock Split --------------------------------------------------------- Horiyoshi Worldwide, Inc., effectuated a reverse split of its common shares whereby every 12 old shares of common stock were exchanged for one new share of the Company's common stock. As a result, the issued and outstanding shares of common stock of the Company decreased from 9,685,333 shares prior to the Reverse Split to 807,111 shares following the Reverse Split. FINRA confirmed approval of the Reverse Split on April 2, 2013, payable as a dividend to shareholders, and the Reverse Split became effective on April 3, 2013. The Reverse Split shares are payable upon surrender of certificates to the Company's transfer agent. Effective April 3, 2013, the Company's symbol will change to HHWWD to reflect the Reverse Split and 20 days thereafter, the "D" will be removed and the symbol will return to HHWW. About Horiyoshi Worldwide Los Angeles, Calif.-based Horiyoshi Worldwide, Inc., is a clothing and accessories design and distribution company whose products are inspired by the artwork of Japanese master tattoo artist Yoshihito Nakano -- better known as Horiyoshi III. As reported in the TCR on April 9, 2012, EFP Rotenberg, LLP, in Rochester, New York, expressed substantial doubt about Horiyoshi Worldwide'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 accumulated losses of $3,732,640 since inception. The Company's balance sheet at Sept. 30, 2012, showed $2.0 million in total assets, $1.8 million in total current liabilities, and stockholders' equity of $191,447. I KUSHNIR HOTELS: Development Firm Files Ch.11 in Fort Lauderdale ----------------------------------------------------------------- I. Kushnir Hotels, Inc., based in Hollywood, Florida, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 13-18034) in Fort Lauderdale on April 9, 2013, listing $5,779,432 in assets and $3,983,266 in liabilities. Bankruptcy Judge Raymond B. Ray presides over the case. David W. Langley, Esq., serves as the Debtor's chapter 11 counsel. Paul Brinkmann, writing for the South Florida Business Journal, reports that I. Kushnir Hotels is a development company. It owns three parcels of property near Hollywood Beach -- 601 S Ocean Drive, 340 Desoto St., and 335 Monroe St. A list of the Company's 19 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/flsb13-18034.pdf The petition was signed by Israel Kushnir, president. IMH FINANCIAL: To Acquire $60MM Assets in Satisfaction of Debt -------------------------------------------------------------- IMH Financial Corporation, through various subsidiaries, entered into an agreement with an existing borrower group to, at the option of the Company, transfer to the Company ownership of certain assets in satisfaction of the related loans with a net carrying value of approximately $60 million and release the borrower group from further liability. The Company expects to complete its due diligence in less than 60 days. If the Company chooses to exercise its option, the assets to be acquired, subject to existing liabilities, will include the following: * certain real property, including all improvements thereon, including two operating hotels located in Arizona; * a 28-lot residential subdivision located in Arizona; and * various leasehold and other interests in multiple leases relating primarily to the operations of the operating hotels. As additional consideration for the transactions set forth in the agreement, certain related parties of the borrower group have agreed to provide interim management services for the operating hotels for a specified term following the closing based upon terms customary and reasonable for those services which will be set forth in interim management agreements. About IMH Financial Scottsdale, Ariz.-based IMH Financial Corporation was formed from the conversion of IMH Secured Loan Fund, LLC, or the Fund, a Delaware limited liability company, on June 18, 2010. The conversion was effected following a consent solicitation process pursuant to which approval was obtained from a majority of the members of the Fund to effect the Conversion Transactions and involved (i) the conversion of the Fund from a Delaware limited liability company into a Delaware corporation named IMH Financial Corporation, and (ii) the acquisition by the Company of all of the outstanding shares of the manager of the Fund Investors Mortgage Holdings Inc., or the Manager, as well as all of the outstanding membership interests of a related entity, IMH Holdings LLC, or Holdings on June 18, 2010. The Company is a commercial real estate lender based in the southwest United States with over 12 years of experience in many facets of the real estate investment process, including origination, underwriting, documentation, servicing, construction, enforcement, development, marketing, and disposition. The Company focuses on a niche segment of the real estate market that it believes is underserved by community, regional and national banks: high yield, short-term, senior secured real estate mortgage loans. The intense level of underwriting analysis required in this segment necessitates personnel and expertise that many community banks lack, yet the requisite localized market knowledge of the underwriting process and the size of the loans the Company seeks often precludes the regional and community banks from efficiently entering this market. The Company reported a net loss of $35.19 million in 2011, a net loss of $117.04 million in 2010, and a net loss of $74.47 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $228.93 million in total assets, $86.63 million in total liabilities and $142.30 million in total stockholders' equity. IMH FINANCIAL: To Acquire L'Auberge de Sedona and Orchards Inn -------------------------------------------------------------- IMH Financial Corporation, through various subsidiaries, entered into an agreement to acquire the hotel properties L'Auberge de Sedona and Orchards Inn, 28 residential lots in a 38-lot scenic canyon subdivision abutting the National Forest, as well as other related assets, all located in Sedona, Arizona. Will Meris, president of IMH, had this to say: "Our relationship with the current owners of the Sedona properties has spanned several years, during which time we have provided the capital resources to renovate and enhance the hotels. We believe L'Auberge represents the pinnacle of 'premier luxury hospitality' and we look forward to working with the existing staff to continually exceed the expectations of hotel guests. During the ownership transition period, we anticipate working closely with the current owners and management, who will remain integrally involved with hotel operations. Additionally, IMH has retained the services of Ernst & Young's Hospitality Specialty Practice, who will assist with our goal of maintaining and improving the national and international reach of these luxury assets." Al Spector, current principal owner of the hotels, lauds the support of IMH, "Through the recent recession, our relationship with IMH allowed us to complete wonderful improvements to the properties and has contributed greatly to our unrelenting objective of making L'Auberge and the Orchards the world-class destinations they are today. L'Auberge's many awards are the legacy upon which IMH can continue to build, as they work to advance L'Auberge to a larger world stage." About L'Auberge de Sedona Nestled amongst the forest of towering pines and majestic red rock formations of Sedona, the four-diamond L'Auberge de Sedona hotel consists of 87 total units, including 32 newly constructed cottages and 55 recently renovated guestrooms and cottages, spread out among eleven elegantly landscaped acres. Thanks in large part to its luxurious amenities, excellent service, and iconic location, L'Auberge has earned an award-winning reputation and has collected multiple industry accolades over the years, regularly achieving an elevated ranking amongst the hospitality sector's elite, including: "Top Resorts in the Continental US for 2012" (ranked #18) - Travel + Leisure; and "World's 500 Best Hotels for 2013" - Travel + Leisure. Famously perched atop the banks of the winding Oak Creek, L'Auberge is as picturesque as it is conveniently located. Proximate to many of Sedona's most renowned leisure and entertainment destinations, L'Auberge also features award-winning on-site dining options, spa facilities and indoor/outdoor function space. It is home to the L'Auberge Restaurant, a Mediterranean- inspired American restaurant named "One of the Top Ten Restaurants in the Southwest" by Conde Nast Traveler. Offering both indoor seating and outdoor, creek-side dining, patrons can soak in spectacular views while enjoying some of the finest cuisine Sedona has to offer. About Orchards Inn Orchards Inn is a 42-room, upscale hotel located on approximately one acre adjacent to L'Auberge de Sedona. Built in 1975, Orchards Inn features large, recently renovated guestrooms in a convenient location in the heart of Uptown Sedona. The hotel's spacious guest quarters feature private balconies with unobstructed panoramic views of Sedona's magnificent red rock formations. Orchards also recently added the Taos Cantina restaurant, which contains 79 indoor seats and three outdoor patios with 65 seats and incredible views. Both properties are near numerous popular recreational and cultural destinations such as national and state parks, hiking trails, golf courses, shops, restaurants, art galleries and museums. L'Auberge and Orchards have each achieved strong fundamental growth and increased market share over the years; a trend that is expected to continue, as discriminating travelers seek to realize the best of what Sedona has to offer in the way of luxury hotel accommodations. About Sedona Sedona, Arizona, is considered one of the premier resort destinations in the U.S., given its natural beauty and scenery, proximity to area tourist attractions, and favorable climate. Sedona features a wide array of attractions and activities, including a unique combination of outdoor recreational, cultural and spiritual activities that have helped it become a favored resort destination among leisure travelers. About IMH Financial Scottsdale, Ariz.-based IMH Financial Corporation was formed from the conversion of IMH Secured Loan Fund, LLC, or the Fund, a Delaware limited liability company, on June 18, 2010. The conversion was effected following a consent solicitation process pursuant to which approval was obtained from a majority of the members of the Fund to effect the Conversion Transactions and involved (i) the conversion of the Fund from a Delaware limited liability company into a Delaware corporation named IMH Financial Corporation, and (ii) the acquisition by the Company of all of the outstanding shares of the manager of the Fund Investors Mortgage Holdings Inc., or the Manager, as well as all of the outstanding membership interests of a related entity, IMH Holdings LLC, or Holdings on June 18, 2010. The Company is a commercial real estate lender based in the southwest United States with over 12 years of experience in many facets of the real estate investment process, including origination, underwriting, documentation, servicing, construction, enforcement, development, marketing, and disposition. The Company focuses on a niche segment of the real estate market that it believes is underserved by community, regional and national banks: high yield, short-term, senior secured real estate mortgage loans. The intense level of underwriting analysis required in this segment necessitates personnel and expertise that many community banks lack, yet the requisite localized market knowledge of the underwriting process and the size of the loans the Company seeks often precludes the regional and community banks from efficiently entering this market. The Company reported a net loss of $35.19 million in 2011, a net loss of $117.04 million in 2010, and a net loss of $74.47 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $228.93 million in total assets, $86.63 million in total liabilities and $142.30 million in total stockholders' equity. INTELLIPHARMACEUTICS INT'L: Incurs $1MM Loss in Feb. 28 Qtr. ------------------------------------------------------------ Intellipharmaceutics International Inc. reported a net loss of US$1.09 million on US$0 of revenue for the three months ended Feb. 28, 2013, as compared with a comprehensive loss of US$2.13 million on US$107,091 of revenue for the period ended Feb. 29, 2012. The Company's balance sheet at Feb. 28, 2013, showed US$2.55 million in total assets, US$5.20 million in total liabilities and a $2.65 million shareholders' deficiency. "In order for the Company to continue operations at existing levels, the Company expects that over the next twelve months the Company will require significant additional capital. While the Company expects to satisfy its operating cash requirements for at least the next twelve months from cash on hand, collection of anticipated revenues resulting from future commercialization activities, development agreements or marketing license agreements, through managing operating expense levels, funds from senior management through the convertible debenture described elsewhere herein, equity and/or debt financings, and/or new strategic partners funding some or all costs of development, there can be no assurance that the Company will be able to obtain any such capital on terms or in amounts sufficient to meet its needs or at all. The availability of financing will be affected by, among other things, the results of the Company's research and development, its ability to obtain regulatory approvals, the market acceptance of its products, the state of the capital markets generally, strategic alliance agreements, and other relevant commercial considerations. In addition, if the Company raises additional funds by issuing equity securities, its then existing security holders will likely experience dilution, and the incurring of indebtedness would result in increased debt service obligations and could require the Company to agree to operating and financial covenants that would restrict its operations. In the event that the Company does not obtain additional capital over the next twelve months, there may be substantial doubt about its ability to continue as a going concern and realize its assets and pay its liabilities as they become due." A copy of the Report is available for free at: http://is.gd/U45ZVY Voting Results At the annual meeting of shareholders of Intellipharmaceutics International held on March 28, 2013, Dr. Isa Odidi, Dr. Amina Odidi, John Allport, Bahadur Madhani, Bahadur Madhani, Kenneth Keirstead, and Dr. Eldon R. Smith as directors. Deloitte LLP was reappointed to the office of auditors until the next annual meeting of shareholders and the directors were authorized to fix the remuneration of the auditors. 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. INTELSAT SA: Issues $3.5 Billion Senior Notes --------------------------------------------- Intelsat (Luxembourg) S.A. issued $3.5 billion aggregate principal amount of Senior Notes, consisting of $500 million aggregate principal amount of 6 3/4% Senior Notes due 2018, $2 billion aggregate principal amount of 7 3/4% Senior Notes due 2021 and $1 billion aggregate principal amount of 8 1/8% Senior Notes due 2023. The New Luxembourg Notes were issued pursuant to an indenture, dated as of April 5, 2013, among Intelsat Luxembourg, as issuer, Intelsat S.A., as parent guarantor, and Wells Fargo Bank, National Association, as trustee. The net proceeds from the New Luxembourg Notes will be used by Intelsat Luxembourg to redeem $915 million aggregate principal amount of its outstanding 11 1/2 / 12 1/2% Senior PIK Election Notes due 2017 in its previously announced redemption, to redeem the remaining approximately $1,588 aggregate principal amount of its outstanding 2017 PIK Notes in its previously announced redemption, and to redeem $754.8 million aggregate principal amount of its outstanding 11 1/4% Senior Notes due 2017 in its previously announced redemption, to pay related fees and expenses and for general corporate purposes, which may include the repayment, redemption, retirement or repurchase of additional due 2017 Senior Notes or other outstanding indebtedness of Intelsat Luxembourg and its subsidiaries. Each series of New Luxembourg Notes is redeemable on the dates, at the redemption prices and in the manner specified in the Indenture. Pursuant to a registration rights agreement, dated as of April 5, 2013, Intelsat Luxembourg, as issuer, and Intelsat S.A., as parent guarantor, agreed with Goldman, Sachs & Co., as representative of the initial purchasers in the offering of the New Luxembourg Notes, in the limited circumstances to make an offer to exchange the New Luxembourg Notes for registered, publicly tradable notes that have substantially identical terms to the New Luxembourg Notes. Certain of the Initial Purchasers and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, investment banking and commercial banking services for Intelsat Luxembourg and its affiliates, for which they received or will receive customary fees and expenses. Affiliates of one or more of the Initial Purchasers are lenders or agents under the credit facilities maintained by Intelsat Luxembourg's affiliates. A copy of the Form 8-K is available for free at: http://is.gd/PUriav A copy of the Indenture is available for free at: http://is.gd/KS9doR 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. * * * As reported by the TCR on April 4, 2013, Moody's Investors Service placed Intelsat S.A.'s ratings on review for upgrade (including the Corporate Family Rating currently at Caa1) given the announcement, by Intelsat Global Holdings S.A., Intelsat's indirect ultimate parent company, of an equity issue, the proceeds of which will be applied to reduce debt at Intelsat and its direct and indirect subsidiaries. INVENERGY WIND: S&P Affirms & Withdraws 'B' Corp. Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed and then withdrew its 'B' corporate credit rating on Invenergy Wind Power LLC, an indirectly 100% owned subsidiary of Invenergy Investment Co. LLC, a developer of renewable and gas-fired generation assets. ISAACSON STEEL: Can Employ Sheehan Phinney as Chapter 5 Counsel --------------------------------------------------------------- Isaacson Steel, Inc. and Isaacson Structural Steel, Inc. sought and obtained approval from the U.S. Bankruptcy Court to employ James S. LaMontagne and the firm of Sheehan Phinney Bass + Green PA as special counsel to, among other things: (a) advise and assist the Debtors with respect to all matters and proceedings arising in, under or related to the Chapter 5 Claims; (b) review and prosecute any and all Chapter 5 Claims of the estate; and (c) represent the Debtors at any hearings arising in, under or related to the Chapter 5 Claims. The Debtors propose to pay SPB+G $400 per hour on a case by case basis. The Chapter 5 Counsel's fees will be limited by, in addition to the Court's orders, the amount collected in each case (i.e. if the Debtor recovers a $5,000 preference but expends $5,500 in fees, Chapter 5 Counsel's fees will be capped at $5,000 for that specific case). William S. Gannon, Esq., attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Isaacson Structural Steel Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc., filed for Chapter 11 bankruptcy (Bankr. D. N.H. Case No. 11-12416) on June 22, 2011. Bankruptcy Judge J. Michael Deasy presides over the case. Isaacson Structural Steel estimated both assets and debts of $10 million to $50 million. The petition was signed by Arnold P. Hanson, Jr., president. An official committee of unsecured creditors has been appointed in Isaacson Structural Steel's case. Nixon Peabody LLP, and Mesirow Financial Consultants represents the Committee. A bankruptcy petition was also filed for Isaacson Steel, Inc. (Bankr. D. N.H. Case No. 11-12415) on June 22, 2011, estimating assets and debts of $1 million to $10 million. The petition was signed by Arnold P. Hanson, Jr., president. William S. Gannon, Esq., also represents Isaacson Steel. The cases are now being jointly administered. No trustee or examiner has been appointed in this case. J.C. PENNEY: Draws $850MM From Bank Facility to Shore Up Liquidity ------------------------------------------------------------------ J. C. Penney Corporation, Inc., on April 12, 2013, borrowed $850 million out of its $1.85 billion committed revolving credit facility with JPMorgan Chase Bank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association, as LC Agent. JC Penney said the move was to enhance the Company's financial flexibility and position. The proceeds will be used to fund working capital requirements and capital expenditures, including the replenishment of inventory levels in anticipation of the completion of its newly renovated home departments next month. The Borrowing initially bears interest at the Alternate Base Rate (as defined in the Credit Agreement) plus a spread of 2.00% per annum. The interest rate is currently 5.25% per annum. The Borrowing has a maturity date of April 4, 2014. Proceeds of the Borrowing will be used to fund working capital requirements and capital expenditures, including the replenishment of inventory levels in anticipation of the completion of the Company's newly renovated home departments next month. Chief Financial Officer Ken Hannah said, "Earlier this year, we increased our revolving credit facility in anticipation of operating, working capital and capital expenditure needs, especially during the first half of the year. As we near completion of the home department transformation in over 500 stores, we have been undertaking and will continue to experience a significant inventory build and increase in capital expenditures. Mr. Hannah continued, "The draw under our revolver today provides more than our current funding needs to ensure our continued liquidity. Moreover, we will continue to explore additional capital raising alternatives with the assistance of our financial advisors." Over the past few months, the Company has worked to improve performance through changes in its pricing and promotional strategies, including the return of coupons, and the development of other new initiatives to drive store traffic and deliver the style, quality and value that its customers want. The action bolsters those efforts, as well as the Company's on-going financial position. The Wall Street Journal's Serena Ng and Dow Jones Newswires' Karen Talley report that the move buys time for new chief executive Myron "Mike" Ullman to reverse sagging sales at the department store operator while it looks for ways to raise additional capital. The report relates the borrowed money is secured by inventory, credit-card receivables and other assets. The report notes in February JC Penney got banks to increase the size of its credit facility, which matures in April 2016. But the drawdown came sooner than some analysts had expected. "This is more cash than we thought Penney might need to get through the year and also a bit sooner than we thought they might need it," Carol Levenson, director of research at debt analysis firm Gimme Credit, said in a note to clients, according to the report. She said the move indicates that the other capital- raising options Penney is looking at could take time because "no potential equity investor was ready with a checkbook." Often when a company draws on its revolving credit line it sends a negative message to investors that its cash running low. But in Penney's case, the company said it now has more money than it currently needs, which buys it time and financial flexibility, Ms. Levenson said, the report relates. According to the report, people familiar with the matter have said bankers at Blackstone Group LP and Centerview Partners are advising J.C. Penney on its fundraising options. S&P's Take The report also says the $850 million in borrowings from the credit line won't be able to sustain the company for very long. Analysts from ratings firm Standard & Poor's on Monday said Penney's liquidity remains "less than adequate" given the company's "rapidly declining sales and cash flow." They said they expect meaningful changes to Penney's business over the coming months as Mr. Ullman reassesses its stores, promotions and marketing strategies. S&P warned that additional secured borrowings on top of the revolving credit line could hurt Penney's CCC+ credit rating, which is already deep in junk territory. Ron Johnson left his post as CEO at Penney last week and Mr. Ullman, the company's former CEO, was reinstated. Richard Collings, writing for The Deal Pipeline, reports Penney may have rid itself of its former CEO Johnson in the nick of time. While he was able to pull in the crowds at Apple Inc.'s showplace stores, Mr. Johnson failed miserably at Penney, where customers wanted less of beautifully designed interiors and more of their dearly beloved coupons. "It's too early to share next steps, but Mike [Ullman] plans to immediately engage with the Company's stakeholders, including a range of audiences -- customers, team members, suppliers, real estate, business partners, shareholders, etc. -- to analyze the Company's situation. He will then develop a plan to improve performance moving forward," said Joseph Thomas, a J.C. Penney spokesman, in an e-mail, according to The Deal Pipeline. Mum on Bankruptcy The Deal Pipeline relates that while Mr. Thomas was touting Mr. Ullman's engagement with stakeholders, what he declined to say when asked was whether the company was considering hiring an accounting firm to conduct a cash flow assessment or a financial adviser to assist with a restructuring, or if Penney might sell off assets such as real estate, or even seek reorganization through a Chapter 11 bankruptcy filing. The Deal Pipeline also relates an industry source who specializes in retail restructurings and turnarounds said there is enough capacity on Penney's revolving credit facility to provide the retailer with the needed resources to keep the operation afloat. The company could also consider selling some of its real estate, which includes more than 400 department store locations it owns, though the source ruled out converting real estate into a REIT. A successful REIT requires a top-notch credit rating, the source added, which Penney lacks. According to the Deal Pipeline, what J.C. Penney will mostly strive its utmost to do is to avoid a Chapter 11 bankruptcy filing for these reasons: -- Likely opposition of Bill Ackman, whose Pershing Square Capital Management LP has a nearly 18% stake in Penney, although the hedge fund manager's star is likely on the descent since he brought Mr. Johnson on as CEO; -- Some retailers that sought Chapter 11 resulted in liqudiations, including the housewares seller Linens Holding Co., department store Mervyn's Holdings LLC, bookseller Borders Group Inc., electronics retailer Circuit City Stores Inc. The Deal Pipeline relates an industry source explained that, in an asset-rich situation such as Penney, creditors are more likely to push for liquidation to make sure they get their money back, rather to wait through the normal debt-for-equity swap that tends to accompany reorganization. Deal Pipeline also notes that if there is a white knight private equity buyer out there Penney's stock price has farther to fall to get private equity interested. Buyout firms wouldn't consider a buyout of Penney until the stock reached about $5 per share -- the company currently trades at close to $14 per share, a source calculated. Apollo Global Management LLC and Leonard Green & Partners LP were names reported previously to The Deal as being interested. J.C. PENNEY: Annual Equity Awards to Executive Officers Approved ---------------------------------------------------------------- The Human Resources and Compensation Committee of J.C. Penney Company, Inc.'s board of directors approved the annual equity award to executive officers and senior team members of J.C. Penney consisting of stock options and performance-based restricted stock units. The number of performance units granted is a target award which may increase or decrease based on the extent to which the Company achieves the performance measurement established by the Committee at the beginning of the performance cycle, which is the Company's fiscal year. The payout matrix established by the Committee sets forth a range of payout percentages (from 0% to 200%) relative to the Company's actual results for the fiscal year. The performance measurement is earnings per share, defined as earnings per share, excluding qualified pension and restructuring charges. Once the performance cycle ends, the actual performance units earned are then subject to additional time-based vesting requirements. The entire earned award vests on the three-year anniversary of the grant date provided the participant remains continuously employed with the Company during that time. Upon vesting, the performance units are paid out in shares of J.C. Penney common stock. The base salaries and target incentive opportunity percentages under the J. C. Penney Corporation, Inc. 2013 Management Incentive Compensation Program for the executive officers of J. C. Penney Company, Inc., remain unchanged. In accordance with the equity award grant policies of the Human Resources and Compensation Committee of the Company's Board of Directors, the annual grant of equity awards was effective on April 3, 2013. For 2013, the executive officers' equity values were delivered 50% in the form of stock options and 50% in the form of performance-based restricted stock units. Ken Hannah was granted 123,762 stock options and 60,638 performance-based restricted stock units. Janet Dhillon was granted 141,443 stock options and 69,300 performance-based restricted stock units. Ron Johnson, Michael Kramer and Dan Walker did not receive an annual grant of equity awards in 2013. About J.C. Penney Plano, Texas-based J.C. Penney Company, Inc. is one of the U.S.'s largest department store operators with about 1,100 locations in the United States and Puerto Rico. Revenues are about $14 billion. The Company carries Moody's Investors Service's B3 Corporate Family Rating with negative outlook. Early in March 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Penney to 'CCC+' from 'B-'. The outlook is negative. At the same time, S&P lowered the issue- level rating on the company's unsecured debt to 'CCC+' from 'B-' and maintained its '3' recovery rating on this debt, indicating S&P's expectation of meaningful (50% to 70%) recovery for debtholders in the event of a payment default. "The downgrade reflects the performance erosion that has accelerated throughout the previous year and seems likely to persist over the next 12 months," explained Standard & Poor's credit analyst David Kuntz. At the same time, Fitch Ratings downgraded the Company's Issuer Default Ratings to 'B-' from 'B'. The Rating Outlook is Negative. The rating downgrades reflect Fitch's concerns that there is a lack of visibility in terms of the Company's ability to stabilize its business in 2013 and beyond after a precipitous decline in revenues leading to negative EBITDA of $270 million in 2012. Penney, Fitch said, will need to tap into additional funding to cover a projected FCF shortfall of $1.3 billion to $1.5 billion in 2013, which could begin to strain its existing sources of liquidity. In February 2013, Penney received a notice of default from a law firm representing more than 50% of its 7.4% Debentures due 2037. The Company has filed a lawsuit in Delaware Chancery Court seeking to block efforts by the bondholder group to declare a default on the 2037 bonds. Penney also asked lawyers at Brown Rudnick LLP to identify the investors they represent. L BRANDS: Fitch Affirms 'BB+' Issuer Default Rating --------------------------------------------------- Fitch Ratings has affirmed its ratings on L Brands, Inc. (L Brands, formerly known as Limited Brands, Inc.), including the long-term Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook is Stable. Key Rating Drivers The affirmations reflect L Brands' strong brand recognition and dominant market positions in intimate apparel and personal care and beauty products, strong operating results, reasonable credit metrics and solid cash flow generation. The ratings also consider the company's track record of shareholder-friendly activities. L Brands' strong business profile is anchored by its two profitable flagship brands, Victoria's Secret and Bath & Body Works, a strong direct business, and a growing international footprint. The company's comparable store sales (comps) trends have remained robust in the past three years, driven by relevant brands and merchandise that command attractive pricing and benefit from a loyal customer base. In addition to positive operating leverage from strong comps growth, the company has driven margin growth through efficient inventory management. EBITDA margins in the 20%-range compare favorably to the broader retail average in the low teens. Fitch expects that L Brands can sustain comps growth in 2%-3% range and EBITDA margin to remain in excess of 20% over the next three years. This is underscored by strong comp growth in both the Victoria's Secret brand (approximately 63% of sales and 64% of EBITDA including the Victoria's Secret direct business) and Bath & Body Works brand (approximately 28% of sales and 32% of EBITDA). Fitch expects the growth of PINK in the U.S. (which could double over the next few years from $1.5 billion currently) and international expansion, if executed successfully, could drive top line growth in the mid-single-digit range and enable the company to move towards its targeted EBIT margin of the high teens from 16.3% currently. Capex is expected to increase modestly to $600 million-$700 million, from $588 million in 2012, reflecting new store constructions and square footage expansion to primarily support PINK and international growth. The company has been closing underperforming stores to drive improvement in overall store productivity (which resulted in net square footage decline over the past few years), but it expects square footage to grow by approximately 3% in 2013 given PINK and international growth. Lease-adjusted leverage was at 3.4x as of Feb. 2, 2013, which is within the context of the existing rating level. Fitch expects the company to maintain a leverage profile in the mid-3x area, directing free cash flow (FCF) toward dividends and share repurchases. FCF before dividends is expected to be in the $650 million-$750 million range annually over the next 24 months. Besides a regular dividend, six special dividends totaling more than $3.3 billion have been declared since 2010, including the most recent payout announced in December 2012. In addition, the company completed more than $2 billion in share repurchases over the past three years. These actions have been supported by $2 billion of incremental debt over the past two years. As a result, the company's shareholder-friendly posture is a key constraint to the rating. More significant debt-financed dividends and/or share repurchases could be a concern for the rating. Liquidity is strong, as indicated by a cash balance of $773 million as of Feb. 2, 2013 and an undrawn $1 billion revolving credit facility. The company has a comfortable maturity profile, staggered over many years. Fitch considers refinancing risk low given L Brands' strong business profile, favorable operating trends, and reasonable leverage. RATING SENSITIVITIES A positive rating action would likely require both the continuation of positive operating trends and a shift in posture toward debt reduction and the maintenance of financial leverage in the low 3x on a consistent basis. A negative rating action could be driven by a trend of negative comparable store sales and/or margin compression from fashion misses, execution missteps, or loss of competitive traction. A larger than expected debt-financed share repurchase and/or leverage rising to approximately 4x would be a negative for the rating. Fitch has affirmed the following ratings on L Brands: -- Long-term IDR at 'BB+'; -- $1 billion bank credit facility at 'BBB-'; -- Senior guaranteed unsecured notes at 'BB+'; and -- Senior unsecured notes at 'BB'. The Rating Outlook is Stable. LA JOLLA: Incurs $3.1 Million Net Loss in Fourth Quarter -------------------------------------------------------- La Jolla Pharmaceutical Company reported a net loss of $3.10 million for the three months ended Dec. 31, 2012, as compared with a net loss of $13.32 million for the same period during the prior year. For the 12 months ended Dec. 31, 2012, the Company incurred a net loss of $7.73 million, as compared with a net loss of $11.54 million for the 12 months ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $3.43 million in total assets, $216,000 in total liabilities, all current, and $3.21 million in total stockholders' equity. "We achieved several critical objectives in 2012, highlighted by the acceptance by the FDA of our IND for GCS-100, which included a clinical trial protocol designed to study GCS-100 in patients with CKD," said George Tidmarsh, M.D., Ph.D., La Jolla's president and chief executive officer. "We have continued to build off this momentum in 2013 by initiating a Phase 1/2 clinical trial in patients with CKD and announcing a new pipeline product, LJPC- 501." A copy of the press release is available for free at: http://is.gd/TmEry6 About La Jolla Pharmaceutical San Diego, Cal.