/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130422.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 22, 2013, Vol. 17, No. 110 Headlines 710 LONG RIDGE: U.S. Trustee Appoints 5-Member Committee ACCESSORIES MART: Obtains Summary Judgment in $50-Mil. Dispute ACCO BRANDS: Fitch Affirms 'BB' Rating on $500MM Unsecured Notes ADVANCED LIVING: U.S. Trustee Names 3 Members to Creditors Panel ADVANTAGE SALES: Moody's Lowers Rating on Debt Facilities to 'B1' ADVANTAGE SALES: S&P Affirms 'B+' Corporate Credit Rating AFFYMAX INC: To Layoff More Employees, May File for Bankruptcy AGC INC: Files for Chapter 11 with Deal to Sell to Harlow AGC INC: Case Summary & 20 Largest Unsecured Creditors AGFEED INDUSTRIES: Delays Form 10-K for 2012 AIRTOUCH COMMUNICATIONS: CFO, Two Other Executives Resign ALHAMBRA RESOURCES: Fails to File 2012 Audited Fin'l Statements AMBAC FIN'L: Unit Fails to Get Commissioner OK on Interest Payment AMERICA WEST RESOURCES: Can Employ Flaster/Greenberg as Counsel AMERICAN AIRLINES: Narrows Net Loss in 2013 First Quarter AMERICAN AIRLINES: Gets Revised Order for Trading Requirements ATARI INC: Affiliates File Schedules of Assets & Liabilities BEALL CORP: Files Amended Schedules of Assets & Liabilities BIG M: Mandee-Annie Sez-Afaze Auction Scheduled for May 8 CBAC BORROWER: S&P Assigns Prelim. 'B-' Corporate Credit Rating CBAC GAMING: Moody's Rates Proposed $300MM Debt Facilities 'B3' CENTRAL EUROPEAN: Withdraws $5-Mil Offer to Existing Shareholders COLLEGE BOOK: Trustee Can Hire KraftCPAs PLLC as Accountant CONFORCE INTERNATIONAL: Terminates Registration of Common Stock CONNAUGHT GROUP: Court Certifies Class in "Schuman" WARN Act Suit CUI GLOBAL: Registers Additional 1.6 Million Common Shares CYPRESS OF TAMPA: Court OKs Hiring of Habif Arogeti as Accountants D & L ENERGY: Has Interim Approval to Pay Bills DIMMITT CORN: Files Schedules of Assets & Liabilities EASTMAN KODAK: Sued by Ricoh for Patent Infringement EASTMAN KODAK: Exclusivity Extended; May File Plan by April 30 EDISON MISSION: Projects Two-Year Chapter 11 Reorganization ELITE PHARMACEUTICALS: First Shipment of Phentermine Capsules EMPRESAS OMAJEDE: Files Amended Schedules of Assets & Liabilities ERBA DIAGNOSTICS: Gets NYSE MKT Listing Non-Compliance Notice ESTATE FINANCIAL: Trustee Hires Susi & Gura as Special Counsel EXCEL MARITIME: Bankruptcy Filing Seen by Month's End EXODUS COMMUNICATIONS: Chapter 15 Case Summary FERRELLGAS PARTNERS: Moody's Affirms 'B1' CFR, Stable Outlook FHC HEALTH: S&P Raises Rating on $89MM 2nd-Lien Term Loan to 'B' FIRST SECURITY: Completes Strategic Recapitalization FREESCALE SEMICONDUCTOR: Fitch Affirms 'CCC' Issuer Default Rating GIM CHANNELVIEW: $420-Mil. Debt Facilities Get Moody's Ba3 Rating GLEN ROCK: Case Summary & 20 Largest Unsecured Creditors GLOBAL AVIATION: Teamsters Call for Costly Executive Search Halt GMX RESOURCES: Has Interim Access to $20 Million DIP Loan GREGORY WOOD: Bankruptcy Administrator Unable to Appoint Panel GROVES IN LINCOLN: Senior Living Facility Has June 12 Auction HAMPTON ROADS: To Sell $50 Million Worth of Securities HANDY HARDWARE: Gets Final OK to Incur Postpetition Financing HARDAGE HOTELS: Will Present Plan for Confirmation on May 2 HOSTESS BRANDS: Gets Court OK to Change Name After Sale Closing HOSTESS BRANDS: Agrees with Lenders to Modify Financing Orders IMMUCOR INC: Moody's Lowers Rating on $400MM Notes to 'Caa2' INSPIREMD INC: Offering 12.5-Mil. Common Shares at $2 Apiece JAYHAWK ENERGY: Appoints Interim CEO and Chairman JERRY'S NUGGET: Wants to Hire Lever Capital as Financing Broker K-V PHARMACEUTICAL: Committee Can Hire Duff & Phelps, FourSquare LEE'S FORD DOCK: Wants to Hire Baldwin CPAs as Accountants LEHMAN BROTHERS: Sues Bank Over Words 'Immediately Preceding' LIBERTY TIRE: Moody's Keeps Caa1 CFR & Revises Outlook to Stable LINDSAY GENERAL: Taps Evan M. Altman & George Geeslin as Attorneys LYON WORKSPACE: Lender Wins Sale Mostly on Credit Bid MELBYE SKANDINAVIA: Provides Update on Early Warning Reports MEDICAL CARD: Moody's Confirms 'Caa3' Corp. Family Rating MILAGRO OIL: S&P Lowers Corporate Credit Rating to 'CCC-' MOMENTIVE PERFORMANCE: Amends 2012 Periodic Reports MOSS FAMILY: Wants Exclusivity Extension Until May 31 MUSCLEPHARM CORP: Barry Honig Discloses 5.8% Stake at March 28 NATURAL PORK: Bose McKinney Okayed as Indiana Real Estate Counsel NATURAL PORK: Committee Taps Cutler Law Firm as Associate Counsel NCL CORP: Expected Revenue Gains Prompt Moody's to Up CFR to Ba3 NESBITT PORTLAND: Hires Ernst & Young as Auditor NEW LEAF: Case Summary & Unsecured Creditor OCALA SHOPPES: Files Amended Schedules of Assets & Liabilities OCEAN DRIVE: Hotel Sold, Seeks Case Dismissal OHI INTERMEDIATE: S&P Retains 'B+' Corporate Credit Rating OSAGE EXPLORATION: Sunstone Discloses 4.9% Stake at April 8 OVERSEAS SHIPHOLDING: Ian Blackley Replaces Myles Itkin as CFO OVERSEAS SHIPHOLDING: Oslo Asset Holds 5.7% Stake at April 10 OVERSEAS SHIPHOLDING: Affiliates File Schedules of Assets, Debts PACIFIC GOLD: Incurs $16.6 Million Net Loss in 2012 PGA FLYOVER: Case Summary & 20 Largest Unsecured Creditors PLAZA MEXICO: To Be Reinstated as Defendant in Workers' FLSA Suits PLAZE INC: Moody's Rates Proposed $275MM Proposed Debt 'B2' POWELL STEEL: Files Schedules of Assets & Liabilities POWELL STEEL: U.S. Trustee Unable to Appoint Creditors Committee PUERTO DEL REY: Files Amended Schedules of Assets & Liabilities RAJON REALTY: Case Summary & 2 Unsecured Creditors RAM OF EASTERN N.C.: Taps Pittard Perry as Accountant RESIDENTIAL CAPITAL: Noteholders Want to Sue With Committee REVEL AC: Gets Final Court Approval for $250-Mil. DIP Financing REVEL AC: Casino's Tax Assessment Fixed at $1.15 Billion REVOLUTION DAIRY: Court OKs Hiring of Genske Mulder as Accountants REVOLUTION DAIRY: Court Okays Hiring of Prince Yeates as Counsel REVOLUTION DAIRY: Committee Taps Snell & Wilmer as Counsel RHP HOTEL: S&P Assigns 'BB' Rating to $1BB Sr. Secured Debt RIVER CANYON: Court Approves Christopher L. Richardson as Mediator SAN DIEGO HOSPICE: Committee Given Plan-Filing Rights SCIENTIFIC LEARNING: Completes Debt Placement of $4.6 Million SCOOTER STORE: Socked With Lawsuit for Mass Firings SCOOTER STORE: Meeting to Form Creditors' Panel on April 25 SCOOTER STORE: Case Summary & 30 Largest Unsecured Creditors SEANERGY MARITIME: In Restructuring Talks; Defaults on Loan SELCO CONSTRUCTION: Case Summary & 8 Unsecured Creditors SINCLAIR BROADCAST: To Acquire Fisher Communications for $373MM SINCLAIR BROADCAST: Has New $500MM Credit Facility with JPMorgan SPANISH BROADCASTING: Transfers Listing to NASDAQ Capital Market SPRINT NEXTEL: Amendment 3 to Rule 13E-3 Transaction Statement STABLEWOOD SPRINGS: Court Dismisses SRS Application as Moot SUNTECH POWER: European Subsidiary Granted Provisional Moratorium TNP STRATEGIC: Has Forbearance with KeyBank Until July 31 TPF GENERATION: S&P Assigns Prelim. 'B+' Rating on $425MM Loan UNITED WESTERN: Lawsuit Failed, Case Converted to Liquidation US POSTAL: CCAGW Urges Congress to Allow Reform VANDERRA RESOURCES: Can Hire Grant Thornton as Accountants VIVARO CORP: Court Approves Hiring of UHY as Accounting Providers VIVENDI PARTNERS: Case Summary & 7 Unsecured Creditors VPR OPERATING: U.S. Trustee Names 5 to Creditors Committee VS FOX RIDGE: Court Appoints David L. Miller as Chapter 11 Trustee VUZIX CORP: Amends Form S-1 Registration Statement with SEC WARREN'S CORNER: Case Summary & 2 Unsecured Creditors WELCH ENTERPRISES: Court Okays Hiring of Barry Friedman as Counsel WYLDFIRE ENERGY: Hires Lain Faulkner as Accountants * Fitch: Mixed Recoveries in U.S. Retail Bankruptcies * Moody's Report Notes Improvement in Global Economy in 1Q * Fitch Says U.S. Pub Fin Downgrades Exceed Upgrades in 2013 1Q * Fitch Says U.S. Credit Card Delinquencies to Reach New Lows * Roetzel Partner Selected as President & Chairman of BLES * BOND PRICING: For Week From April 15 to 19, 2013 ********* 710 LONG RIDGE: U.S. Trustee Appoints 5-Member Committee -------------------------------------------------------- Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed five members to the Official Unsecured Creditors' Committee in the Chapter 11 case of 710 Long Ridge Road Operating Company II LLC. The Committee members are: 1) Suzanne Clark New England Health Care Employees Union Dist. 1199 SEIU 77 Huyshope Avenue Hartford, CT 06106 Telephone: (860) 549 1199 Facsimile: (860) 251 6049 2) Raymond Crouse, Chairman Healthcare Services Group 3220 Tillman Drive, Suite 3000 Bensalem, PA 19020 Telephone: (267) 525 8514 Facsimile: (267) 525 8614 3) Michael Lichter Culinary Depot, Inc. 2 Melnick Drive Monsey, NY 10952 Telephone: (845) 352 8200 Facsimile: (845) 352 2700 4) Dennis Zierden Joerns Healthcare, LLC 2430 Whitehall Park Drive, Suite 100 Charlotte, NC 28273 Telephone: (800) 826 0270 Ext. 5560 Facsimile: (715) 342 7340 5) William Mayo WB Mason Company 535 Secaucus Road Secaucus, NJ 07094 Telephone: (201) 937 4519 Facsimile: (877) 348 2591 About 710 Long Ridge 710 Long Ridge Road Operating Company II, LLC and four affiliates own sub-acute and long-term nursing care facilities for the elderly in Connecticut. The facilities, which are managed by HealthBridge Management LLC, are Long Ridge of Stamford, Newington Health Care Center, Westport Health Care Center, West River Health Care Center, and Danbury Health Care Center. 710 Long Ridge and its affiliates sought Chapter 11 protection (Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013 to modify their collective bargaining agreements with the New England Health Care Employees Union, District 1199, SEIU. The Debtors owe $18.9 million to M&T Bank and $7.99 million on loans from the U.S. Department of Housing and Urban Development Federal Housing Administration. Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, serve as counsel to the Debtors. Logan & Company, Inc. is the claims and notice agent. Alvarez & Marsal Healthcare Industry Group, LLC, is the financial advisor. ACCESSORIES MART: Obtains Summary Judgment in $50-Mil. Dispute -------------------------------------------------------------- Stanford Regency Plaza, a 400,000-square-foot commercial complex sitting unfinished in Los Angeles' fashion district for several years can now celebrate a court decision holding the prior developers liable for almost $25 million in unpaid construction loan debt. Greenberg Glusker's Judy Man-Ling Lam obtained a motion for summary judgment in favor of the plaintiffs, Accessories Mart, LLC, which clears the path to collect from the prior developers and proceed to develop 130 condo-style commercial stores in the heart of LA's apparel district. "My client is a company founded by experienced businessmen from Asia who recognized a valuable opportunity in this distressed asset. They sought our legal help to maximize their recovery on the distressed loan, manage a complex set of litigation on multiple fronts, clean up the title and lien issues, and to advise on real estate development issues for this project -- their first major venture in Los Angeles," said Ms. Lam. "We navigated through a labyrinth of competing litigation claims and development hurdles, using our litigation strategy, industry experience and cross-cultural skills to achieve our client's goals." Ms. Lam was assisted by Greenberg Glusker litigation attorney Lori L. Werderitch and by Ryan Iwasaka, chair of the Firm's Real Estate Group. To become the owner of the Stanford Regency property, Accessories Mart purchased a $50 million loan from East-West Bank and became embroiled in lender liability litigation brought by the borrower and 10 guarantors, Benhoor Hanasabzadeh, et al. The lender liability suit jeopardized the property, the loan and the guaranties from 12 guarantors. While the property stood unfinished and open to the elements during the pending litigation, Accessories Mart had to overcome over $2 million in mechanic's liens and other title issues, two bankruptcy filings and injunction requests by the borrower, and the defendants' claim of lender misconduct which was hoisted onto Accessories Mart as the purchaser of the loan. After foreclosing on the project in downtown LA, Accessories Mart filed and won a motion for summary judgment on the guaranties, achieving the right to recover more than $25 million. Los Angeles Superior Court Judge Ramona G. See granted Lam's client's motion on February 15, 2013 and entered summary judgment in their favor and against the guarantor defendants for more than $25 million. ACCO BRANDS: Fitch Affirms 'BB' Rating on $500MM Unsecured Notes ---------------------------------------------------------------- Fitch Ratings has affirmed the ratings for ACCO Brands Corporation and its subsidiary ACCO Brands Canada, Inc. as follows: ACCO -- Long-term Issuer Default Rating (IDR) at 'BB'; -- $250 million senior secured revolving credit facility at 'BB+; -- $548 million in senior secured term loans at 'BB+'; -- $500 million senior unsecured 6.75% notes due April 2020 at 'BB'. ACCO Brands Canada, Inc: -- $25 million senior secured term loan at 'BB+'. The bank revolving credit facility and term loans are also guaranteed by the ACCO and domestic and Canadian subsidiaries. This action affects approximately $1.048 billion of outstanding debt. The Rating Outlook is Stable. KEY RATING DRIVERS: The ratings and Outlook reflect ACCO's improved business profile since its merger with MeadWestvaco Corporation's Consumer and Office Products business (Mead) on May 1, 2012. Mead increased the company's emerging market presence and lessened its exposure to struggling economies in Europe and Australia. The company's leading market position combined with cost control efforts have resulted in consistent operating income and sequential margin improvements. Moreover, liquidity is ample, and the company's free cash flow (FCF) should improve substantially in the near term. Fitch expects ACCO's credit protection measures to strengthen as discussed below. The ratings also incorporate that ACCO operates in the office products industry, which is cyclical and experiencing secular declines in a modest portion of product lines or end use customers such as commercial printers. As a result, ACCO organic growth rate has been negative for much of the past five years. ACCO experienced revenues declines of approximately 20% in 2008 and 2009 that were mainly attributed to the U.S. recession. Slow growth developed markets and economic contraction in Europe and Australia have provided the latest pressure points during 2012. Further, the merger of OfficeMax Incorporated and Office Depot, Inc., which in combination accounted for 15% of the company's revenues last year, could have a modest negative impact on volumes after 2013. All of these factors contribute to a difficult operating environment and Fitch's expectations that organic volumes will continue being negative into 2013. Mead revenues are likely to be the major driver of top line growth this year. Financial Performance and Expectations: Despite industry dynamics, ACCO's liquidity and credit protection measures continue to improve. ACCO's revenues increased 33% to $1.8 billion last year primarily due to the Mead acquisition which more than offset organic declines and negative foreign exchange translation. EBIT margins have improved sequentially since the 2008 low of 6.5%, ending 2012 at 9.8%. With a full year of Mead revenues in 2013, Fitch expects the company's revenues to be in the $2 billion range which will bring the company even with pre- recession levels. EBIT margins should also continue to improve with the higher margin Mead business and the company's strong history on controlling costs. Fitch anticipates that EBITDA will improve to the $300 million range from $227 million in 2012 with the sales leverage to be garnered from Mead. Importantly, FCF should also improve substantially from the negative $38 million in 2012 as it was hampered by almost $70 million in non-recurring acquisition or refinancing related fees. Additionally working capital increased with the Mead acquisition and should normalize next year. Fitch estimates that FCF should comfortably exceed the $100 million range in 2013 and 2014. Leverage has trended down as expected from more than 8x in 2Q12 when the acquisition closed, to 4.7x at Dec. 31, 2012 despite only having 7 months of Mead revenues and profits. EBITDA growth and the company's goal to direct most of its FCF toward debt reduction should see leverage in the sub 4x range at the end of 2013. Liquidity and Debt: ACCO had good liquidity of $288 million at year end comprised mostly of $239 million in revolver availability. As discussed previously, liquidity should also be buttressed by strong FCF in 2013 much of which will be directed toward debt reduction. Required debt amortization is minimal from 2013 to 2014 with less than $2 million due annually in 2013 and 2014 and $52 million in 2015. The bank credit facility and term loans are secured by a first- priority lien on substantially all assets. There is also a maximum leverage covenant of 4.5 times (x) and a minimum interest covenant of 3x. Both become more restrictive over time. ACCO has a comfortable cushion in these key financial covenants. RATING SENSITIVITIES: An upgrade beyond the 'BB' range is not anticipated in the near term. ACCO's credit ratings are limited by its position as a consolidator in the industry. This strategy may lead to periodic increases in leverage. Providing that there is no major global recession, the company's plan to reduce debt with improved FCF makes it more likely than not that the company's credit profile will strengthen in the near term. However, the rating is unlikely to be changed unless there is a more permanent change in the company's business strategy. Future developments that may, individually or collectively, lead to a negative rating action include: A large debt-financed acquisition without a concrete plan to reduce debt meaningfully in the 4x range in the 18-24 month time frame could lead to a negative rating action. Of note, due to the tax-free structure utilized in the Mead acquisition, ACCO is limited in the amount of stock that it can issue to make acquisitions or raise additional capital for two years without potentially incurring significant taxes. As a result, any sizeable near-term acquisitions are likely to be debt financed and in combination with a material increase in taxes, could have a negative implication. Material revenue and profit declines in a long-tenured cyclical downturn would also be of concern. ADVANCED LIVING: U.S. Trustee Names 3 Members to Creditors Panel ---------------------------------------------------------------- U.S. Trustee Judy A. Robbins appointed three members to the Official Unsecured Creditors' Committee in the Chapter 11 case of Advanced Living Technologies, Inc. The Committee members are: 1) Shane Reed - Interim Chair Medline Industries One Medline Place Mundelein, IL 60060 Telephone: (847) 643-4087 Facsimile: (866) 527-2685 E-mail: sreed@medline.com 2) Care Specialties, Inc. - member 2801 Oakmont Dr., Ste. 900 Round Rock, TX 78665 ATTN: Bill Ratfield, President Telephone: (512) 263-4000 Facsimile: (512) 263-7440 3) Ally Phillipsen - member Hallmark Rehabilitation GP, LLC 27442 Portola Pkwy, Suite 200 Foothill Ranch, CA 92610 Telephone: (949) 380 2038 Facsimile: (949) 282 5952 E-mail: aphillipsen@hrehab.com About Advanced Living Technologies Advanced Living Technologies, Inc., owner of six skilled nursing facilities throughout Texas, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell substantially the facilities as a going-concern in two months. The Debtor previously sought Chapter 11 protection in January 2008 (Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May 2008. In the new Chapter 11 case, the Debtor has tapped Hohmann, Taube & Summers, LLP, as counsel, CohnReznick LLP, as financial advisor, and RBC Capital