-based La Jolla Pharmaceutical Company (OTC BB: LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company that has historically focused on the development and testing of Riquent as a treatment for Lupus nephritis. After auditing the 2011 results, BDO USA, LLP, in San Diego, California, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations, has an accumulated deficit of $439.6 million and a stockholders' deficit of $15.6 million as of Dec. 31, 2011, and has no current source of revenues. LDK SOLAR: Still Seeking OK for LDK Anhui Purchase Agreement ------------------------------------------------------------ LDK Solar Co., Ltd., said it continues to work with the relevant governmental agencies on the review and approval of the purchase agreement for LDK Anhui. The purchase agreement was announced on Jan. 2, 2013, with Shanghai Qianjiang Group. According to the terms of the agreement, Qianjiang Group agreed to purchase all shares of LDK Anhui, located in Hefei City, for approximately RMB 25 million and release the guarantee LDK Solar provided to LDK Anhui and its subsidiaries within 12 months, as well as compensate LDK Solar for any loss associated with such guarantee, prior to its release. The planned closing date for this purchase agreement was originally set for March 31, 2013, subject to relevant governmental approvals. "We have been working with relevant governmental agencies on this purchase agreement with Shanghai Qianjiang Group for LDK Anhui," stated Xingxue Tong, President and CEO of LDK Solar. "We will provide further updates when a final approval decision is made." About LDK Solar LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi- Tech Industrial Park, Xinyu City, Jiangxi Province, People's Republic of China, is a vertically integrated manufacturer of photovoltaic products, including high-quality and low-cost polysilicon, solar wafers, cells, modules, systems, power projects and solutions. LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by LDK New Energy, a British Virgin Islands company wholly owned by Xiaofeng Peng, LDK's founder, chairman and chief executive officer, to acquire all of the equity interests in Jiangxi LDK Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited. KPMG in Hong Kong, China, said in a May 15, 2012, audit report, there is substantial doubt on the ability of LDK Solar Co., Ltd., to continue as a going concern. According to KPMG, LDK Solar has a net working capital deficit and is restricted to incur additional debt as it has not met a financial covenant ratio under a long-term debt agreement as of Dec. 31, 2011. These conditions raise substantial doubt about the Group's ability to continue as a going concern. LDK Solar's balance sheet at Sept. 30, 2012, showed US$5.76 billion in total assets, US$5.41 billion in total liabilities, US$299.02 million in redeemable non-controlling interests and US$45.91 million in total equity. LEAGUE NOW: Incurs $359,000 Net Loss in 2012 -------------------------------------------- League Now Holdings Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $359,365 on $3.72 million of revenue for the 12 months ended Dec. 31, 2012, as compared with a net loss of $112,868 on $3.65 million of revenue for the 12 months ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $1.41 million in total assets and $1.77 million in total liabilities. Harris F. Rattray CPA, in Pembroke Pines, Florida, 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 accumulated net losses of $566,540 and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company is authorized to issue 250,000,000 shares of common stock, $.001 par value and 10,000,000 shares of preferred stock, par value $.001. A copy of the Form 10-K is available for free at: http://is.gd/QYK6DZ The Company experienced a delay in completing the necessary disclosures and finalizing its financial statements with its independent public accountant in connection with its Annual Report on Form 10-K for the year ended Dec. 31, 2012. As a result of this delay, the Company was unable to file its Annual Report by the prescribed filing date of April 1, 2013, without unreasonable effort or expense. About League Now Brecksville, Ohio-based League Now Holdings Corporation, through its subsidiary, Infiniti Systems Group, Inc., provides technology integration services to businesses in the midwestern United States. LINEAGE LOGISTICS: S&P Assigns 'B' CCR & Rates $220MM Loan 'B' --------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B' corporate credit rating to U.S.-based Lineage Logistics LLC. The outlook is stable. At the same time, S&P assigned a 'B' rating to the company's $220 million senior secured term loan due 2019, as well as a '3' recovery rating, indicating S&P's expectations that lenders would receive meaningful (50% to 70%) recovery of principal in a payment default scenario. S&P based all ratings on preliminary offering statements, and they are subject to review of final documentation. "The ratings on Lineage Logistics reflect the company's significant debt levels (our analysis includes debt at a related property company) and acquisitive growth strategy," said Standard & Poor's credit analyst Anita Ogbara. Partially offsetting these weaknesses are the company's sizeable market position as the second-largest cold storage warehousing and logistics company in North America, as well as its customer and end-market diversity. S&P characterizes Lineage Logistics business risk profile as "fair," financial risk profile as "highly leveraged," and liquidity as "adequate" under its criteria. Lineage Logistics was formed through a series of acquisitions focused on cold storage, logistics, real estate, and business services. Private equity firm Bay Grove Capital purchased a predecessor of Lineage Logistics in 2008 and the company has completed eight acquisitions to date. S&P expects the company's growth strategy to remain acquisitive and that proceeds from this transaction will fund two additional acquisitions. Based on the timing of these acquisitions, S&P believes debt to EBITDA will fluctuate in the mid- to low-5x area. As a private company, Lineage Logistics does not publicly disclose its financial information. "Our ratings incorporate an expectation that the company will manage its acquisition program in such a way as to maintain debt to EBITDA between 5x and 6x. In calculating this ratio, we have included debt associated with the property company that is not a guarantor of the notes and is nonrecourse but that we view as an integral part of the company's cold storage and warehousing business. While the company's private equity ownership limits its access to external funding sources, adding to financial risk, we believe that it also provides an incentive for management to operate the business prudently and to take a disciplined approach to future acquisitions," S&P said. The outlook is stable. S&P believes continued integration risk, coupled with a highly leveraged financial profile and very aggressive acquisition strategy, will constrain credit metrics. S&P expects credit metrics to remain at or near current levels due to management's history of aggressive acquisitions and planned purchases over the next several quarters. S&P could lower the ratings if poor acquisition integration or other operating problems constrain earnings and cash flow, resulting in debt to EBITDA above 6x on a sustained basis. If operating performance and acquisition integration is better than S&P expects, such that debt to EBITDA improves to at least 3.5x, S&P could raise the ratings. LITHIUM TECHNOLOGY: Faces Shareholder Lawsuit in New York --------------------------------------------------------- Cicco Holding AG and Frazer-Nash, on March 29, 2013, filed a lawsuit against Lithium Technology in the United States District Court for the Southern District of New York seeking, among other things, specific performance of the Company's obligations under Section 5.11 of the Securities Purchase Agreement and damages in respect of breaches by the Company of its obligations under the Securities Purchase Agreement and other of the Financing Documents. In its complaint initiating the Issuer Suit, the Reporting Plaintiffs alleged that the Issuer's breach of Section 5.11 of the Securities Purchase Agreement constituted an event of default under the Closing Note, causing the principal balance of the Closing Note and all unpaid interest thereon to become immediately due and payable. The Reporting Plaintiffs also alleged that the Buyer provided to LTC two advances under the Note Facility of $66,950 and $66,005 on Dec. 5, 2011, and March 9, 2012, respectively, and that LTC failed to execute and deliver Notes in respect of these advances as required by Section 2.6 of the Securities Purchase Agreement. As a result, the Reporting Plaintiffs claim that LTC was unjustly enriched in the amount of $132,995 plus all accrued interest thereon. The Reporting Plaintiffs are also pursuing a second lawsuit against the Arch Hill Parties pursuant to a complaint filed in New York State Supreme Court, New York County, Commercial Division on Jan. 4, 2013, and amended on Jan. 11, 2013, and Feb. 26, 2013, seeking, among other things, to (a) rescind the Acquisition Agreement, dated Jan. 23, 2013, between VRDT and certain shareholders of Arch Hill, pursuant to which VRDT acquired control of Arch Hill and of the Issuer and (b) enforce the Buyer's right of first refusal under the Shareholders Agreement with respect to the transactions contemplated by the Acquisition Agreement. On March 30, 2011, the Company executed several related definitive agreements with Cicco concerning a series of strategic transactions. The definitive agreements executed included a Securities Purchase Agreement, a Closing Note, a Closing Warrant, an Investor Rights Agreement and a Joint Venture and Shareholder's Agreement. The financing was closed by the Company and Cicco on April 1, 2011. In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Cicco Holding AG, Power Duke Investments Limited, Kamal Siddiqi, and Lim Ho Kee disclosed that, as of March 29, 2013, they beneficially own 2,459,504,191 shares of common stock of Lithium Technology Corporation representing 73.1% of the shares outstanding. A copy of the filing is available at: http://is.gd/LrVXPy About Lithium Technology Plymouth Meeting, Pa.-based Lithium Technology Corporation is a mid-volume production stage company that develops large format lithium-ion rechargeable batteries to be used as a new power source for emerging applications in the automotive, stationary power, and national security markets. The Company was not able to file its annual report for the period ended Dec. 31, 2011, and its quarterly reports for the succeeding periods. For the nine months ended Sept. 30, 2011, the Company reported a net loss of $12.26 million on $6.06 million of total revenue. The Company reported a net loss of $7.25 million on $6.35 million of products and services sales for the year ended Dec. 31, 2010, compared with a net loss of $10.51 million on $7.37 million of product and services sales during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $8.83 million in total assets, $35.09 million in total liabilities and a $26.26 million total stockholders' deficit. Going Concern As reported by the TCR on April 8, 2011, Amper, Politziner & Mattia, LLP, Edison, New Jersey, after auditing the Company's financial statements for the year ended Dec. 31, 2010, noted that the Company has recurring losses from operations since inception and has a working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the Company's operating plan seeks to minimize its capital requirements, but the expansion of its production capacity to meet increasing sales and refinement of its manufacturing process and equipment will require additional capital. The Company raised capital through the sale of securities closing in the second quarter of 2011 and realized proceeds from the licensing of its technology pursuant to the terms of a licensing agreement and the sale of inventory used in manufacturing its batteries as part of the establishment of a joint venture in the fourth quarter of 2011, but is continuing to seek other financing initiatives and needs to raise additional capital to meet its working capital needs, for the repayment of debt and for capital expenditures. Such capital is expected to come from the sale of securities. The Company believes that if it raises approximately $4 million in additional debt and equity financings it would have sufficient funds to meet its needs for working capital, capital expenditures and expansion plans through the year ending Dec. 31, 2012. No assurance can be given that the Company will be successful in completing any financings at the minimum level necessary to fund its capital equipment, debt repayment or working capital requirements, or at all. If the Company is unsuccessful in completing these financings, it will not be able to meet its working capital, debt repayment or capital equipment needs or execute its business plan. In that case the Company will assess all available alternatives including a sale of its assets or merger, the suspension of operations and possibly liquidation, auction, bankruptcy, or other measures. These conditions raise substantial doubt about the Company's ability to continue as a going concern. LODGENET INTERACTIVE: S&P Withdraws 'D' Corporate Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'D' corporate credit rating on Sioux Falls, S.D.-based LodgeNet Interactive Corp. At the same time, S&P withdrew its 'D' issue-level rating on the company's senior secured debt, which has been recently refinanced upon the company's emergence from Chapter 11 bankruptcy. The ratings were withdrawn at the company's request and because S&P lacks adequate financial information to maintain surveillance. LYONDELL CHEMICAL: UBS Has Right to Exclude Highland as Lender -------------------------------------------------------------- Bankruptcy Judge Robert E. Gerber dismissed an adversary proceeding filed under the umbrella of the Chapter 11 cases of reorganized debtor Lyondell Chemical Company and its affiliates, by hedge fund Highland Capital Management, L.P., asserting claims against investment banker UBS Securities LLC for tortious interference with contract and with prospective economic relations for UBS' alleged wrongful conduct in denying Highland the opportunity to participate as lender in Lyondell's exit financing. UBS moves to dismiss Highland's complaint under Fed.R.Civ.P. 12(b)(6) for failure to state claims upon which relief can be granted. In an April 10, 2013 Decision, Judge Gerber held that with respect to Highland's first claim for relief -- for tortious interference with the alleged existing contract -- UBS' motion is granted. There was no contract with Highland as a party with which UBS tortiously interfered. With respect to Highland's second claim for relief -- for tortious interference with prospective contractual relations -- Judge Gerber said one of UBS' two defenses requires consideration of matter that cannot yet be considered on a motion to dismiss. But the other is not subject to those constraints. The first of those two defenses -- that UBS was acting to advance its economic interest in declining to enter into a transaction with Highland -- requires further factual development, and cannot be considered on a motion under Rule 12(b)(6). But the second of them -- that UBS was privileged in choosing not to do business with Highland, especially since Highland was an entity against whom UBS, in other litigation, made allegations of fraud, and Highland had also brought litigation against UBS -- can be addressed with consideration of documents Highland had available to it and relied on when it crafted its Complaint, and matters of which the Court can take judicial notice. Upon consideration of that additional matter, Highland's second claim for relief must be dismissed as well, the judge said. Lyondell needed exit financing to emerge from bankruptcy. According to Highland's complaint, which was originally filed in state court, Lyondell in March 2010 delivered a "Confidential Information Memorandum" to Highland, which "offered participation" in a $1 billion senior secured term loan facility "on the terms memorialized" in the Information Memorandum. UBS was "Lyondell's New York agent arranging" the Term Loan. Highland was a long-time lender to and investor in Lyondell, with more than $200 million invested in Lyondell across its capital structure. Highland said in the complaint it committed to provide $150 million to the $1.0 billion Term Loan, and that Lyondell "accepted the commitment." UBS and Bank of America Securities, LLC, were designated the Joint Lead Arrangers and Joint Bookrunners of the Term Loan, and UBS and BofA prepared and delivered the Information Memorandum to Highland. Highland said UBS, in order to pressure Highland in its own personal dispute, willfully and in bad faith refused to allow Lyondell to allocate to Highland its agreed share of the Term Loan. Rather, UBS, in an attempt to show Highland who was boss, so to speak, abused its position of trust with Lyondell to exercise pressure on Highland. Highland further alleged UBS sought to "maliciously punish Highland for exercising its rights" in a separate dispute between UBS and Highland, by withholding from Highland a valuable opportunity. According to Judge Gerber, "it is easy to infer that at least some personnel at UBS and Highland dislike one another, or worse. And Highland alleges the evidentiary fact that UBS 'brazenly admitted that it refused to provide any allocation to Highland because of the UBS/Highland litigation.' It does not follow from that, of course, that UBS acted intentionally to harm Highland solely by reason of anyone's dislike or distrust, but the Court cannot find such a conclusion to be wholly implausible. Though aspects of Highland's claims in this regard are wholly implausible, the Court is not now in a position to conclude, on a [Rule] 12(b)(6), that they all are." Judge Geber also said that, "UBS' second defense rests on an absolute privilege to choose with whom it will do business. With respect to this defense, motivations (including malice) are irrelevant. In fact, under New York law, at least, the privilege not to deal 'exists regardless of the actor's motive for refusing to enter business relations with the other and even though the sole motive is a desire to harm the other.'" The case is, HIGHLAND CAPITAL MANAGEMENT, L.P., Plaintiff, v. UBS SECURITIES LLC, Defendant, Adv. Proc. No. 11-1728 (Bankr. S.D.N.Y.). A copy of the Court's decision is available at http://is.gd/oK0fGEfrom Leagle.com. Counsel to Plaintiff Highland Capital Management, L.P., is: Deborah Deitsch-Perez, Esq. LACKEY HERSHMAN, LLP 3102 Oak Lawn Avenue, Suite 777 Dallas, TX 75219 E-mail: ddp@lhlaw.net Counsel to Defendant UBS Securities LLC is: Linda H. Martin, Esq. Anne L. Knight, Esq. Daniel Stujenske, Esq. SIMPSON, THACHER & BARTLETT, LLP 425 Lexington Avenue New York, NY 10017 E-mail: lmartin@stblaw.com About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. Luxembourg-based Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. Len Blavatnik's Access Industries owned the Company prior to its bankruptcy filing. On Jan. 6, 2009, LyondellBasell Industries' U.S. operations, led by Lyondell Chemical Co., and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities filed for Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 protection on April 24, 2009. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, served as the Debtors' bankruptcy counsel. Evercore Partners served as financial advisors, and Alix Partners and its subsidiary AP Services LLC, served as restructuring advisors. AlixPartners' Kevin M. McShea acted as the Debtors' Chief Restructuring Officer. Clifford Chance LLP served as restructuring advisors to the European entities. LyondellBasell emerged from Chapter 11 bankruptcy protection in May 2010, with a plan that provides the Company with US$3 billion of opening liquidity. A new parent company, LyondellBasell Industries N.V., incorporated in the Netherlands, is the successor of the former parent company, LyondellBasell Industries AF S.C.A., a Luxembourg company that is no longer part of LyondellBasell. LyondellBasell Industries N.V. owns and operates substantially the same businesses as the previous parent company, including subsidiaries that were not involved in the bankruptcy cases. LyondellBasell's corporate seat is Rotterdam, Netherlands, with administrative offices in Houston and Rotterdam. MF GLOBAL: U.S. Trustee Objects to Professional Fees ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that, although MF Global Holdings Ltd. confirmed a Chapter 11 reorganization plan on April 5, the most important event for professionals will take place on April 18, when the bankruptcy court considers granting final approval for fees incurred between October and January. The U.S. Trustee filed objections to most of the professionals' fee requests. 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. MMODAL INC: Moody's Lowers Corp. Family Rating to B3; Outlook Neg ----------------------------------------------------------------- Moody's Investors Service downgraded the debt ratings of MModal, Inc. including the Corporate Family to B3 from B2, the Probability of Default to B3-PD from B2-PD, the secured to B1 from Ba3 and the senior unsecured to Caa2 from Caa1. The ratings outlook is negative. Ratings Rationale: "Moody's expects little or no revenue growth in 2013, ongoing profit margin pressures and limited free cash flow, as MModal has underperformed our expectations," noted Edmond DeForest, Senior Analyst at Moody's Investors Service. EBITDA is likely to remain flat at about $90 million (after Moody's standard adjustments). Free cash flow of about $20 million will not be large enough to drive material debt repayment. As a result, debt to EBITDA is likely to remain above seven times throughout 2013, high at the B3 rating level given MModal's business risks. MModal's transcription outsourcing services (TOS) to the healthcare industry are a source of stable revenues, although profits are pressured by customer expectations for lower unit pricing over time. Consequently, growth in revenue and profits are dependent upon sales of speech recognition software and services for which MModal has no track record of success. Medium term liquidity is limited. Cash flow from the TOS business should allow MModal to meet its fixed obligations over the next 12 to 18 months. However, MModal has no cash other than what it has borrowed under its revolving credit facility, which is about half drawn, and limited cushion under its leverage covenant. The negative ratings outlook reflects Moody's concern that liquidity will become more strained if the business does not recover to produce revenue and cash flow as expected. The ratings could be lowered if core TOS volume or pricing decline at a rate faster than Moody's expects, Moody's anticipates negative free cash flow, or if liquidity deteriorates further. The outlook could be stabilized if MModal demonstrates it can generate revenue growth from new products, while maintaining revenue and profitability in the core TOS business, thereby driving improved liquidity. The following ratings were downgraded (assessments unchanged): Corporate Family Rating, B3 from B2 Probability of Default rating, B3-PD from B2-PD Senior Secured Revolving Credit Facility due 2017, B1 (LGD3, 31%) from Ba1 (LGD3, 31%) Senior Secured Term Loan B due 2019, B1 (LGD3, 31%) from Ba1 (LGD3, 31%) Senior Unsecured Notes due 2020, Caa2 (LGD5, 85%) from Caa1 (LGD5, 85%) The principal methodology used in this rating was Global Software Industry published in October 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. MModal provides Transcription Outsourcing Services and related Automated Speech Recognition technology serving clinical healthcare institutions mostly in the U.S. owned by affiliates of One Equity Partners. Moody's expects 2013 revenues of about $450 million, flat to 2012. MMRGLOBAL INC: Amends 2012 Report Due to Calculation Errors ----------------------------------------------------------- MMRGlobal, Inc., filed with the U.S. Securities and Exchange Commission amendment no. 1 to its annual report on Form 10-K for the year ended Dec. 31, 2012, filed with the SEC on April 1, 2013, solely to amend Item 11 of Form 10-K, which contained calculation errors due to formatting. This Amendment does not amend or update any other information contained in the Original Filing, and the Company has not updated disclosures contained therein to reflect any events which occurred at any date subsequent to the Original Filing. A copy of the Amended Form 10-K is available at: http://is.gd/2yq9a0 About MMRGlobal Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF) -- http://www.mmrglobal.com/-- through its wholly-owned operating subsidiary, MyMedicalRecords, Inc., provides secure and easy-to- use online Personal Health Records (PHRs) and electronic safe deposit box storage solutions, serving consumers, healthcare professionals, employers, insurance companies, financial institutions, and professional organizations and affinity groups. In the auditors' report accompanying the financial statements for year ended Dec. 31, 2011, Rose, Snyder & Jacobs LLP, in Encino, California, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the years ended Dec. 31, 2011, and 2010. The Company reported a net loss of $8.88 million in 2011, compared with a net loss of $17.90 million in 2010. The Company reported a net loss of $10.3 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $2.02 million in total assets, $8.48 million in total liabilities, and a $6.45 million total stockholders' deficit. MOMENTIVE SPECIALTY: Has $400-Mil. Revolving Credit Facility ------------------------------------------------------------ Momentive Specialty Chemicals Inc., on March 28, 2013, entered into an asset-based revolving credit agreement among Momentive Specialty Chemicals Holdings LLC, the Registrant, as U.S. borrower, Momentive Specialty Chemicals Canada Inc., as Canadian borrower, Momentive Specialty Chemicals B.V., as Dutch borrower, Momentive Specialty Chemicals UK Limited and Borden Chemical UK Limited, as U.K. borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, swingline lender and initial issuing bank. The ABL Facility replaced the Registrant's senior secured credit facilities, which included a $171,000,000 revolving credit facility and a $47,000,000 synthetic letter of credit facility at the time of such replacement. The ABL Facility has a five-year term unless, on the date that is 91 days prior to the scheduled maturity of the 8.875% Senior Secured Notes due 2018, more than $50,000,000 aggregate principal amount of the 1.5 Lien Notes is outstanding, in which case the ABL Facility will mature on such earlier date. Availability under the ABL Facility is $400,000,000, subject to a borrowing base that is based on a specified percentage of eligible accounts receivable and inventory. The ABL Facility bears interest at a floating rate based on, at the Registrant's option, an adjusted LIBOR rate plus an initial applicable margin of 2.25% or an alternate base rate plus an initial applicable margin of 1.25%. From and after the date of delivery of the Registrant's financial statements for the first fiscal quarter ended after the effective date of the ABL Facility, the applicable margin for such borrowings will be adjusted depending on the availability under the ABL Facility. In addition to paying interest on outstanding principal under the ABL Facility, the Registrant will be required to pay a commitment fee to the lenders in respect of the unutilized commitments at an initial rate equal to 0.50% per annum, subject to adjustment depending on the usage. The ABL Facility does not have any financial maintenance covenant, other than a minimum fixed charge coverage ratio of 1.0 to 1.0 that would only apply if excess availability under the ABL Facility is less than the greater of (a) $40,000,000 and (b) 12.5% of the lesser of the borrowing base and the total ABL Facility commitments at such time. The fixed charge coverage ratio under the ABL Facility is generally defined as the ratio of (a) Adjusted EBITDA minus non-financed capital expenditures and cash taxes to (b) debt service plus cash interest expense plus certain restricted payments, each measured on a last twelve months, or LTM, basis. The ABL Facility is secured by, among other things, first-priority liens on the collateral that generally includes most of the inventory and accounts receivable and related assets of the Registrant, its domestic subsidiaries and certain of its foreign subsidiaries and by second-priority liens on the collateral that generally includes most of the Registrant's and its domestic subsidiaries' assets other than inventory and accounts receivable and related assets, in each case subject to certain exceptions and permitted liens. 2. ABL Collateral Agreement On March 28, 2013, the Registrant entered into a collateral agreement among the Registrant, Hexion U.S. Finance Corp., a wholly-owned subsidiary of the Registrant, other subsidiaries of the Registrant party thereto and JPMorgan Chase Bank, N.A., as collateral agent for the secured parties under the ABL Facility, pursuant to which the Registrant, the Issuer and the Subsidiary Guarantors granted a security interest in certain collateral. 3. Second Supplemental Indenture On March 28, 2013, the Issuer entered into a second supplemental indenture among the Issuer, the Registrant, the Subsidiary Guarantors and Wilmington Trust, National Association, as trustee on behalf of the holders of the 6.625% First-Priority Senior Secured Notes due 2020, to an indenture, dated as of March 14, 2012, among the Issuer, the Registrant, the Subsidiary Guarantors and the First Lien Trustee, pursuant to which the Issuer previously issued the First-Priority Notes, which mature on April 15, 2020. Pursuant to the Supplemental Indenture, the holders of the First- Priority Notes are now secured by first-priority liens on the Notes Priority Collateral and second-priority liens on the domestic portion of the ABL Priority Collateral, in each case subject to certain exceptions and permitted liens as contemplated by the terms of the Indenture. 4. First-Priority Notes Collateral Agreement On March 28, 2013, the Registrant entered into a collateral agreement among the Registrant, the Issuer, the Subsidiary Guarantors and the First Lien Trustee, pursuant to which the Registrant, the Issuer and the Subsidiary Guarantors granted a security interest in certain collateral. 5. ABL Intercreditor Agreement On March 28, 2013, the Registrant entered into an intercreditor agreement among JPMorgan Chase Bank, N.A., as administrative agent and collateral agent under the ABL Facility, the First Lien Trustee, acting as trustee and as collateral agent for the holders of the First-Priority Notes, the Registrant and the Guarantors. The ABL Intercreditor Agreement governs the relative rights of the secured parties under the ABL Facility and the First-Priority Notes, and certain other matters relating to priority and the administration and enforcement of security interests. 6. Joinder and Supplement to Second Lien Intercreditor Agreement On March 28, 2013, the Registrant entered into a joinder and supplement, among JPMorgan Chase Bank, N.A., as administrative agent and collateral agent under the ABL Facility, as the former intercreditor agent and as the new intercreditor agent, Wilmington Trust Company, as trustee under the Second Lien Notes, Wilmington Trust, National Association, as trustee under the 1.5 Lien Notes, the First Lien Trustee, Holdings, the Registrant and the Guarantors, to an amended and restated intercreditor agreement, dated as of January 31, 2013, among the Former Intercreditor Agent, the Second Lien Trustee, the 1.5 Lien Trustee, the First Lien Trustee, Holdings, the Registrant and the Guarantors. Pursuant to the Joinder to Second Lien Intercreditor Agreement, JPMorgan Chase Bank, N.A., will act under the Second Lien Intercreditor Agreement as senior-priority agent for the secured parties under the ABL Facility and as new intercreditor agent. The Second Lien Intercreditor Agreement, as supplemented by the Joinder to Second Lien Intercreditor Agreement, governs the relative rights of the secured parties under the ABL Facility, the First-Priority Notes, the 1.5 Lien Notes and the 9.0% Second- Priority Senior Secured Notes due 2020, and certain other matters relating to priority and the administration and enforcement of security interests. 7. Third Joinder and Supplement to 1.5 Lien Intercreditor Agreement On March 28, 2013, the Registrant entered into a third joinder and supplement, among JPMorgan Chase Bank, N.A., as administrative agent and collateral agent under the ABL Facility, as the Former Intercreditor Agent and as the new intercreditor agent, the 1.5 Lien Trustee, the First Lien Trustee, Holdings, the Registrant and the Guarantors, to an intercreditor agreement, dated as of January 29, 2010, among the Former Intercreditor Agent, the 1.5 Lien Trustee, the First Lien Trustee, Holdings, the Registrant and the Guarantors. Pursuant to the Joinder to 1.5 Lien Intercreditor Agreement, JPMorgan Chase Bank, N.A. will act under the 1.5 Lien Intercreditor Agreement as senior-priority agent for the secured parties under the ABL Facility and as the new intercreditor agent. The 1.5 Lien Intercreditor Agreement, as supplemented by the Joinder to 1.5 Lien Intercreditor Agreement and to the date hereof, governs the relative rights of the secured parties under the ABL Facility, the First-Priority Notes, the 1.5 Lien Notes and certain other matters relating to priority and the administration and enforcement of security interests. 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. MONTANA ELECTRIC: Chapter 11 Trustee Wants Collateral Valued ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the trustee for Southern Montana Electric Generation & Transmission Cooperative Inc. told the bankruptcy court that parties in the case believe the next order of business should entail trial in July where the judge will decide the value of note holders' collateral. According to the report, the judge also recommended that the court at the same time decide whether the note holders' $132 million claim properly includes a so-called make whole obligation of $46 million. The trustee said it doesn't make sense to file a modified reorganization plan and disclosure materials until the court rules on the two issues involving note holders and their collateral. About Southern Montana Electric Based in Billings, Montana, Southern Montana Electric Generation and Transmission Cooperative, Inc., was formed to serve five other electric cooperatives. The city of Great Falls later joined as the sixth member. Including the city, the co-op serves a population of 122,000. In addition to Great Falls, the service area includes suburbs of Billings, Montana. Southern Montana filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. Timothy Gregori signed the petition as general manager. Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in Billings, Montana, serves as the Debtor's counsel. After filing for reorganization in October, the co-op agreed to a request for appointment of a Chapter 11 trustee. Lee A. Freeman was appointed as the Chapter 11 trustee in December 2011. He is represented by Joseph V. Womack, Esq., at Waller & Womack, and John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M. Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett, P.C. MORGANS HOTEL: Ronald Burkle Holds 27.9% Equity Stake at March 30 ----------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Ronald W. Burkle and his affiliates disclosed that, as of March 30, 2013, they beneficially own 12,522,367 shares of common stock of Morgans Hotel Group Co. representing 27.9% of the shares outstanding. Mr. Burkle previously reported beneficial ownership of 12,511,545 common shares or a 28.9% equity stake as of March 20, 2012. A copy of the amended regulatory filing is available for free at http://is.gd/zXDdFH About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. The Company incurred a net loss attributable to common stockholders of $66.81 million in 2012, a net loss attributable to common stockholders of $95.34 million in 2011, and a net loss attributable to common stockholders of $89.96 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed $591.15 million in total assets, $728.47 million in total liabilities, $6.05 million in redeemable noncontrolling interest, and a $143.37 million total deficit. MOSS FAMILY: Can Hire Faegre Baker as Special Counsel ----------------------------------------------------- Moss Family Limited Partnership and Beachwalk, L.P. sought and obtained approval from the U.S. Bankruptcy Court to employ Faegre Baker Daniels LLP as special counsel to, among other things, provide these services: a. negotiations and discussions with the town of Michigan City and its officials and agencies, including issues regarding utility systems, emergency access and ownership of common areas; b. negotiations and discussions with the creditors of the Debtors regarding valuation of collateral and restructuring; and c. development of strategies regarding new capital for development. Faegre Baker Daniels' current hourly rate is from $200 to $500. The Debtor attests the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Moss Family Moss Family Limited Partnership and Beachwalk, L.P., filed separate Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on July 17, 2012. Judge Harry C. Dees, Jr., presides over the case. Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C., represents the Debtors. Moss Family disclosed $6,609,576 in assets and $6,299,851 in liabilities as of the Chapter 11 filing. MOUNTAIN PROVINCE: Drilling of New Exploration Targets Begins ------------------------------------------------------------- Mountain Province Diamonds Inc. announced that drilling of the new exploration targets at the Gahcho Kue project, a joint venture with De Beers Canada Inc., commenced this week. Following completion of a ground gravity survey, the Operator of the GK project has recommended ten targets for the first phase of the exploration drill program. Drilling of the targets is expected to be completed by the end of April 2013. Based on the success of the first phase drill program, consideration will be given to testing additional targets that have been identified. Mountain Province is also reported that the planned deliveries of materials, equipment and fuel to the GK site were completed on schedule by the end of March 2013. The Company also announced that Mineral Services Canada Inc. has been retained to prepare an updated independent NI 43-101 resource statement for the Tuzo kimberlite, which will incorporate the results of the recently completed deep drilling program. The resource update is expected to be completed before the end of the current quarter. Mountain Province confirmed that the auditors' report received from its independent public accounting firm on its audited financial statements for the fiscal year ended Dec. 31, 2012, contained a going concern explanatory note. Mountain Province's Annual Financial Statements were included in Form 20-F for its filings in the United States with the Securities and Exchange Commission on April 1, 2013. Mountain Province's Annual Financial Statements are also filed on SEDAR at www.sedar.com in Canada. About Mountain Province Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit known as the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49% interest in the Gahcho Kue Project. After auditing the financial statements for the year ended Dec. 31, 2011, KPMG LLP, in Toronto, Canada, noted that the Company has incurred a net loss in 2011 and expects to require additional capital resources to meet planned expenditures in 2012 that raise substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss of C$11.53 million for the year ended Dec. 31, 2011, compared with a net loss of C$14.53 million during the prior year. Mountain Province's balance sheet at Sept. 30, 2012, showed C$53.03 million in total assets, C$8.81 million in total liabilities and C$44.22 million in total shareholders' equity. MPM TECHNOLOGIES: CCI Holds 60% of Outstanding Common Stock ----------------------------------------------------------- MPM Technologies, Inc., and Carbon Cycle Investments LLC, completed the closing, on April 1, 2013, of CCI's purchase from the Company and the Company's issuance to CCI of 6,000,000 shares of MPM common stock and other transactions contemplated under the Stock Purchase Agreement, dated Feb. 18, 2011, by and between the Company and CCI, as amended. Immediately after the Stock Purchase Closing, CCI held 6,000,000 shares of MPM common stock, representing approximately 60% of all shares of MPM common stock then outstanding and options to purchase an additional 3,000,000 shares of MPM common stock. After giving effect to the issuance to CCI of the CCI Closing Shares and the cancellation of 3,186,826 shares of MPM common stock held by Michael Luciano as contemplated by the Amended Stock Purchase Agreement, 10,014,501 shares of MPM common stock were outstanding immediately after the Stock Purchase Closing. On April 1, 2013, the Company issued to CCI 5,420,417 shares of MPM common stock at the Stock Purchase Closing in exchange for CCI's payment and delivery to MPM of cash in the total amount of $1,000,000 and other purchase consideration as provided under the Amended Stock Purchase Agreement. On April 1, 2013, the Company issued to CCI 579,583 shares of MPM common stock as consideration for and by conversion at the Stock Purchase Closing of MPM debt held by CCI in the aggregate total amount of $115,917 in principal and interest outstanding immediately prior to the Stock Purchase Closing under promissory notes executed by the Company in favor of CCI. The Converted Notes were canceled upon this conversion. Effective at the Stock Purchase Closing, the following officers resigned from the Company: Name Position ------------------ --------------------------------- Michael Luciano Chief Executive Officer Glen Hjort CFO, Principal Accounting Officer Frank E. Hsu Chief Operating Officer Richard E. Appleby Vice President Robert D. Little Secretary Richard E. Appleby, Glen Hjort, Frank E. Hsu, Michael Luciano and Craig Gary Smith resigned as directors of the Company, effective at the Stock Purchase Closing. Peter Chase, Timothy King and Ryan Skinner were elected as directors effective at the Stock Purchase Closing. Peter Chase was also appointed president while Michael Mooney was appointed Secretary, Treasurer, Principal Accounting Officer. Peter Chase is the former co-founder and CEO of Purcell Systems, where he directed strategic value creation and managed more than 170 employees with international offices in Sweden, Poland, Egypt, India and Brazil. Mr. Chase has 30 years of business, sales and marketing, process management and market development experience in technology growth companies. Timothy King is co-founder and managing member of CCI. He is CCI's Chief Technical Officer, serving in that position since September 2010. Mr. King has 30 years experience in carbon cycle systems for renewable bio-energy, fuels and chemicals, agro- economics, environmental science and biofuels, including experience as a former director at U.S. Department of Agriculture. Mr. King has numerous strategic relationships in farming, seed supply, oilseed crushing, biofuel and bio-lubricant manufacturing sectors, and extensive experience with related incentive programs and requirements administered by local, state and national government agencies. Ryan Skinner is co-founder and managing member of CCI. He is CCI's Chief Strategy Officer, serving in that position since September 2012. Mr. Skinner has 15 years of experience in sales, marketing, operations and corporate recovery, including start-up, expansion and entrepreneurial experience, strategic planning, tactical execution and process efficiency at large corporate and small business levels. Michael Mooney is CCI's Chief Financial Officer, serving in that position since September 2011. Mr. Mooney has 35 years of experience in finance and investment, including financial leadership of public companies. He spent 14 years as an executive in charge of infrastructure improvement, cost reduction, interdepartmental partnerships and collaboration, corporate turnaround and operational efficiency. Mr. Chase has an employment agreement in place with MPM with an annual base salary of $250,000 and comprehensive health and dental insurance. The Company has not entered into any employment agreements with any of its other officers. On April 1, 2013, the Emery Dumps Lease and Agreement, dated May 18, 2012, between MPM Mining Inc., a wholly owned subsidiary of MPM Technologies, Inc., and Mineral Resource Recovery, a wholly owned subsidiary of CCI, was terminated by agreement between MPM Mining and MRR. About MPM Technologies Headquartered in Parsippany, N.J., MPM Technologies Inc. (OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM Mining Inc. During the year ended Dec. 31, 2007, AirPol was the only revenue generating entity. AirPol operates in the air pollution control industry. It sells air pollution control systems to companies in the United States and worldwide. The company through its wholly owned subsidiary NuPower is engaged in the development and commercialization of a waste-to-energy process known as Skygas. These efforts are through NuPower's participation in NuPower Partnership, in which MPM has a 58.21% partnership interest. NuPower Partnership owns 85% of the Skygas Venture. In addition to its partnership interest through NuPower Inc., MPM also owns 15% of the Venture. The Company's balance sheet at Sept. 30, 2010, showed $1.17 million in total assets, $15.32 million in total liabilities, all current, and a stockholders' deficit of $14.15 million. The Company recorded a net loss of $1.56 million for 2009 from a net loss of $1.72 million for 2008. MUSCLEPHARM CORP: Amends Consulting Agreement with Melechdavid -------------------------------------------------------------- As previously disclosed in a current report on Form 8-K filed by MusclePharm Corporation with the Securities Exchange Commission on July 19, 2012, on July 12, 2012, the Company entered into a consulting agreement with Melechdavid, Inc. The Original Melechdavid Consulting Agreement provides that the Company will issue to Melechdavid shares of common stock in an amount equal to 4.2% of the Company's outstanding common stock on a fully diluted (as-converted) basis. Furthermore, until July 12, 2014, the Company is required to ensure that Melechdavid will maintain its 4.2% fully diluted equity position. The term of the Original Melechdavid Consulting Agreement is 12 months. The Company previously entered into a consulting agreement with GRQ Consultants, Inc. The Original GRQ Consulting Agreement provides that the Company will issue to GRQ shares of common stock in an amount equal to 4.2% of the Company's outstanding common stock on a fully diluted (as-converted) basis. Furthermore, until July 12, 2014, the Company is required to ensure that GRQ shall maintain its 4.2% fully diluted equity position. The term of the Original GRQ Consulting Agreement is 12 months. On April 2, 2013, the Company entered into a first amendment to the Original Melechdavid Consulting Agreement with Melechdavid, effective as of March 28, 2013. Pursuant to the Melechdavid Amended Agreement, Melechdavid agreed to cap the shares of the Company's common stock, $0.001 par value per share that it is entitled to receive under the Original Melechdavid Consulting Agreement to no more than 570,000 shares of Common Stock of the Company, after giving effect to the 1-for-850 reverse stock split of the Common Stock effected by the Company on Nov. 26, 2012. In connection with the execution and delivery of the Melechdavid Amended Agreement, the Company issued Melechdavid an aggregate of 341,247 shares of Common Stock on March 29, 2013, and agreed to issue Melechdavid an additional 228,753 shares of Common Stock within five business days of the Melechdavid Amended Agreement as full satisfaction of the Company's obligations under the Original Melechdavid Consulting Agreement. On April 2, 2013, the Company entered into a first amendment to the Original GRQ Consulting Agreement with GRQ, effective as of March 28, 2013. Pursuant to the GRQ Amended Agreement, GRQ agreed to cap the shares of the Company's Common Stock that it is entitled to receive under the Original GRQ Consulting Agreement to no more than 420,000 shares of Common Stock of the Company, after giving effect to the 1-for-850 reverse stock split of the Common Stock effected by the Company on Nov. 26, 2012. In connection with the execution and delivery of the GRQ Amended Agreement, the Company issued GRQ an aggregate of 305,889 shares of Common Stock on March 29, 2013, and agreed to issue GRQ an additional 78,753 shares of Common Stock within five business days of the GRQ Amended Agreement as full satisfaction of the Company's obligations under the Original GRQ Consulting Agreement. The Company had previously issued GRQ 35,359 shares of Common Stock pursuant to the Original GRQ Consulting Agreement. The Company has agreed to register with the SEC compensation shares issued pursuant to the consulting agreements for resale by the Consultants. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100% free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. The Company reported a net loss of $23.28 million in 2011, compared with a net loss of $19.56 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $7.81 million in total assets, $15.10 million in total liabilities, and a $7.29 million total stockholders' deficit. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, Berman & Company, P.A., in Boca Raton, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has a net loss of $23,280,950 and net cash used in operations of $5,801,761 for the year ended Dec. 31, 2011; and has a working capital deficit of $13,693,267, and a stockholders' deficit of $12,971,212 at Dec. 31, 2011. NEOMEDIA TECHNOLOGIES: Amends Form 10-K for 2012 ------------------------------------------------ NeoMedia Technologies, Inc., has amended its annual report on Form 10?K for the fiscal year ended Dec. 31, 2012, originally filed with the Securities and Exchange Commission on April 1, 2013, to: (1) furnish Exhibit 101 to the Form 10?K, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and notes included in Part I of the Form 10-K, in accordance with Rule 201 of Regulation S-T; (2) amend Item 8, Financial Statements with respect to updating the two tables in Note 8 - Income Taxes to the financial statements to correct clerical errors on line items. Net operating loss carry forwards (NOL) was corrected to 63,714 from 83,153. Stock-based compensation was corrected to (670) from (1,540). Deferred revenue was corrected to 1,568 from 2,755. Accruals were corrected to 2,554 from 368. Derivative gain/loss was corrected to 9,375 from 24,073. The Total deferred tax asset was corrected to 90,546 from 122,814 and the associated valuation allowance was changed to (90,546) from (122,814). The Net deferred tax asset remained unchanged at zero. In the first sentence of the paragraph following the tables, the net operating loss carry forwards for federal tax purposes was corrected to read $165 million rather than $184.4 million. Third, to amend Item 12. Security Ownership of Certain beneficial Owners and Management. The table of the original filing has been updated to correct certain errors in the number of shares beneficially owned by other beneficial owners, the associated percentage of ownership and the associated footnotes. No other changes have been made to the Form 10?K. A copy of the Amended Form 10-K is available for free at: http://is.gd/daoxiu About NeoMedia Technologies Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode scanning solutions. The Company's technology allows mobile devices with cameras to read 1D and 2D barcodes and provide "one click" access to mobile content. The Company reported a net loss of $849,000 in 2011, compared with net income of $35.09 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $7.72 million in total assets, $83.09 million in total liabilities, all current, $4.84 million in series C convertible preferred stock, $348,000 of series D convertible preferred stock, and a $80.55 million total shareholders' deficit. After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa, FL, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has ongoing requirements for additional capital investment. NEWLEAD HOLDINGS: Supreme Court Approves Settlement with Hanover ---------------------------------------------------------------- The Supreme Court of the State of New York, County of New York, on April 5, 2013, entered an order approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a stipulation of settlement between NewLead Holdings Ltd., and Hanover Holdings I, LLC, in the matter entitled Hanover Holdings I, LLC v. NewLead Holdings Ltd., Case No. 650964/2013. Hanover commenced the Action against the Company on March 18, 2013, to recover an aggregate of $2,411,581 of past-due accounts payable of the Company, which Hanover had purchased from certain vendors of the Company pursuant to the terms of separate receivable purchase agreements between Hanover and each of those vendors, plus fees and costs. The Assigned Accounts relate to certain legal, insurance, broker, bunker and consulting services provided by certain vendors of the Company. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company and Hanover upon execution of the Order by the Court on April 5, 2013. Pursuant to the terms of the Settlement Agreement approved by the Order, on April 5, 2013, the Company issued and delivered to Hanover 6,000,000 shares of the Company's common stock, $0.01 par value. Giving effect to that issuance, the Settlement Shares represent approximately 0.906% of the total number of shares of Common Stock presently outstanding. The Settlement Agreement provides that the Settlement Shares will be subject to adjustment on the trading day immediately following the Calculation Period to reflect the intention of the parties that the total number of shares of Common Stock to be issued to Hanover pursuant to the Settlement Agreement be based upon a specified discount to the trading volume weighted average price of the Common Stock for a specified period of time subsequent to the Court's entry of the Order. Specifically, the total number of shares of Common Stock to be issued to Hanover pursuant to the Settlement Agreement will be equal to the sum of (i) the quotient obtained by dividing (A) $2,411,581, representing the total amount of the Claim, by (B) 70% of the VWAP of the Common Stock over the Calculation Period and (ii) the quotient obtained by dividing (A) the total dollar amount of Hanover's legal fees and expenses incurred in connection with the Action, which will not exceed $50,000 (less $10,000 heretofore paid by the Company) by (B) the VWAP of the Common Stock over the Calculation Period, rounded up to the nearest whole share. The "Calculation Period" is defined in the Settlement Agreement to mean the shorter of the following: (i) the 50-consecutive trading day period commencing on the trading day immediately following the date of issuance of the initial Settlement Shares, and (ii) the consecutive trading day period commencing on the trading day immediately following the Initial Issuance Date and ending on the trading day that Hanover will have received aggregate cash proceeds from the resale of Settlement Shares equal to the sum of (A) $3,135,055, representing 130% of the total amount of the Claim, and (B) the total dollar amount of Hanover's legal fees and expenses incurred in connection with the Action through the True- Up Date, subject to the cap set (less $10,000 heretofore paid by the Company), supported by daily written reports to be delivered by Hanover to the Company. As a result, the Company ultimately may be required to issue to Hanover substantially more shares of Common Stock than the number of Settlement Shares initially issued. The issuance of Common Stock to Hanover pursuant to the terms of the Settlement Agreement approved by the Order is exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof, as an issuance of securities in exchange for bona fide outstanding claims, where the terms and conditions of such issuance are approved by a court after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear. A copy of the Form 8-K is available for free at: http://is.gd/h6uPgt About NewLead Holdings NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. N ewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15, 2012, audit report NewLead Holdings Ltd. has incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities. These raise substantial doubt about its ability to continue as a going concern, PwC said. Newlead Holdings's balance sheet balance sheet at June 30, 2012, showed US$111.28 million in total assets, US$299.37 million in total liabilities and a US$188.08 million total shareholders' deficit. NEW CENTAUR: S&P Assigns 'B' CCR & Rates $480MM Facility 'B+' ------------------------------------------------------------- Standard & Poor's Ratings Services assigned Indiana-based gaming operator New Centaur LLC its 'B' corporate credit rating. The outlook is positive. At the same time, S&P assigned the company's $480 million first- lien credit facility (consisting of a $20 million revolver due 2018 and a $460 million term loan due 2019) its 'B+' issue-level rating (one notch higher than the 'B' corporate credit rating) with a recovery rating of '2', indicating S&P's expectation for substantial (70% to 90%) recovery for lenders in the event of a payment default. S&P also assigned the company's $175 million second-lien term loan its 'CCC+' issue-level rating (two notches below the 'B' corporate credit rating) with a recovery rating of '6', indicating S&P's expectation for negligible (0% to 10%) recovery for lenders in the event of a payment default. The first- and second-lien credit facilities are borrowed at Centaur Acquisition LLC, a subsidiary of New Centaur LLC, and guaranteed by New Centaur LLC and its subsidiary Hoosier Park LLC. Centaur used the proceeds from the proposed debt offerings to refinance its existing first- and second-lien term loans, which were in place following the company's exit from Chapter 11 bankruptcy protection on Oct. 1, 2011, and to purchase Indiana Grand Casino & Indiana Downs racetrack. S&P's 'B' corporate credit rating reflects its assessment of Centaur's financial risk profile as "highly leveraged" and its assessment of Centaur's business risk profile as "weak," according to S&P's criteria. S&P's assessment of Centaur's financial risk profile as "highly leveraged" reflects its expectation that adjusted debt leverage will remain in the mid-6x area through 2013, and improve to just below 6x in 2014 (S&P's leverage measure includes about $137 million in pay-in-kind notes); interest coverage will remain in the mid-2x area; and that Centaur will generate solid discretionary cash flow, a portion of which S&P expects will be used for debt reduction. "Our assessment of Centaur's business risk profile as weak reflects its narrow business focus as an operator of a two racinos in essentially the same market, which we believe exposes the company to event risk including potential regional economic volatility that could disproportionately affect its operations. The relatively stable operating performance of both Hoosier Park and Indiana Grand Casino throughout the economic cycle, as well as favorable demographics in the Indianapolis metropolitan area, somewhat temper these factors. In addition, we believe the company's market position is protected from meaningful additional competition, because we believe there is minimal risk of any new or relocated gaming licenses being granted in Indiana. Similarly, we expect additional competition opening in Ohio will have a minimal effect on performance as the majority of Centaur's customers are within 50 miles," S&P said. NEW ENGLAND COMPOUNDING: Hiring Collora as Special Counsel ---------------------------------------------------------- Tim McLaughlin, writing for Reuters, reports that Paul Moore, the trustee for New England Compounding Center's bankruptcy estate, requested court approval to hire Boston law firm Collora LLP to battle pharmacy board regulators from at least 28 states and contend with an ongoing, previously disclosed investigation by the U.S. Justice Department. Reuters says NECC seeks to preserve its right to redeem several million dollars worth of insurance policies for creditors. The insurance policies are key assets in the bankruptcy estate. According to Reuters, Mr. Moore said he initially thought NECC creditors would be best served if he allowed the pharmacy's operating licenses to be forfeited in various states. But he said he quickly learned there could be "adverse collateral consequences," namely the ability to redeem various insurance policies and claims for the benefit of creditors, if he let that happen. As of early March, there have been actions in at least 28 states to compel a suspension, revocation or forfeiture of NECC's license, the trustee said in his court request. In addition, the trustee learned that one unnamed state may seek to impose a penalty of more than $2.5 million. According to Reuters, the Chapter 11 trustee said Collora law partner Paul Cirel, Esq. -- pcirel@collorallp.com -- has been interacting with the U.S. Justice Department, which is investigating the pharmacy. Mr. Cirel has represented NECC since 2003 on regulatory matters. He also has represented Barry Cadden, NECC's chief pharmacist. Reuters recounts that in January, U.S. Bankruptcy Judge Henry Boroff temporarily restricted NECC's owners from selling their luxury homes or spending up to $21 million they received last year in salary and shareholder distributions. The Official Committee of Unsecured Creditors, which represents meningitis victims, has said it would like to claw back that money for the bankruptcy estate. About New England Compounding New England Compounding Pharmacy Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012. The Debtor owns and operates the New England Compounding Center is located in Framingham, Mass. The US Food and Drug Administration shut down the Debtor's operations after it shipped thousands of vials of steroids tainted with fungal meningitis. The ensuing outbreak killed 53 people and sickened 733 others. In October 2012, the company recalled all its products, not just those associated with the meningitis outbreak. The Company said at the outset of bankruptcy it would work with creditors and insurance companies to structure a Chapter 11 plan dealing with personal injury claims. Daniel C. Cohn, Esq., at Murtha Cullina LLP, served as the Debtor's counsel. Verdolino & Lowey, P.C. is the financial advisor. The Debtor estimated assets and liabilities of at least $1 million. An official unsecured creditors' committee was formed to represent individuals with personal-injury claims. The members selected Brown & Rudnick LLP to be the committee's lawyers. Paul Moore was later appointed as Chapter 11 Trustee. NEW LEAF: Reports $218,500 Net Income in June 30 Quarter -------------------------------------------------------- New Leaf Brands, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income available to common stockholders of $218,562 on $174,104 of net sales for the three months ended June 30, 2012, as compared with a net loss available to common stockholders of $2.63 million on $658,527 of net sales for the same period during the prior year. For the six months ended June 30, 2012, the Company incurred a net loss available to common stockholders of $2.55 million on $174,104 of net sales, as compared with a net loss available to common stockholders of $4.24 million on $1.34 million of net sales for the same period a year ago. The Company's balance sheet at June 30, 2012, showed $1.49 million in total assets, $3.97 million in total liabilities, and a $2.47 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/mbE4F6 In a separate filing, the Company said it requires additional time to complete the review of its financial statements and disclosures in order to complete the Form 10-K for the year ended Dec. 31, 2012. The Company expects to file its Form 10-K within fifteen calendar days of the prescribed due date. About New Leaf Old Tappan, N.J.