Markets, LLC, as investment banker. As of the new Chapter 11 filing, the Debtor had total assets of $12 million and liabilities of $25 million. ADVANTAGE SALES: Moody's Lowers Rating on Debt Facilities to 'B1' ----------------------------------------------------------------- Moody's Investors Service affirmed the B2 corporate family rating of Advantage Sales & Marketing Inc. and lowered the ratings on its first lien senior secured credit facilities to B1 from Ba3. The ratings outlook was revised to positive from stable. Moody's also affirmed the B2-PD probability of default rating and the Caa1 rating on the second lien senior secured term loan. The company is seeking to amend both the first and second lien credit agreements to permit a tack-on issuance, which will increase the first lien term loan by $90 million and the second lien term loan by $30 million. Proceeds from the additional debt will be used to refinance the $110 million mezzanine term loan (unrated). The downgrade of the first lien senior secured credit facilities to B1 from Ba3 reflects reduced cushion given the expected redemption of the contractually subordinated mezzanine term loan, as per Moody's Loss Given Default Methodology. The change in the ratings outlook to positive from stable reflects ASM's solid operating performance in recent periods and Moody's expectation that new client wins will contribute to further earnings expansion such that credit metrics improve. Ratings downgraded: $100 million first lien senior secured revolving credit facility due 2015 to B1 (LGD3, 35%) from Ba3 (LGD3, 32%) $995 million (upsized from $905 million) first lien senior secured term loan due 2017 to B1 (LGD3, 35%) from Ba3 (LGD3, 32%) Ratings affirmed: Corporate family rating at B2 Probability of default rating at B2-PD $330 million (upsized from $300 million) second lien senior secured term loan due 2018 at Caa1 (LGD5, 87%). Revised from (LGD5, 82%). Ratings Rationale: The B2 corporate family rating reflects ASM's high leverage with debt to EBITDA levels expected to decrease to around 5.5 times over the next 12 to 18 months, modest free cash flow generation, some customer concentration, ongoing acquisition risk and the potential for dividends given ownership by private equity. Notwithstanding these concerns, the rating is supported by ASM's large-scale within the sales and marketing agency ("SMA") industry, significant barriers to entry, the resilience of its operating performance during the economic downturn, a highly variable cost structure, track-record of revenue and earnings growth, the stable nature of the underlying products it represents, and solid pro forma interest coverage metrics. The ratings could be upgraded if ASM organically grows its earnings such that debt to EBITDA sustainably approaches 5.0 times, EBITDA less capex to interest exceeds 2.5 times, and free cash flow as a percentage of debt is in the high single-digit range. An upgrade would also require commitment to conservative financial policies with regards to dividends and acquisitions. Moody's could revise the ratings outlook back to stable if EBITDA does not expand such that debt to EBITDA remains around 6.0 times. The ratings could be downgraded if an erosion in operating performance or a debt financed acquisition/dividend results in sustained debt to EBITDA approaching 7.0 times, EBITDA less capex to interest approaching 1.5 times, or free cash flow as a percentage of debt of less than 2%. The principal methodology used in this rating 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. Advantage Sales & Marketing Inc. is a national SMA in the U.S., providing outsourced sales, marketing and merchandising services to manufacturers, suppliers and producers of consumer packaged goods. ADVANTAGE SALES: S&P Affirms 'B+' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings, including the 'B+' corporate credit rating, and stable outlook on Irvine, Calif.-based sales and marketing agency Advantage Sales & Marketing Inc. remain unchanged following the announced refinancing transaction. The company intends to increase its existing $907.5 million first-lien secured term loan by $90 million and its existing $300 million second-lien secured term loan by $30 million in order to repay its $110 million mezzanine debt. The transaction is nearly neutral to credit metrics. The 'B+' issue rating and '4' recovery rating on the first-lien secured term loan due December 2017 remain unchanged. The '4' recovery rating indicates S&P's expectation of average (30% to 50%) recovery for first-lien secured lenders in the event of a payment default. The 'B-' issue rating and '6' recovery rating on the second-lien secured term loan due June 2018 also remain unchanged. The '6' recovery rating indicates S&P's expectation of negligible (0% to 10%) recovery for second-lien secured lenders in the event of a payment default. S&P estimates the company will have nearly $1.4 billion in debt outstanding following the refinancing transaction. The ratings on Advantage Sales & Marketing reflect S&P's assessment that the company's business risk profile will remain "fair" and its financial risk profile will remain "highly leveraged" over the next year. S&P's business risk profile assessment primarily reflects the favorable industry dynamics and S&P's belief that Advantage will increase sales and profits as consumer packaged goods (CPG) producers will increase outsourcing of sales and marketing functions. Primary factors in S&P's financial risk profile assessment include weak credits ratios, an "adequate" liquidity profile, and its view that financial policy is "very aggressive." S&P forecasts total debt to EBITDA will remain between 5x and 6x and funds from operations to total debt will remain at or below 12%, which is consistent with a "highly leveraged" financial risk profile. Ratings List Advantage Sales & Marketing Inc. Corporate credit rating B+/Stable/-- Ratings Unchanged Advantage Sales & Marketing Inc. Senior secured First-lien term loan B+ Recovery rating 4 Second-lien term loan B- Recovery rating 6 AFFYMAX INC: To Layoff More Employees, May File for Bankruptcy -------------------------------------------------------------- Affymax, Inc., disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that in view of the Company's limited resources and funds, it plans to explore various strategic alternatives, including a sale of the company or its assets, a corporate merger, wind-down of operations or even bankruptcy proceedings. In its annual report for the year ended Dec. 31, 2012, the Company reported a net loss of $93.41 million on $94.37 million of total revenue, as compared with a net loss of $61.36 million on $47.72 million of total revenue for the year ended Dec. 31, 2011. The Company has recurring operating losses with nearly all of the Company's revenues resulting from the collaboration with Takeda Pharmaceutical Company Limited related to the development and commercialization of OMONTYS. On Feb. 23, 2013, the Company and Takeda announced a nationwide voluntary recall of OMONTYS as a result of postmarketing reports regarding safety concerns, including anaphylaxis, which can be life-threatening or fatal. As a result of the voluntary recall of OMONTYS, all marketing activities have been suspended and there is significant uncertainty as to when or if the Company will be able to reintroduce OMONTYS. "We will continue to review our operations as we discuss with Takeda the roles and responsibilities of the parties in addressing our regulatory and other obligations resulting from the OMONTYS recall. In any event, we plan to continue to make efforts to substantially reduce our operating costs, which will likely include further reductions in force as we endeavor to conserve our cash resources," the Company said in the filing. The Company is in discussions with, and is planning to seek further assistance and support from Takeda as it transitions from a commercial operating company to a company potentially without any product. The Company is undertaking steps to reduce all of its outstanding obligations to third parties and is dependent on those efforts to continue operations even in the near term. In March 2013, the Company commenced a re-organization plan to reduce operating costs, which included a reduction in force of approximately 230 employees. About Affymax, Inc. Affymax, Inc. -- http://www.affymax.com-- is a biopharmaceutical company based in Palo Alto, California. Affymax's mission is to discover, develop and deliver innovative therapies that improve the lives of patients with kidney disease and other serious and often life-threatening illnesses. AGC INC: Files for Chapter 11 with Deal to Sell to Harlow --------------------------------------------------------- AGC Incorporated on April 19 disclosed that it filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the District of Connecticut on April 16, 2013 and that it has initiated proceedings in the bankruptcy in connection with the potential sale of substantially all of the assets of the company. Harlow Aerostructures LLC has entered into an Asset Purchase Agreement with the company, which includes a purchase price of $5,700,000 in cash, and will be the stalking-horse bidder in an auction currently scheduled for May 13, 2013. AGC negotiated the Harlow Aerostructures LLC bid with the assistance of its investment bankers, Alderman & Company Capital. AGC has been authorized by the bankruptcy court to proceed with the auction, provided the company receives additional qualified bids. The Harlow Aerostructures LLC bid will serve as the opening bid in any auction and a final sale will be made to the highest and best offer, subject to approval of the bankruptcy court. The following dates have been set by the court: i) the bid deadline is May 8, 2013; ii) the auction will take place on May 13, 2013; and iii) a court hearing to authorize the sale to the highest or otherwise best bidder will commence on May 20, 2013. Qualified parties interested in bidding for the assets of AGC should contact Alderman & Company Capital, at the following address: William H. Alderman, President; Alderman & Company Capital, LLC; 20 Silver Brook Rd., Ridgefield, Conn. 06877. Tel: (203) 244-5680; Mobile: (914) 414-4070; Fax: (203) 779-1122; walderman@aldermancapital.com Headquartered in Meriden, Connecticut, AGC Inc. -- http://www.agcincorporated.com-- manufactures and repairs precision components and assemblies for the aerospace industry. AGC's unique market niche is titanium hot forming and combination bonding, including rubber to metal, plastic to metal and urethane to metal. Included in the product base is the manufacture of fan exit vane assemblies and low-pressure compressor stators. AGC had $16.6 million in revenue during the most recent fiscal year, ending February 28, 2013. AGC INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: AGC, Inc. 106 Evansville Ave. Meriden, CT 06451 Bankruptcy Case No.: 13-30681 Chapter 11 Petition Date: April 16, 2013 Court: United States Bankruptcy Court District of Connecticut (New Haven) Judge: Lorraine Murphy Weil Debtor's Counsel: Eric S. Goldstein, Esq. Kathleen M. LaManna, Esq. SHIPMAN & GOODWIN LLP One Constitution Plaza Hartford, CT 06103 Tel: (860) 251-5059 Fax: (860) 251-5312 E-mail: egoldstein@goodwin.com klamanna@goodwin.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb13-30681.pdf The petition was signed by R. Bruce Andrews, president and chief executive officer. AGFEED INDUSTRIES: Delays Form 10-K 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. The timing of the filing of the 2012 Form 10-K is subject to a number of factors, some of which are beyond the Company's control, including: (1) the Company's ongoing work in connection with restating certain financial statements and the closing of its books for its financial statements as of and for the year ended Dec. 31, 2012; (2) the continuing audit of the foregoing financial statements; and (3) the constraints that have been placed or that may be placed on the Company and its auditors with regard to the matters described in clauses (1) and (2) as a result of the financial and liquidity issues faced by the Company and its subsidiaries, including AgFeed USA, LLC, which accounted for approximately 70% of the Company's 2011 revenues. The Company expects that any audit report by its independent accountants with respect to the financial statements to be contained in the 2012 Form 10-K will contain a modification regarding the Company's ability to continue as a going concern. This is a result of the continuing financial and liquidity issues facing the Company and its subsidiaries, including the previously disclosed fact that AgFeed USA is operating under a short-term forbearance agreement with its lenders. 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. AIRTOUCH COMMUNICATIONS: CFO, Two Other Executives Resign --------------------------------------------------------- Jerome Kaiser resigned as chief financial officer and secretary of AirTouch Communications, Inc., on April 4, 2013. On March 20, 2013, Tom Quan and Hidekazu Nakama resigned as Executive Vice President of Sales & Marketing and Vice President of Research & Development of the Company, respectively. About AirTouch Communications AirTouch Communications, Inc., formerly Waxess Holdings, Inc., is a technology firm, located in Newport Beach, Cal., that was incorporated in 2008 and designs innovative and state-of-the-art wireless routers, stationary signal-enhanced cell phones, and ?Triple Play' (Voice/Data/Video over IP) portals. The Company offers its HomeConneX (R) products through the dealer network of a major wireless carrier and its SmartLinX TM products through various distributors in the US and Mexico. As reported in the TCR on March 26, 2012, Anton & Chia, LLP, in Irvine, California, expressed substantial doubt about Waxess Holdings' ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has sustained accumulated losses from operations totaling $16 million at Dec. 31, 2011. The Company's balance sheet at June 30, 2012, showed $4.7 million in total assets, $1.9 million in total liabilities and stockholders' equity of $2.8 million. ALHAMBRA RESOURCES: Fails to File 2012 Audited Fin'l Statements --------------------------------------------------------------- Alhambra Resources Ltd. on April 19 disclosed that the Company will not be able to file its annual audited financial statements, management's discussion and analysis and CEO and CFO certificates (collectively, the "2012 Annual Audited Financial Statements") by the filing deadline of April 30, 2013 as prescribed by National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51- 102"). This is due to a current lack of funds to remunerate the Corporation's auditors. Don McKechnie, Alhambra's Chief Financial Officer explained, "We anticipate we will be successful in completing a financing which the Corporation has been pursuing that will provide Alhambra with the necessary financial resources required to complete and file the 2012 Annual Audited Financial Statements by the end of June 2013." Until Alhambra completes the filing of the 2012 Annual Audited Financial Statements, Alhambra will comply with the alternative information guidelines set out in National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults for issuers who have failed to comply with a specified continuous disclosure requirement within the times prescribed by applicable securities laws. The guidelines, among other things, require Alhambra to issue bi-weekly default status reports by way of a news release so long as the 2012 Annual Audited Financial Statements have not been filed. Alhambra has made an application to the applicable regulatory authorities for a management cease trade order. There is no certainty that such order will be granted. If a MCTO is granted, the general investing public will still be able to trade Alhambra listed common shares, however, the Corporation's Chief Executive Officer, Chief Financial Officer and such other directors, officers and persons as determined by the applicable regulatory authorities, will not be able to trade Alhambra shares. If a MCTO is not granted, the applicable regulatory authorities may issue a cease trade order against Alhambra for failure to file the 2012 Annual Audited Financial Statements within the prescribed time period. About Alhambra Alhambra -- http://www.alhambraresources.com-- is a Canadian based international exploration and production corporation producing gold in Kazakhstan. Alhambra common shares trade in Canada on the TSX Venture Exchange under the symbol ALH, in the United States on the Over-The-Counter Pink Sheets Market under the symbol AHBRF and in Germany on the Frankfurt Open Market under the symbol A4Y. AMBAC FIN'L: Unit Fails to Get Commissioner OK on Interest Payment ------------------------------------------------------------------ Ambac Assurance Corporation on April 18 disclosed that the Commissioner of Insurance of the State of Wisconsin has disapproved the requests of Ambac Assurance and the Segregated Account of Ambac Assurance to pay accrued interest on all outstanding Surplus Notes issued by Ambac Assurance and the Segregated Account on the next scheduled interest payment date of June 7, 2013. Ambac Assurance is a guarantor of public finance and structured finance obligations, and is the principal operating subsidiary of Ambac Financial Group, Inc. About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-15973) in Manhattan on Nov. 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor- in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed US$30.05 billion in total assets, US$31.47 billion in total liabilities, and a US$1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of (US$394.5 million) and total liabilities of US$1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about US$1.62 billion. Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L. Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's bankruptcy counsel. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. KPMG LLP is tax consultant to the Debtor. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Lazard Freres & Co. LLC is the Committee's financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Ambac Financial Group and the restructuring proceedings of Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945- 7000). AMERICA WEST RESOURCES: Can Employ Flaster/Greenberg as Counsel --------------------------------------------------------------- America West Resources Inc. and its affiliates sought and obtained permission from the U.S. Bankruptcy Court for the District of Nevada to employ the law firm of Flaster/Greenberg P.C. as their counsel, nunc pro tunc to the Petition Date. The Debtors aver that the employment of counsel is necessary to aid the Debtors in the performance of their duties. Before the filing, the Debtors paid Flaster a retainer totaling $100,000. The Debtors have agreed that Flaster will be paid for services at these rates: Personnel Position Hourly Rate --------- -------- ----------- Steven D. Usdin, Esq. Shareholder $490 William J. Burnett, Esq. Shareholder $475 Eugene J. Chikowski, Esq. Shareholder $480 Harry j. Giacometti, Esq. Shareholder $745 Nella M. Bloom, Esq. Associate $305 Kristan L. Howard, Esq. Associate $310 Eric J. Van, Esq. Associate $305 Additional attorneys may be assigned to the case as needed; however, no attorney's rate will exceed $490 per hour. Flaster will also seek reimbursement of its expenses pursuant to its policies. The Debtors believe that Flaster is a "disinterested" person as that term is defined in 11 U.S.C. Sec. 101(14). About America West Based in Salt Lake City, Utah, America West Resources Inc. is a domestic coal producer engaged in the mining of clean and compliant (low-sulfur) coal. The majority of the Company's coal is sold to utility companies for use in the generation of electricity. America West Resources and three affiliates sought Chapter 11 protection (Bankr. D. Nev. Case Nos. 13-50201 to 13-50204) on Feb. 1, 2013, in Reno, Nevada. Nevada Bankruptcy Judge Bruce A. Markell on Feb. 5, 2013, entered an order transferring the bankruptcy case from Reno to Las Vegas. America West disclosed assets of $18.3 million and liabilities of $35.5 million as of Dec. 31, 2012. America West has tapped the law firm of Flaster/Greenberg P.C. as reorganization counsel; the Law Office of Illyssa I. Fogel as local counsel; and consulting firm CFCC Partners, LLC, as financial advisor. AMERICAN AIRLINES: Narrows Net Loss in 2013 First Quarter --------------------------------------------------------- AMR Corporation, the parent company of American Airlines, Inc., on April 18 reported results for the first quarter ended March 31, 2013. Key highlights include: -- Revenue of $6.1 billion, the highest first quarter revenue in company history -- Net profit of $8 million, excluding reorganization and special items, a $256 million improvement year-over-year, and AMR's first profitable first quarter since 2007 -- Operating profit of $125 million, excluding special items, a $203 million improvement over first quarter 2012. GAAP operating profit of $52 million, a $141 million improvement year-over-year -- Consolidated unit costs, excluding fuel and special items, improved 3.2 percent year-over-year, marking the second consecutive quarter of non-fuel unit costs reduction -- Building on its fleet renewal momentum, American took delivery of 12 new aircraft in the first quarter (nine 737-800s and three 777-300ERs) -- On April 15, AMR filed its Plan of Reorganization and Disclosure Statement; the hearing to consider approval of the Disclosure Statement is scheduled for June 4 -- On April 15, AMR filed its Registration Statement with the SEC to move forward with its anticipated merger with US Airways "Thanks to the entire American team, we have made great progress in building the new American. For the first time in six years, we produced a first quarter profit, excluding reorganization items and special charges, and our fourth consecutive quarterly operating profit," said Tom Horton, AMR's chairman, president and CEO. "And the momentum is building. We have raised revenues and built a competitive cost structure and sound foundation for the future. We're investing in hundreds of new aircraft and industry- leading products and have renewed our iconic American brand. Looking forward, our pending merger with our partners at US Airways positions American to be the world's leading airline. With great work by everyone on the American team, the new American is taking flight." In the first quarter, AMR reported a net profit of $8 million, excluding reorganization and special items, a $256 million improvement compared to the prior-year period. AMR incurred a GAAP net loss of $341 million versus a GAAP net loss of $1.7 billion in the first quarter of 2012. First quarter results were negatively impacted by $349 million of reorganization and special items, which are detailed below. Restructuring Progress AMR is on track to realize savings targeted in the restructuring process. To date, AMR has completed the majority of its financial restructuring, including reducing debt, renegotiating aircraft leases and facilities agreements, grounding older aircraft, rationalizing the regional fleet, renegotiating supplier relationships, and making a number of other important changes. "The fundamental changes we have been able to achieve in streamlining our cost structure and making our operations more efficient are yielding substantial results," said Bella Goren, AMR's chief financial officer. "Building on the substantial progress that is evident in our results, we are continuing to implement initiatives that create greater value for our financial stakeholders, employees and customers." Year-over-year cost reductions in salary, benefit and non- operating expenses were driven by AMR's restructuring efforts. Through the restructuring process, American reached six-year agreements with all workgroups and reduced management positions, making American's management staffing the leanest among network carriers. AMR also realized improvements in depreciation and amortization expense, offset by increased aircraft rent expense with the company taking delivery of a combined 36 new modern, fuel efficient Boeing 737-800 and 777-300ER aircraft over the past 12 months, all of which have been leased. American is in the midst of significant renewal and transformation of its fleet and expects to take delivery of 59 new mainline aircraft during 2013. Throughout the remainder of the year, AMR expects to realize additional savings improvements as the company gains court approval to implement new terms negotiated with certain vendors and suppliers. It also plans to build on momentum from restructuring by implementing new scope clauses established in new labor agreements that will enable AMR to compete more effectively in certain markets by better matching aircraft size with demand as American begins operating larger regional jets and expands codeshare agreements. Revenue Performance For the first quarter of 2013, AMR reported consolidated revenue of $6.1 billion, approximately 1.0 percent higher compared to the prior-year period on 1.3 percent less capacity. First quarter consolidated and mainline passenger revenue per available seat mile (PRASM) increased 2.6 percent and 2.7 percent year-over-year, respectively. Consolidated revenue performance was driven by record passenger yield, or average fares paid, of 16.27 cents per mile, a 0.6 percent year-over-year improvement, and strong consolidated and mainline load factors, or percentage of seats filled, of 79.9 percent and 80.6 percent, respectively. Domestic PRASM improved 2.7 percent in the first quarter versus the first quarter of 2012, with PRASM increases across all five of American's hubs, with the Los Angeles and Chicago hubs showing particular strength. International PRASM increased 2.6 percent in the first quarter of 2013 over the prior-year period, driven by strong performance in the Atlantic entity. Absolute PRASM and yields in the Latin entity remain robust and further American's belief that targeted growth in the region will be accretive to earnings. Other revenues in the first quarter increased 1.2 percent compared to the prior period, driven primarily by an increase in AAdvantage(R)miles sold to partners and by growth in American Eagle's ground-handling business performed for third parties. "We achieved a quarterly yield that was the highest in company history for any quarter, and an all-time first quarter record in revenue," said Virasb Vahidi, American's chief commercial officer. "As we look to the second quarter, we remain focused on delivering for our customers through new products and services, the renewal of our fleet and greater access to more destinations across our growing global network." Operating Expense For the first quarter, AMR's consolidated operating expenses decreased $80 million, or 1.3 percent, versus the same period in 2012. Excluding special items, AMR's consolidated operating expenses decreased $142 million, or 2.3 percent, year-over-year. American's mainline cost per available seat mile (unit cost) in the first quarter decreased 0.6 percent, including special items in both periods, and 1.7 percent versus the same period last year, excluding special items. Taking into account the impact of fuel hedging, AMR paid $3.26 per gallon for jet fuel in the first quarter of 2013 versus $3.24 per gallon in the first quarter of 2012, a 0.7 percent increase. As a result, the company paid $14 million more for fuel in the first quarter of 2013 than it would have paid at prevailing prices from the prior-year period. Excluding fuel and special items, mainline and consolidated unit costs in the first quarter of 2013 decreased 4.1 percent and 3.2 percent year-over-year, respectively, primarily driven by the company's restructuring efforts. Despite lower capacity, this was the second consecutive quarter of non-fuel unit cost reduction. In addition, AMR achieved an operating profit of $125 million and an operating margin of approximately 2.0 percent, an improvement of approximately $203 million and 3.3 points, respectively, over the prior-year period, excluding special items. An unaudited summary of first quarter 2013 results, including reconciliations of non-GAAP to GAAP financial measures, is available in the tables at the back of this press release. Cash Position AMR ended the first quarter with approximately $5.1 billion in cash and short-term investments, including a restricted cash balance of $853 million, compared to a balance of approximately $5.6 billion in cash and short-term investments, including a restricted balance of approximately $771 million, at the end of the first quarter of 2012. Operational Performance American ran a strong operation in the first quarter, achieving an on-time arrival rate of 80.8 percent. In the month of March, 81.8 percent of American's mainline flights arrived on time, American's best March performance since 2003. American's solid operational results for the quarter also include posting a completion factor of 98.4 percent. Other First Quarter Highlights -- In January, American Airlines became the first and only U.S. airline to introduce the Boeing 777-300ER (Extended Range) aircraft - the new flagship of American's fleet. The company now has five 777-300ER aircraft in service, operating between New York Kennedy and both London Heathrow and Sao Paulo, and between Dallas/Fort Worth and London Heathrow. -- LATAM Airlines Group announced it will join oneworld(R), and American filed applications with regulators for codeshare agreements with TAM and LAN Colombia. Pending approval, this will strengthen American's existing service to Latin America by offering customers greater travel options and convenience. -- American and Finnair announced Finnair's intent to join the transatlantic joint business American shares with British Airways and Iberia, providing our North American and European customers more choices and better connections across the Atlantic. -- American signed agreements with oneworld member-elect Qatar Airways, based in Doha, Qatar, and the newest oneworld member, Malaysia Airlines, to codeshare on each other's flights, which will provide new growth opportunities for American in the Middle East and Southeast Asia, as well as for our new partners in the United States. -- American and Alaska Airlines announced an expanded codeshare agreement -- American filed an application with the U.S. Department of Transportation for the right to fly additional frequencies from its Los Angeles and Chicago hubs to Brazil, beginning in 2013 and 2014, respectively. -- American completed its private offering of two tranches of enhanced equipment trust certificates (EETC) in the amount of $664.4 million. This marked the first EETC financing in history for an airline in restructuring. Pending Merger Transaction On Feb. 14, AMR and US Airways Group, Inc. announced that the boards of directors of both companies unanimously approved a definitive merger agreement under which the companies will combine to create one of the world's largest global airlines, which will have an implied combined equity value of approximately $11 billion based on the price of US Airways stock as of Feb. 13, 2013. The merger will offer benefits to both airlines' customers, communities, employees, investors and creditors. Among other things, the combined company is expected to: -- Benefit customers due to an expanded global network and investment in new aircraft, technology, products and services -- Enhance the oneworld alliance, offering a seamless global network -- Improve loyalty benefits for both airlines' members by expanding opportunities to earn and redeem miles -- Provide a path to improved compensation and benefits with greater long-term opportunities for employees of both companies -- Enhance recoveries for financial stakeholders - AMR stakeholders to own 72 percent and US Airways shareholders to own 28 percent of the combined company's diluted common stock -- Build upon the iconic, globally recognized American Airlines brand -- Be headquartered in Dallas/Fort Worth, with a significant operational presence in Phoenix American's proposed Plan of Reorganization provides the potential for full recovery for American's creditors and a recovery of at least 3.5 percent of the aggregate diluted common stock of the combined airline for the company's shareholders. It is unusual in Chapter 11 cases -- and unprecedented in recent airline restructurings -- for shareholders to receive meaningful recoveries. Merger Milestones The following merger milestones have been achieved to date: -- Jan. 31: Filed the required notification materials under the Hart-Scott-Rodino Act (HSR) with the U.S. Department of Justice and U.S. Federal Trade Commission -- Feb. 14: Announced the definitive merger agreement between AMR and US Airways -- Feb. 25: AMR and US Airways announced that Beverly Goulet, senior vice president and chief integration officer for American Airlines, and Scott Kirby, president of US Airways, will jointly lead a transition-planning team to design and oversee the new American integration -- March 21: AMR and US Airways announced the creation of the Integration Management Office (IMO) to support the transition team and the selection of McKinsey & Company to advise the IMO -- March 28: AMR received court approval to merge with US Airways -- April 15: AMR filed its Chapter 11 Plan of Reorganization, Disclosure Statement and Registration Statement; a hearing to consider approval of the Disclosure Statement is scheduled for June 4 The merger is conditioned on the approval by the Court, regulatory approvals, approval by US Airways shareholders, other customary closing conditions, and confirmation and consummation of the Plan of Reorganization in accordance with the provisions of the Bankruptcy Code. The combination is expected to be completed in the third quarter of 2013. Prior to closing of the transaction, the transition-planning team composed of leaders from both companies will develop an integration plan designed to assure a smooth and sustainable transition with a focus on maximizing the potential value of the merger. Reorganization and Special Items AMR's first quarter 2013 results include the impact of $349 million in reorganization and special items. -- Of that amount, AMR recognized a $160 million loss in reorganization items resulting from certain of its direct and indirect U.S. subsidiaries' voluntary petitions for reorganization under Chapter 11 on Nov. 29, 2011. These items primarily result from an adjustment to previously recorded estimated allowed claim amounts for certain special facility revenue bonds, as well as for professional fees. -- The company recognized interest charges of $116 million to recognize post-petition interest expense on unsecured obligations which is to be allowed pursuant to the company's Plan of Reorganization filed on April 15. -- The company's operating expenses for the first quarter also include special charges and merger-related expenses of $28 million, and a $45 million charge to benefits expense due to an increase in workers' compensation claims in recent months, as well as adverse developments on older claims. Capacity Guidance AMR estimates consolidated capacity in the second quarter of 2013 to be up approximately 1.0 percent versus the second quarter of 2012. For the full year 2013, consolidated capacity is estimated to increase approximately 1.5 percent versus the prior year. American continues to make progress in implementing Main Cabin Extra, removing certain seats to provide customers with more leg room in the Main Cabin. To date, American has completed the retrofit of its Boeing 757 and 767 fleets and more than 90 percent of its 737 fleet. The retrofit of the MD-80 fleet commenced in January 2013, and to date, Main Cabin Extra has been added to approximately two-thirds of the MD-80 fleet with completion targeted for the second quarter of this year. 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: Gets Revised Order for Trading Requirements -------------------------------------------------------------- AMR Corporation, the parent company of American Airlines, Inc., announced that the United States Bankruptcy Court for the Southern District of New York entered an order revising an earlier order entered on Jan. 27, 2012, that imposed certain restrictions and procedures with respect to the trading and accumulation of AMR Common Stock and unsecured claims against AMR and certain of its subsidiaries, including American Airlines, Inc. and AMR Eagle Holding Corporation. The order was intended to prevent, or otherwise institute procedures and notification requirements with respect to, certain transfers of AMR Common Stock and unsecured claims against the Debtors that could impair the ability of the Debtors to use their net operating loss carryovers and certain other tax attributes on a reorganized basis. However, the Original Procedures did not envision the proposed merger between AMR and US Airways Group, Inc., and, if implemented to take into account the proposed merger or an equivalent transaction, might have unduly restricted the amount of claims that may be accumulated and retained by certain holders. Accordingly, on Feb. 22, 2013, the Debtors filed a motion with the Bankruptcy Court to revise the Original Procedures. On April 11, 2013, the Bankruptcy Court entered an order approving the Revised Procedures. With respect to holders of unsecured claims against the Debtors, the Revised Procedures establish a process in which holders of unsecured claims in excess of a threshold amount may be required to file one or more Notices of Substantial Claim Ownership, and, under certain circumstances, may be required to sell all or a portion of any unsecured claims acquired during the Debtors' chapter 11 cases. The Revised Procedures potentially apply to any person that beneficially owns either (1) more than $190 million of claims against the Debtors or (2) a lower amount of claims which, when added to certain specified interests, including stock, in AMR or US Airways, would result in such holder holding the "Applicable Percentage," generally 4.5%, of the reorganized Debtors. In connection with the filing of a Notice of Substantial Claim Ownership, a holder must indicate if it will agree to refrain from acquiring additional AMR and US Airways common stock and such other specified interests until after the effective date of the Debtors' chapter 11 plan, and to dispose of any such interests acquired since Feb. 22, 2013. This can affect the manner in which the Revised Procedures apply to certain holders. The Revised Procedures did not alter the procedures applicable with respect to "Substantial Equityholders," namely persons who are, or as a result of a transaction would become, the beneficial owner of approximately 4.5% of the outstanding shares of AMR Common Stock. Any acquisition, disposition, or other transfer of equity or claims in violation of the restrictions set forth in the Revised Order will be null and void ab initio or subject to sanctions as an act in violation of the automatic stay under sections 105(a) and 362 of the United States Bankruptcy Code. A copy of the notice of the Revised Order, which includes the applicable notification requirements and restrictions, is available on the Web site of the Debtors' claims agent: http://www.amrcaseinfo.com/restrictions.php 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). ATARI INC: Affiliates File Schedules of Assets & Liabilities ------------------------------------------------------------ Atari Inc.'s debtor-affiliates filed with the Bankruptcy Court their schedules of assets and liabilities, disclosing: Debtor-Entity Assets Liabilities ------------- ----------- ----------- California US Holdings Inc $11,476,803 $3,699,354 Humongous, Inc $3,038,878 $16,219,540 Atari, Inc $9,899,735 $59,952,306 Atari Interactive, Inc $21,238,150 $266,183,594 Copies of the Schedules are available at: * California US Holdings Inc http://bankrupt.com/misc/ATARI_INC_california_sal.pdf * Humongous, Inc http://bankrupt.com/misc/ATARI_INC_humongous_sal.pdf * Atari, Inc http://bankrupt.com/misc/ATARI_INC_inc_sal.pdf * Atari Interactive, Inc http://bankrupt.com/misc/ATARI_INC_sal.pdf About Atari Atari -- http://www.atari.com-- is a multi-platform, global interactive entertainment and licensing company. Atari owns and/or manages a portfolio of more than 200 games and franchises, including world renowned brands like Asteroids(R), Centipede(R), Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R), and Rollercoaster Tycoon(R). Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to break away from their unprofitable French parent company and secure independent capital. A day after its American unit filed for Chapter 11 bankruptcy protection, Paris-based Atari S.A. took a similar measure under Book 6 of that country's commercial code. Atari S.A. said it was filing for legal protection because its longtime backer BlueBay has sought to sell its 29% stake and demanded repayment by March 31 on a credit line of $28 million that it cut off in December. Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams LLP are proposed to serve as lead counsel for the U.S. companies in their Chapter 11 cases. BMC Group is the claims and notice agent. Protiviti Inc. is the financial advisor. The Official Committee of Unsecured Creditors is seeking Court permission to retain Duff & Phelps Securities LLC as its financial advisor. The Committee sought and obtained authority to retain Cooley LLP as its counsel. BEALL CORP: Files Amended Schedules of Assets & Liabilities ----------------------------------------------------------- Beall Corporation filed with the U.S. Bankruptcy Court for the District of Oregon its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property 0 B. Personal Property $14,015,232 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $20,671,119 E. Creditors Holding Unsecured Priority Claims $1,663,120 F. Creditors Holding Unsecured Non-priority Claims $6,853,085 -------------- -------------- TOTAL $14,015,232 $29,187,325 About Beall Corporation Portland, Oregon-based Beall Corporation, a manufacturer of lightweight, efficient, and durable tanker trucks, trailers and related products, filed a Chapter 11 bankruptcy petition (Bankr. D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least $10 million in assets and liabilities. Founded in 1905, Beall has four factories and nine sale branches across the U.S. The Debtor has 285 employees, with an average weekly payroll of $300,000. Judge Elizabeth L. Perris presides over the case. The Debtor has tapped Tonkon Torp LLP as counsel. The Debtor disclosed $14,015,232 in assets and $28,791,683 in liabilities as of the Chapter 11 filing. Wabash National Corporation on Feb. 4 successfully closed on its acquisition of certain assets of Beall's tank and trailer business for $15 million. Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed six members to the official committee of unsecured creditors. Ball Janik LLP represents the Committee. BIG M: Mandee-Annie Sez-Afaze Auction Scheduled for May 8 --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that retailer Big M Inc. will sell the business at auction on May 8. The company's 129 women's apparel stores bear the names Annie Sez, Mandee and Afaze. According to the report, the bankruptcy court in Newark, New Jersey, approved auction and sale procedures this week. There is already an offer of $5 million plus a maximum of $17.5 million for the inventory. Competing bids are due by May 6. If there is no better bid, the auction on May 8 will be canceled. A hearing to approve sale is scheduled for May 15. The stalking-horse bidder is YM Inc. from Toronto. About Big M Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez, and Afaze Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC, funding the Chapter 11 effort. The Big M Chapter 11 case is being financed with a $13.2 million loan from Salus Capital Partners LLC, the lender on the revolving credit before bankruptcy. There was no debt outstanding on the Salus loan when bankruptcy began. The Mandee brand is a juniors fashion retailer with 84 stores in Illinois and along the East Coast. Annie sez is a discount department-store retailer for women with 35 stores. Afaze is 10-store jewelry and accessory chain. Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland, serves as counsel to the Debtor. PricewaterhouseCoopers LLP has been tapped to serve as financial advisor. GRL Capital Advisors LLC's Glenn R. Langberg has been hired to serve as chief restructuring officer. The Debtor estimated up to $100 million in both assets and liabilities. The Official Committee of Unsecured Creditors has tapped Cooley LLP as its counsel, and CBIZ Accounting, Tax and Advisory of New York, LLC and CBIZ Mergers & Acquisitions Group as its financial advisor. CBAC BORROWER: S&P Assigns Prelim. 'B-' Corporate Credit Rating --------------------------------------------------------------- Standard & Poor's Ratings Services assigned CBAC Borrower LLC its 'B-' preliminary corporate credit rating. The outlook is stable. At the same time, S&P assigned CBAC's proposed $300 million first- lien senior secured credit facilities its 'B-' preliminary issue- level rating (at the same level as the preliminary corporate credit rating). S&P also assigned this debt a preliminary recovery rating of '3', indicating its expectation of meaningful (50%-70%) recovery for lenders in the event of a payment default. The proposed first-lien credit facilities consist of a $10 million revolving credit facility due 2018, a $215 million funded term loan due 2020,and a multiple-draw senior secured delayed draw term loan (12-month and 18-month) in an aggregate amount of $75 million due 2020. S&P is assigning preliminary ratings pending the closing and funding of the proposed credit facilities, which are contingent upon the expected approval of an environmental remediation action plan related to the site of the casino development. S&P will assign final ratings following the closing and funding of the proposed credit facilities. CBAC plans to use proceeds from the proposed transaction, along with about $118 million of equity from the company's owners and a $30 million furniture, fixtures, and equipment (FF&E) facility, to: -- Fund the development and construction of the Horseshoe Baltimore casino in Maryland; -- Establish an interest reserve to fund debt service through the construction period and the first three months following the opening of the casino; and -- Fund transaction fees and expenses. The 'B-' preliminary corporate credit rating reflects S&P's assessment of CBAC's business risk profile as "vulnerable" and its financial risk profile as "highly leveraged." "Our business risk profile assessment of "vulnerable" reflects the construction and execution risk associated with developing and opening a new casino, reliance on a single property for cash flow in a market with existing competition and the likelihood of one new additional casino, challenges associated with operating in an urban location, and the stringent revenue allocation structure imposed by the State of Maryland on video lottery terminal (VLT) win, which limits profitability. Our business risk assessment also incorporates favorable demographics in the Baltimore/Washington D.C. gaming market, the experience of the development management team in developing and operating regional casinos, and the expected inclusion of the Horseshoe Baltimore casino in Caesars Total Rewards network," S&P said. "Our financial risk profile assessment of "highly leveraged" reflects our belief that new gaming projects are often somewhat slow to ramp up operations because of uncertain demand and challenges in managing initial costs effectively, particularly in the first few months after opening, which can lead to poor profitability. In addition, we believe liquidity could be pressured if the opening of the facility is delayed. CBAC relies on a single property for cash flow generation, and the interest reserve account will provide a very limited three-month cushion after the construction period has ended," S&P added. CBAC GAMING: Moody's Rates Proposed $300MM Debt Facilities 'B3' --------------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating and a Caa1-PD Probability of Default Rating to CBAC Gaming, LLC. Moody's also assigned a B3 rating to the company's proposed $300 million first lien bank credit facilities consisting of a $215 million 7-year term loan B, $75 million 7-year delayed draw term loan B and a $10 million 6-year revolver. The rating outlook is stable. The ratings are subject to receipt of final documentation. Proceeds from the proposed $300 million first lien bank credit facilities along with $117 million of sponsor cash common equity and a planned $30 million furniture fixture & equipment facility, will be used to fund construction of CBAC's $440 million Horseshoe Baltimore project in downtown Baltimore, MD. The casino project, which is scheduled to open in the third quarter of 2014, will be managed by a subsidiary of Caesars Entertainment Corporation (Caa2 negative). CBAC is a joint venture between Caesars Entertainment Corporation, Rock Gaming (not rated), and three local partners who combined are expected to own approximately 30% of CBAC when the casino opens. Ratings assigned: Corporate Family Rating at B3 Probability of Default Rating at Caa1-PD $215 million senior secured 7-year term loan B at B3 (LGD 3, 34%) $75 million senior secured delayed draw term loan B at B3 (LGD 3, 34%) $10 million senior secured 6-year revolver at B3 (LGD 3, 34%) Ratings Rationale: CBAC's B3 Corporate Family Rating ("CFR") reflects the start-up nature of the company's single asset casino project, the risks related to existing and potential new competition, and high pro forma leverage. Moody's expects that CBAC's debt/EBITDA in the first year of operations is expected to exceed 7.0 times. However, Moody's expects a portion of the project's free cash flow, about $15 million in each of the first two years of operation, will be used to repay debt, bringing leverage down to less than 6.0 times by the end of the company's second full year of operations. CBAC's position as the "second mover" in the Baltimore area gaming market -- Maryland Live! opened in June 2012 and is located only 20 miles from the proposed Horseshoe site -- could make it more difficult to achieve its targeted level of profitability as Moody's believes Horseshoe Baltimore will need to grow the market and take share from Maryland Live!. Additionally, the opening of another casino approximately 50 miles from the Horseshoe Baltimore could happen as early as July 2016. Positive rating consideration is given to the significant cash equity contribution to the project, about 30% of total project costs, along with Moody's expectation that Horseshoe Baltimore will generate EBITDA of at least $40 million in its first full year of operations which is more than enough to cover the company's combined cash interest obligation and maintenance capital expenditures, assumed to total about $28 million. Moody's also views the Baltimore, Maryland gaming market's strong demographics as a key rating driver. Maryland Live! has reported strong results since its opening with average monthly slot win per unit of $282, one of the higher slot revenue totals on the east coast. Given the strong demographics of the area and high propensity to gamble, Moody's expects the market can support additional casinos. Also supporting the rating is the operating experience of Caesars, its established database of potential gaming customers, and the development track record of Caesars and Rock Gaming. CBAC's B3 CFR is one notch higher than its Probability of Default Rating of Caa1-PD, reflecting the utilization of a family recovery rate of 65%. The higher than average family recovery rate reflects CBAC's all first lien senior secured capital structure, which in Moody's view gives lenders a better ability to take prompt action if CBAC's credit profile deteriorates, thereby providing greater- than-average recovery values. The B3 rating on CBAC's senior secured bank debt is the same as the company's CFR as it represents the preponderance of the debt within the company's capital structure. The senior secured bank facilities will be unconditionally guaranteed on a senior secured basis by each wholly owned domestic subsidiary of the Borrower and secured by a first priority interest in all domestic tangible and intangible assets (including capital stock of subsidiaries) of CBAC and the guarantors (subject to customary exceptions). A mortgage on the garage property will secure the garage portion of the financing. The stable rating outlook acknowledges the fully-funded nature of the construction project including an interest reserve that prefunds scheduled interest payments through three months past the casino's opening, and contingencies and completion guaranties. Also considered are Moody's view that Horseshoe Baltimore will ramp-up at a level and pace sufficient enough to cover the company's annual fixed charge obligations, and that regulators amend the original terms of its gaming license to accommodate the company's plan to open with 130 table games (including poker tables). To date, CBAC is required to open with 3,750 slot machines which will not enable the company to implement its current floor plan with 130 table games (including poker tables). Ratings could be lowered if the project experiences cost over-runs or construction delays. Ratings could also be downgraded if the gaming trends in Maryland were to deteriorate prior to the casino's opening and/or the company is not able to amend the original terms of its gaming license to accommodate the company's current floor plan. Upward rating momentum is not expected given the construction and start-up nature of the project. However, ratings could be considered for upgrade if the project is completed on-time, on budget, and Moody's believes that CBAC can achieve and maintain debt/EBITDA near 5.0 times. The methodologies used in this rating were Global Gaming published in December 2009, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CBAC Gaming, LLC is a joint venture between Caesars Entertainment, Rock Gaming, CVPR Gaming Holdings, STRON-MD and PRT Two. CBAC Gaming is developing the Horseshoe Baltimore in Baltimore, MD. The project -- which is expected to open in the third quarter of 2014 -- will be managed by a subsidiary of Caesars Entertainment Corporation. CENTRAL EUROPEAN: Withdraws $5-Mil Offer to Existing Shareholders ----------------------------------------------------------------- Following the April 9 announcement by Central European Distribution Corporation that Roust Trading Ltd. would be willing to make an aggregate $5 million gift to all existing CEDC stockholders in the context of CEDC's Plan of Reorganization, CEDC and Roust Trading have faced opposition and objections from certain of CEDC's stakeholders. CEDC's request and Roust Trading's willingness to make this gift had been premised on the absence of objections from other CEDC stakeholders and that the gift would not otherwise impede the approval and consummation of CEDC's fully consensual Plan of Reorganization. In light of the opposition and objections, CEDC has withdrawn its request and Roust Trading will not make the gift. As a result, following confirmation of CEDC's Plan of Reorganization by the U.S. Bankruptcy Court in Delaware and upon its subsequent effectiveness, all currently outstanding CEDC common stock will be canceled and no remuneration shall be provided to existing CEDC stockholders. About CEDC Mt. Laurel, New Jersey-based Central European Distribution Corporation is one of the world's largest vodka producers and Central and Eastern Europe's largest integrated spirit beverages business with its primary operations in Poland, Russia and Hungary. On April 7, 2013, CEDC and two subsidiaries sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-10738) with a prepackaged Chapter 11 plan that reduces debt by US$665.2 million. Attorneys at Skadden, Arps, Slate, Meagher & Flom LLP serve as legal counsel to the Debtor. Houlihan Lokey is the investment banker. Alvarez & Marsal will provide the chief restructuring officer. GCG Inc. is the claims and notice agent. COLLEGE BOOK: Trustee Can Hire KraftCPAs PLLC as Accountant ----------------------------------------------------------- The chapter 11 trustee in the bankruptcy case of College Book Rental Company LLC sought and obtained approval from the U.S. Bankruptcy Court to employ Jerry A. Moss CPA and KraftCPAs PLLC as accountant. The firm will, among other things, provide these services: a. inspection, review and analysis of financial documents of the Debtor (including any related information filed with the court); b. tax analysis and business consultation services related to past and future transactions; and c. preparation of interim and final federal, state and local tax returns, and determination of any tax liabilities or refunds due. The hourly rates for the individuals who may perform services in this proceeding are: Professional Rates ------------ ----- Partners $325 to $360 Managers and Supervisors $180 to $280 Senior Staff $160 to $190 Junior Staff $110 to $160 Support staff $80 to $100 Neither Jerry A. Moss, CPA nor KraftCPAs PLLC represents any interest adverse to the trustee or the estate in the matters upon which they are to be engaged. About College Book Four creditors filed an involuntary Chapter 11 bankruptcy petition against Murray, Kentucky-based College Book Rental Company, LLC (Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012. Bankruptcy Judge Marian F. Harrison oversees the case. The petitioning creditors are represented by Joseph A. Kelly, Esq., at Frost Brown Todd LLC. The petitioning creditors are David Griffin, allegedly owed $15 million for money loaned; Commonwealth Economics, allegedly owed $15,000 for unpaid services provided; John Wittman, allegedly owed $158 for unpaid services provided; and CTI Communications, allegedly owed $21,793 for unpaid services provided. The owners of College Book Rental consented to the Chapter 11 case and the appointment of a Chapter 11 trustee to run CBR. CBR is co-owned by Chuck Jones of Murray and David Griffin of Nashville, Tenn. An agreed order for relief under Chapter 11 was entered on Oct. 15, 2012. Robert H. Waldschmidt was appointed as trustee the next day. CONFORCE INTERNATIONAL: Terminates Registration of Common Stock --------------------------------------------------------------- Conforce International, Inc., filed a Form 15 with the U.S. Securities and Exchange Commission to voluntarily terminate the registration of its common stock. As of April 11, 2013, there were only 67 holders of the common shares. About Conforce International Headquartered in Concord, Ontario, Canada, Conforce International, Inc., has been in the shipping container business repairing, selling or storing containers for over 25 years. The Company has been engaged in the research and development of a polymer based composite shipping container and highway trailer flooring product. As a result, the Company has developed EKO-FLOR. The Company is now outfitting its new manufacturing facility in Peru, Indiana for the production of EKO-FLOR for the North American highway trailer