-based New Leaf Brands, Inc., is a diversified beverage holding company acquiring brands, distributors and manufacturers within the beverage industry. EisnerAmper LLP, in New York City, expressed substantial doubt about New Leaf's ability to continue as a going concern following the 2011 financial results. The independent auditors noted that the Company has suffered recurring losses from operations, has a working capital deficiency, was not in compliance with certain financial covenants related to debt agreements, and has a significant amount of debt maturing in 2012. The Company reported a net loss of $6.68 million on $2.27 million of net sales for 2011, compared with a net loss of $9.13 million on $4.26 million of net sales for 2010. NORTH STAR CHARTER: S&P Cuts Idaho Housing Bonds Rating to 'CCC-' ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered to 'CCC-' from 'B' and placed on CreditWatch with negative implications the ratings on the Idaho Housing & Finance Assn.'s nonprofit facilities revenue bonds series 2009A and series 2009B (taxable), both issued for the North Star Charter School project. "The downgrade and negative CreditWatch placement reflect our view that the likelihood of default is increased," said Standard & Poor's credit analyst Robert Dobbins. "The charter school's operations and cash balance have deteriorated, with audited fiscal 2012 ending worse than was expected at the time of our last rating action. As a result, the charter school ended fiscal 2012 in violation of its financial covenants. We also understand there is an increased risk the charter school may lose its authorization based on a letter of defect that it received," added Mr. Dobbins. S&P expects to resolve this CreditWatch in the next three months, based on the authorizer's outstanding letter of defect resulting from the charter school's failure to demonstrate fiscal soundness. S&P understands that management is required to respond to the letter of defect within 30 days and that the authorizer will take action thereafter, if necessary. North Star Charter School is located in Eagle, Idaho, 10 miles northwest of Boise. NORTHCORE TECHNOLOGIES: Incurs C$2MM Comprehensive Loss in 2012 --------------------------------------------------------------- Northcore Technologies Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F disclosing a loss and comprehensive loss of C$2.02 million on C$1.36 million of revenue for the year ended Dec. 31, 2012, as compared with a net loss and comprehensive loss of C$3.93 million on C$785,000 of revenue for the year ended Dec. 31, 2011. For the three months ended Dec. 31, 2012, the Company reported a loss and comprehensive loss of $203,000 on $330,000 of revenue, as compared with a loss and comprehensive loss of $660,000 on $212,000 of revenue for the same period a year ago. The Company's balance sheet at Dec. 31, 2012, showed C$2.71 million in total assets, C$868,000 in total liabilities, and C$1.84 million in total shareholders' equity. Collins Barrow Toronto LLP, in Toronto, Ontario, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. "In 2012, we completed the acquisition of Envision Online Media, evidencing that Northcore could complete an M&A transaction and add operational value to a new partner," said James Moskos, interim CEO of Northcore Technologies. "The past year has also seen broad ranging enhancements to our technology platform and a renewed focus on the expansion of our IP portfolio. These efforts have culminated in the release of new products and a series of accretive Patent applications. Our objective is now to put the remaining elements in place that will allow us to execute our vision and bring the Company to a period of sustainable growth." "The Company has not yet realized profitable operations and has relied on non-operational sources of financing to fund operations. The continued existence beyond 2012 is dependent on the Company's ability to increase revenue from existing products and services, and to expand the scope of its product offering which entails a combination of internally developed software and business ventures with third parties, and to raise additional financing. The Company cannot provide assurance that it will be able to execute on its business plan or assure that efforts to raise additional financings will be successful." A copy of the Form 20-F is available for free at: http://is.gd/QjV6YV About Northcore Technologies Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC BB: NTLNF) -- http://www.northcore.com/-- provides a Working Capital Engine(TM) that helps organizations source, manage, appraise and sell their capital equipment. Northcore offers its software solutions and support services to a growing number of customers in a variety of sectors including financial services, manufacturing, oil and gas and government. Northcore owns 50% of GE Asset Manager, LLC, a joint business venture with GE. Together, the companies work with leading organizations around the world to help them liberate more capital value from their assets. OPTIMUMBANK HOLDINGS: Incurs $4.7 Million Net Loss in 2012 ---------------------------------------------------------- Optimumbank Holdings, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $4.69 million on $5.16 million of total interest income for the year ended Dec. 31, 2012, as compared with a net loss of $3.74 million on $6.42 million of total interest income for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $143.74 million in total assets, $136.83 million in total liabilities and $6.91 million in total stockholders' equity. Regulatory Matters Effective April 16, 2010, the Bank consented to the issuance of a Consent Order by the Federal Deposit Insurance Corporation and the the Florida Office of Financial Regulation, also effective as of April 16, 2010. The Consent Order represents an agreement among the Bank, the FDIC and the OFR as to areas of the Bank's operations that warrant improvement and presents a plan for making those improvements. The Consent Order imposes no fines or penalties on the Bank. The Consent Order will remain in effect and enforceable until it is modified, terminated, suspended, or set aside by the FDIC and the OFR. A copy of the Form 10-K is available for free at: http://is.gd/84bKpM About OptimumBank Holdings OptimumBank Holdings, Inc., headquartered in Fort Lauderdale, Fla., is a one-bank holding company and owns 100% of OptimumBank, a state (Florida)-chartered commercial bank. OSAGE EXPLORATION: Incurs $516,700 Net Loss in 2012 --------------------------------------------------- Osage Exploration and Development, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $516,706 on $6.12 million of total operating revenues for the year ended Dec. 31, 2012, as compared with net income of $2.53 million on $3.51 million of total operating revenues for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $14.73 million in total assets, $6.85 million in total liabilities, and $7.87 million in total stockholders' equity. Goldman, Kurland and Mohidin LLP, in Encino, California, 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 suffered recurring losses from operations and has an accumulated deficit as of Dec. 31, 2011. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "Management of the Company has undertaken steps as part of a plan to improve operations with the goal of sustaining our operations for the next 12 months and beyond. These steps include (a) assigning a portion of our oil and gas leases in Logan County, Oklahoma (b) participating in drilling of wells in Logan County, Oklahoma within the next 12 months, (c) controlling overhead and expenses and (d) raising additional equity and/or debt. There is no assurance the Company can accomplish these steps and it is uncertain the Company will achieve profitable operations and obtain additional financing. There is no assurance additional financings will be available to the Company on satisfactory terms and conditions, if at all. If we are unable to continue as a going concern, we may elect or be required to seek protection from our creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative, nor does management view it as a likely occurrence." A copy of the Form 10-K is available for free at: http://is.gd/0msQOq About Osage Exploration Based in San Diego, California with production offices in Oklahoma City, Oklahoma, and executive offices in Bogota, Colombia, Osage Exploration and Development, Inc. (OTC BB: OEDV) -- http://www.osageexploration.com/-- is an independent exploration and production company with interests in oil and gas wells and prospects in the US and Colombia. OVERSEAS SHIPHOLDING: Luxmar Product Files Assets, Debts Schedules ------------------------------------------------------------------ Luxmar Product Tanker 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 $48,859,705.99 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 $35,612,178.03 -------------- -------------- TOTAL $48,859,705.99 $35,612,178.03 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: Luxmar Tanker Files Assets, Debts Schedules ----------------------------------------------------------------- Luxmar Tanker LLC, 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 $56,817,831.32 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 $32,351,175.85 -------------- -------------- TOTAL $56,817,831.32 $32,351,175.85 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: Majestic Files Assets, Debts Schedules ------------------------------------------------------------ Majestic Tankers 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 $57,182,521.54 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 $10,487,134.68 -------------- -------------- TOTAL $57,182,521.54 $10,487,134.68 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. PATRIOT COAL: MSHA Withdraws Violations Notice at Brody Mine ------------------------------------------------------------ The Dodd-Frank Wall Street Reform and Consumer Protection Act was enacted on July 21, 2010. Section 1503 of the Dodd-Frank Act requires a Current Report on Form 8-K if a company receives written notice from the Mine Safety and Health Administration that a company mine has (1) a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards under section 104(e) of the Federal Mine Safety and Health Act of 1977 or (2) the potential to have such a pattern. On March 7, 2013, Patriot reported that MSHA notified Brody Mining, LLC, that a potential pattern of violations under Section 104(e) of the Mine Act exists at the Brody Mine No. 1. After reviewing information provided by Brody, MSHA concluded that no potential pattern of violations exists under Section 104(e) at the Mine and withdrew the notice of potential pattern of violations on March 28, 2013. No employees have been harmed, and production remains unaffected. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PATRIOT COAL: UMWA to Plant Crosses Across Peabody HQ Today ----------------------------------------------------------- Members of the United Mine Workers union, joined by labor, faith and community supporters, will plant 1,000 white crosses at Kiener Plaza, across from Peabody Energy headquarters, in St. Louis, Mo., on April 16 beginning at 10 a.m. The crosses will be in memory of the 666 fatalities that have occurred at mines operated by Peabody Energy, Arch Coal and Patriot Coal or their subsidiaries since 1903, and will symbolize the more than 22,000 active and retired miners, dependents and surviving spouses who will be at risk if Patriot Coal, Peabody Energy and Arch Coal succeed in their efforts to effectively eliminate contractually-guaranteed health care benefits. Who: UMWA International President Cecil Roberts, UMWA International Secretary Treasurer Dan Kane, Coalition of Black Trade Unionists President Emeritus Bill Lucy, Illinois State AFL- CIO Secretary-Treasurer Tim Drea, Boilermakers International Industrial Sector Vice President Jim Pressley, coal miners, retirees and family members; St. Louis-area labor activists, faith and community leaders. What: Planting of 1,000 white crosses in Kiener Plaza When and Where: 10:00 a.m. -- (CDT) Tuesday April 16th -- March begins from Crowne Plaza Hotel, 4th and Pine Streets 10:15 a.m. -- Assemble at Kiener Plaza, near 7th and Market Streets, for rally and planting of crosses. "The corporate executives trying to get away with this outrageous scam tell us we should make decisions based on 'fact,' not 'emotion,'" said UMWA President Cecil Roberts. "Here's a fact: If you take away the benefits retired miners and their spouses need for medicine, doctor visits and hospital care, they will become sicker and poorer. And they will die younger." "The companies want to argue this case in bankruptcy court -- where they can hide behind their $1,000-an-hour lawyers -- instead of in the court of public opinion," said UMWA Secretary Treasurer Dan Kane. "No wonder they don't want anybody to watch -- because what they're doing to sick, retired miners and their widows and widowers is just plain wrong." Protestors will also return to St. Louis on Monday, April 29. The U.S. Bankruptcy court is expected to hear a motion on that date about Patriot Coal's demand to effectively eliminate health care benefits for retired miners and surviving spouses, along with drastic cuts in wages, health care and working conditions for active miners. Between 10,000 and 11,000 miners and supporters marched on Patriot Coal's headquarters in Charleston, West Virginia on April 1, and 16 were arrested in a non-violent action. U.S. Senators Jay Rockefeller and Joe Manchin, West Virginia Governor Earl Ray Tomblin, U.S. Rep. Nick Rahall and West Virginia Secretary of State Natalie Tennant addressed a rally at the Charleston Civic Center prior to the march on Patriot Coal. "At a young age, my mother and my grandmother, Mama Kay, taught me that your word is your bond," wrote Sen. Manchin in the Charleston Gazette on April 6: "When I looked out into the rally's crowd, I saw men and women who have kept their word. It is time for their employers to keep their promise to the miners who worked hard for them." Patriot, which filed for bankruptcy in 2012, was spun off from Peabody Energy in 2007 with approximately 43 percent of Peabody's pension and health care liabilities but just 11 percent of its productive assets. According to Temple University finance professor Bruce Rader, Patriot's business structure was "designed to fail." Patriot also later assumed pension and health care obligations for retired union miners who had worked for Arch Coal, which shed its liabilities in a similar fashion as Peabody. Ninety percent of the retirees Patriot is responsible for never worked for Patriot, but worked for Peabody or Arch instead. Video of the April 16th event will be livestreamed beginning at 10 am (Central time) at: http://www.ustream.tv/channel/mineworkers and live blogged at: http://www.fairnessatpatriotnow.blogspot.com More information about the UMWA campaign for active and retired miners is at FairnessAtPatriot.org As reported in the April 15 edition of the TCR, Patriot Coal last week revised its proposal and offered union workers an equity stake in a reorganized company. According to a St. Louis Post- Dispatch article, Patriot Coal on April 10 submitted to the UMWA a proposal wherein, among others, the union would get a 35% interest in the reorganized company, which stake is estimated to be worth hundreds of millions of dollars, and the Company would extend for six months the date on which retiree health care funding is transitioned to the trust, allowing retirees and beneficiaries to keep their current benefits through the end of the year. UMWA International President Cecil E. Roberts on April 12 said, "While we are working with our financial advisors to fully analyze the amended Section 1114 proposals made by Patriot Coal yesterday with respect to health care for retired miners, their dependents and widows, this appears to be a step forward by the company. "There are still considerable problems with the company's intentions to change the existing contract for active workers under the Section 1113 process. We are nowhere near a fair and just agreement regarding that part of this equation. "We continue to believe that an agreement can be reached that provides Patriot with the short-term relief it needs to emerge from bankruptcy, keep people working and become a profitable company again without putting retirees' lives at risk or demanding the deep sacrifices the company says it needs from hourly workers. We will continue our discussions with the company on these issues." Meanwhile, in an interview with The West Virginia State Journal, Patriot Coal CEO Ben Hatfield essentially confirmed what the mine workers union have been saying for months: "That Patriot was spun off from Peabody Energy with too many liabilities and not enough assets." "Frankly, as a competitor, we looked at that and said 'how could that work?' It looks like a bad balance here -- too many liabilities and not enough assets," Mr. Hatfield said in the interview. "Now, they were some good assets. . . . but an inordinate amount of legacy liabilities disproportionate to the assets. As a competitor we were very suspect from the day the spin was announced as to whether this venture could survive." Mr. Hatfield said: "It's one of the areas where I frankly agree with many of things (UMWA President) Cecil Roberts has said. Something doesn't quite smell right here." An article on the entire interview with Mr. Hatfield is available at http://is.gd/Wgq5ib A video version is available at http://is.gd/LnTKAk About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PEER REVIEW: Chief Financial Officer Resigns -------------------------------------------- Marc E. Combs, the chief financial officer of Peer Review Mediation and Arbitration, Inc., resigned from his position On March 15, 2013. About Peer Review Deerfield Beach, Fla.-based Peer Review Mediation and Arbitration, Inc., was incorporated in the State of Florida on April 16, 2001. The Company provides peer review services and expertise to law firms, medical practitioners, insurance companies, hospitals and other organizations in regard to personal injury, professional liability and quality review. The Company's balance sheet at Sept. 30, 2012, showed $1.8 million in total assets, $5.9 million in total liabilities, and a stockholders' deficit of $4.1 million. As reported in the TCR on Aug. 6, 2012, Peter Messineo, CPA, in Palm Harbor, Fla., expressed substantial doubt about Peer Review's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. Mr. Messineo noted that the Company has recurring losses from operations, a working capital deficit, negative cash flows from operations and a stockholders' deficit. PLAZA VILLAGE: Hires Andrew H. Griffin III as Counsel ----------------------------------------------------- Plaza Village Senior Living LLC asks the U.S. Bankruptcy Court for permission to employ the Law Offices of Andrew H. Griffin, III as counsel. The Debtor attests the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. A $17,500 retainer has been paid to the firm. The firm's rates are: Professional Rates ------------ ----- Attorneys $325/hr Associate Attorney $250/hr Paralegal $150/hr Law Clerk $75/hr 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. On March 27, the bankruptcy case was transferred to the calendar of Bankruptcy Judge Peter W. Bowie for all further matters and hearings. PLC SYSTEMS: Reports $3 Million Net Income in Fourth Quarter ------------------------------------------------------------ PLC Systems Inc. reported net income of $3 million on $485,000 of revenue for the three months ended Dec. 31, 2012, as compared with a net loss of $1.02 million on $189,000 of revenue for the same period a year ago. For the year ended Dec. 31, 2012, the Company a net loss of $8.38 million on $1.08 million of revenue, as compared with a net loss of $5.75 million on $671,000 of revenue during the prior year. "RenalGuard sales during the fourth quarter showed a marked improvement as we filled a large stocking order to Discomed, our distributor in Brazil," commented Mark Tauscher, president and chief executive officer of PLC Systems. "We worked for more than a year to secure the necessary approvals from Brazilian regulatory authorities, and are making progress in our efforts to receive regulatory approvals across Latin America via our distributor Girlow USA." Mr. Tauscher added, "We continue to enroll patients into our pivotal trial to support a Premarket Approval filing for RenalGuard with the U.S. Food and Drug Administration to reduce the onset of CIN. We raised $4.0 million in gross proceeds in an equity offering during the first quarter of 2013. Of the estimated 7.0 million diagnostic and interventional imaging procedures performed worldwide each year that involve the use of contrast agents, we believe that 15% or approximately 1.0 million patients could be considered at-risk for CIN and thus benefit from RenalGuard." A copy of the press release is available for free at: http://is.gd/F4mJsc About PLC Systems Milford, Massachusetts-based PLC Systems Inc. is a medical device company specializing in innovative technologies for the cardiac and vascular markets. The Company's key strategic growth initiative is its newest marketable product, RenalGuard(R). RenalGuard is designed to reduce the potentially toxic effects that contrast media can have on the kidneys when it is administered to patients during certain medical imaging procedures. Following the 2011 financial results, McGladrey & Pullen, LLP, in Boston, Massachusetts, expressed substantial doubt about PLC Systems' ability to continue as a going concern. The independent auditors noted that the Company has sustained recurring net losses and negative cash flows from continuing operations. The Company reported a net loss of $5.76 million for 2011, compared with a net loss of $505,000 for 2010. The Company's balance sheet at Sept. 30, 2012, showed $1.79 million in total assets, $16.85 million in total liabilities and a $15.06 million total stockholders' deficit. PLY GEM HOLDINGS: Amends ABL Credit Facility with UBS AG -------------------------------------------------------- Ply Gem Industries, Inc., a wholly-owned subsidiary of Ply Gem Holdings, Inc., on April 3, 2013, entered into an amendment to its senior secured asset-based revolving credit facility with UBS AG, Stamford Branch, as U.S. administrative agent, and UBS AG Canada Branch, as Canadian administrative agent. The amendment to the ABL Facility, among other things: (i) increased the Tuck-in acquisition level from $20 million to $25 million and modified the required excess availability levels for certain acquisitions to the lesser of (x) 25% of the lesser of the borrowing base and aggregate commitments and (y) $17.5 million; (ii) increased the amount of debt that Ply Gem Holdings is permitted to incur under the tax receivable agreement from $65 million to $100 million, subject to the satisfaction of certain conditions, including the Company maintaining excess availability levels greater than the lesser of (x) 25% of the lesser of the borrowing base and aggregate commitments and (y) $17.5 million; and (iii) modified the change of control definition so that a change of control will be deemed to occur if, following a Qualifying IPO, a person or group is or becomes the beneficial owner, directly or indirectly, of voting equity interests of Ply Gem Holdings representing the greater of (x) 35% or (y) the voting power of the voting equity interests of Ply Gem Holdings owned by the Equity Investors rather than requiring the Equity Investors to maintain a minimum voting or ownership level in Ply Gem Holdings. Amends Form S-1 Prospectus Ply Gem Holdings filed with the U.S. Securities and Exchange Commission amendment no.3 to the Form S-1 registration statement relating to the initial public offering of its common stock. Prior to this offering, there has been no public market for the Company's common stock. The initial public offering price of the common stock is expected to be between $[ ] and $[ ] per share. The Company intends to apply for listing of its common stock on the New York Stock Exchange under the symbol "PGEM." The Company will not receive any proceeds from the sale of the shares by the selling stockholders. A copy of the amended prospectus is available for free at: http://is.gd/lFhfkf About Ply Gem Based in Cary, North Carolina, Ply Gem Holdings Inc. is a diversified manufacturer of residential and commercial building products, which are sold primarily in the United States and Canada, and include a wide variety of products for the residential and commercial construction, the do-it-yourself and the professional remodeling and renovation markets. Ply Gem Holdings incurred a net loss of $39.05 million in 2012, as compared with a net loss of $84.50 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $881.85 million in total assets, $1.19 billion in total liabilities and $314.94 million total stockholders' deficit. * * * In May 2010, Standard & Poor's Ratings Services raised its (unsolicited) corporate credit rating on Ply Gem to 'B-' from 'CCC+'. "The ratings upgrade reflects our expectation that the company's credit measures are likely to improve modestly over the next several quarters to levels that we would consider more in line with the 'B-' corporate credit rating," said Standard & Poor's credit analyst Tobias Crabtree. SGS International carries a 'B1' corporate family rating from Moody's Investors Service. PLZ AEROSCIENCE: S&P Assigns Prelim. 'B' CCR; Outlook Stable ------------------------------------------------------------ Standard & Poor's Ratings Services assigned a preliminary 'B' corporate credit rating to St. Clair, Mo.-based PLZ Aeroscience Corp. The outlook is stable. At the same time, S&P assigned a preliminary 'B' issue rating to the company's proposed senior secured credit facilities, which include a $20 million U.S. revolver due 2018, a C$5 million Canadian revolver due 2018, a $163.0 million U.S. term loan due 2019, a $67.5 million U.S. delayed draw term loan due 2019, and a C$18.9 million Canadian term loan due 2019. The preliminary recovery rating is '3', which indicates S&P's expectation of meaningful recovery (50% to 70%) for creditors in the event of a payment default or bankruptcy. PLZ's U.S. subsidiary, Plaze Inc., will issue the U.S. senior secured credit facilities, while its Canadian subsidiary, K-G Spray-Pak Inc., will issue the Canadian credit facilities. The preliminary corporate credit and issue ratings are subject to review of final documentation upon completion of the financing. The ratings on PLZ reflect S&P's assessment of the company's narrow product focus within a fragmented and mature aerosol industry and lack of geographic diversity. The ratings also reflect S&P's opinion that financial policy is very aggressive and debt burden is significant, S&P's expectation for credit ratios to remain weak, and its view that liquidity will remain adequate. The outlook is stable, which reflects S&P's expectation that PLZ will generate modest organic EBITDA growth through low-single- digit organic sales increases in its key business segments, and reflects S&P's forecast for marginal improvement in the company's key credit measures over the next year. S&P believes credit measures will remain close to current levels in 2013, including leverage in the mid-7x area (approximately 5x when excluding the preferred stock from adjusted debt). PRECISION OPTICS: Offering 700,000 Common Shares ------------------------------------------------ Precision Optics Corporation, Inc., filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement relating to the sale or other disposition of up to 700,000 shares of the Company's common stock and shares underlying warrants by Special Situations Fund III QP, L.P., and Special Situations Private Equity Fund, L.P. The Company is not selling any securities in this offering and therefore will not receive any proceeds from this offering. The Company may receive proceeds from the possible future exercise of warrants. All costs associated with this registration will be borne by the Company. The Company's common stock is quoted on the OTCQB under the symbol "PEYE." On April 1, 2013, the last reported sale price of the Company's common stock on the OTCQB was $0.55 per share. A copy of the Form S-1 prospectus is available for free at: http://is.gd/7ZQCv3 About Precision Optics Headquartered in Gardner, Massachusetts, Precision Optics Corporation, Inc., has been a developer and manufacturer of advanced optical instruments since 1982. The Company designs and produces high-quality micro-optics, medical instruments and other advanced optical systems. The Company's medical instrumentation line includes laparoscopes, arthroscopes and endocouplers and a world-class product line of 3-D endoscopes for use in minimally invasive surgical procedures. The Company reported net income of $960,972 on $2.15 million of revenue for the year ended June 30, 2012, compared with a net loss of $1.05 million on $2.24 million of revenue during the prior fiscal year. The Company's balance sheet at Sept. 30, 2012, showed $3.38 million in total assets, $984,227 in total liabilities, all current, and $2.40 million in total stockholders' equity. PUERTO DEL REY: Challenges Bank's Case Dismissal Bid ---------------------------------------------------- Puerto del Rey, Inc. has asked the Bankruptcy Court to deny the motion filed by FirstBank Puerto Rico seeking dismissal of the Debtor's chapter 11 case. The Debtor said, "It is with such incomplete, self-serving and viced premise that FB advocates that Debtor's Chapter 11 petition has been filed in bad faith and should be dismissed under 11 U.S.C. Sec. 1112 (b) or in the alternative, that this Court should abstain from considering the same under 11 U.S.C. Sec. 305 or 28 U.S.C. Sec. 1334." As reported by the Troubled Company Reporter on March 15, 2013, FirstBank Puerto Rico has asked the Court to enter an order dismissing the case, or, alternatively, for abstention, saying there is prima facie evidence of the Debtor's bad-faith in commencing its case. In December 2009, FirstBank and the Debtor entered into a loan agreement for $46.55 million, consisting of three credit facilities. The debts under the Loan Agreement were evidenced by promissory notes. According to the Debtor, FirstBank made reference to Case No. NSCI 2011-0442, before the Court of First Instance of Puerto Rico, Fajardo Section, "and vacuously refers to such case as a restructuring proceeding instituted by Debtor, when such a qualification is unsustainable first because it is false and second because Case No. NSCI 2011-0442 was not and cannot be a substitute for the reorganization proceedings filed by Debtor." The Debtor claimed that FirstBank erroneously argued that the Debtor achieved a restructuring allegedly evidenced by a stipulation for the entry of a judgment by consent in Case No. NSCI 2011-0442, which terms were incorporated by reference into a final judgment. FirstBank alleged that the Debtor took advantage of the 6 months drop dead term provided by the Settlement to pay FirstBank $43 million. FirstBank prevented the Debtor from making that payment. The Debtor said that Case No. NSCI 2011-0442 with the Fajardo Court was filed by the Debtor and others. FirstBank counter- claimed to collect the debt evidenced by the Promissory Notes and execute the mortgages and other security agreements that served as collateral to the Promissory Notes. The case resulted in the Settlement dated July 10, 2012. According to the Settlement, the Debtor and the other plaintiffs stipulated with FirstBank, that the Debtor's and the other plaintiffs' total debt to the bank, as of July 9, 2012, amounting to $56.96 million including principal, accrued interest, penalties, charges and legal fees, would be reduced to $43 million and would be payable by the Debtor, without interest, on or before Dec. 31, 2012. The parties further stipulated that in the event of non-payment by the Debtor of the $43 million by Dec. 31, 2012, FirstBank's remedies would be limited to either (i) require the Debtor to deliver the mortgaged real estate in favor of FB in lieu of payment or (ii) the execution of said mortgages through confession of judgment. The Settlement, according to the Debtor, extinguished the Debtor's original obligations to FirstBank under the Promissory Notes. The Debtor said the old and the new obligations are incompatible, the new one for the $43 million substituting the old one evidenced by the Promissory Notes. The Debtor said dismissal with prejudice of FirstBank's counterclaim "extinguished the obligations under the Promissory Notes. A new and different obligation was created by the Settlement, e.g. the $43 million." About Puerto del Rey Puerto del Rey, Inc., owner of the Puerto Del Rey Marina, filed a petition for Chapter 11 protection (Bankr. D.P.R. Case No. 12-10295) on Dec. 28, 2012, in Old San Juan, Puerto Rico, owing $43 million to secured lender First Bank Puerto Rico Inc. The 22-acre facility in Fajardo, Puerto Rico, has 918 wet slips and dry storage for 600 boats. Bankruptcy was designed to forestall creditors from attaching assets. The Debtor disclosed assets of $99.8 million and liabilities totaling $44.4 million. PURADYN FILTER: Incurs $2.2 Million Net Loss in 2012 ---------------------------------------------------- Puradyn Filter Technologies Incorporated reported a net loss of $2.22 million on $2.56 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $1.61 million on $2.67 million of net sales for the year ended Dec. 31, 2011. Kevin G. Kroger, President and COO, stated, "2012 was a disappointing year for us with respect to total revenue. However, interest in our product has shown signs of new growth after a recent article in a trade publication, which, for the first time, quoted one of our largest customers, showing their annual cost savings from operations have exceeded $5 million through the use of our bypass oil filtration systems. In addition, they reduced their waste oil disposal by over 373,000 gallons, a significant reduction of their carbon footprint. "With increased interest in the mining and commercial marine industries, as well as new interest from overseas, we remain optimistic for 2013." About Puradyn Filter Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated (OTC BB: PFTI) designs, manufactures and markets the puraDYN's Oil Filtration System. As reported in the TCR on April 10, 2012, Webb and Company, P.A., in Boynton Beach, Florida, expressed substantial doubt about Puradyn's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has suffered recurring losses from operations, its total liabilities exceed its total assets, and it has relied on cash inflows from an institutional investor and current stockholder. The Company's balance sheet at Sept. 30, 2012, showed $1.45 million in total assets, $10.12 million in total liabilities and a $8.67 million total stockholders' deficit. QBEX ELECTRONICS: Committee Can Hire Genovese Joblove as Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of QBEX Electronics Corporation obtained permission from the U.S. Bankruptcy Court for the Southern District of Florida to retain Glenn D. Moses, Esq., and the law firm of Genovese, Joblove & Battista, P.A., as counsel to the Committee. As reported by the Troubled Company Reporter on Jan. 25, 2013, Genovese Joblove will: (a) advise the Committee with respect to its rights, powers, and duties in these Chapter 11 cases; (b) assist and advise the Committee in its consultations with the Debtors relative to the administration of the Chapter 11 cases; (c) assist the Committee in analyzing the claims of the Debtors' creditors and in negotiating with such creditors; (d) assist with the Committee's investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and of the operation of the Debtors' business; (e) assist the Committee in its analysis of, and negotiations with, the Debtors and/or any third party concerning matters related to, among other things, the use of cash collateral, debtor in possession financing, the liquidation of assets and the terms of a plan or plans of reorganization; (f) assist and advise the Committee with respect to its communications with the general creditor body regarding significant matters in these Chapter 11 cases; (g) represent the Committee at all hearings and other proceedings in the Chapter 11 cases; (h) review and analyze all applications, motions, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; (i) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; and (j) perform other legal services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. The firm attested that it is "disinterested" as such term is defined in 11 U.S.C. Section 101(14) and has no connection with the Debtors, their creditors or any other party in interest. The hourly rates for the attorneys at GJB range from $200 to $550 per hour. The hourly rates for the legal assistants at GJB range from $125 to $180. GJB reserves the right to increase its hourly rates in accordance with its normal and customary business practices. 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. QBEX ELECTRONICS: Committee Can Hire Marcum as Financial Advisors ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of QBEX Electronics Corporation sought and obtained permission from the U.S. Bankruptcy Court for the Southern District of Florida to retain Barry E. Mukamal and the firm of Marcum, LLP, as financial advisors to the Committee. Marcum will render these services: a. Assistance in the review of reports or filings as required by the Bankruptcy Court or the Office of the United States Trustee, including, but not limited to, schedules of assets and liabilities, statements of financial affairs and monthly operating reports; b. Review of the Debtors' financial information, including, but not limited to, analyses of cash receipts and disbursements, financial statement items and proposed transactions for which Bankruptcy Court approval is sought; c. Review and analysis of the reporting regarding cash collateral and any debtor-in-possession financing arrangements and budgets; d. Review of pre-petition transfers to third parties and analysis of potential causes of action under Chapter 5 of the Bankruptcy Code; e. Assistance in evaluating reorganization strategy and alternatives available to the creditors; f. Advice and assistance to the Committee in negotiations and meetings with the Debtors and its lenders; g. Advice and assistance on the tax consequences of any proposed plans of reorganization; h. If necessary, litigation consulting services and expert witness testimony regarding confirmation issues, avoidance actions or other matters; and i. Other such functions as requested by the Committee or its counsel to assist the Committee in the Chapter 11 case. The current normal and customary hourly rates for financial advisory services to be rendered by Marcum are: Personnel Rate --------- ---- Barry Mukamal $475.00 Susan Smith $360.00 Sharmila Khanorkar $305.00 Lisa Owens $130.00 To the best of the Committee's knowledge, Marcum is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. 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. QUALITY DISTRIBUTION: President and COO to Retire ------------------------------------------------- Stephen R. Attwood, the president and chief operating officer of Quality Distribution, Inc., announced his intention to retire from the Company on April 30, 2013. Mr. Attwood will continue to serve in his current positions until his retirement. The Company has no current plan to fill Mr. Attwood's positions upon his retirement. "Steve has contributed as much to the success of this company as anyone, and I am very grateful he came out of retirement in 2008 to help engineer a turnaround in our business model. Over the last eighteen months, Steve has spent the vast majority of his time building and overseeing our energy logistics business, which he and Mark Bitting grew from a concept into a $160 million in revenue operation with further opportunities for growth," said Gary Enzor, chief executive officer. Enzor added, "Over the last twenty-one years, I have had the privilege of working with Steve at four separate companies, and will sincerely miss his tireless drive for results. We wish him well in retirement and his pursuit of philanthropic activities." Thomas N. Flessor will succeed Attwood in managing the company's energy logistics business as President of QC Energy Resources ("QCER"), a wholly-owned subsidiary of Quality Distribution. "Tom is a hands-on operating executive with deep industrial and transportation experience," said Enzor. "Tom joined us in 2010 where he was primarily responsible for managing our transportation assets, and was extremely successful in improving efficiency within our chemical logistics business. More recently, he has been actively involved in managing and improving our Texas and Oklahoma shale operations. Going forward, Tom will focus on enhancing the profitability of our energy logistics business by rationalizing underperforming operations, improving asset utilization, and shifting our product mix toward steadier, more predictable oil movements versus water movements. Tom has led large and complex operations working for Allied-Signal and Honeywell, and he also worked for British Petroleum early in his career. I believe his excellent operational focus will help us quickly improve profitability in our high-growth potential energy logistics business." Mark Bitting, who previously served as President of QCER, will take on the role of Executive Vice President of Sales and Marketing for QCER. "Mark had the fortitude and tenacity to get our energy logistics business off the ground and spent most of his time building out the model from a sales and marketing perspective," said Enzor. "He is extremely knowledgeable about the unconventional oil and gas marketplace and will leverage his strong customer relationships to help QCER in its next stage of growth. In connection with his retirement, the Company and Mr. Attwood entered into an Agreement of Separation and Release. In accordance with the Separation Agreement and in recognition of his valuable contributions to the Company, Mr. Attwood will be entitled to an amount equal to approximately $45,000, in respect of his annual cash bonus at target prorated through April 30, 2012, paid at the same time as annual cash bonuses are normally paid, amounts aggregating $275,000, equivalent to a year's salary, payable in accordance with the normal payroll cycles of the Company for 52 weeks, and continuing coverage under the Company's health plan for 52 weeks. These benefits are in accordance with the benefits to which Mr. Attwood would be entitled upon termination by him for good reason under his Employment Agreement dated as of July 28, 2008, as amended by that certain Modification to Terms of Employment dated as of Dec. 30, 2012. In addition, Mr. Attwood will be permitted to exercise vested options through Feb. 4, 2014, and the following equity awards previously granted to him will be allowed to continue to vest as if Mr. Attwood were still employed by the Company: options with respect to 18,750 shares of the Company's stock granted on Nov. 4, 2009, and scheduled to vest on Nov. 4, 2013, 12,500 shares of restricted stock granted on Nov. 4, 2009, and scheduled to vest on Nov. 4, 2013, and 10,250 shares of restricted stock granted on Feb. 13, 2012, and scheduled to vest on Feb. 13, 2014. Under the Separation Agreement, Mr. Attwood has granted the Company a general release of all claims. Mr. Attwood also agreed to extend his existing prohibition under the Employment Agreement on competing with the Company or soliciting its customers or employees to a period of 24 months following the cessation of his employment. About Quality Distribution Quality Distribution, LLC, and its parent holding company, Quality Distribution, Inc., are headquartered in Tampa, Florida. The company is a transporter of bulk liquid and dry bulk chemicals. The company's 2010 revenues are approximately $686 million. Apollo Management, L.P., owns roughly 30% of the common stock of Quality Distribution, Inc. Quality Distribution reported net income of $50.07 million for the year ended Dec. 31, 2012, as compared with net income of $23.43 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $513.60 million in total assets, $532.04 million in total liabilities and a $18.44 million total shareholders' deficit. Bankruptcy Warning The Company had consolidated indebtedness and capital lease obligations, including current maturities, of $418.8 million as of Dec. 31, 2012. The Company must make regular payments under the ABL Facility and its capital leases and semi-annual interest payments under its 2018 Notes. The Company's 2018 Notes issued in the quarter ended Dec. 31, 2010, carry high fixed rates of interest. In addition, interest on amounts borrowed under the Company's ABL Facility is variable and will increase as market rates of interest increase. The Company does not presently hedge against the risk of rising interest rates. The Company's higher interest expense may reduce its future profitability. The Company's future higher interest expense and future redemption obligations could have other important consequences with respect to the Company's ability to manage its business successfully, including the following: * it may make it more difficult for the Company to satisfy its obligations for its indebtedness, and any failure to comply with these obligations could result in an event of default; * it will reduce the availability of the Company's cash flow to fund working capital, capital expenditures and other business activities; * it increases the Company's vulnerability to adverse economic and industry conditions; * it limits the Company's flexibility in planning for, or reacting to, changes in the Company's business and the industry in which the Company operates; * it may make the Company more vulnerable to further downturns in its business or the economy; and * it limits the Company's ability to exploit business opportunities. The ABL Facility matures August 2016. However, the maturity date of the ABL Facility may be accelerated if the Company defaults on its obligations. "If the maturity of the ABL Facility and/or such other debt is accelerated, we may not have sufficient cash on hand to repay the ABL Facility and/or such other debt or be able to refinance the ABL Facility and/or such other debt on acceptable terms, or at all. The failure to repay or refinance the ABL Facility and/or such other debt at maturity would have a material adverse effect on our business and financial condition, would cause substantial liquidity problems and may result in the bankruptcy of us and/or our subsidiaries. Any actual or potential bankruptcy or liquidity crisis may materially harm our relationships with our customers, suppliers and independent affiliates." READER'S DIGEST: Revised Plan Offers 0.1% to Unsecureds ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Reader's Digest Association filed a revised reorganization plan and disclosure statement telling unsecured creditors with $380 million in claims why they should be satisfied with a sharing of $500,000 for a recovery of 0.1%. According to the report, RDA filed a reorganization plan March 21 and scheduled an April 25 hearing for approval of disclosure materials. The recovery for unsecured creditors was left blank, until RDA filed the amended plan on April 10. The company, the report relates, says the only unencumbered assets available for unsecured creditors' are RDA's one-third interest in foreign subsidiaries. Those offshore companies have little value given limited interest by third parties and intercompany debt owing to the parent in the U.S. The revised disclosure statement tells unsecured creditors how they can carve up $500,000 among themselves only if they vote as a class in support of the plan. If they do, secured creditors' deficiency claims won't participate in the recovery earmarked for unsecured creditors. RDA also said any litigation claims don't have value to increase the recovery by unsecured creditors. The plan is designed to carry out an agreement negotiated before the Chapter 11 filing with holders of 70% of what amounts to $475.9 million in second-lien floating-rate notes. The plan would reduce debt by 80% from conversion $231 million of the notes into the new equity. The noteholders' deficiency claim of $244.9 million would be treated as a general unsecured claim if unsecured creditors don't vote for the plan. 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. REGAL ENTERTAINMENT: Loan Repricing No Impact on Fitch Ratings -------------------------------------------------------------- The ratings of Regal Entertainment Group (Regal) and Regal Cinemas Corporation (Regal Cinemas) are unaffected following the repricing of its term loan. The proposed terms of the new agreement are materially unchanged. In addition to slightly lower pricing, total leverage and total adjusted leverage maintenance covenants will only be tested if 25% of the revolver is outstanding. Liquidity and Leverage Regal's solid liquidity position is supported by annual pre- dividend Free Cash Flow (FCF) between $150 million and $300 million, with $110 million of cash on hand and $82.3 million availability under its $85 million revolver due 2017. FCF before dividend, as of Dec. 31, 2012, latest-twelve-month (LTM) was $257 million. Fitch expects FCF to be used for acquisitions and/or an extraordinary dividend as it was in 2008, 2010, and 2012. Fitch does not have any material concerns with Regal's liquidity. Regal has a favorable maturity profile with over the next few years (next material maturity is the $1 billion term loan due 2017). Fitch calculates unadjusted gross leverage of 4.1x, proforma for January Holdco Note issuance, and interest coverage at 4.0x as of Dec 31, 2012. KEY RATING DRIVERS -- Regal Entertainment Group's (Regal) ratings reflect Fitch's belief that movie exhibition will continue to be a key promotion window for the movie studio's biggest/most profitable releases. -- Industry fundamentals have benefitted from a strong film slate in 2012 that included 'The Avengers,' 'The Amazing Spider-Man,' and 'The Dark Knight Rises.' The 2013 film slate is also solid and includes some highly anticipated movies such as 'The Hunger Games: Catching Fire,' 'Iron Man 3,' 'Star Trek Into Darkness,' 'The Hobbit: Desolation of Smaug,' and 'Thor: The Dark World.' However, Fitch believes that the 2013 film slate, while solid, will not be able to match 2012's performance. Fitch expects industry box office revenues to be down in the low to mid-single digits. Fitch believes that this is part of the hit-cyclical nature of the industry and Fitch maintains a stable outlook on the industry. -- For the long term, Fitch continues to expect that the movie exhibitor industry will be challenged in growing attendance and any potential attendance declines will offset some of the growth in average ticket prices. The ratings factor in the intermediate/long-term risks associated with increased competition from at-home entertainment media, limited control over revenue trends, pressure on film distribution windows, and increasing indirect competition from other distribution channels (such as VOD and other OTT services). Regal and its peers rely on the quality, quantity, and timing of movie product, all factors out of management's control. Rating Sensitivities Limited Rating Upside: Fitch heavily weighs the prospective challenges facing Regal and its industry peers in arriving at the long-term credit ratings. Significant improvements in the operating environment (sustainable increases in attendance) and sustained deleveraging could have a positive effect on the rating, though Fitch views this as unlikely. Negative Trigger: Fitch anticipates Regal and other movie exhibitors will continue to consolidate. A debt-financed material acquisition or return of capital to shareholders that would raise the unadjusted gross leverage beyond 4.5x could have a negative effect on the rating, though this is not anticipated. In addition, meaningful, sustained declines in attendance and/or per-guest concession spending, which drove leverage beyond 4.5x, may pressure the rating as well. Fitch currently rates Regal and Regal Cinemas as follows: Regal -- Issuer Default Rating (IDR) 'B+'; -- Senior unsecured notes 'B-/RR6'. Regal Cinemas -- IDR 'B+'; -- Senior secured credit facility 'BB+/RR1'; -- Senior unsecured notes 'BB/RR2'. The Rating Outlook is Stable. RESIDENTIAL CAPITAL: Committee Says Ally Liable for $20-Bil. ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Residential Capital LLC creditors' committee claims to have uncovered facts justifying a lawsuit that would make ResCap's non-bankrupt parent Ally Financial Inc. liable for all $20 billion to $25 billion in unsecured debt. According to the report, in papers filed with the bankruptcy court in New York, the committee for Ally's bankrupt mortgage-servicing subsidiary requested a hearing on April 30 for permission to file a lawsuit contending that the parent dominated and controlled Ally for its own benefit. The committee says it uncovered related-party transactions that Ally orchestrated to minimize its $20 billion in liability stemming from the "overall securitization mess." The committee, the report notes, doesn't intend to file its suit until after the examiner issues his report on May 13. The complaint will include claims known as veil piercing, fraudulent transfer, and equitable subordination, where other creditors would be paid before Ally receives any recovery on its claims. The committee says it would prefer having a consensual reorganization before ResCap's exclusive right to propose a plan expires at the month's end. "Ally believes the claims are without merit," spokeswoman Gina Proia said in an e-mail. She said that Ally's settlement proposal rejected by the creditors' committee was "a desire to reach closure, not an admission of guilt." Many of the committee's factual allegations are blanked out in the papers, to prevent disclosure of information gained under confidentiality agreements, the committee said, according to Bloomberg. 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. 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: Delays Form 10-K Due to Bankruptcy Filing --------------------------------------------------- Revel AC, Inc., was not able to file its Form 10-K for the year ended Dec. 31, 2012, by April 1, 2013, without unreasonable effort or expense because the Company has been required to devote a substantial portion of its personnel and administrative resources, including personnel in its accounting and finance organization, to matters relating to the Chapter 11 cases, and the Company needs additional time to complete the Form 10-K for the year ended Dec. 31, 2012. The filing of the Chapter 11 cases came at the same time during which the Company's preparation of its financial statements is being conducted. The Company determined that it was necessary and prudent to delay the filing of the Company's Form 10-K to allow management to focus on providing the required information and making the necessary filings with the Bankruptcy Court in its Chapter 11 Cases. Due to the nature of the Chapter 11 cases and important competing demands on the Company's management, the delay in preparing the Form 10-K could not be avoided. The Company intends to file a motion asking the Bankruptcy Court for approval of the Company's independent registered public accounting firm, so that the independent registered public accounting firm can continue to work on the audit of the Company's financial statements for the year ended Dec. 31, 2012. The completion of the audit of the Company's financial statements by the Company's independent registered public accounting firm has been delayed pending the filing of the motion and the approval by the Bankruptcy Court. The Company anticipates that it will not be able to complete its financial statements and file the Form 10-K by April 16, 2013, the time period prescribed by Rule 12b-25, but is making efforts to file the Form 10-K as soon thereafter as possible. The Company cannot make any assurance as to when it will complete and file the Form 10-K. The Company's independent registered public accounting firm has informed the Company that it expects that its report on the Company's financial statements will include an explanatory paragraph indicating that substantial doubt exists as to the Company's ability to continue as a going concern. The Company does not intend to include any adjustments to its financials statements to reflect the possible future effects that may result from the uncertainty of its ability to continue as a going concern. 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. Already accepted by creditors, Revel's reorganization plan is designed to reduce debt for borrowed money by 82 percent, from $1.52 billion to $272 million. For a projected 19 percent recovery, holders of an $896 million secured term loan are to receive all the new equity. General unsecured creditors are to be paid in full. RONA INC: S&P Lowers CCR to 'BB+' & Lowers Rating on Debt to 'BB+' ------------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on RONA Inc. to 'BB+' from 'BBB-'. The outlook is stable. Standard & Poor's also lowered its issue-level rating on the company's senior unsecured debt to 'BB+' from 'BBB-' and assigned a '4' recovery rating to the debt reflecting average (30%-50%) recovery in the event of a default. The recovery rating assignment is consistent with Standard & Poor's rating approach for issuers with long-term corporate ratings of 'BB+' or lower. At the same time, Standard & Poor's lowered its rating on the company's global-scale preferred shares to 'B+' from 'BB' and on its Canada-scale preferred shares to 'P-4(High)' from 'P-3', reflecting the three-notch separation from the speculative-grade long-term corporate rating. "We base the downgrade on our view of continuing weak profitability that pressures the company's financial risk profile," said Standard & Poor's credit analyst Donald Marleau. The ratings on RONA reflect Standard & Poor's view of the intense competition in the Canadian home improvement market, which exacerbates economic cycles during periods of weak demand. S&P's rating also reflects the company's weakened profitability that contributes to credit measures that are consistent with a speculative-grade rating. A retailer and distributor of hardware, home improvement, and gardening products, RONA operates several banners, the most prominent of which include RONA, Reno-Depot, and Noble. The company operates a multi-format model that enables it to achieve close to 100% market coverage in Canada, and provides flexible platforms for changing competitive conditions. This strategy, however, constrains operating efficiencies and leads to lower margins than those of its single-format competitors. As such, S&P believes that RONA's extensive distribution network is an important factor supporting its operational strategy, as the company sells to more diffuse regions and market segments than its big-box competitors, Lowe's Cos. Inc. and Home Depot Inc. The stable outlook on RONA reflects S&P's expectation that a modest increase in home improvement spending combined with cost reductions should enable the company to reverse its earnings declines, potentially reducing leverage to below 3.5x as lease- adjusted debt declines slowly along with the company's shrinking footprint. S&P is assuming that the company's strategic repositioning and cost reductions contribute to a modest improvement in earnings in 2013, notwithstanding the risks inherent with resizing stores, refocusing other businesses, and making significant staff reductions. S&P could lower the rating if RONA's earnings continue to decline, which would be a further indicator of its weakened position in this highly competitive sector. S&P expects that such a scenario would be characterized by stagnant to declining revenue and same- store sales, adjusted EBITDA margins remaining below 5.5%, and leverage remaining persistently above 3.5x. The prospects for an upgrade are limited in the near term, considering the intensity of competition in the soft Canadian home improvement market, as well as RONA's shifting strategic priorities. That said, S&P could consider a higher rating if the company improved profitability in its core retail business, characterized by steady growth in same-store sales and adjusted EBITDA margins closer to the 8% it generated before 2011, while maintaining fully adjusted leverage at about 2.5x in this growth scenario. SCHOOL SPECIALTY: Has Approval to Pay Potential Lenders' Expenses ----------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that School Specialty Inc. received authorization from the bankruptcy court to pay expenses of the lender it selects to negotiate so-called exit financing. According to the report, the loan must cover cash requirements in implementing the plan, including repayment of the loan financing the Chapter 11 effort. The amount of expense reimbursement wasn't disclosed publicly. The bankruptcy court is in the process of deciding whether Bayside Financial LLC is entitled to $25 million as a so-called make-whole premium in compensation for early repayment of a $70 million secured loan. School Specialty has a so-called dual track reorganization plan that calls for selling the business at auction on May 8 or reorganizing while giving stock to lenders and unsecured creditors. A hearing for approval of material describing the plan is on the court's calendar for April 22. If the business is sold, proceeds will be distributed according to creditors' rankings. Otherwise, the plan calls for sharing ownership among lenders, note holders, and unsecured creditors. School Specialty's business would have been sold at auction on March 25 were it not for an ad hoc group of holders of the $157.5 million in 3.75% convertible subordinated notes who arranged replacement financing. 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. The petition estimated assets of $494.5 million and debt of $394.6 million. The Debtors are represented by lawyers at Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP. 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 ABL Lenders are represented by lawyers at Goldberg Kohn and Richards, Layton and Finger, P.A. The Ad Hoc DIP Lenders led by U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan LLP, and Duane Morris LLP. The lending consortium consists of some of the holders of School Specialty Inc.'s 3.75% Convertible Subordinated Notes Due 2026. The Official Committee of Unsecured Creditors appointed in the case is represented by lawyers at Brown Rudnick LLP and Venable LLP. Bayside is represented by Pepper Hamilton LLP and Akin Gump Strauss Hauer & Feld LLP. SCOOTER STORE: Files for Chapter 11 to Sell Assets -------------------------------------------------- Scooter Store Holdings Inc., and 71 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in Wilmington. The closely held company listed assets of less than $10 million and debt of more than $50 million. The Scooter Store on April 15 disclosed that it will move to transform its business model through the sale of substantially all of its assets under section 363 of the United States Bankruptcy Code. As part of these efforts, the Company commenced a voluntary chapter 11 case in the United States Bankruptcy Court for the District of Delaware. "The Company provides a necessary product and service that is valued by a growing sector of the world's population," said Martin Landon, the Company's Chief Executive Officer. "Unfortunately, historical overhangs coupled with an increasingly complex regulatory environment and mounting economic pressure in the healthcare sector have significantly impacted the company's ability to operate under its current model," said Mr. Landon. "The Company is using the chapter 11 vehicle to seek to create a new, financially healthy provider that operates in strict accordance with all legal, contractual and regulatory requirements," continued Mr. Landon, "which would help the company complete the business turnaround that we were brought in to do." The Scooter Store said that it is adjusting to new market conditions and strengthening its business model to maximize value, compliance, profitability and the quality of customer service. Under a new model, the Company would maintain its core product offering and strong customer base within a network of high value, local distribution center businesses. Post sale, the company anticipates that it will operate with a streamlined footprint and a new focus on working with healthcare professionals. The Company has received commitments for debtor in possession financing which is expected to provide sufficient working capital for the Company's operations and the 363 sale process. "The commitment for debtor in possession financing is a vote of confidence in our planned path forward by our lenders," said Lawrence Young, the Company's Chief Restructuring Officer. "As we navigate this process, the Company's distribution centers will remain open and serving existing customers according to regular posted business hours." The Company expects to continue operating with its current workforce level throughout the restructuring process. Toward that end, the Company has filed a variety of first day motions seeking approval to pay employee wages, and honor customer warranties and programs. The Company said that its suppliers should expect to be paid for goods and services delivered after the filing. The Company also intends to meet all contract, quality and supplier standards associated with existing payer agreements. The Company is seeking to retain Morgan, Lewis & Bockius LLP and Young Conway Stargatt & Taylor, LLP as restructuring counsel, the investment banking firm of Morgan Joseph TriArtisan to assist in the 363 sales process, and Lawrence Young of AlixPartners, LLP as Chief Restructuring Officer. About The Scooter Store The Scooter Store is a supplier of power mobility solutions, including power wheelchairs, scooters, lifts, ramps, and accessories. The Scooter Store's products and services provide today's seniors and disabled persons potential alternatives to living in nursing homes or other care facilities. Headquartered in New Braunfels, Texas, the Scooter Store has a nationwide network of distribution centers that service products owned or leased by the Company's customers. SH 130: Moody's Lowers Rating on Senior Bank Facility to 'B1' ------------------------------------------------------------- Moody's Investors Service concluded the review period for the ratings of the SH 130 Concession Company. The rating on the Senior Bank Facility, which has $686 million outstanding have been downgraded to B1 from Baa3. The Transportation Infrastructure Finance and Innovation Act (TIFIA) loan, which has $451 million outstanding to B1 from Ba1. The outlook on both ratings is negative. Ratings Rationale: While the road is still early in its traffic ramp-up phase after only six months of operation, traffic and revenues are coming in at around half the level projected in the original traffic and revenue study . Furthermore the financial close forecasts assumed a significant ramp-up profile continuing over the early years, so traffic will now need to grow aggressively over the next two years even to stay at a consistent percentage of the initial forecast. The company has shared its budget for 2013 but has not yet shared an updated projection model for the life of the debt. Based on Moody's own projections the company will use the liquidity facility to meet debt service in June 2013 and need to draw on committed contingent equity to meet the December 2013 debt service payment. The company should have enough remaining contingent equity to fund the June 2014 payment, but not enough to meet the December 2014 payment in full. There is therefore a material chance of a default before the end of 2014 should traffic fail to grow sufficiently and absent any remediation support on the part of the company. SH130 Concession Company LLC is a limited liability company owned by Cintra Tx 56, LLC (65% ownership) and Zachry Toll Road 56, LP (35% ownership) which has the concession granted by granted by the Texas Department of Transportation (TxDOT) for the southernmost sections of SH 130 which encompass 40 miles of a 90 mile bypass around the city of Austin, Tx. The road opened to traffic in October 2012, which was one month ahead of the start of operations per the facility agreement, but approximately four months behind the originally anticipated date. The road began charging tolls in November. The history of traffic and revenue is limited to that of the five months it has been in operation, from November 2012 to March 2013. The project financing was structured, from the beginning, to contemplate the use of a $35 million liquidity facility that was put in place in order to support debt service payments in the first 18 to 24 months of operations. The structure also includes a sponsor commitment for contingent equity in an amount of $30 million. Given the relatively modest delay in the start of operations and more due to the lower than anticipated revenue generation, a larger portion of the liquidity facility was used to augment operating cash flows for the debt service payment in December 2012. A debt service reserve fund is also part of the security package, but it is not required to be funded until 2016. The fact that the debt service reserve is not yet funded is a further weakness. Even if traffic and revenue grow sufficiently strongly to deliver 1.00x coverage from 2017 when TIFIA repayments start (taking total debt service to approximately $78m per annum), the absence of a cash reserve means the company will likely have no safety margin and be at elevated risk of default throughout the next few years. Moody's notes ongoing initiatives both by the company and TxDOT to stimulate usage of the road, and still awaits an updated long term financial plan from the company to allow it to meet debt service obligations through 2014 and 2015, together with the much higher obligations that kick in from 2017 onwards once repayment commences on the TIFIA loan. The negative outlook reflects Moody's view that traffic and revenue information that will point to a longer trend for the road will be gathered over the next 12 to 18 months. Moody's will continue to monitor monthly traffic and revenue activity and trends, as well as any updated projections that are generated, in order to continue to more readily asses the ability of the concession company to meet its financial and debt obligations. Absent extremely strong and sustained growth or other measures to support the project , further negative rating action is likely. The rating on the TIFIA loan was downgraded to be on parity with the senior bank loan, given the springing lien on the TIFIA facility, which will put it pari pasu with senior debt if there was a bankruptcy related event of the concessionaire. The principal methodology used in this rating was the Operational Toll Roads Industry Methodology published in December 2006. SINCLAIR BROADCAST: Closes Offering of $600 Million Senior Notes ---------------------------------------------------------------- Sinclair Broadcast Group, Inc.'s wholly-owned subsidiary, Sinclair Television Group, Inc., has closed its previously announced private offering of $600 million aggregate principal amount of senior unsecured notes due 2021. The Notes were priced at 100% of their par value and will bear interest at a rate of 5.375% per annum payable semi-annually on April 1 and October 1, commencing Oct. 1, 2013. STG intends to use the net proceeds from the offering to pay down outstanding indebtedness under STG's bank credit facility. Additional information can be obtained at http://is.gd/Cnhsbt About Sinclair Broadcast Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and most diversified television broadcasting companies, currently owns and operates, programs or provides sales services to 58 television stations in 35 markets. The Company's television group reaches roughly 22% of U.S. television households and includes FOX, ABC, CBS, NBC, MNT, and CW affiliates. The Company's balance sheet at Dec. 31, 2012, showed $2.72 billion in total assets, $2.82 billion in total liabilities and a $100.05 million total deficit. "Any insolvency or bankruptcy proceeding relating to Cunningham, one of our LMA partners, would cause a default and potential acceleration under the Bank Credit Agreement and could, potentially, result in Cunningham's rejection of our seven LMAs with Cunningham, which would negatively affect our financial condition and results of operations," the Company said in its annual report for the period ended Dec. 31, 2012. * * * As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on Hunt Valley, Md.