market. BDO Canada, LLP, issued a going concern qualification on the consolidated financial statements for the fiscal year ended March 31, 2012. The independent auditors noted that the Company has incurred recurring losses and its ability to continue as a going concern will depend on its ability to generate positive cash flows from operations or secure additional financing. The Company said there can be no assurance that its activities will be successful or sufficient and these conditions raise substantial doubt about the Company's ability to continue as a going concern. Conforce reported a net loss of US$3.81 million for the fiscal year ended March 31, 2012, compared with a net loss of US$2.11 million during the prior fiscal year. The Company's balance sheet at Sept. 30, 2012, showed US$3.76 million in total assets, US$2 million in total liabilities and US$1.76 million in shareholders' equity. CONNAUGHT GROUP: Court Certifies Class in "Schuman" WARN Act Suit ----------------------------------------------------------------- Bankruptcy Judge Stuart M. Bernstein issued a memorandum decision on April 16, 2013, granting a motion for class certification in the lawsuit captioned MARTINA SCHUMAN, on behalf of herself and all others similarly situated, Plaintiff, v. THE CONNAUGHT GROUP, LTD., Defendant, Case No. 12-10512 (SMB), Substantively Consolidated, Adv. Proc. No. 12-01051 (SMB), (S.D.N.Y.). Ms. Schuman filed the adversary proceeding on behalf of herself and all other similarly situated persons asserting claims under the Federal and New York State Workers Adjustment and Retraining Notification Acts. Ms. Schuman, along with the employment of 67 people at the Company's East 52nd Street facility and approximately 27 employees at the Company's Long Island City facility were terminated on January 30, 2012. According to the plaintiff, she did not receive at least 60 days' written notice of termination and neither did any of the other former employees. The plaintiff calculates that an award of 60 days' pay would come to $6,720, not including benefits. The Connaught Group filed Chapter 11 petitions on February 9, 2012, and the Plaintiff commenced the class adversary proceeding five days later. The putative class includes Connaught's former employees "who worked at or reported to one of Defendant's Facilities and was terminated without cause on or about January 30, 2012, and within 30 days of that date, or was terminated without cause as the reasonably foreseeable consequence of the mass layoffs and/or plant closings ordered by Defendant on or about January 30, 2012." Representatives of the Plaintiff and the Debtors agreed to stay the adversary proceeding for 90 days to allow counsel to discuss the financial condition of the Debtors' estates. After the conclusion of the stay, the parties presented a stipulation that the Court "so ordered," setting a deadline of October 12, 2012, for the plaintiff to file a motion to certify the class. The Debtors confirmed a liquidating plan on October 10, 2012, two days before the deadline for the certification motion. The plaintiff failed to make the certification motion by the deadline, and the failure prompted the Trust to move to dismiss the adversary proceeding for disobeying the scheduling order. The Court refused to dismiss the Complaint, noting that the noncompliance with the scheduling order was solely the fault of the Plaintiff's attorney and the attorney should bear the brunt of any sanction. The Plaintiff made the certification motion on December 6, 2012, approximately seven weeks after the deadline. The Connaught Group Creditors' Liquidating Trust, the successor to the Debtors under their confirmed plan, opposes the motion arguing that the Plaintiff is not an adequate class representative because she holds, at best, a priority claim, while other members of the class who were fired after the petition date may hold administrative claims. Judge Bernstein granted class certification saying that although not challenged by the Trust, the plaintiff has satisfied the requirements for numerosity, FED. R. CIV. P. 23(a)(1), commonality, FED. R. CIV. P. 23(a)(2), and typicality, FED. R. CIV. P. 23(a)(3). He further notes that the Debtors' confirmed plan treats administrative and priority claims in the same manner. Consequently, the administrative and priority creditors have the same rights to distribution, and a member of either class can adequately represent the interests of both classes. "[I]f I deny the class certification and extend the bar date for the WARN Act claimants, the delay may be as great or greater than if I grant the motion," Judge Bernstein added. Jack A. Raisner, Esq., Rene S. Roupinian, Esq., at Outten & Golden LLP, at 3 Park Avenue, 29th Floor, in New York, represent the Plaintiff. Bruce Buechler, Esq.-- bbuechler@lowenstein.com -- Shirley Dai, Esq. -- sdai@lowenstein.com -- at Lowenstein Sandler LLP, at 1251 Avenue of the Americas, 18th Floor, in New York, represent the Defendant. A copy of the Bankruptcy Court's April 16, 2013 Memorandum Decision is available at http://is.gd/5OsCqLfrom Leagle.com. About Connaught Group The Connaught Group, Ltd. and four of its affiliates, Limited Editions for Her of Nevada LLC; Limited Editions for Her of Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp. filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-10512) on Feb. 9, 2012. New York-based Connaught Group designs and has manufactured high- end women's wear and then sells the finished clothing through an innovative sales system outside the normal retail chain originally created in 1981 by the Debtors' founder and iconic designer, William D. Rondina. The Company's sales are made primarily through independent contractors who sell the clothing to their own clients in private showings. Through the Wardrobe Consultants, the Debtors are able to offer the personalized service and attention to detail absent from the conventional shopping experience. As of the Petition Date, the Debtors are affiliated with more than 1,300 Wardrobe Consultants. The Debtors also operate 10 outlet stores throughout the country, but the Debtors primarily only sell last season's clothing and other merchandise to be liquidated at these stores. A non-debtor Canadian subsidiary, The Connaught Group ULC, sells the Debtors' clothing in eight outlet stores in Canada. Three of the Canadian stores are leased by The Connaught Group, Ltd. Judge Stuart M. Bernstein presides over the case. David L. Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at Fulbright & Jaworski L.L.P., serve as the Debtors' counsel. Maury Satin at Zygote Associates serves as the CRO. Richter Consulting acts as financial advisor and Consensus Advisory Services and Consensus Securities LLC serve as financial advisors, consultants and investment bankers. Kurtzman Carson Consultants LLC serves as administrative agent, and claims and noticing agent. JPMorgan Chase is represented in the case by Andrew C. Gold, Esq., at Herrick, Feinstein LL. Citibank is represented by Boris I. Mankovetskiy, Esq., at Sills Cummis & Gross P.C. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler, PC. The Connaught Group disclosed $50,644,694 in assets and $61,303,340 in liabilities. Limited Editions for Her LLC disclosed $3,339,174 in assets and $15,888,714 in liabilities. Limited Editions for Her of Nevada LLC disclosed $979,926 in assets and $12,395,949 in liabilities. Limited Editions for Her of Branson LLC disclosed $3,339,174 in assets and $15,888,714 in liabilities. WDR Retail Corp. disclosed $0 in assets and $12,395,949 in liabilities. Connaught Group Limited was the 100% shareholder of each of LEFH Nevada, LEFH Branson, LEFH, and WDR. On Oct. 10, 2012, the Bankruptcy Court confirmed the Debtors' Chapter 11 plan, which would pay unsecured creditors as much as 64%. Unsecured claims were projected to total as much as $20 million. A joint venture between Royal Spirit Group and Tom James Co. acquired the Debtors' business in April for $20 million in cash and assumed the lease for the Debtors' Manhattan headquarters. Royal Spirit, a non-insider with the largest claim, waived a $5.4 million claim. Secured claims were paid when the sale was completed. CUI GLOBAL: Registers Additional 1.6 Million Common Shares ---------------------------------------------------------- CUI Global, Inc., filed a Form S-1 registration statement with the U.S. Securities and Exchange Commission for the purpose of registering 1,610,000 shares of common stock, par value $0.001 per share. This Registration Statement relates to the Company's Registration Statement on Form S-1, as amended, initially filed by the Company on March 6, 2013, and declared effective by the Securities and Exchange Commission on April 11, 2013. A copy of the prospectus is available for free at http://is.gd/b8op3y About CUI Global Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx, Inc., is a platform company dedicated to maximizing shareholder value through the acquisition, development and commercialization of new, innovative technologies. CUI Global reported a net loss allocable to common stockholders of $48,763 in 2011, compared with a net loss allocable to common stockholders of $7.01 million in 2010. As reported by the TCR on April 8, 2011, Webb & Company, in Boynton Beach, Florida, expressed substantial doubt about CUI Global's ability to continue as a going concern. The independent auditors noted that the Company has a net loss of $7,015,896, a working capital deficiency of $675,936 and an accumulated deficit of $73,596,738 at Dec. 31, 2010. Webb & Company did not include a "going cocern qualification" in its report on the Company's 2011 financial results. The Company's balance sheet at Sept. 30, 2012, showed $36.61 million in total assets, $11.79 million in total liabilities and $24.82 million in total stockholders' equity. CYPRESS OF TAMPA: Court OKs Hiring of Habif Arogeti as Accountants ------------------------------------------------------------------ Cypress of Tampa LLC and The Cypress of Tampa II LLC obtained the U.S. Bankruptcy Court's permission to employ Habif, Arogeti & Wynne, LLP, to provide accounting services. The Troubled Company Reporter reported on Feb. 5, 2013, that the firm will, among other things: a. prepare the limited liability company federal, state, and local income tax returns with supporting schedules; b. prepare any bookkeeping entries necessary in connection with preparation of the income tax returns; and c. prepare and post any adjusting entries. The tasks will be completed by Alan M. Vaughn and other employees at HA&W. All work done on Debtors' behalf will be under Vaughn's supervision and direction. Mr. Vaughn is HA&W's Chief Operating Officer and co-chair of HA&W's tax practice. Mr. Vaughn is a CPA with a BBA degree from Auburn University. In addition, HA&W also occasionally provides advisory services to the Debtors regarding, among other things, the Debtors' financial statements and Debtors' preparation thereof. The current hourly standard rates at HA&W are: Professional Rates ------------ ----- Partner $380 to $480 Manager $220 to $340 Senior $160 to $240 Staff $100 to $140 Fees in the Chapter 11 case are anticipated to be approximately $3,400 plus expenses. Alan M. Vaughn attested that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Cypress of Tampa The Cypress of Tampa LLC and its affiliate The Cypress of Tampa II, LLC, own and operate a retail and office space, together with certain outparcels, known as The Cypress located in Hillsborough County, Florida. They filed voluntary Chapter 11 petitions (Bankr. M.D. Fla. Case Nos. 12-17518 and 12-17520) on Nov. 20, 2012. Jennis & Bowen, P.L., serves as the Debtors' counsel. Cypress of Tampa disclosed $23,185,648 in assets and $24,172,594 in liabilities as of the Chapter 11 filing. D & L ENERGY: Has Interim Approval to Pay Bills ----------------------------------------------- Brenda J. Linert, writing for Tribune Chronicle, reports that Bankruptcy Judge Kay Woods, who oversees the Chapter 11 bankruptcy case of D&L Energy, on Friday gave the interim go-ahead for D&L to continue paying the bills associated with its regular business operations. According to the report, property owners whose mineral rights are held by D&L Energy should not see an interruption in the arrival of their monthly royalty checks, at least for now. The report notes local oil and gas attorney Alan Wenger of Harrington, Hoppe and Mitchell on Friday pointed out that generally, bankruptcy courts will preserve a bankrupt company's ability to continue doing business. "That bankrupt estate can utilize that asset as any given asset, including selling or assigning those rights," Mr. Wenger said, according to the report. D&L, in the spotlight in recent years for controversies surrounding its oilfield waste disposal business, also is the operator of production wells and the owner of mineral rights on more than 17,000 acres of real estate. The report says message left seeking comment with D&L was not returned. D & L Energy, Inc., based in Youngstown, Ohio, filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Case No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the case. Kathryn A. Belfance, Esq., at Roderick Linton Belfance, LLP, serves as the Debtor's counsel. Walter Haverfield, LLP, serves as local counsel. In its petition, D & L estimated $50 million to $100 million in assets and $1 million to $10 million in debts. The petition was signed by Nicholas C. Paparodis, president. DIMMITT CORN: Files Schedules of Assets & Liabilities ----------------------------------------------------- Dimmitt Corn Mill LLC filed with the U.S. Bankruptcy Court for the Northern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $30,280,000 B. Personal Property $20,246,044 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $15,219,316 E. Creditors Holding Unsecured Priority Claims $68,567 F. Creditors Holding Unsecured Non-priority Claims $969,507 -------------- -------------- TOTAL $50,526,044 $16,257,391 Dimmit, Texas-based Dimmitt Corn Mill, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 13-20055) in Amarillo, Texas, on Feb. 15, 2013. The Debtor estimated assets and debts in excess of $10 million. David R. Langston, Esq., at Mullin, Hoard & Brown, in Lubbock, Texas, serves as counsel. The petition was signed by Richard Bell as president. Judge Robert L. Jones presides over the case. EASTMAN KODAK: Sued by Ricoh for Patent Infringement ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Ricoh Co. filed a patent-infringement lawsuit in bankruptcy court against Eastman Kodak Co. The Yokohama, Japan- based maker of printers and scanners alleges that Kodak printers and associated software infringe a Ricoh patent. According to the report, Ricoh is demanding a jury trial and seeks an injunction barring Kodak from making and selling products using infringing technology. Ricoh's complaint contains allegations designed so the case can't be heard and decided by the bankruptcy judge in New York. Kodak's $400 million in 7% convertible notes due in 2017 last traded on April 16 for 14.5 cents on the dollar, up from 10.5 cents on Dec. 12, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. 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: Exclusivity Extended; May File Plan by April 30 -------------------------------------------------------------- Matthew Daneman, writing for Democrat and Chronicle, reports that U.S. Bankruptcy Court Judge Allan Gropper approved a request by Eastman Kodak to give it until the end of May to file a reorganization plan. That reorganization plan will spell out a number of key details, including how much unsecured creditors will get for their Kodak IOUs. Kodak says it still plans to file a plan by the end of this month. According to the report, Kodak spokesman Christopher Veronda said the extra time gives the company more cushion to make revisions and to try to gain support for the plan among its various unsecured creditors. As reported by the Troubled Company Reporter on April 19, 2013, extended Kodak's exclusive right to file a Chapter 11 plan to May 31, and to solicit votes from creditors to July 31. The extension bars creditors and other parties from filing rival plans and maintains Kodak's control over its restructuring. 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. EDISON MISSION: Projects Two-Year Chapter 11 Reorganization ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that so Edison Mission Energy can enjoy the fruits of a tax-sharing agreement with parent Edison International Inc., the independent power producer is projecting a two-year sojourn in the Chapter 11 reorganization begun in December. According to the report, to realize the benefits of tax sharing, EME said in a court filing this week that it will likely remain consolidated with the parent through the end of December 2104. Consequently, the company is seeking a 10-month expansion of the exclusive right to propose a Chapter 11 plan. If approved by the U.S. Bankruptcy Court in Chicago at a May 15 hearing, the plan- filing deadline would be pushed out to Feb. 18. In addition to waiting for the tax refund, EME said the company and stakeholders are analyzing if there are alternatives to the agreement worked out before the Chapter 11 filing where ownership would be transferred to creditors, according to the report. The report adds that EME said it's also devoting considerable time to studying the "best path forward" for the coal-fired power plants facing an estimated $600 million investment to comply with pollution abatement regulations. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. Kirkland & Ellis LLP is serving as legal counsel to EME, Perella Weinberg Partners, LP is acting as financial advisor and McKinsey Recovery & Transformation Services U.S., LLC is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by the law firms Akin Gump and Perkins Coie. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. ELITE PHARMACEUTICALS: First Shipment of Phentermine Capsules ------------------------------------------------------------- Elite Pharmaceuticals, Inc., announced the initial shipment of phentermine HCl capsules 15 mg and 30 mg under the License, Manufacturing and Supply Agreement with its sales and marketing partner, triggering a milestone payment. Elite's sales and marketing partner will distribute the product as part of a multi- product distribution agreement. Phentermine is a member of the bariatric class of drugs intended to aid in weight loss. For the twelve months ending Dec. 31, 2012, Adipex-P(R) 15 mg and 30 mg and its generic equivalents had total U.S. sales of approximately $2.5 million and $5 million respectively according to IMS Health Data. U.S. sales of this product are thought to be greater than the IMS data due to its distribution through channels that are not included in IMS data. "Elite has successfully launched another product line, this one encompassing two dose strengths. Management remains dedicated to enhancing shareholder value by expanding our generic portfolio of products, continuing the development of our abuse-resistant opioid line of products, enhancing our intellectual property, and strengthening the balance sheet," commented Jerry Treppel, Elite's Chairman and CEO. About Elite Pharmaceuticals Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, using proprietary technology and the development and manufacture of generic pharmaceuticals. The Company has one product, Phentermine 37.5mg tablets, currently being sold commercially. Elite Pharmaceuticals reported a net loss attributable to common shareholders of $15.05 million for the year ended March 31, 2012, compared with a net loss attributable to common shareholders of $13.58 million during the prior year. Demetrius & Company, L.L.C., in Wayne, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2012, citing significant losses resulting in a working capital deficiency and shareholders' deficit, which raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2012, showed $10.37 million in total assets, $22.72 million in total liabilities and a $12.35 million total stockholders' deficit. EMPRESAS OMAJEDE: Files Amended Schedules of Assets & Liabilities ----------------------------------------------------------------- Empresas Omajede Inc. filed with the U.S. Bankruptcy Court for the District of Puerto Rico its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $16,067,417 B. Personal Property $651,197 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $3,848,982 E. Creditors Holding Unsecured Priority Claims $165,285 F. Creditors Holding Unsecured Non-priority Claims $921,615 -------------- -------------- TOTAL $16,718,614 $4,935,883 About Empresas Omajede Inc. Empresas Omajede Inc., filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012. Patricia I. Varela, Esq., and the law firm of Charles A. Cuprill, PSC, serve as counsel. Nelson E. Galarza serves as financial advisor. The Debtor disclosed $5,613,568 in assets and $98,762,700 in its schedules. The Debtor is a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets located at La Ectronica Building, 1608 Bori St., in San Juan, Puerto Rico. ERBA DIAGNOSTICS: Gets NYSE MKT Listing Non-Compliance Notice ------------------------------------------------------------- ERBA Diagnostics, Inc. on April 19 disclosed that, on April 17, 2013, the Company received a letter from NYSE MKT LLC stating that the Exchange has determined that the Company is not in compliance with Sections 134 and 1101 of the Exchange's Company Guide due to the Company's failure to timely file its Annual Report on Form 10- K for the year ended December 31, 2012 with the Securities and Exchange Commission. The letter also states that the Company's failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2012 is a material violation of its listing agreement with the Exchange and, therefore, pursuant to Section 1003(d) of the Company Guide, the Exchange is authorized to suspend and, unless prompt corrective action is taken, remove the Company's securities from the Exchange. The Exchange has informed the Company that, in order to maintain its listing on the Exchange, the Company must, by May 1, 2013, submit a plan of compliance addressing how it intends to regain compliance with Sections 134 and 1101 of the Company Guide by July 16, 2013. If the Company's Plan is accepted by the Exchange, then the Company may be able to continue its listing during the Plan Period, during which time it will be subject to periodic review to determine whether it is making progress consistent with the Plan. If the Company's Plan is not accepted by the Exchange, then the Company will be subject to delisting proceedings. Furthermore, if the Plan is accepted by the Exchange, but the Company is not in compliance with the continued listing standards of the Company Guide by July 16, 2013, or if the Company does not make progress consistent with the Plan during the Plan Period, then the Exchange staff will initiate delisting proceedings as appropriate. The Company is working diligently to submit the Plan by May 1, 2013 and to regain compliance with the Company Guide by July 16, 2013. As previously disclosed in its Notification of Late Filing on Form 12b-25 filed with the SEC on April 2, 2013, and in its Current Report on Form 8-K filed with the SEC on April 17, 2013, the Company has delayed filing its Annual Report on Form 10-K because of unforeseen delays in connection with completing and filing the Company's consolidated financial statements and the accompanying footnotes, which include the Company's recently acquired subsidiaries -- Drew Scientific, Inc., JAS Diagnostics, Inc. and Drew Scientific Limited Co. Until these matters can be resolved, the Company will not be in a position to file its Annual Report on Form 10-K with the SEC. Pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, the Company received an extension until April 16, 2013 to file its 2012 Annual Report on Form 10-K, which extension has now expired. The Company is working diligently to complete and file its Annual Report on Form 10-K with the SEC, which, as previously disclosed, the Company expects to do on or prior to May 15, 2013. About ERBA Diagnostics, Inc. Headquartered in Miami, Florida, ERBA Diagnostics, Inc. -- http://www.erbadiagnostics.com-- is a fully integrated in vitro diagnostics company that develops, manufactures and distributes in the United States and internationally, proprietary diagnostic reagents, test kits and instrumentation, primarily for autoimmune and infectious diseases, through its legacy subsidiaries - Diamedix Corporation (U.S.), Delta Biologicals S.r.l. (Europe) and ImmunoVision, Inc. (U.S.) -- and through its recently acquired subsidiaries -- Drew Scientific, Inc. (U.S.), JAS Diagnostics, Inc. (U.S.) and Drew Scientific Limited Co. (Europe). ESTATE FINANCIAL: Trustee Hires Susi & Gura as Special Counsel -------------------------------------------------------------- The Chapter 11 trustee of Estate Financial, Inc., asks the U.S. Bankruptcy Court for permission to employ Susi & Gura as special counsel. In order to file a Chapter 11 plan, the trustee must file and prosecute claims objections. The trustee will use general counsel Pachulski, Stang, Ziehl & Jones LLP to prepare the objections and perform legal services related thereto, and to use Rust Omni for service and communication with claimants to the extent possible. However, multiple appearances in Santa Barbara will likely be required. The Chapter 11 Trustee said Susi & Gura is familiar with the issues in the Debtor's case and is conveniently located near the court, creating a significant savings to the bankruptcy estate by appearing at many, if not most, of the claims objections hearings, and by otherwise assisting the Trustee and Pachulski if and to the extent such efforts would create efficiencies for the estate. Susi & Gura would not appear on, or otherwise be involved in, any objections the trustee may file against claims asserted by Estate Financial Mortgage Fund, LLC, or any members of the Official Committee of Equity Investors in that case. Susi & Gura's hourly rates are: Professional Rates ------------ ----- Peter Susi $475 Jonathan G. Gura $375 Legal Assistance $95 The firm's Peter Susi attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Estate Financial Estate Financial, Inc. -- http://www.estatefinancial.com/-- was a license real estate brokerage firm since the later 1980's. EFI solicited funding for, and arranged and made, loans secured by various real property. EFI also was the sole manager of Estate Financial Mortgage Fund LLC, which was organized for the purpose of investing in and funding loans originated by EFI which were secured by first deeds of trust encumbering commercial and real estate located primarily in California and has been funding such mortgage loans since 2002. Five creditors of EFI filed an involuntary Chapter 11 petition against the real estate broker on June 25, 2008 (Bankr. C.D. Calif. Case Number 08-11457). Estate Financial Inc. consented to the bankruptcy filing on July 16, 2008. Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and William C. Beall, Esq., at Beall and Burkhardt, represented the Debtor as counsel. A Chapter 11 trustee, Thomas P. Jeremiassen, was appointed by the Court on July 23, 2008. Robyn B. Sokol, Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner, represent the official committee of unsecured creditors as counsel. In its schedules, Estate Financial disclosed total assets of $27,428,550, and total debts of $7,316,755. On July 30, 2008, Thomas P. Jeremiassen accepted his appointment as the chapter 11 trustee of EFI and has served as the duly qualified and acting chapter 11 trustee of the estate. Berkeley Research Group, LLC, serves as its successor accountants. EXCEL MARITIME: Bankruptcy Filing Seen by Month's End ----------------------------------------------------- Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review, reports that a person familiar with the matter said shipping company Excel Maritime Carriers Ltd. is nearing a restructuring deal with its lenders but could still have to file for Chapter 11 in the U.S. According to DBR, a restructuring professional thinks the company could announce a deal, and simultaneously file a Chapter 11 petition, as soon as the end of this month. The deal may include an equity investment, possibly from a major current shareholder, he said. According to DBR, a restructuring professional said he believes the company is "close" to hashing out a deal with lenders under its $1.4 billion syndicated credit facility. The company is seeking to stretch out its debt, which is currently being extended on a month-to-month basis. But a negotiated bankruptcy filing could also be in Excel's future, since the company still has $150 million in convertible debt it needs to deal with, the restructuring professional said. DBR relates the restructuring professional also said Excel has hired Skadden, Arps, Slate, Meagher & Flom LLP and Bracewell & Giuliani LLP as its attorneys and Miller Buckfire & Co. as its financial adviser. Excel owns a fleet of 39 vessels. It is based in Greece but incorporated in Liberia. DBR notes Matthew Abenante, a spokesman for Excel, said Wednesday the Company declined to comment on a potential bankruptcy filing. Excel last month said it was in "advanced restructuring discussions" with its lenders, who had agreed to forbear from exercising their rights in connection with certain owed principal installments through April 30. EXODUS COMMUNICATIONS: Chapter 15 Case Summary ---------------------------------------------- Chapter 15 Petitioner: Dr. Holger Lessing Chapter 15 Debtor: Exodus Communications, GmbH Lessing Trebing Bert Hanauer Landstrasse 148 a D-60314 Frankfurt am Main Frankfurt Germany Chapter 15 Case No.: 13-52147 Type of Business: The Debtor is a company based in Germany that provides infrastructure outsourcing services. Chapter 15 Petition Date: April 18, 2013 Court: U.S. Bankruptcy Court Northern District of California (San Jose) Judge: Arthur S. Weissbrodt Debtor's Counsel: Peter M. Bransten, Esq. LANDAU GOTTFRIED AND BERGER, LLP 1 Bush Street, #600 San Francisco, CA 94104 Tel: (415)956-1630 E-mail: pbransten@lgbfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. FERRELLGAS PARTNERS: Moody's Affirms 'B1' CFR, Stable Outlook ------------------------------------------------------------- Moody's Investors Service changed Ferrellgas Partners, L.P.'s rating outlook to stable from negative and simultaneously affirmed the partnership's B1 Corporate Family Rating, B1-PD Probability of Default Rating and B3 senior unsecured notes rating. The Speculative Grade Liquidity rating was upgraded to SGL-3 reflecting adequate liquidity. Additionally, Moody's affirmed the B2 senior unsecured notes rating of Ferrellgas LP, which is an operating partnership subsidiary of Ferrellgas and issues the majority of Ferrellgas' debt, including its bank credit facilities. "The stable outlook reflects higher sales volumes and gross margins driven by near-normal winter temperatures and lower wholesale propane costs in 2013 relative to the 2012 heating season," commented Sajjad Alam, Moody's Analyst. "Ferrellgas' operating environment has improved and Moody's expects leverage to remain on a declining path over the more predictable spring and summer months as working capital debt is reduced." Issuer: Ferrellgas Partners L.P. Upgrades: Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4 Outlook Actions: Outlook, Changed To Stable from Negative Affirmations: Probability of Default Rating, Affirmed B1-PD Corporate Family Rating, Affirmed B1 $182M 8.625% Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD6, 93%) Issuer: Ferrellgas, L.P. Outlook Actions: Outlook, Changed To Stable from Negative Affirmations: $300M 9.125% Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD4, 58%) $500M 6.5% Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD4, 58%) Ratings Rationale: The B1 CFR reflects Ferrellgas' improving but still high financial leverage and weak distribution coverage, the seasonal nature of propane sales with significant dependency on cold winter months, and the inherent risks of the Master Limited Partnership (MLP) business model, which requires high cash distributions to unit holders. The rating is favorably impacted by the partnership's substantial scale and geographic diversification that facilitate cost efficiencies in a fragmented industry, its utility-like services that provide a base level of revenue, and a propane tank exchange business (Blue Rhino) which generates complementary cash flows during summer months. The B1 CFR also considers the increasing customer conservation trends, the growing use of natural gas as a competing source of energy, and the need to make acquisitions to offset secularly declining volumes. Ferrellgas' leverage, as measured by Moody's adjusted debt to EBITDA, stood at 5.8x (Moody's added $190 million to total debt for operating leases) at January 31, 2013, which is considered high for the B1 CFR level. However, Moody's expects leverage to trend towards 5x by mid-year 2013 as Ferrellgas reduces revolver debt using free cash flow in the third and fourth fiscal quarters (year end is June 30), which the partnership has done historically. EBITDA returning to more normalized levels should also improve the distribution coverage ratio (FFO - Maintenance capex / Distributions) above1x. However, warmer than average winter temperatures and to a lesser degree, high propane prices, could quickly erode Ferrellgas' credit metrics as seen during 2012. Given its sensitivity to uncontrollable external factors and its significant distribution burden (~40 million per quarter), ample liquidity and ongoing capital market access will remain key components for a healthy credit profile. The SGL-3 rating captures Moody's view that the partnership will have adequate liquidity through mid-2014. At January 31, 2013, Ferrellgas had $12 million of cash and $178 million of borrowing capacity on its $400 million revolving credit facility, which expires in September 2016. The credit agreement has three financial covenants (a minimum interest coverage ratio of 2.5x, a maximum senior secured leverage ratio of 2.5x and a maximum leverage ratio of 5.5x), and Moody's expects Ferrellgas to have sufficient headroom over the next 12-15 months. The partnership also has a $225 million accounts receivable securitization facility (fully utilized at January 31), which it uses to fund working capital through the winter heating months. There are limited alternative sources of liquidity given Ferrellgas' assets are largely encumbered. An upgrade is unlikely in 2013 given Ferrellgas' significant distribution burden and limited prospects for permanent debt reduction. Moody's would look for leverage to settle below 5.0x and distribution coverage approaching 1.1x prior to considering any positive rating action. A downgrade could result if liquidity becomes more restrictive or it becomes apparent that the debt to EBITDA ratio cannot be sustained below 6.5x. The principal methodology used in rating Ferrellgas Partners L.P. was the Global Midstream Energy 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. Ferrellgas Partners, LP is a publicly traded master limited partnership based in Overland Park, KS. The partnership is the second largest retail marketer of propane in the United States and services approximately one million propane customers from locations in all 50 states and Puerto Rico, and generated $2.0 billion in revenues in the LTM period ending January 31, 2013. FHC HEALTH: S&P Raises Rating on $89MM 2nd-Lien Term Loan to 'B' ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it has raised its senior secured debt ratings on FHC Health Systems Inc.'s (FHC) $89 million second-lien term loan to 'B' from 'CCC+' and revised its recovery rating on FHC's $89 million second-lien term loan to'4' from '6'. At the same time, S&P affirmed its 'B' counterparty credit rating on FHC with a stable outlook. The 'BB-' senior secured debt rating and '1' recovery rating on the company's $175 million first-lien term loan remains unchanged. The rating upgrade on FHC's second-lien term loan and revolving credit facility resulted from S&P's updated recovery analysis, which indicated an upgrade in the recovery rating to '4' (indicating S&P's expectations for a 30% to 50% nominal recovery in a default scenario) from '6' (0% to 10% nominal recovery expectation). "We have revised the recovery rating because the balance outstanding on the first-lien term loan has declined by $23.5 million to $24.9 million at year-end 2012 from $47.5 million in 2011," said Standard & Poor's credit analyst Neal Freedman, "thereby boosting our recovery expectation on the second-lien term loan to 30% to 50%, reflected in a '4' recovery rating." The counterparty credit rating on FHC reflects the company's established business presence, focused operational skills in managing behavioral health care, adequate cash flow, and stabilized, though diminished, earnings profile. Partly mitigating these financial and business strengths are the company's weak balance-sheet characteristics and its high client concentration. "The stable outlook reflects our expectations that FHC will continue to reduce debt in 2013 while maintaining stable earnings," Mr. Freedman continued. "We expect the company to have debt leverage, including operating lease obligations, of 55% to 65%, debt to EBITDA of about 1.5x, and EBITDA interest coverage of 5.2x to 5.4x (4.0x to 4.4x including imputed interest on operating leases), which S&P regards as conservative for the rating. Based on FHC's track record of meeting or exceeding expectations, S&P believes that the company will generate sufficient cash flow to provide a moderate cushion in the first half of 2013 and a significant cushion in the second half of the year." FIRST SECURITY: Completes Strategic Recapitalization ---------------------------------------------------- First Security Group, Inc., the bank holding company for FSGBank, N.A., completed its previously announced recapitalization, including the restructuring of its TARP CPP preferred stock. On April 11, 2013, the Company issued approximately 9.9 million shares of the Company's common stock to the U.S. Treasury for full satisfaction of the Treasury's TARP CPP investment in the Company. The Treasury immediately sold the common stock to institutional and other accredited investors previously identified by the Company at $1.50 per share. On April 12, 2013, the Company issued an additional approximately 50.8 million shares of common stock at $1.50 per share to institutional and other accredited investors. In aggregate, investors purchased 60,735,000 shares for $91.1 million. The Recapitalization was previously announced on Feb. 26, 2013. "We extend our appreciation to our new shareholders in having the confidence to invest in our markets, our Company and most importantly, our people," said Michael Kramer, president and chief executive officer of First Security. "With the Recapitalization complete, our full attention can be directed to further improving and growing our banking franchise." On April 12, 2013, the Company downstreamed approximately $65 million in capital to FSGBank in order to improve FSGBank's regulatory capital ratios and to support future balance sheet growth. The combined effects of the additional capital and the previously announced and completed loan sale are expected to result in an improved risk profile, enhanced profitability and compliance with most, but not all, aspects of the regulatory orders of the Company and FSGBank. "When building our management team, we focused on their individual and collective abilities to develop and communicate a successful business strategy to new investors and then to implement that strategy," said Larry Mauldin, Chairman of the Board of the Company. "They have exceeded our expectations on the capital raise and now we can continue our efforts to grow FSGBank and serve our communities." Sandler O'Neill + Partners, L.P., and Raymond James Financial, Inc., acted as financial advisors and placement agents for First Security Group, Inc., in connection with the offering. Bryan Cave LLP acted as legal counsel to First Security Group, Inc in connection with the Recapitalization. Sandler O'Neill Mortgage Finance, L.P., an affiliate of Sandler O'Neill + Partners, L.P., acted as exclusive financial advisor to First Security Group, Inc. in connection with the loan sale. Meanwhile, the Board of Directors elected Mr. William F. Grant, III, and Mr. Robert R. Lane to continue serving on the Board of the Directors of the Company, notwithstanding the exchange of the TARP Preferred Stock and the TARP Warrant. About First Security Group First Security Group, Inc., is a bank holding company headquartered in Chattanooga, Tennessee, with $1.2 billion in assets as of Sept. 30, 2010. Founded in 1999, First Security's community bank subsidiary, FSGBank, N.A., has 37 full- service banking offices, including the headquarters, along the interstate corridors of eastern and middle Tennessee and northern Georgia and 325 full-time equivalent employees. In Dalton, Georgia, FSGBank operates under the name of Dalton Whitfield Bank; along the Interstate 40 corridor in Tennessee, FSGBank operates under the name of Jackson Bank & Trust. In the auditors' report accompanying the financial statements for year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in Chattanooga, Tennessee, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has recently incurred substantial losses. The Company is also operating under formal supervisory agreements with the Federal Reserve Bank of Atlanta and the Office of the Comptroller of the Currency and is not in compliance with all provisions of the Agreements. Failure to achieve all of the Agreements' requirements may lead to additional regulatory actions. The Company reported a net loss of $23.06 million in 2011, a net loss of $44.34 million in 2010, and a net loss of $33.45 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $1.11 billion in total assets, $1.07 billion in total liabilities and $44.72 million in total shareholders' equity. FREESCALE SEMICONDUCTOR: Fitch Affirms 'CCC' Issuer Default Rating ------------------------------------------------------------------ Fitch Ratings has affirmed Freescale Semiconductor, Inc.'s long- term Issuer Default Rating (IDR) at 'CCC'. The Rating Outlook is Stable. Fitch's actions affect approximately $6.8 billion of total debt, including the currently undrawn RCF. RATING DRIVERS The ratings and Outlook reflect Freescale's weak free cash flow (FCF) and revenue growth. Cumulative free cash flow (FCF) since being taken private six years ago has been minimal after stripping out non-recurring cash flows. Additionally, Fitch estimates revenues (excluding cellular handset sales) have declined in the low single digits from pre-recession levels. Fitch calculates 2012 FCF was $58 million, after backing out $96 million of non-recurring cash flows from business interruption and inventory insurance recoveries. 2012 FCF also benefited from $86 million of deferred intellectual property (IP) revenue. IP licensing is part of Freescale's revenue growth acceleration strategy but cash flows should be volatile and non-recurring. Higher profitability from restructuring and healthier inventory levels should strengthen FCF. Freescale's manufacturing facility closures related to 2008-2009 restructuring initiatives will reduce costs by $120 million once fully realized. The company's 2012 focus product group reorganization will yield an additional $35 million to $40 million of annual cost savings. Utilization rates should increase from the low 70s and, in conjunction with meaningful operating leverage, should drive operating profit margin expansion. Distribution inventory returned to within a normal 9-10 week range by the end of 2012 after Freescale lowered factory loadings during the year to reduce excess inventory levels. As a result, Fitch believes operating EBITDA will exceed 22% by 2014 versus a Fitch estimated 19.4% for 2012. This assumes low- single digit revenue growth over at least the next two years. Within this context, Fitch expects more than $100 million of annual FCF over the next few years. Fitch's expectation for low single digit near-term organic revenue growth is driven by a cautious overall semiconductor demand environment. Book-to-bill is greater than 1 time (x) exiting 2012, following six consecutive quarters of negative year-over-year revenue growth. Automotive demand should be offset by cautious industrial demand. U.S. auto production increasing to 15 million units in 2013 from 14.5 million units in 2012 and increasing electronics content per vehicle will drive automotive strength. Demand in the U.S. is being tempered by weakness in Europe, while automotive unit growth in China, to which Freescale is less exposed, also will be positive. Over the longer term, Fitch expects low-single digit mid-cycle revenue growth. Freescale's reorganization intends to accelerate revenue growth by shifting sales resources to faster growing China and India and increasing analog and sensors and radio frequency penetration in industrial, consumer and medical markets. Credit protection measures should remain highly cyclical. Fitch estimates total leverage (total debt to operating EBITDA) for 2012 was approximately 8.3 x, compared with 6.0x for 2011. Interest coverage (operating EBITDA to gross interest expense) was approximately 1.5x for 2012, down from 1.9x for 2011. RATINGS SENSITIVITIES Debt reduction from free cash flow resulting in total leverage approaching 5.5x could result in positive rating actions. This will require the reversal of negative revenue growth trends. Conversely, negative rating actions could occur if Freescale uses significant free cash flow over a multi-year period. Fitch believes this would be the result of a weakened competitive position, due to lost market share or product commoditization. The ratings are supported by Freescale's: -- Leading share positions in microcontrollers and embedded processing markets, particularly automotive. These markets are characterized by longer product lifecycles; -- Increasing electronics penetration in automobiles and industrial and medical applications, as well as consumer electronics growth and solid long-term networking infrastructure investment requirements over the longer term; -- Low capital intensity from the company's 'asset-light' manufacturing strategy. Ratings concerns center on Freescale's: -- Revenue growth challenges, given a combination of difficulty displacing incumbent embedded suppliers, macroeconomic headwinds, and structurally lower revenues from the wind down of the company's cellular business over the past several years; -- Limited ability to organically reduce debt, given minimal FCF in recent years; -- Significant debt levels and interest expense. Fitch believes Freescale's liquidity was sufficient as of Dec. 31, 2012 and consisted of: i) approximately $711 million of cash and equivalents, $148 million of which was held in the U.S.; and ii) approximately $408 million (net of $17 million of letters of credit) of remaining availability under the $425 million senior secured RCF due July 1, 2016. Pro forma for Freescale's March 2013 term loan refinancing transaction, total debt was approximately $6.4 billion as of Dec. 31, 2012 and consisted of: -- $350 million of senior secured term loans due 2016; -- $2.4 billion of senior secured term loans due 2020; -- $2 billion of senior secured notes due 2018; -- $155 million of senior unsecured notes due 2014; -- $1.2 billion of senior unsecured notes due 2020; -- $264 million of senior subordinated notes due 2016. The $2.4 billion term loan maturing in 2020 could be accelerated should Freescale fail to meet a Sept. 2017 leverage test and reduce outstanding senior secured notes due 2018 to $500 million or less by Dec. 1, 2017. The March 2013 $2.74 billion term loan facility consists of a $350 million term loan that will mature in December 2016 and a $2.39 billion term loan that will mature in March 2020. Proceeds from the new facility extended approximately $1.9 billion of debt maturities from 2016 to 2020, reducing debt maturities over the next five years to approximately $770 million. The Recovery Ratings (RR) for Freescale reflect Fitch's recovery expectations under a distressed scenario, as well as Fitch's belief that Freescale's enterprise value, and hence recovery rates for its creditors, will be maximized as a going concern rather than liquidation scenario. In deriving a distressed enterprise value, Fitch assumes post- reorganization operating EBITDA of $725 million. Fitch applies a 5x distressed EBITDA multiple to reach a reorganization enterprise value of approximately $3.6 billion. As is standard with Fitch's recovery analysis, the revolver is assumed to be fully drawn and cash balances fully depleted to reflect a stress event. After reducing the amount available in reorganization for administrative claims by 10%, Fitch estimates the senior secured debt would recover 51% - 70%, equating to 'RR3' Recovery Ratings. The senior unsecured and senior subordinated debt tranches would recover 0% - 10%, equating to 'RR6' Recovery Ratings and reflect Fitch's belief that minimal if any value would be available for unsecured noteholders. Fitch affirms Freescale's ratings as follows: -- IDR 'CCC'; -- Senior secured bank revolving credit facility (RCF) at 'CCC+/RR3'; -- Senior secured term loans at 'CCC+/RR3'; -- Senior secured notes at 'CCC+/RR3'; -- Senior unsecured notes at 'CC/RR6'; -- Senior subordinated notes at 'CC/RR6'. GIM CHANNELVIEW: $420-Mil. Debt Facilities Get Moody's Ba3 Rating ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to GIM Channelview Cogeneration, LLC's $420 million in senior secured credit facilities. The facilities consist of a $375 million 7-year senior secured term loan due 2020 and a $45 million 5-year senior secured revolving credit facility due 2018. The outlook is stable. Proceeds will be used to repay existing indebtedness of the Borrower, to pay related transaction fees, costs and expenses and to pay a sizeable dividend to shareholders. Channelview owns a 818 megawatts (MW) power (before planned turbine upgrades) and approximately 1.7 MM lb/hr steam natural-gas fired combined cycle cogeneration plant located in the Houston zone of ERCOT. Channelview in turn is owned by Global Infrastructure Partners (90%), an independent fund manager specializing in infrastructure investments, and Fortistar (10%), an owner of a portfolio of power plants. Ratings Rationale: The Ba3 rating reflects the contracted nature of a meaningful portion of the Project's expected cash flow (all of which have contractual arrangements with investment grade counterparty families), the importance of the facility to Equistar Chemicals, LP (Equistar), a subsidiary of LyondellBasell Industries, N.V. (Lyondell: Baa3 stable), one of the world's largest independent petrochemicals companies, and the cost competitiveness of the Project relative to other combined cycled natural gas-fired plants (CCGTs) in ERCOT. These benefits are balanced against the very high leverage that will surface at financial close following the payment of the approximate $250 million dividend to shareholders resulting in credit metrics consistent with a "B" rating category under various scenarios evaluated by Moody's. Channelview is the sole provider of steam under a long-term Steam Supply Agreement to a key petrochemical facility of Equistar. Channelview also provides 293 MWs of power to Equistar under an Energy Supply Agreement (ESA) that expires in August 2018 under which Channelview receives an energy payment and a capacity payment, both of which Moody's believes are below-market. Moody's understands that the Equistar facility remains a key holding of Lyondell as it represents the largest of Lyondell's ethylene facilities and is integrated with Lyondell's sizeable Gulf Coast refinery and downstream petrochemical operations. In addition to the Equistar arrangement, Channelview has various medium and short-term power contracts and hedges with Shell Energy North America (US), L.P. (A2 stable) and EDF Trading North America, LLC, a subsidiary of EDF Trading Limited (A3 negative). Moody's understands that Channelview's hedging strategy generally results in about 70% of the prompt year's gross margin being hedged and around 50% of its gross margin over three-year prospective period being hedged. Together these contracts provide a degree of predictability and stability to the Project cash flows. The remainder of the cash flow is unhedged, with power and ancillary services sold into the ERCOT market on a merchant basis. While this creates the potential for year-over-year cash flow volatility, a rating concern, this risk is mitigated by the very competitive heat rate historically demonstrated at the Project. As a combined cycle cogeneration facility, Channelview's historical adjusted heat rate of around 6,100 Btu/Kwh benefits from the plant being able to generate and sell steam to its host off-taker. Given the fact Channelview operates at an approximately 14% lower operating heat rate than new CCGTs and that market heat rates in this region of ERCOT have exceeded 10,000 Btu/Kwh in the recent past, Moody's believes Channelview will remain well-positioned to operate as a pure merchant play. Moreover, Channelview's ability to maintain an adjusted heat rate near its historical average of 6,100 Btu/Kwh makes the plant a desirable resource for Shell and EDF as existing hedges expire, for potential new hedge counterparties (if pursued), and most importantly, for Equistar, particularly as it approaches the expiry of its ESA in 2018. The rating also considers the high leverage associated with this financing, which results in debt service coverage metrics and leverage metrics in the B category under the Moody's Base Case using the published Power Generation Project Methodology (updated December 2012) . GIM Channelview has a mandatory 1% annual principal amortization, but most deleveraging comes via a cash flow sweep of up to 100% of the excess cash flow to meet a Target Debt Balance. This could increase the potential for refinancing risk if the cash flows and deleveraging do not materialize as expected. The credit facilities will be secured by a first priority lien on all assets and capital stock of the Borrower. Moody's believes that the collateral package provides strong coverage for investors, even at financial close as the ratio of Debt per KW, as Moody's calculates it, is expected to be $438/KW (assumes capacity of 856 MW), which compares favorably to other recent transactions involving CCGT's in Texas particularly when one factors in the competitive benefits of Channelview's lower adjusted heat rate relative to these units. That being said, any incremental value ascribed to Channelview for its attractive adjusted heat rate is highly dependent on its continuing importance to Equistar and Lyondell as a provider of steam for ethylene production. The stable outlook incorporates the contracted nature of the cash flows and Moody's belief that the plant will continue to operate in a way that is consistent with its strong operating history since commercial operation in 2002. The stable outlook also considers the improving fundamentals for power sales in the ERCOT market as a result of growing demand and declining reserve margins. The rating is currently well placed and has limited prospects for a rating upgrade in the near term. Over the longer term, positive trends that could lead to an upgrade include greater than expected debt repayment, or stronger than expected cash flow, resulting in credit metrics achieving the 'Ba' category under Moody's methodology. The rating or the outlook could face downward pressure should the key contractual off-takers face credit deterioration; Channelview fails to replace or renew contracts and hedges when they mature such that more of the cash flows are unhedged going forward; financial performance and deleveraging ends up being substantially lower than Moody's expectations; and operating difficulties (including a significant steam outage) surface that result in a meaningful reduction in cash flow available for debt service. The principal methodology used in this rating was Power Generation Projects published in December 2012. GIM Channelview Cogeneration, LLC owns a 818MW power and approx. 