- based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from 'B+'. The rating outlook is stable. "The 'BB-' rating on Sinclair reflects S&P's expectation that the company could keep its lease-adjusted debt to EBITDA below historical levels throughout the election cycle, absent a reversal of economic growth, meaningful debt-financed acquisitions, or significant shareholder-favoring measures," explained Standard & Poor's credit analyst Deborah Kinzer. In September 2010, Moody's raised its ratings for Sinclair Broadcast and subsidiary Sinclair Television Group, Inc., including the Corporate Family Rating and Probability-of-Default Rating, each to Ba3 from B1, and the ratings for individual debt instruments. Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed $250 million issuance of Senior Unsecured Notes due 2018 by STG. The Speculative Grade Liquidity Rating remains unchanged at SGL-2. The rating outlook is now stable. SMART ONLINE: Amends Annual Report for 2012 ------------------------------------------- Smart Online, Inc., has amended its annual report for the fiscal year ended Dec. 31, 2012, as originally filed with the Securities and Exchange Commission on April 1, 2013, solely to furnish Exhibit 101 -- Interactive Data File (XBRL Exhibit), which was updated from the original filing in order to make certain labels accurately reflect corresponding labels in the Related Official Filing in accordance with Rule 405 Regulation S-T. The Amendment does not update any other disclosure to reflect events occurring after the filing of the Original Filing. A copy of the Amended Form 10-K is available for free at: http://is.gd/vpLn72 About Smart Online Durham, North Carolina-based Smart Online, Inc., develops and markets a full range of mobile application software products and services that are delivered via a SaaS/PaaS model. The Company also provides Web site and mobile consulting services to not-for- profit organizations and businesses. The Company's balance sheet at Sept. 30, 2012, showed $1.9 million in total assets, $27.8 million in total liabilities, and a stockholders' deficit of $25.9 million. Cherry, Bekaert & Holland, L.L.P., in Raleigh, North Carolina, expressed substantial doubt about Smart Online's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31 2011. The independent auditors noted that the Company has suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2011. SMART ONLINE: Sells $315,000 Additional Convertible Note -------------------------------------------------------- Smart Online, Inc., sold an additional convertible secured subordinated note due Nov. 14, 2016, in the principal amount of $315,000, to a current noteholder upon substantially the same terms and conditions as the previously issued notes. The Company is obligated to pay interest on the New Note at an annualized rate of 8% payable in quarterly installments commencing July 2, 2013. The Company is not permitted to prepay the New Note without approval of the holders of at least a majority of the aggregate principal amount of the Notes then outstanding. The Company plans to use the proceeds to meet ongoing working capital and capital spending requirements. The sale of the New Note was made pursuant to an exemption from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. CFO Appointment The Board of Directors of the Company appointed Mr. Gleb Mikhailov, age 33, to serve as the Company's new Chief Financial Officer. For his service as Chief Financial Officer, Mr. Mikhailov will be paid $109,000 per year, in addition to a $10,000 signing bonus. Mr. Mikhailov will also be able to participate in the Company's 2004 Equity Compensation Plan. At the time of his appointment, Mr. Mikhailov received no equity compensation. From January 2013 to March 2013, Mr. Mikhailov served as the Manager of Financial Reporting and SEC Consulting in the SEC Solutions Group of Citrin Cooperman, LLP, an accounting firm providing business solutions and accounting services to middle market companies. From 2005 until 2012, Mr. Mikhailov was employed by EisnerAmper LLP, a full-service advisory and public accounting firm, in its Private Business Services Group and Audit and Assurance Group. He was a Manager at EisnerAmper LLP since 2010. Mr. Mikhailov holds a B.A. in Accounting from Rutgers, The State University of New Jersey and an M.B.A. from Rutgers Business School. Mr. Mikhailov holds a CPA license issued by the State of New Jersey. There are no transactions in which Mr. Mikhailov has an interest requiring disclosure under Item 404(a) of Regulation S-K. About Smart Online Durham, North Carolina-based Smart Online, Inc., develops and markets a full range of mobile application software products and services that are delivered via a SaaS/PaaS model. The Company also provides Web site and mobile consulting services to not-for- profit organizations and businesses. The Company's balance sheet at Sept. 30, 2012, showed $1.9 million in total assets, $27.8 million in total liabilities, and a stockholders' deficit of $25.9 million. Cherry, Bekaert & Holland, L.L.P., in Raleigh, North Carolina, expressed substantial doubt about Smart Online's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31 2011. The independent auditors noted that the Company has suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2011. SOLAR POWER: Incurs $15.2 Million Net Loss in Fourth Quarter ------------------------------------------------------------ SPI Solar reported a net loss of $15.20 million on $13 million of total net sales for the three months ended Dec. 31, 2012, as compared with net income of $3.78 million on $61.31 million of total net sales for the same period a year ago. For the year ended Dec. 31, 2012, the Company incurred a net loss of $25.62 million on $99.95 million of total net sales, as compared with net income of $1.17 million on $139.76 million of total net sales for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $175.35 million in total assets, $151.97 million in total liabilities and $23.37 million in total stockholders' equity. SPI Solar announced the delay in the filing of the Company's annual report on Form 10-K with the Securities and Exchange Commission for the year ended Dec. 31, 2012, due to accounting issues related to its Italian operations and subsequent delays in completing the required consolidation under U.S. GAAP. The Company intends to file its Form 10-K for the period as soon as practicable. A copy of the press release is available for free at: http://is.gd/MgOTjO About Solar Power Roseville, Calif.-based Solar Power, Inc., is a global solar energy facility ("SEF") developer offering its own brand of high- quality, low-cost distributed generation and utility-scale SEF development services. Primarily, the Company works directly with and for developers around the world who hold large portfolios of SEF projects for whom it serves as an engineering, procurement and construction contractor. The Company also performs as an independent, turnkey SEF developer for one-off distributed generation and utility-scale SEFs. "Our parent company, LDK Solar Co., Ltd., who owns 70% of the Company's outstanding Common Stock, has disclosed publicly that it had a net loss and negative cash flows from operations for the year ended Dec. 31, 2011, and has a working capital deficit and was not in compliance with certain financial covenants on its indebtedness at Dec. 31, 2011. These factors raise substantial doubt as to LDK's ability to continue as a going concern. While management of LDK believes that it has a plan to satisfy LDK's liquidity requirements for a reasonable period of time, there is no assurance that its plan will be successfully implemented," the Company said in its quarterly report for the period ended Sept. 30, 2012. SOURCEHOV LLC: Moody's Gives B2 CFR & Rates New Term Loan 'Caa1' ---------------------------------------------------------------- Moody's Investor Service assigned a B2 Corporate Family Rating to SourceHOV LLC, a B1 rating to a proposed first lien credit facility and a Caa1 rating to a proposed second lien term loan. Proceeds from $510 million in term loans, plus equity, will be used to finance the acquisition of SourceHOV by Citi Venture Capital International. The ratings outlook is stable. Ratings (and Loss Given Default Assessments) assigned to SourceHOV LLC (New): Corporate Family Rating, B2 Probability of Default Rating, B2-PD Proposed $60 million first lien revolver due 2018, B1 (LGD3, 37%) Proposed $400 million first lien term loan due 2018, B1 (LGD3, 37%) Proposed $110 million second lien term loan due 2019, Caa1 (LGD5, 88%) The existing ratings on SourceHOV LLC (Old) will be withdrawn upon completion of the acquisition and repayment of outstanding debt. The new ratings are contingent upon closing of the proposed transaction and Moody's review of final documentation. Ratings Rationale: The B2 CFR reflects total debt / EBITDA of 4.9x (excluding preferred stock) at December 31, 2012 pro forma for $43 million in debt reduction associated with the proposed transaction. Moody's expects financial leverage to fall below 4.5 times over the next 12-18 months from steady revenue and profitability growth. Including Moody's hybrid adjustment for preferred stock, pro forma leverage is approximately 6.1x. Although SourceHOV has operations in several international locations, its revenue size is relatively small with some customer concentration. However, the integration of services into customer operations creates switching costs and partly mitigates concentration risk. Long-term contracts and ongoing projects provide fairly high visibility into near-term revenues and liquidity is expected to be good over the next four quarters, supported by at least $40 million of free cash flow and an undrawn revolver. The stable outlook reflects Moody's expectation that SourceHOV's revenue will grow in the low-to-mid single digit range annually over the next 12-18 months. The ratings could be upgraded if debt reduction or a track record of profitability growth results in debt / EBITDA (before preferred stock) sustained below 4x and free cash flow to debt approaching 8%. The ratings could be downgraded if liquidity weakens, debt / EBITDA (before preferred stock) rises above 5x or free cash to debt is sustained at less than 3%. The principal methodology used in this rating was Global Business and Consumer Service Industry published in October 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. Dallas-based SourceHOV is a provider of business process outsourcing solutions to document and information intensive industries including healthcare, financial services, legal, government and other sectors. Annual revenues exceed $500 million. Post transaction, SourceHOV's sponsors will be CVCI Private Equity and HandsOn3, LLC. STANFORD GROUP: Receiver to Make $55MM Interim Distribution ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. receiver for the R. Allen Stanford Ponzi scheme told the federal district judge at a hearing April 11 that he will seek authority to make an interim distribution of $55 million to investors who lost $5.1 billion. At Thursday's hearing, the district judge approved an agreement announced last month with the receiver's counterparts in London and on the island of Antigua to enable distribution of 90% of about $300 million in stolen property tied up in lawsuits pending in several countries. About Stanford Group The Stanford Financial Group was a privately held international group of financial services companies controlled by Allen Stanford, until it was seized by United States (U.S.) authorities in early 2009. Domiciled in Antigua, Stanford International Bank Limited -- http://www.stanfordinternationalbank.com/-- is a member of Stanford Private Wealth Management, a global financial services network with US$51 billion in deposits and assets under management or advisement. Stanford Private Wealth Management served more than 70,000 clients in 140 countries. On Feb. 16, 2009, the United States District Court for the Northern District of Texas, Dallas Division, signed an order appointing Ralph Janvey as receiver for all the assets and records of Stanford International Bank, Ltd., Stanford Group Company, Stanford Capital Management, LLC, Robert Allen Stanford, James M. Davis and Laura Pendergest-Holt and of all entities they own or control. The February 16 order, as amended March 12, 2009, directs the Receiver to, among other things, take control and possession of and to operate the Receivership Estate, and to perform all acts necessary to conserve, hold, manage and preserve the value of the Receivership Estate. The U.S. Securities and Exchange Commission, on Feb. 17, 2009, charged before the U.S. District Court in Dallas, Texas, Mr. Stanford and three of his companies for orchestrating a fraudulent, multi-billion dollar investment scheme centering on an US$8 billion Certificate of Deposit program. A criminal case was pursued against Mr. Stanford in June before the U.S. District Court in Houston, Texas. Mr. Stanford pleaded not guilty to 21 charges of multi-billion dollar fraud, money- laundering and obstruction of justice. Assistant Attorney General Lanny Breuer, as cited by Agence France-Presse News, said in a 57-page indictment that Mr. Stanford could face up to 250 years in prison if convicted on all charges. Mr. Stanford surrendered to U.S. authorities after a warrant was issued for his arrest on the criminal charges. THERMOENERGY CORP: Cancels Voting Pact with Series B Investors -------------------------------------------------------------- Effective April 5, 2013, the Voting Agreement dated as of Nov. 19, 2009, among ThermoEnergy Corporation and certain holders of shares of its Series B Convertible Preferred Stock (namely, The Quercus Trust; Focus Fund L.P.; Empire Capital Partners, LP; Empire Capital Partners, Ltd; Empire Capital Partners Enhanced Master Fund, Ltd; Scott A. Fine and Peter J. Richards (both of whom are affiliates of Empire Capital Partners); and Robert S. Trump) was terminated. Pursuant to the Voting Agreement, the Series B Investors had been obligated to vote all of their shares of the Company's Series B Convertible Preferred Stock for the election to the Company's Board of Directors of three persons designated by The Quercus Trust and one person designated by Robert S. Trump. Issuance of Series C Convertible Preferred Stock On April 5, 2013, following filing of the Certificate of Amendment, the Company issued and sold to the Investors in satisfaction of its obligation to repay an aggregate of $4,950,000 principal amount of, and an aggregate of $314,177 of accrued interest on, bridge loans from such Investors, an aggregate of 6,926,553 shares of the Company's Series C Convertible Preferred Stock and Warrants for the purchase of the an aggregate of 69,265,530 shares of the Company's Common Stock. The effective issuance price of the Shares was $0.76 per share (or $0.076 per Common Share-equivalent), a premium of $0.0356 or 88.12% over the closing price for the Company's Common Stock in the over-the-counter market on April 4, 2013. The Warrants entitle the holders thereof to purchase, at any time on or before April 5, 2018, shares of the Company's common stock at a purchase price of $0.114 per share. The Exercise Price represents a premium of $0.0736 or 182.18% over the closing price for the Company's Common Stock in the over-the-counter market on April 4, 2013. Exchange of Series B Shares for Series C Shares As additional consideration to the Investors for their participation in the bridge loans and their acceptance of the Shares and Warrants in satisfaction of the Company's repayment obligations thereunder, on April 5, 2013, for each $100 of principal and interest converted into Shares and Warrants, each Investor exchanged 41.67 shares of the Company's Series B Convertible Preferred Stock held by him or it for 131.58 additional shares of Series C Convertible Preferred Stock. Accordingly, on April 5, 2013, the Company issued to the Investors an aggregate of 6,926,553 additional shares of Series C Convertible Preferred Stock in exchange for an aggregate of 2,193,414 previously-outstanding shares of Series B Convertible Preferred Stock. Anti-Dilutive Issuance to PIPE Investors Because the effective issuance price of the Shares was less than $0.10 per Common Share-equivalent, the Company was obligated pursuant to the several Securities Purchase Agreements with the individuals and entities who purchased shares of its Common Stock and Common Stock Purchase Warrants at closings on July 11, 2012, Aug. 9, 2012, and Oct. 9, 2012, to issue to the PIPE Investors, for no additional consideration, a sufficient number of additional shares of the Company's Common Stock so that the effective price per share of Common Stock paid by the PIPE Investors equals the effective issuance price of the Shares ($0.076). Accordingly, on April 5, 2013, the Company issued to the PIPE Investors, as additional consideration for the purchase price paid by the PIPE Investors in the PIPE, an aggregate of 9,274,364 shares of our Common Stock. Exchange of Series B Shares for Series B-1 Shares In 2011, as an inducement to holders of Common Stock Purchase Warrants to exercise those warrants or to surrender those warrants in exchange for shares of the Company's Common Stock, the Company agreed with those holders, subject to shareholder approval of an amendment to its Certificate of Incorporation, to allow those holders to exchange their shares of Series B Convertible Preferred Stock for an equal number of shares of Series B-1 Convertible Preferred Stock and thereby to obtain priority in liquidation over the holders of Series B Convertible Preferred Stock who elected not to exercise or surrender their warrants. All of the warrant holders to whom the Company extended this offer are accredited investors who had acquired their warrants in private placements in connection with their purchase of shares of Series B Convertible Preferred Stock and through their exercise and surrender of warrants the Company raised an aggregate of $7,676,900 in cash to fund operations. On April 5, 2013, the Company issued an aggregate of 6,031,577 shares of its common stock as consideration for the surrender of warrants for the purchase of an aggregate of 39,205,234 shares. Amendments to Bylaws On April 5, 2013, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation. The Certificate of Amendment, which was approved by the Company's shareholders at the Special Meeting in lieu of the 2012 Annual Meeting on March 20, 2013, effects three changes to its Certificate of Incorporation: (1) The amendment increases the number of authorized shares of Common Stock to 800,000,000 and increases the number of authorized shares of Preferred Stock to 50,000,000. (2) The amendment reduces the number of shares designated as "Series B Convertible Preferred Stock" from 12,000,000 to 1,000,000 and re-designates the remaining 11,000,000 shares heretofore designated as "Series B Convertible Preferred Stock" as "Series B-1 Convertible Preferred Stock", with the shares in each sub-series having identical voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations and restrictions except that the shares of Series B-1 Convertible Preferred Stock shall have priority in liquidation. (3) The amendment designates 15,000,000 shares of the previously authorized but undesignated shares of Preferred Stock as "Series C Convertible Preferred Stock", with the voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations and restrictions set forth in the Description of the Series C Convertible Preferred Stock. Bifurcation of Series B Convertible Preferred Stock The amendment to the Company's Certificate of Incorporation splits the previously-authorized Series B Convertible Preferred Stock into two sub-series, designated "Series B Convertible Preferred Stock" and "Series B-1 Convertible Preferred Stock" respectively. Of the 12,000,000 authorized shares of Series B Convertible Preferred Stock, 11,000,000 shares have been re-designated as "Series B-1 Convertible Preferred Stock" and the balance of 1,000,000 shares will remain as Series B Convertible Preferred Stock. Series C Convertible Preferred Stock The amendment also establishes a new series of Preferred Stock designated as "Series C Convertible Preferred Stock". In liquidation, the Series C Convertible Preferred Stock will rank junior to the Series A Convertible Preferred Stock and senior to all other classes and series of capital stock, including the Series B Convertible Preferred Stock, the Series B-1 Convertible Preferred Stock and the Common Stock. The holders of Series C Convertible Preferred Stock will be entitled to a liquidation preference of $1.52 per share, plus all accrued and unpaid dividends thereon. A copy complete of the Form 8-K is available for free at: http://is.gd/BzxpTC 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. The Company incurred a net loss of $7.38 million for the year ended Dec. 31, 2012, as compared with a net loss of $17.38 million on $5.58 million of revenue in 2011. 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. Grant Thornton LLP, in Westborough, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company incurred a net loss of $7,382,000 during the year ended Dec. 31, 2012, and, as of that date, the Company's current liabilities exceeded its current assets by $7,094,000 and its total liabilities exceeded its total assets by $10,611,000. These conditions, among other factors, raise substantial doubt about the Company's ability to continue as a going concern. TITAN ENERGY: Incurs $1.4 Million Net Loss in 2012 -------------------------------------------------- Titan Energy Worldwide, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.43 million on $19.15 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $3.43 million on $14.06 million of net sales for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $6.33 million in total assets, $9.92 million in total liabilities and a $3.59 million total stockholders' deficit. Going Concern "The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company incurred a net loss for the year ended December 31, 2012 of $1,430,961. At December 31, 2012, the Company had an accumulated deficit of $34,795,695. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern." The Company's Consolidated Financial Statements have not been audited as of Dec. 31, 2012, or for the years ended Dec. 31, 2012 and 2011. The audit has not been performed due to the cost and availability of cash required to pay past due fees owed to the Company's independent accountant firm. A copy of the Form 10-K is available for free at: http://is.gd/XDX8Fe About Titan Energy New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a provider of onsite power generation, energy management and energy efficiency products and services. TN-K ENERGY: Delays Form 10-K for 2012 -------------------------------------- TN-K Energy Group informed the U.S. Securities and Exchange Commission that it needs additional time to complete the financial statements to be included in the Form 10-K for the perid ended Dec. 31, 2012. About TN-K Energy Crossville, Tenn.-based TN-K Energy Group, Inc., an independent oil exploration and production company, engaged in acquiring oil leases and exploring and developing crude oil reserves and production in the Appalachian basin. After auditing the 2011 results, Sherb & Co., LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going. The independent auditors noted that the Company has incurred recurring operating losses and will have to obtain additional financing to sustain operations. The Company's balance sheet at Sept. 30, 2012, showed $2.70 million in total assets, $4.03 million in total liabilities and a $1.32 million total stockholders' deficit. SOUTHERN AIR: Completes Financial Restructuring; Exits Chapter 11 ----------------------------------------------------------------- Southern Air Holdings, Inc. on April 15 disclosed that it has emerged from Chapter 11, having completed its financial restructuring. Daniel J. McHugh, Southern Air CEO, said, "We have emerged from this restructuring process with substantially less debt, significantly improved operations and resources, and financial flexibility as a well-capitalized global air cargo carrier. Today, we are well-positioned both financially and operationally to continue to build Southern Air for the long-term benefit of our customers, suppliers, business partners, crewmembers and employees. From our new headquarters at the Cincinnati/Northern Kentucky International Airport, our largest air operating hub, we are even better able to grow profitably, delivering the highest quality services to our customers and meeting and exceeding their air cargo needs." Southern Air entered Chapter 11 on September 28, 2012, and emerged from the process on April 15, 2013, after meeting all closing conditions to the Company's Plan of Reorganization. The Plan was confirmed by the U.S. Bankruptcy Court in Wilmington, Delaware on March 14, 2013. About Southern Air Based in Norwalk, Connecticut, military cargo airline Southern Air Inc. -- http://www.southernair.com/-- its parent Southern Air Holdings Inc. and their affiliated entities filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to 12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in business from the U.S. Department of Defense, which reduced its troop count in Afghanistan and hired Southern Air less frequently. Bankruptcy Judge Christopher S. Sontchi presides over the case. Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan, Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq., and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtor's counsel. Zolfo Cooper LLC serves as the Debtors' bankruptcy consultant and special financial advisor. Kurtzman Carson Consultants, LLC, serves as claims and notice agent. CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets and $288,000,000 in liabilities as of the Chapter 11 filing. The petition was signed by Jon E. Olin, senior vice president. Canadian Imperial Bank of Commerce, New York Agency, the DIP agent and prepetition agent, is represented by Matthew S. Barr, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards Layton & Finger PA. Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC. The Debtors' Plan provides that lenders agreed to accept ownership of the company as payment for their $288 million loan. On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3, appointed the statutory committee of unsecured creditors. Lowenstein Sandler PC and Pachulski, Stang, Ziehl & Jones LLP serves as its co-counsels, and Mesirow Financial Consulting LLC serves as its financial advisor. STEREOTAXIS INC: Sophrosyne Ceases to be Shareholder at April 5 --------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Sophrosyne Capital, LLC, disclosed that, as of April 5, 2013, it does not beneficially own shares of common stock of Stereotaxis, Inc. Sophrosyne Capital previously reported beneficial ownership of 401,047 common shares or a 5.1% equity stake as of Jan. 11, 2013. A copy of the amended filing is available for free at http://is.gd/GtPybY About Stereotaxis Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures and markets the Epoch Solution, which is an advanced remote robotic navigation system for use in a hospital's interventional surgical suite, or "interventional lab", that the Company believes revolutionizes the treatment of arrhythmias and coronary artery disease by enabling enhanced safety, efficiency and efficacy for catheter-based, or interventional, procedures. For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis, Missouri, expressed substantial doubt about Stereotaxis' ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. The Company incurred a net loss of $9.23 million in 2012, as compared with a net loss of $32.03 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $32.16 million in total assets, $50.95 million in total liabilities and a $18.79 million total stockholders' deficit. SUPERCOM LTD: Annual General Meeting Set on May 9 ------------------------------------------------- Supercom Ltd. will hold its 2013 annual general meeting of shareholders on May 9, 2013, at 4:00 p.m. (Israel time), at the offices of the Company at 14, Arie Shenkar Street, 3th Floor, Hertzliya Pituach, Israel. In connection with this meeting, on or about April 2, 2012, the Company will mail to shareholders a Notice of the Annual General Meeting of Shareholders and Proxy Statement and Proxy Card. About SuperCom Herzliya, Israel-based SuperCom Ltd., formerly Vuance Ltd. (Vuance) is a radio frequency identification (RFID) management solution provider. SuperCom's PureRFid Suite contains an active tag with a microchip equipped transmitter and identifies, locate, track, monitor, count and protect people and objects, including inventory and vehicles. In the auditors report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, Fahn Kanne & Co. Grant Thornton Israel expressed substantial doubt about Vuance Ltd's ability to continue as a going concern. The independent auditors noted that the Company has incurred substantial recurring losses and negative cash flows from operations and, as of Dec. 31, 2011, the Company had a working capital deficit and total shareholders' deficit. SuperCom's balance sheet at Dec. 31, 2012, showed $3.74 million in total assets, $3.03 million in total liabilities and $711,000 in total shareholders' equity. SUPERMEDIA INC: Board Approves 2013 Cash LTIP Award Agreements -------------------------------------------------------------- The Compensation Committee of the Board of Directors of SuperMedia Inc., on Jan. 25, 2013, established the performance objectives and other terms for the 2013 performance measurement period under the 2013-2014 Cash Long Term Incentive Plan, established pursuant to the Company's 2009 Long-term Incentive Plan. The 2013 Cash LTI Plan provides for a payment of incentive compensation to each of the Company's executive officers and to other eligible employees. Awards made pursuant to the 2013 Cash LTI Plan will be evidenced by, and subject to the terms and provisions of, award agreements, a form of which was approved by the Committee on April 1, 2013. The description of the form of 2013 Cash LTI Plan award agreement is available for free at http://is.gd/4ta3wz About SuperMedia Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly known as Idearc, Inc., is a yellow pages directory publisher in the United States. Its portfolio includes the Superpages directories, Superpages.com, digital local search resource on both desktop and mobile devices, the Superpages.com network, which is a digital syndication network, and its Superpages direct mailers. SuperMedia is the official publisher of Verizon, FairPoint and Frontier print directories in the markets in which these companies are the incumbent local telephone exchange carriers. Idearc was spun off from Verizon Communications, Inc., in 2006. At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of which approximately 950 or 30% were represented by unions. SuperMedia and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to effectuate a merger of equals with Dex One Corp. SuperMedia disclosed total assets of $1.4 billion and total debt of $1.9 billion. Morgan Stanley & Co. LLC is acting as financial advisors to SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young Conaway Stargatt & Taylor, LLP are acting as its legal counsel. Fulbright & Jaworski L.L.P is special counsel. Chilmark Partners Is acting as financial advisor to SuperMedia's board of directors. Epiq Systems serves as claims agent. This is also SuperMedia's second stint in Chapter 11. Idearc and its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy in December 2009, reducing debt from more than $9 billion to $2.75 billion. TRINITY COAL: Sec. 341 Creditors' Meeting Set for April 18 ---------------------------------------------------------- The U.S. Trustee will convene a meeting of creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Trinity Coal Corp. on April 18, 2013, at 1:30 p.m. The meeting will be held Salon B at the Hilton Lexington Downtown Hotel, 369 West Vine Street, Lexington, Kentucky. Trinity Coal Corp. is a coal mining company that owns coal deposits located in the Appalachian region of the eastern United States, specifically, in Breathitt, Floyd, Knott Magoffin, and Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo, McDowell and Wyoming Counties in West Virginia. Trinity's coal mining operations are organized into six distinct coal mining complexes. Three complexes are located in Kentucky and are referred to as Prater Branch Resources, Little Elk Mining and Levisa Fork. The Kentucky Operations produced compliance and low sulfur steam coal. Three complexes are located in West Virginia and are referred to as Deep Water Resources, North Springs Resources and Falcon Resources. Trinity is a wholly owned subsidiary of privately held multinational conglomerate Essar Global Limited. Credit Agricole Corporate & Investment Bank, ING Capital LLC and Natixis, New York Branch filed an involuntary petition for relief under Chapter 11 against Trinity Coal Corporation and 15 affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The three entities say they are owed a total of $104 million on account loans provided to Trinity. On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and Cecil I. Walker Machinery Co. filed an involuntary petition for relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335) against Frasure Creek Mining, LLC. On Feb. 19, 2013, Credit Agricole, ING Capital and Natixis joined as petitioning creditors. On March 4, 2013, the Debtors filed their consolidated answer to involuntary petitions and consent to an order for relief and reservation of rights, thereby consenting to the entry of an order for relief in each of their respective Chapter 11 cases. An order for relief in each of the Debtors was entered by the Court on March 4, 2013, which converted these involuntary cases to voluntary Chapter 11 cases. TRANSGENOMIC INC: Kopp Investment Owns 14.6% Stake at March 28 -------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Kopp Investment Advisors, LLC, disclosed that, as of March 28, 2013, it beneficially owns 12,841,649 shares of common stock of Transgenomic, Inc., representing 14.6% of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/EeuNP0 About Transgenomic Transgenomic, Inc. (www.transgenomic.com) is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. Transgenomic incurred a net loss of $8.32 million in 2012, a net loss of $9.78 million in 2011 and a net loss of $3.13 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed $38.79 million in total assets, $18.51 million in total liabilities and $20.27 million in total stockholders' equity. Forbearance Agreement On Feb. 7, 2013, the Company entered into a Forbearance Agreement with Dogwood Pharmaceuticals, Inc., a wholly owned subsidiary of Forest Laboratories, Inc., and successor-in-interest to PGxHealth, LLC, with an effective date of Dec. 31, 2012. In December 2012, the Company commenced discussions with the Lender to defer the payment due on Dec. 31, 2012, until March 31, 2013. As of Dec. 31, 2012, an aggregate of $1.4 million was due and payable under the Note by Transgenomic, and non-payment would constitute an event of default under the Note and that certain Security Agreement, dated as of Dec. 29, 2010, entered into between Transgenomic and PGX. Pursuant to the Forbearance Agreement, the Lender agreed, among other things, to forbear from exercising its rights and remedies under the Note and the Security Agreement as a result of the Event of Default. TRIUS THERAPEUTICS: Appoints Seth Fischer to Board of Directors --------------------------------------------------------------- Trius Therapeutics, Inc., has appointed Seth H. Z. Fischer to its Board of Directors. Mr. Fischer was the former Company Group Chairman Johnson & Johnson, Worldwide Franchise Chairman Cordis Corporation responsible for the Cardiovascular Device Business until his retirement in 2012. The Company also announced the departure of Risa Stack, Ph.D., General Manager with GE Healthymagination, from its Board, which will be effective as of May 22, 2013, following the Company's 2013 Annual Meeting of Stockholders. Dr. Stack is stepping down to focus her efforts on her role at GE. "We are very pleased to welcome Seth Fischer to our Board of Directors, and believe his deep commercial experience and industry knowledge will strengthen the capabilities of our Board to advise on the planned commercialization of tedizolid, pending regulatory approval," stated David S. Kabakoff, Ph.D., Chairman of the Board of Trius. "We would also like to thank Risa Stack for her outstanding service to Trius and we wish her continued success at GE." Seth H. Z. Fischer has three decades of healthcare experience in the pharmaceutical and medical device industry. Mr. Fischer previously served as Company Group Chairman North America Pharmaceuticals from 2004 to 2007. In this position he had responsibilities for Ortho-McNeil Pharmaceuticals, Janssen and Scios. Prior to this position, Mr. Fischer served as President of Ortho-McNeil Pharmaceuticals from 2000 to 2004. His operating responsibilities encompassed the commercialization of products in multiple therapeutic categories including the oral and IV anti- infectives Levaquin(R) and Floxin(R), cardiovasculars, CNS, analgesics and women's health. Mr. Fischer will receive compensation for his service as a director in accordance with the Company's compensation policies for non-employee directors which were recently amended by the Company's Board in March 2013 to: (i) increase the annual cash compensation paid to non-employee directors from $30,000 per year to $40,000 per year; (ii) increase the number of shares of the automatic initial stock option grant made to non-employee directors from 24,000 shares to 30,000 shares; and (iii) increase the number of shares of the automatic annual stock option grant made to non-employee directors from 12,000 shares to 15,000 shares. At the time of his election to the Board, Mr. Fischer received a stock option to purchase 30,000 shares of the Company's common stock under the Trius Therapeutics, Inc. Amended and Restated 2010 Non-Employee Directors' Stock Option Plan, as amended. About Trius Therapeutics San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) -- http://www.triusrx.com/-- is a biopharmaceutical company focused on the discovery, development and commercialization of innovative antibiotics for serious, life-threatening infections. The Company's first product candidate, torezolid phosphate, is an IV and orally administered second generation oxazolidinone being developed for the treatment of serious gram-positive infections, including those caused by MRSA. In addition to the company's torezolid phosphate clinical program, it is currently conducting two preclinical programs using its proprietary discovery platform to develop antibiotics to treat infections caused by gram-negative bacteria. Trius Therapeutics incurred a net loss of $53.92 million in 2012, a net loss of $18.25 million in 2011 and a $23.86 million net loss in 2010. The Company's balance sheet at Dec. 31, 2012, showed $75.27 million in total assets, $18.48 million in total liabilities and $56.78 million in total stockholders' equity. UNIGENE LABORATORIES: Cuts Workforce by 40% to Conserve Capital --------------------------------------------------------------- In an effort to conserve capital and further extend its cash runway, Unigene Laboratories, Inc., implemented a strategic reorganization and downsizing which involved a reduction of approximately 40% of the Company's workforce, with the majority of affected employees having supported Unigene's Fortical(R) manufacturing and recombinant calcitonin production operations. In recent months, Fortical manufacturing and royalty revenues have been negatively impacted by regulatory recommendations pertaining to the use of calcitonin salmon in Europe and by an advisory committee to the Food and Drug Administration (FDA) in the U.S. The Company estimates that it will incur approximately $250,000 in charges related to the reduction in force, all of which would result in cash expenditures for one-time employee termination benefits and associated costs. The Company expects to record the charges and make the related payments by the end of the second quarter of 2013. About Unigene Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/ -- is a biopharmaceutical company focusing on the oral and nasal delivery of large-market peptide drugs. Unigene incurred a net loss of $34.28 million in 2012, a net loss of $7.09 million in 2011, and a net loss of $32.53 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed $11.31 million in total assets, $110.05 million in total liabilities and a $98.73 million total stockholders' deficit. Grant Thornton LLP, in 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 a net loss of $34,286,000 during the year ended Dec. 31, 2012, and, as of that date, has an accumulated deficit of approximately $216,627,000 and the Company's total liabilities exceeded total assets by $98,740,000. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "We had cash flow deficits from operations of $3,177,000 for the year ended December 31, 2012, $6,766,000 for the year ended December 31, 2011 and $1,669,000 for the year ended December 31, 2010. Our cash and cash equivalents totaled approximately $3,813,000 on December 31, 2012. Based upon management's projections, we believe our current cash will only be sufficient to support our current operations through approximately March 31, 2013. Therefore, we need additional sources of cash in order to maintain all or a portion of our operations. We may be unable to raise, on acceptable terms, if at all, the substantial capital resources necessary to conduct our operations. If we are unable to raise the required capital, we may be forced to close our facilities and cease our operations. If we are unable to resolve outstanding creditor claims, we may have no other alternative than to seek protection under available bankruptcy laws. Even if we are able to raise additional capital, we will likely be required to limit some or all of our research and development programs and related operations, curtail development of our product candidates and our corporate function responsible for reviewing license opportunities for our technologies." UNITED WESTERN: Files Plan to Fend Off Conversion ------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that with United Western Bancorp Inc. facing multiple requests for conversion of the bankruptcy reorganization to liquidation in Chapter 7 where a trustee would be appointed, the holding company for a failed bank filed a revised Chapter 11 plan. According to the report, U.S. Trustee, JPMorgan Chase Bank NA, and the Federal Deposit Insurance Corp. are all urging the bankruptcy judge Denver to convert the case to liquidation. The push for conversion followed United Western's loss in a lawsuit that was the largest asset for the holding company whose bank was taken over by regulators in January 2011. A federal district judge in Washington ruled in March that the bank takeover was not "arbitrary and capricious." According to the report, there will be a May 2 hearing for approval of disclosure materials explaining the revised plan. It says that creditors' recoveries will depend "in large amount" on success in overturning last month's ruling. There hasn't been a decision made as yet whether to appeal, according to the disclosure statement. The disclosure statement includes hypotheticals explaining how distributions would differ depending on the outcome of various litigated disputes. United Western's other main asset is a tax refund of $4.85 million which the FDIC claims as receiver for the failed bank subsidiary. About United Western United Western Bancorp, Inc., along with two affiliates, filed for Chapter 11 protection (Bankr. D. Colo. Case No. 12-13815) on March 2, 2012. Harvey Sender, Esq., at Sender & Wasserman, P.C., represents the Debtor. Judge A. Bruce Campbell presides over the case. United Western listed the value of the assets as "unknown" while showing $53.3 million in debt, including a $12.3 million secured claim owing to JPMorgan Chase Bank NA. The holding company listed assets of $2.221 billion and liabilities of $2.104 billion on the June 30, 2010, balance sheet, the last financial statement filed before the bank was taken over. United Western's deposits and branches were transferred by the Federal Deposit Insurance Corp. to First-Citizens Bank & Trust Co. of Raleigh, North Carolina. When the bank was taken over, it had $1.65 billion in deposits, the FDIC said. The cost of the takeover to the FDIC was $313 million, the FDIC said in a statement at the time. UNIVERSITY GENERAL: Acquires Physical Therapy Center Near Dallas ---------------------------------------------------------------- University General Health System, Inc., has acquired a physical therapy center in Ennis, Texas, a suburb of Dallas, for an undisclosed amount of cash. Ennis Healthcare Systems, Inc., provides physical therapy, rehabilitation and pain management care and is expected to serve as a referral source for more complex orthopedic, spine and pain- related medical procedures available within the University General Hospital system in the greater Dallas metroplex. The center will be operated as a hospital outpatient department ("HOPD") of University General Hospital - Dallas and will be rebranded to reflect the Company's expanding presence in North Texas. "This purchase of the physical therapy center represents our ongoing expansion of the regional network strategy implemented initially in the Houston metropolitan area," noted Hassan Chahadeh, M.D., chairman and chief executive officer of University General Health System, Inc. "This is our first North Texas regional ancillary care expansion since the December 2012 acquisition of our flagship hospital in the Dallas market, and we are pleased with the response from the local medical community. We expect an incremental net patient revenue contribution in excess of $2 million annually and an EBITDA contribution of more than $700,000 from the center." About University General University General Health System, Inc., located in Houston, Texas, is a diversified, integrated multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS currently operates one hospital and two ambulatory surgical centers in the Houston area. It also owns a revenue management company, a hospitality service provider and facility management company, three senior living facilities and manages six senior living facilities. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, Moss, Krusick & Associates, LLC, in Winter Park, Florida, expressed substantial doubt about University General's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and negative operating cash flows, and has negative working capital. University General reported a net loss of $2.38 million in 2011, following a net loss of $1.71 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $140.67 million in total assets, $128.38 million in total liabilities and $3.79 million in series C, convertible redeemable preferred stock, and $8.49 million in total equity. UNIVERSITY GENERAL: Errors Found on Financial Statements -------------------------------------------------------- University General Health System Inc. filed with the Securities and Exchange Commission an amendment to its current report on Form 8-K originally filed with the SEC on Nov. 9, 2012, and then amended on Nov. 14, 2012. The Company, based on the recommendation of management, concluded on April 1, 2013, that the previously issued consolidated financial statements of the Company for the quarters ended June 30, 2012, and Sept. 30, 2012, should not be relied upon because of errors in accounting for Series C Variable Rate Convertible Preferred Stock and the related common stock warrants. The Company anticipates that, at a minimum, it will: (i) Restate the accounting of the May 2, 2011, Series C Variable Rate Convertible Preferred Stock and the related common stock warrants; management has identified embedded derivatives within the provisions of the instruments and will record those derivatives at fair market value. The warrants and conversion features related to preferred stock do not have readily determinable fair values and therefore require significant management judgment and estimation. (ii) The Company issued preferred stock and a common stock warrant, which are classified in temporary equity on the Consolidated Balance Sheets. The preferred stock had similar characteristics of an "Increasing Rate Security" as described by Securities and Exchange Commission Staff Accounting Bulletin Topic 5Q, Increasing Rate Preferred Stock. (iii) Restate the Company's earnings per share disclosures and calculations to accurately reflect the impact of the Series C Variable Rate Convertible Preferred Stock and Warrant issuance. A copy of the Form 8-K is available for free at: http://is.gd/J2OylG About University General University General Health System, Inc., located in Houston, Texas, is a diversified, integrated multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS currently operates one hospital and two ambulatory surgical centers in the Houston area. It also owns a revenue management company, a hospitality service provider and facility management company, three senior living facilities and manages six senior living facilities. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, Moss, Krusick & Associates, LLC, in Winter Park, Florida, expressed substantial doubt about University General's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and negative operating cash flows, and has negative working capital. University General reported a net loss of $2.38 million in 2011, following a net loss of $1.71 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $140.67 million in total assets, $128.38 million in total liabilities and $3.79 million in series C, convertible redeemable preferred stock, and $8.49 million in total equity. VALITAS HEALTH: Market Pressures Prompt Moody's to Cut CFR to B2 ---------------------------------------------------------------- Moody's Investors Service downgraded Valitas Health Services, Inc.'s Corporate Family Rating to B2 from B1, its Probability of Default Rating to B2-PD from B1-PD, and its senior secured bank credit facility ratings to B1 from Ba3. The rating outlook is stable. The rating action is due to Moody's expectation of earnings volatility following recent contract losses, margin declines from competitive pricing pressure on new and renewed contracts, and Moody's belief that Valitas will be unable to restore metrics to levels commensurate with the prior B1 rating over the near to intermediate term. The downgrade also reflects Moody's concerns related to cushion under the company's financial covenants, due to potential earnings volatility and approaching step-downs. Following is a summary of Moody's rating actions: Ratings downgraded: Valitas Health Services, Inc. Corporate Family Rating to B2 from B1 Probability of Default Rating to B2-PD from B1-PD $75 million senior secured revolving credit facility expiring June 2016, to B1 (LGD 3, 34%) from Ba3 (LGD 3, 35%) $285 million senior secured term loan B due June 2017, to B1 (LGD 3, 34%) from Ba3 (LGD 3, 35%) The rating outlook is stable. Ratings Rationale: Valitas' B2 Corporate Family Rating reflects Moody's expectation that financial leverage will remain high over the next twelve-to- eighteen months. Moody's also considers risks associated with potential earnings volatility following recent contract losses and margin compression, the company's significant customer concentration, and liquidity concerns related to reduced cushion under financial covenants. Moody's expects the company to face near-term earnings pressure following the recent losses of the Maine, Maryland, and Pennsylvania DOC contracts, and margin declines from competitive pricing pressure on new and renewed contracts. The ratings are supported by Valitas' significant scale as the largest provider of healthcare services to correctional facilities in a highly fragmented sector. Furthermore, Moody's expects good free cash flow generation as the business is characterized by minimal bad debt expense and modest capital investment needs. The stable rating outlook reflects Moody's expectation that the company will partially offset near-term earnings pressure from recent contract losses and margin compression through cost reduction initiatives and the application of free cash flow towards debt reduction. The ratings could be upgraded if the company exhibits growth in EBITDA from new contract opportunities or repays debt such that debt to EBITDA is sustained below 4.5 times, free cash flow to debt is sustained above 6%, and cushion under the company's credit facility financial covenants improves. The ratings could be downgraded if the company takes on additional debt to fund acquisitions, experiences a loss of key DOC contracts or incurs operating difficulties associated with customer retention issues such that leverage were to increase above 6.0 times on a sustained basis. The ratings could also be downgraded if covenant cushion erodes further. The principal methodology used in rating Valitas Health Services, Inc. was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Brentwood, Tennessee, Valitas Health Services, Inc., through its operating subsidiaries, Corizon, Inc. and Corizon Health, Inc., is a leading provider of contract healthcare services to correctional facilities owned or operated by state and local governments in United States. Valitas is majority owned by Beecken Petty O'Keefe & Company, a Chicago based private equity management firm. For the year ended December 31, 2012, Valitas reported revenue of approximately $1.2 billion. VISCOUNT SYSTEMS: Issues 22.212 Series A Convertible Pref. Stock ---------------------------------------------------------------- Viscount Systems, Inc., on April 1, 2013, issued a total of 22.212 Series A Convertible Redeemable Preferred Stock, par value $0.001 per share, to the outstanding holders of A Shares as dividend payments on the A Shares for the period ended March 31, 2012. The A Shares issued are subject to the conversion and dividend rights as set forth in the Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock, as amended. About Viscount Systems Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer, developer and service provider of access control security products. The Company reported a net loss of C$2.9 million in 2011, compared with a net loss of C$1.3 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed C$1.08 million in total assets, C$3.44 million in total liabilities and a C$2.35 million total stockholders' deficit. "The Company's bank credit facility was suspended on December 30, 2011 due to the bank's assessment of the Company's financial position. Management has determined that the Company will need to raise a minimum of $500,000 by way of new debt or equity financing to continue normal operations for the next twelve months. Management has been actively seeking new investors and developing customer relationships, however a financing arrangement has not yet completed. Short-term loan financing is anticipated from related parties, however there is no certainty that loans will be available when required. These factors raise substantial doubt about the ability of the Company to continue operations as a going concern." Following the 2011 results, Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada, expressed substantial doubt about Viscount Systems' ability to continue as a going concern. The independent auditors noted that the Company has an accumulated deficit of C$5,769,027 and has reported a loss of C$2,883,304 for the year ended Dec. 31, 2011. VISUALANT INC: Agreement with Sumitomo Extended to End of Year -------------------------------------------------------------- Visualant, Inc.'s Joint Development Agreement with Sumitomo Precision Products has been extended for nine months from March 31, 2013, to Dec. 31, 2013. Originally entered into on May 31, 2012, the Joint Development Agreement between Visualant and Sumitomo Precision Products sets forth the terms and conditions for the collaboration between the two Companies for the extending the development of the Visualant ChromaID technology and the movement of that technology into the global marketplace. Ron Erickson, Visualant Founder and CEO, stated, "Our relationship with Sumitomo Precision Products has developed into a solid partnership. We are very pleased to continue our collaborative work with SPP to advance our ChromaID technology and accelerate its deployment into the marketplace." About Visualant Inc. Seattle, Wash.-based Visualant, Inc., was incorporated under the laws of the State of Nevada on Oct. 8, 1998. The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti- counterfeiting, forgery/fraud prevention, brand protection and process control applications. Visualant incurred a net loss of $2.72 million for the year ended Sept. 30, 2012, compared with a net loss of $2.39 million for the same period during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $4.69 million in total assets, $4.94 million in total liabilities, $38,490 in noncontrolling interest and a $280,232 total stockholders' deficit. PMB Helin Donovan, LLP, in Nov. 10, 2012, 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 sustained a net loss from operations and has an accumulated deficit since inception which raise substantial doubt about the Company's ability to continue as a going concern. VYSTAR CORP: Dean Waters Named Chief Financial Officer ------------------------------------------------------ Vystar(R) Corporation said Dean Waters has been appointed as the Company's new full-time Chief Financial Officer effective April 1, 2013. Mr. Waters is an active member of Vystar's Board of Directors since his appointment in 2008, chairing the Audit Committee and serving on the Compensation Committee. As the Founder and Managing Director of FiveFold Capital, a company focused on the capital needs of community banks, he worked with each bank's management team to solve strategic and capital issues drawing upon his fifteen years of knowledge and experience in raising more than $5 billion in capital for middle-market to Fortune 1000 companies and Community Financial Institutions. Prior to founding FiveFold Capital, Mr. Waters was Senior Vice President of Commerce Street Capital's bank development group and was responsible for helping community bank management teams raise capital for initial offerings. Prior to Commerce Street, Mr. Waters was a Managing Partner of Poseidon Capital Investments, LLC, an investment advisory firm. He was also Senior Vice President, Director and one of the founding members of the Capital Markets Group within GMAC Commercial Finance's Equipment Finance Division. Before that, he was Managing Director of Equity Distributions of Bank of America Leasing & Capital Group. Mr. Waters received a B.S. in Economics from East Carolina University in Greenville, N.C., and earned an M.B.A., with honors, from Wake Forest University's Babcock Graduate School of Management in Winston-Salem, N.C. He also represented Wake Forest in the European Business Studies program at St. Peters College of Oxford University and served eight years on the Babcock Graduate School of Management's Alumni Council. Mr. Waters holds multiple FINRA registrations including Series 62, 63, and 79. Mr. Waters commented, "Having worked with Bill and the Vystar team as a Board Member for over 4 years now, I believe the Company is at an inflection point where growth will require the execution of tactical initiatives designed to improve operational efficiencies, heighten sales and services, as well as evaluate and select the most advantageous financial and growth opportunities to fuel expansion moving ahead. I am excited to assume the CFO position with Vystar, a company I've found to be truly innovative, and look forward to playing an active part in these initiatives and aiding the Company in reaching its next stage of growth." Bill Doyle, president & CEO of Vystar Corporation, stated, "We are pleased to have Dean on board as our Chief Financial Officer. His financial acumen, strategic insight and expertise showcased in a variety of areas over the past few years as a Board member and the chair of our Audit Committee - including but not limited to institutional investments, negotiations, domestic and international finance, due diligence, client relationship management and business development - has been nothing short of exceptional. Instrumental in the successful and ongoing implementation of our recent SleepHealth acquisition, Dean is well-equipped to lead Vystar's financial stratagem going forward, focusing on growing both our top and bottom lines through organic means as well as through accretive and opportunistic acquisitions." About Vystar Corp Duluth, Ga.-based Vystar Corporation is the creator and exclusive owner of the innovative technology to produce Vytex(R) Natural Rubber Latex. This technology reduces antigenic protein in natural rubber latex products to virtually undetectable levels in both liquid NRL and finished latex products. Bankruptcy Warning According to the Company's quarterly report on Form 10-Q for the period ended June 30, 2012, there can be no assurances that the Company will be able to achieve its projected level of revenues in 2012 and beyond. "If the Company is unable to achieve its projected revenues and is not able to obtain alternate additional financing of equity or debt, the Company would need to significantly curtail or reorient its operations during 2012, which could have a material adverse effect on the Company's ability to achieve its business objectives and as a result may require the Company to file for bankruptcy or cease operations." Habif, Arogeti & Wynne, LLP, in Atlanta, Georgia, expressed substantial doubt about Vystar's ability to continue as a going concern, following its results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has recurring losses from operations, a capital deficit, and limited capital resources. The Company's balance sheet at Sept. 30, 2012, showed $1.31 million in total assets, $2.57 million in total liabilities and a $1.25 million total stockholders' deficit. VYSTAR CORP: Delays Form 10-K for 2012 -------------------------------------- Vystar Corporation was not able to file its annual report on Form 10-K in a timely manner because of delays in beginning the on-site audit process by the Company's auditors as a result of overdue accounts payable due the auditors. The Company believes it will be able to bring the auditors' statements current no later than April 8, 2013, and that the Annual Report on Form 10-K for the period ended Dec. 31, 2012, will be filed on or about April 30, 2013. About Vystar Corp Duluth, Ga.-based Vystar Corporation is the creator and exclusive owner of the innovative technology to produce Vytex(R) Natural Rubber Latex. This technology reduces antigenic protein in natural rubber latex products to virtually undetectable levels in both liquid NRL and finished latex products. Bankruptcy Warning According to the Company's quarterly report on Form 10-Q for the period ended June 30, 2012, there can be no assurances that the Company will be able to achieve its projected level of revenues in 2012 and beyond. "If the Company is unable to achieve its projected revenues and is not able to obtain alternate additional financing of equity or debt, the Company would need to significantly curtail or reorient its operations during 2012, which could have a material adverse effect on the Company's ability to achieve its business objectives and as a result may require the Company to file for bankruptcy or cease operations." Habif, Arogeti & Wynne, LLP, in Atlanta, Georgia, expressed substantial doubt about Vystar's ability to continue as a going concern, following its results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has recurring losses from operations, a capital deficit, and limited capital resources. The Company's balance sheet at Sept. 30, 2012, showed $1.31 million in total assets, $2.57 million in total liabilities and a $1.25 million total stockholders' deficit. W.R. GRACE: Libby Victims' Lawyers Get $4MM+ in Fees ---------------------------------------------------- Matthew Brown, writing for the Associated Press, reported that a state judge has ruled that lawyers for victims of asbestos exposure in a contaminated Montana town are entitled to more than $4 million in fees and expenses out of a $19.6 million settlement with chemical manufacturer W.R. Grace and Co. The AP report said some victims had objected to the amount as excessive. The victims wanted the money to go toward future medical care for more than 2,200 people sickened by asbestos dust from a Grace mine near Libby, Montana, instead of going to the lawyers, but State District Judge James Wheelis said the 20% fee was "fair and reasonable," according to the AP report. Judge Wheelis cited the 18,000 hours of work that attorneys from three firms said they put into the case, which carried a risk of failure that could have left them with nothing, the AP report said. The full amount sought by the attorneys was more than $5 million; Judge Wheelis, however, granted the attorneys' request to return $981,000 to a medical trust for victims. The money, AP added, will go into a trust that will help cover medical costs for victims, including 1,350 clients of the attorneys awarded the fee and 850 others who were not clients but will benefit from the trust. Judge Wheelis said the fee payment should come from the entire group of victims, not just the attorneys' clients, because they will all benefit from the settlement, AP said. "It would be inequitable if non-clients received the same benefit from the fund as clients, but not share in the burden of the litigation expense," AP cited the judge as saying. The requested fees equal 20% of last year's $19.6 million settlement with Grace over decades of asbestos exposure that has killed an estimated 400 people and sickened more than 2,000. Asbestos dust from the mine once blanketed the town, and contaminated mine waste was widely used by residents and local officials in construction projects, as a soil supplement in home gardens and for other purposes. The plaintiffs' attorneys described their fee request as reasonable given the time and effort they put into lawsuits filed against Grace, the AP report said. The attorneys said they were entitled to up to 40 percent of their client's share of the settlement under their retainer contracts, but opted for a lesser percentage that would come from all qualifying victims and not just the attorneys' clients. The attorneys are from three law firms: McGarvey, Heberling, Sullivan and McGarvey P.C. of Kalispell; Lewis, Slovak, Kovachich and Marr P.C. of Great Falls; and Murtha Cullina LLP, which has offices in multiple locations. A separate legal settlement between Libby victims and the state of Montana to cover damages for failing to intervene sooner included $14 million in attorney fees. 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) W.R. GRACE: Judge Okays Protocol for Turnover of 2019 Exhibits -------------------------------------------------------------- Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware approved on April 9 a protocol to govern the production of certain documents to Garlock Sealing Technologies LLC. The protocol was drafted by Pittsburgh Corning Corporation, North American Refractories Company, et al., Mid-Valley, Inc., et al., and DII Industries LLC, Owens Corning, et al., W.R. Grace & Co., et al., USG Corporation, et al., United Minerals Products Company, et al., Kaiser Aluminum Corporation, et al., The Flintkote Company, Armstrong World Industries, Inc., et al., ACandS, Inc., et al., and Combustion Engineering, Inc., following a district court's ruling directing them to produce documents that would assist Garlock during the estimation trial of its asbestos liabilities. The protocol includes the designation of an attorney from the U.S. District Court for the Western District of Pennsylvania's special masters panel to undertake the production of the exhibits to Garlock. A copy of the court order detailing the protocol is available for free at http://is.gd/RPtkkT The documents to be produced to Garlock include exhibits to the statements filed by lawyers who represent creditors asserting asbestos-related claims against W.R. Grace and the 11 other Debtors. These exhibits were filed pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the bankruptcy rule that governs disclosures of information about creditors in bankruptcy cases. Garlock needs those documents to allow experts in its own Chapter 11 case to develop or rebut an opinion regarding its total liability for asbestos-related claims. Judge Fitzgerald previously denied Garlock's bid to access the documents, which the company appealed on Oct. 12, 2011. Last month, the U.S. District Court for the District of Delaware reversed the bankruptcy judge's decision, saying Garlock could use the information in the exhibits to help the court, which oversees its bankruptcy case, to estimate its liability more accurately. Garlock earlier objected to the protocol complaining that W.R. Grace and other parties who objected to its request to access the Rule 2019 exhibits have already negotiated and agreed upon all necessary protocols for the turnover of documents and protection for personal information of claimants. Other parties who objected to Garlock's request to access the Rule 2019 exhibits are the law firms: Kazan, McClain, Lyons, Greenwood & Harley, Waters & Kraus LLP, Simmons Browder Gianaris Angelides & Barnerd LLC, Bergman, Draper & Frockt, Gori Julian, & Associates, P.C., Early, Lucarelli, Sweeney & Strauss, Cooney & Conway, Lipsitz & Ponterio, LLC, Bifferato LLC, and Montgomery, McCracken, Walker & Rhoads, LLP, Stutzman Bromberg Esserman & Plifka, and the four Asbestos Claimants' Committees represented by Caplin & Drysdale. Garlock said the agreements are already reflected in previous orders entered by consent of all parties in the Delaware and Pennsylvania bankruptcy courts. Proposed Special Master Draws Flak In an April 10 filing, the lawyer representing certain law firms who objected to Garlock's request to access the Rule 2019 exhibits said they were not consulted by Garlock's legal counsel prior to identifying potential special masters under the April 9 protocol order. Earlier, Garlock's counsel provided a letter to the court identifying Messrs. Robert Bernstein, Karl Schieneman and David White as potential special masters. Natalie Ramsey, Esq., at Montgomery, McCracken, Walker & Rhoads LLP, in Wilmington, Delaware, requested that the court "briefly defer appointment of a special master until the parties can report back to the court promptly following their meet and confer regarding the proposed special masters." 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) W.R. GRACE: Inks Deal With USG to Settle Claims for $668K --------------------------------------------------------- W.R. Grace & Co. signed an agreement to settle the claim of USG Corporation. Under the deal, USG can assert a general unsecured claim of $668,150 against the company for environmental response costs as well as future costs associated with its facility in Paulsboro, New Jersey. The agreement is available without charge at http://is.gd/rfFJxB The Paulsboro site is the location of a former chemical manufacturing plant constructed by W.R. Grace in 1972, and operated until 1984. In 1986, the company sold the facility and property to Durabond Product Company, a division of USG Industries, Inc. 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) W.R. GRACE: To Reject Lease Contract With BNSF ---------------------------------------------- W.R. Grace & Co. announced its plan to terminate a lease contract with The Burlington Northern & Santa Fe Railway. The lease will be deemed terminated effective April 30 if no objection is filed on or before the April 21 deadline. Anyone who asserts a claim against W.R. Grace for the termination of the lease is required to file his claim on or before May 11. 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) WESTERN EXPRESS: S&P Lowers Corporate Credit Rating to 'CCC' ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Western Express Inc. to 'CCC' from 'CCC+'. The outlook is negative. At the same time, S&P is lowering the issue-level rating on the company's $285 million 12.5% notes to 'CCC-' (one notch below the corporate credit rating) from 'CCC+', and revising its recovery ratings to '5' from '4', indicating its expectation that noteholders would receive modest (10%-30%) recovery in the event of a payment default. The revision of the recovery rating on the senior secured notes reflects a revision of S&P's simulated default scenario: S&P no longer presumes that Western Express would reorganize. Accordingly, S&P used a discrete asset valuation based on current collateral values. "The downgrade reflects our doubts regarding the company's ability to service its existing debt or refinance debt coming due in September 2014," said Standard & Poor's credit analyst Anita Ogbara. Western Express has $285 million in 12.5% senior secured notes outstanding and interest payments are due semiannually in April and October. S&P expects Western Express to meet the April 15 interest payment of $18 million by borrowing from its ABL facility, which includes a consolidated fixed charge ratio minimum of 1x, which is tested if availability falls below $6 million. Current availability is $16 million. Standard & Poor's ratings on Western Express reflect the truckload carrier's weak liquidity, highly leveraged financial profile and participation in the capital-intensive and cyclical trucking sector, which is subject to pricing pressure and intense competition. The company's midsize market position and good customer diversity only partially offset these weaknesses. The outlook is negative. If Western Express fails to improve its liquidity position, S&P is likely to lower the ratings as a potential default on the October interest payment approaches. WINDSORMEADE OF WILLIAMSBURG: Sets May 14 Confirmation Hearing -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Virginia United Methodist Homes of Williamsburg Inc. scheduled a confirmation hearing for May 14 when the U.S. Bankruptcy Court in Richmond, Virginia, will decide whether to approve the plan worked out before bankruptcy and supported by more than two-third in dollar amount of secured lenders, the only non-insider class entitled to vote on the plan. The bankruptcy court approved disclosure materials April 11 explaining the plan. According to the report, the plan is financed with assistance from the founder and sponsor, similarly named Virginia United Methodist Homes Inc. The plan provides for exchanging existing bond debt of $48.8 million for $30 million in new senior bonds due in 2043. The holders will also receive new subordinate bonds maturing in 2048 for $9.7 million. For having paid off other bonds, the sponsor will have $6.5 million in senior bonds maturing in 2042 in exchange for $13.3 million in debt. The manager will have a new management agreement to take the place of a $22.4 million claim. There is $200,000 in unsecured debt that will be paid in full. About WindsorMeade of Williamsburg Virginia United Methodist Homes of Williamsburg, Inc., doing business as WindsorMeade of Williamsburg, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 13-31098) on March 1, 2013. WindsorMeade of Williamsburg is a continuing care retirement community located on a 105 acre parcel of real property leased by sponsor Virginia United Methodist Homes Inc. The facility includes 181 independent living units with an 80% occupancy rate, 14 assisted living apartments with 65% occupancy and 12 skilled nursing beds with 75% occupancy. DLA Piper LLP (US) and Hirschler Fleischer, P.C. serve as counsel to the Debtor. Deloitte Financial Advisory Services LLP serves as financial advisor. McGuire Woods LLP is special bond counsel. BMC Group Inc. is the claims agent. The prepetition lender, UMB Bank, NA, is represented by Christian & Barton, LLP. The Debtor estimated assets and debts of $100 million to $500 million. WINDSTREAM CORP: High Leverage Cues Moody's to Lower CFR to 'Ba3' ----------------------------------------------------------------- Moody's Investors Service downgraded Windstream Corporation's corporate family rating to Ba3 from Ba2 and probability of default rating to Ba3-PD from Ba2-PD. As part of the rating action, Moody's has also downgraded the ratings on Windstream's senior secured credit facilities to Ba2 (LGD3 - 38%) from Baa3 (LGD2 - 13%) and its senior unsecured notes to B1 (LGD4 - 69%) from Ba3 (LGD5-75%). The downgrades reflect Windstream's high leverage and weak free cash flow profile which are both the result of its high dividend. Moody's has also lowered Windstream's speculative grade liquidity rating to SGL-3 from SGL-2. The outlook is stable. This action concludes the review of Windstream's ratings that was initiated on February 21, 2013. Issuer: Windstream Corporation Downgrades: Corporate Family Rating, Downgraded to Ba3 from Ba2 Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Senior Secured Bank Credit Facility, Downgraded to Ba2 (LGD3, 38%) from Baa3 ( LGD2, 13%) Senior Unsecured Regular Bond/Debenture, Downgraded to B1 (LGD4, 69%) from Ba3 (LGD5, 75%) Outlook Actions: Outlook, Changed To Stable from Rating under Review Ratings Rationale: The downgrade to Ba3 reflects Moody's view that Windstream's leverage will remain above 4x Debt to EBITDA (Moody's Adjusted) for the next several years. The company is fully committed to its high dividend payout, which consumes the majority of its discretionary cash flow. Moody's believes that the high dividend has prevented Windstream from reducing leverage and is a factor in the company's decision to reduce capital spending. Windstream's asset-light approach to the business services market will result in margin compression as the company relies more heavily upon leased facilities outside its ILEC footprint. This margin pressure is incremental to the industry-wide burden of an unfavorable product mix shift to data services from voice services. Moody's also expects free cash flow remain weak given the potential for higher cash taxes in 2014 and, over a longer time horizon, the potential negative impact from higher interest on the unhedged portion of Windstream's floating rate debt. Combined with margin pressure, higher interest and taxes could more than offset the cash flow benefit from lower capex. Over the longer term, Moody's believes that lower capital spending may erode the company's competitive position versus its telecom and cable peers. Windstream's target capital spend is 11% to 13% of revenues, only modestly below the industry average of 15%. However, Moody's views this gap as significant given Windstream's smaller scale relative to AT&T, Verizon and CenturyLink, all of which spend more heavily. Moody's downgrade of Windstream's speculative grade liquidity rating to SGL-3 from SGL-2 is primarily driven by the company's plan to refinance a large portion of its upcoming $800 million debt maturity with revolver borrowings. Moody's views Windstream as having adequate liquidity, supported by $132 million of cash as of year-end and an undrawn $1.25 billion revolver. Moody's expects Windstream to generate at least $200 million of free cash flow in 2013, primarily due to lower capex and the cash tax benefits from the extension of bonus depreciation. The relative stability of the company's cash flow generation and good visibility into capital expenditures eliminates the risk of unforeseen liquidity needs. The company's ability to borrow under the revolving facility is subject to leverage (total leverage ratio not exceeding 4.5x) and interest coverage (not less than 2.75x) covenants. Moody's expects Windstream to have ample amount of cushion under both of its financial covenants. The ratings for the debt instruments comprise both the overall probability of default of Windstream, to which Moody's maintains a PDR of Ba3-PD, the average family loss given default assessment and the composition of the debt instruments in the capital structure. Moody's rates the senior secured debt including the $1.25 billion revolver and approximately $2.6 billion of term loans at Ba2, LGD3 - 38%. The ratings on the secured debt incorporate Moody's expectation that Windstream will use $600 million of revolver borrowings to refinance its upcoming unsecured debt maturity. Windstream's secured debt benefits from a collateral package that includes a pledge of assets and upstream guarantees from subsidiaries representing approximately 20% of total company cash flow. Also, the secured debt benefits from a pledge of the equity interest in certain non-guarantor subsidiaries. The ratings recognize that regulatory restrictions may that limit the collateral pledge for certain non-guarantor subsidiaries. Windstream's senior unsecured notes are rated B1, LGD4 - 69%, reflecting their junior position in the capital structure. The stable outlook reflects Moody's view that Windstream will maintain approximately flat EBITDA and stable cash flows over the next few years despite the margin pressure. Moody's could raise Windstream's ratings if leverage were to be sustained below 3.75x (Moody's adjusted) and free cash flow to debt was in the mid-single digits percentage range. Moody's could lower the ratings further if leverage were to exceed 4.25x (Moody's adjusted) or free cash flow turns negative, on a sustained basis. The principal methodology used in this rating was the Global Telecommunications Industry Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Windstream Corporation, Inc. is a telecommunications and IT services provider headquartered in Little Rock, AR. The company was formed by a merger of Alltel Corporation's wireline operations and Valor Communications Group in July 2006. Windstream has continued to grow through acquisitions and, following the acquisition of PAETEC Holding Corp. ("PAETEC") in 2011, Windstream provides services in 48 states. WOOTON GROUP: Can Employ Simon Resnik as Bankruptcy Counsel ----------------------------------------------------------- Wooton Group LLC sought and obtained approval from the U.S. Bankruptcy Court to employ M. Jonathan Hayes, and Simon Resnik Hayes LLP as general bankruptcy counsel to, among other things, provide these services: * possible amendments to the Debtor's schedules; * advice and assistance regarding compliance with the requirements of the United States Trustee; and * advice regarding matters of bankruptcy law, including the rights and remedies of the Debtor in regard to its assets and with respect to the claims of creditors. M. Jonathan Hayes, Esq., attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm's rates are: Professional Role Rate ------------ ---- ---- M. Jonathan Hayes Partner $425 Kevin T. Simon Partner $385 Matthew D. Resnik Partner $385 Russell J. Stong III Associate $325 Donna R. Dishbak Associate $325 Roksana D. Moradi Associate $285 Carolyn M. Afari Associate $165 Elizabeth Roberson Associate $165 Erin Keller Paralegal $135 Beverly Hills, Calif.-based Wooton Group, LLC, filed a bare- bones Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-31323) in Los Angeles on June 19, 2012. Judge Thomas B. Donovan oversees the case. M. Jonathan Hayes, Esq., Matthew D. Resnik, Esq., and Roksana D. Moradi, Esq., at Simon Resnik Hayes LLP, in Sherman Oaks, Calif., represent the Debtor as counsel. The petition was signed by Mark Slotkin, managing member. In its schedules, the Debtor disclosed assets of $10,500,961 and debts of $7,227,376 as of the petition date. XENTEL INC: Fundraiser IMarketing Files in Canada, U.S. ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Xentel Inc. and other U.S. units of Toronto-based IMarketing Solutions Group Inc. filed petitions for Chapter 15 protection on April 12 (Bankr. D. Del. Lead Case No. 13-10888) immediately after the parent commenced proceedings in Ontario for reorganization under Canada's Companies' Creditors Arrangement Act. The companies, with more than 1,100 employees, provide direct- marketing and fundraising services for politicians, not-for- profit organizations and professional organizations. About 57% of revenue is generated in Canada, with the remainder coming from the U.S. The companies have 25 locations in both countries. Liabilities include a $3.8 million secured loan owing to an insider. There is another $2 million secured loan owing to Canadian Imperial Bank of Commerce. There is about $7.8 million in other debt, including $4.9 million owing to trade suppliers. For the first nine months of 2012, negative cash flow from operations was C$4.7 million ($4.6 million). For the three quarters last year, revenue of $48.7 million. For 2011, there was a $5.3 million net loss on revenue of $83.8 million. The Sept. 30 balance had assets of $12.6 million and total liabilities of $13.1 million. XZERES CORP: Obtains New $6.5 Million Credit Facility ----------------------------------------------------- Renewable Power Resources, LLC, comprised of a group of world- class strategic investors with strong interest in distributed renewable power generation, provided a $6.5 million credit facility to support XZERES' 2013 near term and strategic growth objectives. According to XZERES CEO, Frank Greco, "Renewable Power Resources offers a wide array of interests and relationships in areas such as agriculture, commercial/industrial real estate, and other unique global industrial markets, something we look forward to leveraging in an effort to further the added values to the Company's growth opportunities." Additionally, Frank Greco stated, "As the Company's largest single funding to-date, coupled with our improved market position, global demand, and lower cost structure, we believe this financing will enable XZERES to achieve its goals and dramatically improve delivery times, order flow with vendors, and build out of finished units to react quickly to the growing demand for Xzeres products." Expanded Global Opportunities for 2013 To date, XZERES' has developed a strong global presence primarily driven by the US and UK markets. XZERES' is highly recognized for its uptime and durability, as well as its highly engineered products including its marine grade turbine. According to Greco, "while we anticipate the U.S. and particularly the UK to remain major drivers in our business, 2013 expects to benefit from our efforts to further expand globally. Already, XZERES has meaningful activities in process and developing in Vietnam, Japan, the Caribbean and other parts of continental Europe." In addition to the expanding global market opportunities for its turbine products, the Company is equally excited about the growing domestic interest in its Power Efficiency products. "An increasing number of dealers and potential customers are beginning to recognize the ability of our PE products to help drive savings in their energy bills," stated Greco. XZERES anticipates the PE product line to add a meaningful contribution in 2013. Distributed wind -- wind energy that is used wholly or partially at the site where the equipment is deployed and the energy is generated -- is growing worldwide at an annual rate of approximately 35%. It is a fundamentally different business with different economics and market drivers then the utility scale wind projects that grab newspaper headlines, Greco emphasized. He said that "Farmers, ranchers, home owners, small businesses, corporations and governments are discovering that distributed wind can dramatically reduce operating costs and serve as a hedge against future electricity rate hikes." Unlike utility-scale wind, Greco pointed out that "Distributed wind requires no infrastructure (transmission) upgrades since the power that is generated is used primarily on-site. As a result, several U.S. states now provide long term incentives for small wind that add to its economic appeal, while Feed-In Tariffs, which allow for the sale of excess electricity, are stimulating strong demand in areas like the UK, Europe and Asia." "While utility-scale wind has garnered the lion's share of attention, we believe the future of wind lies with distributed wind, thanks to its economic benefits, its versatility and its ease of implementation," Greco said. "The price and quality of our products, combined with our global marketing platform, have placed us in a leading position to take advantage of this largely untapped and growing market." Over the past three years, XZERES has invested substantial resources toward making its products world and best in class, establishing a global footprint, and implementing a quality supply-chain, distribution and service platform. According to Greco "XZERES has been on a longer-than-anticipated journey toward success, but with this larger, more adequate funding source in place, we now look forward to demonstrating the Company's capability and leveraging all the years of work and effort to put the Company in position for accelerated growth and performance." Additional information about the transaction is available at: http://is.gd/20uLCe About XZERES Corp. Headquartered in Wilsonville, Oregon, XZERES Corp. designs, develops, and markets distributed generation, wind power systems for the small wind (2.5kW-100kW) market as well as power management solutions. As reported by the Troubled Company Reporter on July 3, 2012, Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed substantial doubt about XZERES' 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 Feb. 29, 2012. The independent auditors noted that the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. The Company's balance sheet at Nov. 30, 2012, showed $4.11 million in total assets, $5.13 million in total liabilities and a $1.02 million total stockholders' deficit. ZALE CORP: Portolan Capital Holds 5% Equity Stake at March 28 ------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Portolan Capital Management, LLC, and George McCabe disclosed that, as of March 28, 2013, they beneficially own 1,643,049 shares of common stock of Zale Corp. representing 5.06% of the shares outstanding. Portolan Management previously reported beneficial ownership of 858,480 common shares or a 2.65% equity stake as of Dec. 31, 2012. A copy of the filing is available at http://is.gd/RFqLkk About Zale Corporation Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) -- http://www.zalecorp.com/-- is a specialty retailer of diamonds and other jewelry products in North America, operating approximately 1,900 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at http://www.zales.com/, http://www.zalesoutlet.com/, http://www.gordonsjewelers.com/and http://www.pagoda.com/ Zale Corp. incurred a net loss of $27.31 million for the year ended July 31, 2012, a net loss of $112.30 million for the year ended July 31, 2011, and a net loss of $93.67 million for the year ended July 31, 2010. The Company's balance sheet at Jan. 31, 2013, showed $1.25 billion in total assets, $1.06 billion in total liabilities and $193.90 million in total stockholders' investment. * Fitch Says Pension Changes Could Improve KY Liability Profile --------------------------------------------------------------- The changes passed by the Kentucky legislature should allow the state to better manage its underfunded pension liability and have come sooner than many expected. But, in our view, the overall challenges to the state remain, and the plan exerts additional budgetary pressure, Fitch says. The plan requires the state to fully fund the actuarially calculated annual required contribution (ARC) for the main state employee pension plans much faster than anticipated (by fiscal 2015), effectively suspends cost of living allowances and establishes a hybrid cash balance pension plan for new hires. To help fully fund the ARC, the legislature made several tax law changes, including reducing a personal income tax credit, which are projected to generate $100 million a year toward the accelerated ARC ramp up. In fiscal 2012, the state funded $251 million of the $482 million ARC (52%) for the state-supported portion of the Kentucky Retirement Systems plans. Fitch says: "We believe acceleration to the full ARC will have a positive impact on the long-term trajectory of the state's pension liability. Fitch anticipated the state's prior plan to gradually increase toward the full ARC by fiscal 2025 would lead to weakening funded ratios over the next decade. However, the impact of the acceleration will be muted due to the significant underfunding level. The self-reported funded ratio of Kentucky's state-supported portion of its major state employee retirement system (Kentucky Retirement Systems) has declined in every year since 2001, and the Fitch-adjusted ratio was approximately 27.9% at June 30, 2012. "The commonwealth is also facing other budgetary challenges. In each of the past four biennial budgets, it has relied on one-time solutions to balance the budget, including depletion of reserves, debt restructuring and borrowing for operations, specifically to pay Kentucky Teachers Retirement System non-pension retirement benefits (OPEB). Although the structural gap and use of one-time items have been reduced in the current biennium, this practice continues despite economic recovery and growing revenues. Additionally, the state will be challenged to meet the statutory fiscal 2015 full ARC funding deadline despite the revenue measures adopted this year. "While Kentucky has a larger manufacturing sector than other states, the sector has recovered since bottoming in early 2010. Kentucky's unemployment rate improved to 7.9% in February of 2013 (compared with the national rate of 7.7%). But the commonwealth's per capita personal income has been approximately 80% of the U.S. average for 30 years and ranks 47th among the states." * Roadmap Given for Third-Party Releases in Virginia ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a federal district judge in Alexandria, Virginia, drew a road map for how a company emerging from Chapter 11 can succeed in giving so-called third-party releases protecting officers and directors from being sued by creditors. According to the report, the opinion on April 3 by U.S. District Judge Anthony J. Trenga is a follow-up to a decision in December 2011 by the U.S. Court of Appeals in Richmond, Virginia, arising from confirmation of a Chapter 11 plan for National Heritage Foundation Inc. Originally, the bankruptcy court approved third-party releases and was upheld in district court. On appeal, the circuit court in Richmond elucidated the court's 1989 ruling on a Chapter 11 plan by A.H. Robbins & Co. The Robbins decision is one of the leading cases describing when Chapter 11 plans can bar suits against non- bankrupt third parties. The circuit said it was insufficient for the bankruptcy judge only to find that the releases were "essential" and conferred "material benefit." The court said the bankruptcy judge on remand must make "factual findings to explain why this is so." On remand, the bankruptcy judge declined to approve the releases, leading the company to appeal to Judge Trenga, who affirmed. The company argued releases were critical because continuing indemnification obligations would be costly if executives were sued. Judge Trenga said the record was devoid of evidence about the number, likelihood, or amount of potential claims against executives. The report notes that the company also argued for the releases, saying executives otherwise wouldn't serve. Judge Trenga responded, saying the record was absent evidence showing officers or directors wouldn't serve. Judge Trenga likewise rejected the argument that executives gave value for releases by agreement to continue serving the company. The judge upheld the bankruptcy court by saying that unenforceable promises for future services were insufficient to justify releases. The opinion in large measure relies on conclusions that the findings of fact by the bankruptcy judge were not clearly erroneous. The case is National Heritage Foundation Inc. v. Behrmann, 12-1329, U.S. District Court, Eastern District Virginia (Alexandria). * Dischargeability and Breach of Fiduciary Duty Examined -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that an officer's breach of fiduciary duty to the company isn't equivalent to fraud while acting in a fiduciary capacity, according to an April 11 decision by U.S. District Judge Eric F. Melgren in Topeka, Kansas. The report recounts that a company officer copied corporate software that was the substance of the business. He formed a new company, using the software, and took the customers. The company sued, and the officer was saddled with jury verdicts for ordinary and punitive damages. The judgments were upheld in state supreme court. The officer filed bankruptcy. The bankruptcy judge ruled that the judgments weren't discharged under Section 523(a)(4) on the ground of fraud while acting in a fiduciary capacity. According to the report, Judge Melgren reversed. The judge relied on a case from the U.S. Court of Appeals in Denver saying that there must be an express or technical trust to qualify for an exception to discharge under Section 523(a)(4). Fiduciary relationships created by law are insufficient. Judge Melgren also reversed the ruling that the punitive damages weren't discharged as being willful and malicious injury. He pointed to jury instructions requiring "willful, fraudulent, or malicious" conduct. Because bankruptcy law requires willful "and" malicious, the jury verdict wasn't sufficient to invoke the doctrine of collateral estoppel. The case is Jenkins v. IBD Inc., 11-2776, U.S. District Court, District of Kansas (Topeka). * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ ------ ------- AMR CORP AAMRQ US 23,510.0 (7,987.0) (2,232.0) ABSOLUTE SOFTWRE ABT CN 121.1 (13.9) (11.2) AIR CANADA-CL A AC/A CN 9,060.0 (3,342.0) (212.0) AIR CANADA-CL B AC/B CN 9,060.0 (3,342.0) (212.0) ACELRX PHARMA ACRX US 28.2 (0.3) 13.1 ADA-ES INC ADES US 75.7 (40.1) (24.1) AK STEEL HLDG AKS US 3,903.1 (91.0) 630.3 AMC NETWORKS-A AMCX US 2,618.9 (882.4) 524.0 AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ARTISAN PARTNERS APAM US 287.6 (315.5) - ARRAY BIOPHARMA ARRY US 128.4 (31.7) 64.0 AMERISTAR CASINO ASCA US 2,074.3 (22.3) (57.4) AMER AXLE & MFG AXL US 2,866.0 (120.8) 271.3 AUTOZONE INC AZO US 6,662.2 (1,550.1) (1,108.4) BERRY PLASTICS G BERY US 5,050.0 (313.0) 482.0 BLUELINX HOLDING BXC US 544.7 (20.6) 272.4 CINCINNATI BELL CBB US 2,872.4 (698.2) (51.9) CHOICE HOTELS CHH US 510.8 (548.9) 57.3 CIENA CORP CIEN US 1,885.2 (78.6) 741.2 TOWN SPORTS INTE CLUB US 403.9 (55.5) (7.8) COMVERSE INC CNSI US 823.2 (28.4) (48.9) CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CABLEVISION SY-A CVC US 7,246.2 (5,626.0) (319.5) CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CAESARS ENTERTAI CZR US 27,998.1 (331.6) 905.3 DELTA AIR LI DAL US 44,550.0 (2,131.0) (4,998.0) DENNY'S CORP DENN US 324.9 (4.5) (27.2) DUN & BRADSTREET DNB US 1,991.8 (1,014.3) (129.3) DOMINO'S PIZZA DPZ US 478.2 (1,335.5) 76.8 DIRECTV DTV US 20,555.0 (5,031.0) 13.0 DYAX CORP DYAX US 55.5 (51.6) 24.4 FERRELLGAS-LP FGP US 1,503.0 (42.3) (22.2) FIFTH & PACIFIC FNP US 902.5 (126.9) 36.4 FAIRPOINT COMMUN FRP US 1,798.0 (220.7) 31.1 FREESCALE SEMICO FSL US 3,171.0 (4,531.0) 1,186.0 FOREST OIL CORP FST US 2,201.9 (42.8) (101.2) GRAMERCY CAPITAL GKK US 2,168.8 (251.8) - GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 GENCORP INC GY US 1,385.2 (379.1) 32.0 HCA HOLDINGS INC HCA US 28,075.0 (8,341.0) 1,591.0 HOVNANIAN ENT-A HOV US 1,580.3 (481.2) 935.2 HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8) HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) INCYTE CORP INCY US 330.4 (175.0) 173.4 IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU JE CN 1,510.8 (273.1) (287.1) JUST ENERGY GROU JE US 1,510.8 (273.1) (287.1) LEHIGH GAS PARTN LGP US 303.2 (38.1) (18.9) LORILLARD INC LO US 3,396.0 (1,777.0) 1,176.0 L BRANDS INC LTD US 6,019.0 (1,014.0) 667.0 INFOR US INC LWSN US 5,846.1 (480.0) (306.6) MERRIMACK PHARMA MACK US 149.0 (6.4) 89.8 MARRIOTT INTL-A MAR US 6,342.0 (1,285.0) (1,298.0) MEDIA GENERAL-A MEG US 773.4 (176.2) 38.0 MONEYGRAM INTERN MGI US 5,150.6 (161.4) (35.5) MORGANS HOTEL GR MHGC US 591.2 (137.3) 17.7 MANNKIND CORP MNKD US 251.3 (110.7) (78.0) MODEL N INC MODN US 42.2 (11.1) (14.5) MERITOR INC MTOR US 2,341.0 (1,011.0) 224.0 NAVISTAR INTL NAV US 8,531.0 (3,309.0) 1,517.0 NATIONAL CINEMED NCMI US 810.5 (356.4) 129.6 NPS PHARM INC NPSP US 151.1 (54.6) 107.5 NYMOX PHARMACEUT NYMX US 2.1 (7.7) (1.6) ODYSSEY MARINE OMEX US 26.9 (20.8) (25.2) ORGANOVO HOLDING ONVO US 9.0 (27.4) 7.3 ORBITZ WORLDWIDE OWW US 834.3 (142.7) (247.7) PALM INC PALM US 1,007.2 (6.2) 141.7 PDL BIOPHARMA IN PDLI US 280.0 (68.1) 172.5 PHILIP MRS-BDR PHMO11B BZ 37,670.0 (1,853.0) (426.0) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PHILIP MORRIS IN PM US 37,670.0 (1,853.0) (426.0) PROTECTION ONE PONE US 562.9 (61.8) (7.6) PRIMEDIA INC PRM US 208.0 (91.7) 3.6 QUALITY DISTRIBU QLTY US 513.6 (18.4) 77.6 RALLY SOFTWARE D RALY US 35.8 (1.1) 1.3 REVLON INC-A REV US 1,236.6 (649.3) 88.1 REGAL ENTERTAI-A RGC US 2,209.5 (698.6) (129.7) REGULUS THERAPEU RGLS US 40.7 (8.5) 21.0 RLJ ACQUISITI-UT RLJAU US 0.0 (0.0) (0.0) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SINCLAIR BROAD-A SBGI US 2,729.7 (100.1) (3.2) SALLY BEAUTY HOL SBH US 1,969.9 (157.2) 637.4 SILVER SPRING NE SSNI US 417.7 (228.8) 43.3 TAUBMAN CENTERS TCO US 3,268.5 (344.9) - THRESHOLD PHARMA THLD US 89.5 (13.9) 70.2 TESORO LOGISTICS TLLP US 363.2 (18.1) 11.1 TETRAPHASE PHARM TTPH US 14.1 (3.2) 3.7 LIN TV CORP-CL A TVL US 1,241.4 (88.3) (182.6) UNISYS CORP UIS US 2,420.4 (1,588.7) 482.1 ULTRA PETROLEUM UPL US 2,007.3 (577.9) (388.2) VECTOR GROUP LTD VGR US 1,086.7 (79.3) 443.9 VISKASE COS I VKSC US 334.7 (3.4) 113.5 VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) VERISIGN INC VRSN US 2,062.5 (9.3) 948.4 WESTMORELAND COA WLB US 936.1 (286.2) (11.6) WEST CORP WSTC US 3,448.2 (1,249.7) 303.4 WEIGHT WATCHERS WTW US 1,218.6 (1,665.5) (229.9) ********* 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 ***