1.7 MM lb/hr steam natural-gas fired combined cycle cogeneration plant located in the Houston zone of ERCOT. GIM Channelview is 90% owned by Global Infrastructure Partners and 10% owned by Fortistar. GLEN ROCK: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Glen Rock Building Supply, Inc. aka Glen Rock Lumber P.O. Box 2545 Fair Lawn, NJ 07410 Bankruptcy Case No.: 13-17918 Chapter 11 Petition Date: April 14, 2013 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Rosemary Gambardella Debtor's Counsel: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: (732) 223-8484 Fax: (732) 223-2416 E-mail: tneumann@bnfsbankruptcy.com Scheduled Assets: $2,262,733 Scheduled Liabilities: $5,196,925 A copy of the Company's list of its 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/njb13-17918.pdf The petition was signed by Stephen R. Leone, president. GLOBAL AVIATION: Teamsters Call for Costly Executive Search Halt ---------------------------------------------------------------- The International Brotherhood of Teamsters, which represents approximately 340 pilots and flight attendants for Global Aviation's two airlines World Airways and North American Airlines, are calling on the company's board of directors to take swift and decisive action in selecting a chief executive officer with a proven track record of turning an airline around. Global Aviation emerged from bankruptcy Feb. 13, 2013 after pilots and flight attendants made significant sacrifices to save what had been the biggest charter-flight company for the U.S. military. Since then, Global's CEO Robert Binns -- who pocketed a seven- figure "retention payment" shortly after Global emerged from bankruptcy -- abruptly quit. The current interim CEO, Charles McDonald, President of Global Aero Logistics, is part of the past management team that brought this company from financial solvency in 2007 to bankruptcy in 2012. Previously McDonald was teamed up with Robert Binns at the now defunct Transmeridian Airlines and with the current chief financial officer, Bill Garrett, who served Gemini Air Cargo and Vanguard Airlines -- both companies that have since ceased operations. The company also brought aboard a new chief operating officer and director of operations for World Airways; both come from ASTAR Air Cargo which shuttered operations in June 2012. Not surprisingly, amid this chaos, the company has lost yet another important customer and has failed to attract any new long term customers since emerging from bankruptcy. Management has also failed to honor and abide by the terms of its labor agreements, further undermining the interests of pilots and flight attendants -- key stakeholders in the company. The Teamsters Union filed suit today in federal court to enjoin the company from further abuses. "Global's employees accepted significant concessions to help the company emerge from bankruptcy including a nearly 27 percent reduction in wages and far more flexible work rules in exchange for an equity stake," said Captain David Bourne, Director of the Teamsters Airline Division. "Global's management team has no excuses to not follow the contract that they agreed to. Instead the pilot group finds itself with a record number of grievances and an apathetic Flight Operations team and flight attendants face a very uncertain future." Through their ownership equity stake, employees appointed an airline executive with a successful record of navigating airlines through and out of bankruptcy to serve on our board of directors. "There is no time for a prolonged, costly executive search," Mr. Bourne said. "What this company needs is a new CEO that has a proven track record of successfully turning around airlines; bringing companies out of bankruptcy and working cooperatively with front line employees to bring stability and profitability to the company, its investors and stakeholders. "Global's mismanagement is alienating the largest single stakeholder of the company -- labor. Our members are devastated to see their company squander opportunities created by our new competitive and flexible working agreement. We want to see the company thrive. Management must honor its obligations to employees and aggressively pursue new business." The Teamsters Airline Division -- http://www.teamster.org-- represents about 80,000 workers in all segments of commercial aviation, including pilots and flight attendants. The International Brotherhood of Teamsters was founded in 1903 and represents more than 1.4 million hardworking men and women in the United States, Canada and Puerto Rico. GMX RESOURCES: Has Interim Access to $20 Million DIP Loan --------------------------------------------------------- The Bankruptcy Court, on April 3, 2013, entered an interim order authorizing GMX Resources Inc. to enter into a Superpriority Debtor in Possession Credit and Guaranty Agreement, dated as of April 4, 2013, among the Debtor, as Borrower, Diamond Blue Drilling Co. and Endeavor Pipeline Inc., as Guarantors, the lenders party thereto, including the GSO Funds, as lenders, and Cantor Fitzgerald Securities, as DIP Agent. Pursuant to the terms of the DIP Facility, the lenders agreed, if approved by the Court, to lend up to $50,000,000 in term loans. The Interim Order authorizes the Debtor on an interim basis to borrow loans up to the principal amount of $20 million, including, if required, to have letters of credit issued in the aggregate face amount not to exceed $1 million. All of those borrowings are required to be used by the debtors as expressly permitted under the DIP Facility and related documents. The proceeds of the Funding Amount, subject to the Initial Budget and the Approved 13-Week Budget, will be used to pay the fees, costs and expenses incurred by the Debtor in the administration of bankruptcy proceeding related to the Debtor, to provide for working capital, professional expenses and other general corporate purposes, subject to approval by the lenders, which may include the orderly sale of the Debtor's assets pursuant to Section 363 of the Bankruptcy Code. The DIP Facility contains certain events of default, the occurrence of which will permit the DIP Agent and the lenders to exercise certain remedies, including without limitation acceleration of the loans, termination of the commitments to extend credit thereunder and realization upon the collateral. As security for the performance of the obligations of the Debtor under the DIP Facility and the related loan documents, the DIP Agent, for the benefit of itself and the other lenders, has been granted security interest in and lien on substantially all of the Issuer's assets, having the priority and subject to the terms and conditions set forth in the DIP Facility and the Court's orders. 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, 2013, 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. GREGORY WOOD: Bankruptcy Administrator Unable to Appoint Panel -------------------------------------------------------------- The Bankruptcy Administrator in the Chapter 11 case of Gregory Wood Products, Inc., was unable to appoint a Committee of Creditors because none of the 20 largest unsecured creditors have accepted appointment. Gregory Wood Products, Inc., filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 13-50104) on Feb. 15, 2013, disclosing total assets of $15.1 million and liabilities of $10.9 million. The Debtor owns land and building in Woodtech Drive, in Newton, California, worth $3.28 million, serving as collateral to a $10.3 million debt. The Debtor valued its machinery and equipment at $11.3 million. David A. Matthews, Esq., at Shumaker, Loop & Kendrick, LLP, in Charlotte, North Carolina, serves as counsel to the Debtor. Judge Laura T. Beyer presides over the case. GROVES IN LINCOLN: Senior Living Facility Has June 12 Auction ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Groves independent-living facility in Lincoln, Massachusetts, will be the subject of an auction in bankruptcy court on June 12 to determine if the best offer to buy the facility is the pre-bankruptcy agreement from an affiliate of Benchmark Assisted Living LLC worth as much as $35 million. Under sale procedures the judge approved Thursday, competing offers are due June 3. If there is a higher bid, the June 12 auction will be held in the courtroom. The hearing for approval of the sale will take place immediately after the auction. Wellesley, Massachusetts-based Benchmark will pay $30 million cash plus another $5 million if approval is given to build an assisted- living facility on the campus. At the outset of the bankruptcy, the company said the sale should result in a 51% recovery on $88.4 million in Massachusetts Development Finance Agency bonds sold in 2009 to finance the project. Together with reserve funds, bondholders are expected to receive $45.3 million from the sale. About Groves in Lincoln The Groves in Lincoln Inc., along with affiliate The Apartments of the Grove Inc., sought Chapter 11 protection (Bankr. D. Mass. Case No. 13-11329) in Boston on March 11, 2013. David C. Turner signed the petition as president and CEO. Groves is a Massachusetts not-for-profit corporation organized in 2006 for the purpose of developing and operating a senior independent living facility in Lincoln, Massachusetts to be known as The Groves in Lincoln. This facility now consists of 168 independent living units on a 34-acre campus with a mix of apartments, cottages, and related common areas including community center, dining rooms, lounges, barbershop/beauty salon, library, fitness center and pool. Groves has 26 full-time employees and 22 part-time employees as of the bankruptcy filing. The Debtors tapped Murtha Cullina LLP as counsel, Verdolino & Lowey, P.C. as accountants and financial advisors, and RBC Capital Markets LLC as investment banker. HAMPTON ROADS: To Sell $50 Million Worth of Securities ------------------------------------------------------ Hampton Roads Bankshares, Inc., filed a Form S-3 registration statement with the U.S. Securities and Exchange Commission relating to the offering of any of the Company's preferred stock, common stock, warrants, stock purchase contracts, and units for an aggregate offering price of $50 million. The Company will provide the specific terms for securities to be offered in one or more prospectus supplements. The Company's Common Stock is listed on the NASDAQ Global Select Market under the symbol "HMPR." The aggregate market value of the Company's outstanding common equity held by non-affiliates on April 10, 2013, was $43,993,975 based on 170,265,150 shares of common stock outstanding, of which 34,103,857 shares were held by non-affiliates, and a closing price of the Company's Common Stock on the NASDAQ Global Select Market on that date of $1.29 per share. Other than the Common Stock, the Company does not have any securities listed on the NASDAQ Stock Market or any other stock exchange. A copy of the prospectus is available for free at: http://is.gd/SRFiy0 About Hampton Roads Bankshares Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. Currently, Bank of Hampton Roads operates twenty- eight banking offices in the Hampton Roads region of southeastern Virginia and twenty-four offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and 15 ATMs. Effective June 17, 2010, the Company and its banking subsidiary, Bank of Hampton Roads ("BOHR"), entered into a written agreement with the Federal Reserve Bank of Richmond and the Bureau of Financial Institutions of the Virginia State Corporation Commission. The Company's other banking subsidiary, Shore Bank, is not a party to the Written Agreement. Under the terms of the Written Agreement, among other things, BOHR agreed to develop and submit for approval plans to (a) strengthen board oversight of management and BOHR's operations, (b) strengthen credit risk management policies, (c) improve BOHR's position with respect to loans, relationships, or other assets in excess of $2.5 million which are now, or may in the future become, past due more than 90 days, are on BOHR's problem loan list, or adversely classified in any report of examination of BOHR, (d) review and revise, as appropriate, current policy and maintain sound processes for determining, documenting, and recording an adequate allowance for loan and lease losses, (e) improve management of BOHR's liquidity position and funds management policies, (f) provide contingency planning that accounts for adverse scenarios and identifies and quantifies available sources of liquidity for each scenario, (g) reduce the Bank's reliance on brokered deposits, and (h) improve BOHR's earnings and overall condition. The Company reported a net loss of $98 million in 2011, compared with a net loss of $210.35 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $2.07 billion in total assets, $1.88 billion in total liabilities and $187.96 million in total shareholders' equity. HANDY HARDWARE: Gets Final OK to Incur Postpetition Financing ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware in February signed a stipulation and agreed final order (i) authorizing Handy Hardware Wholesale, Inc., to: a) obtain postpetition financing on a superpriority secured from Wells Fargo Bank, National Association of up to the aggregate principal amount of $30,000,000, inclusive of the amount of all prepetition indebtedness owed by the Debtor to Wells Fargo, of which the Debtor may draw up to $22 million; and b) use cash collateral. As reported in the Troubled Company Reporter on Jan. 17, 2013, the Debtor's prepetition secured debt is held by Wells Fargo, which is owed $14.6 million, as well as Capital One, North America, which is owed $26 million. In its motion seeking approval of the financing, the Debtor said the DIP Credit Facility allows the Debtor to draw in amount not to exceed the maximum revolver amount of, after final approval of the financing, $30 million inclusive of prepetition debt owed to Wells Fargo. The DIP facility will mature 180 days from the Petition Date. But failure to meet these milestones will constitute events of default: -- failure of the Debtor to file a plan of reorganization on or before 60 days following the Petition Date; -- failure to commence a hearing on the Disclosure Statement on or before 90 days following the Petition Date; -- failure to commence a hearing on the confirmation of the plan on or before 120 days following the Petition Date; and -- failure to confirm the Plan on or before 175 days following the Petition Date, and have the Plan go effective on or before 180 days following the Petition Date. As adequate protection from any diminution in value of the lender's collateral, the Debtor will grant the lender replacement liens upon all collateral of the Debtor's estate, a superpriority administrative expense claim status, subject to carve out on certain expenses. About Handy Hardware Handy Hardware Wholesale, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013. Handy Hardware is engaged in the business of buying goods from vendors and selling those goods at a discounted price to its members for sale in their retail stores. Handy Hardware, which has 300 employees, is operating on a cooperative basis and is completely member-owned, with over 1,000 members. The Debtor's warehouse facilities are located in Houston, Texas, and in Meridian, Mississippi. Trucking services are provided by Averitt Express, Inc., and Trans Power Corp. Its members operate 1,300 retail stores, home centers, and lumber yards. The members are located in 14 states throughout the U.S. as well as in Mexico, South America, and Puerto Rico. Bankruptcy Judge Mary F. Walrath oversees the case. Lawyers at Ashby & Geddes, P.A., serve as the Debtor's counsel. MCA Financial serves as financial advisor. Donlin Recano serves as claims and noticing agent. The Debtor disclosed $79,169,106 in assets and $77,605,085 plus an unknown in liabilities as of the Chapter 11 filing. A seven-member official committee of unsecured creditors has been appointed in the case. HARDAGE HOTELS: Will Present Plan for Confirmation on May 2 ----------------------------------------------------------- On March 6, 2013, the Bankruptcy Court approved the adequacy of the Disclosure Statement for Hardage Hotels I, LLC's Second Amended Plan of Reorganization dated Feb. 15, 2013. All ballots must be delivered to the voting agent so as to be received no later than 5:00 p.m. on April 22, 2013. The Confirmation Hearing will be held at 10:30 a.m. on May 2, 2013. Any objections to confirmation of the Plan will be filed so as to be actually received no later than 5:00 p.m. on April 22, 2013. The Debtor will have until April 29, 2013, to file its brief or responsive pleadings addressing any objections to confirmation of the Plan. According to the Disclosure Statement, on the Effective Date, the secured claim of Security Bank of Kansas City (Class 1) will be fully and finally allowed in the amounts set forth in Claim No. 64 filed by SBKC and in accordance with the SBKC Loan Modification Agreement and SBKC will retain its liens on the Kansas City Hotel, Newark Hotel and Overland Park Hotel, under existing loan and security agreements. Pursuant to the SBKC Loan Modification Agreement, the principal balance of the SBKC Secured Claim (other than the Tax Loan) will be amortized based upon a twenty (20) year amortization schedule. On the Maturity Date (as such term is defined in the SBKC Loan Modification Agreement), all principal, interest and other charges will be due and payable in full. The Tax Loan will mature on March 31, 2014, and all other terms of the Tax Loan will remain unchanged from the treatment set forth in the May 2011 Modification except the rate of interest will be 6% per annum. SBKC will enter into a that Senior Intercreditor Agreement with OneWest Bank FSB. On the Effective Date, the OneWest Bank FSB Secured Claim (Class 3) will be fully and finally allowed in the approximate amount of $21,000,000. OneWest will receive the treatment provided by the OWB Restructured Loan Documents and will be vested with, and/or retain, all of the legal, equitable, and contractual rights set forth in the OWB Restructured Loan Documents. The Hardage Suite Loan Documents, the Woodfin Loan Documents, and the Original Guaranties will be cancelled pursuant to the terms of the OWB Restructured Loan Documents. In addition, concurrently with the closing of the sale of the Clive Hotel pursuant to the Clive Asset Purchase Agreement or other Third Party Sale of the Clive Hotel, the Debtor and/or the Reorganized Debtor will pay to OneWest in immediately available funds through the escrow established for such sale an amount equal to 50% of the Net Proceeds derived from such sale and otherwise in accordance with the terms and conditions set forth in Section 8.03 of the OWB Restructured Loan Agreement. Each Holder of an Allowed General Unsecured Claim (Class 4) will, in full and final satisfaction of such Allowed General Unsecured Claim, be paid in Cash, in full, on the later of: (i) the Effective Date; and (ii) if such General Unsecured Claim is not Allowed due to an objection, and is Allowed after the Effective Date, the date upon which there is a Final Order allowing such Unsecured Claim. Membership Interests (Class 8) in the Debtor are Unimpaired. HSH I, Inc., a Delaware corporation, and HARDAGE HOTELS, LLC, a Delaware limited liability company, will retain their Membership Interests in the Reorganized Debtor in exchange for the contribution of $1,191,559.00 in cash to be distributed as set forth in Section 8.04 of the Plan on or before the Effective Date. A copy of the Disclosure Statement (Solicitation Version) is available at http://bankrupt.com/misc/hardagehotels.doc339.pdf About Hardage Hotels Hardage Hotels I, LLC, filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 12-30443) on March 6, 2012. The petition was signed by Samuel A. Hardage, president. Hardage is a Delaware limited liability company formed in 1995 and is headquartered in San Diego, California. The Debtor owns and operates seven hotels in seven states under the brand name of ?Chase Suites?. The hotels are located in El Paso, Texas; Overland Park, Kansas; Newark, California; Kansas City, Missouri; Clive, Iowa; Lincoln, Nebraska; and Dublin, Ohio. The Debtor is a borrower under several different secured credit facilities and, as of the Petition Date, has total outstanding secured debt in the aggregate amount of $43,658,895.81, plus accrued interest thereon. Beginning in 2010, the Debtor began negotiations with OneWest Bank FSB, seeking to restructure the OneWest Secured Claim. Ultimately the negotiations broke down, and on Jan. 13, 2012, OneWest posted a notice of foreclosure sale for the El Paso Hotel. The foreclosure sale was scheduled to take place on March 6, 2012. On March 6, 2012, the Debtor commenced the Bankruptcy Case. Judge H. Christopher Mott presides over the Chapter 11 case. The Debtor has tapped Haynes and Boone LLP as attorneys, and Transitional Finance Partners as its financial advisor. In its schedules, the Debtor disclosed $39,203,540 in total assets and $31,119,611 in total liabilities. Brinkman Portillo Ronk, PC, serves as counsel to the Official Committee of Unsecured Creditors. No trustee or examiner has been requested or appointed in the Chapter 11 case. HOSTESS BRANDS: Gets Court OK to Change Name After Sale Closing --------------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized Hostess Brands, Inc., et al., to change their corporate names and the caption of their Chapter 11 cases upon and in connection with the closing of the sale of their assets. Pursuant to the Purchase Agreement, after closing, the Debtors are required to promptly discontinue the use of all purchased trademarks, including "Hostess." About Hostess Brands Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known for iconic brands such as Butternut, Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride, Twinkies and Wonder. Hostess has 36 bakeries, 565 distribution centers and 570 outlets in 49 states. Hostess filed for Chapter 11 bankruptcy protection early morning on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New York. Hostess Brands disclosed assets of $982 million and liabilities of $1.43 billion as of the Chapter 11 filing. The bankruptcy filing was made two years after predecessors Interstate Bakeries Corp. and its affiliates emerged from bankruptcy (Bankr. W.D. Mo. Case No. 04-45814). In the new Chapter 11 case, Hostess has hired Jones Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general corporate counsel and conflicts counsel; Perella Weinberg Partners LP as investment bankers, FTI Consulting, Inc. to provide an interim treasurer and additional personnel for the Debtors, and Kurtzman Carson Consultants LLC as administrative agent. Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry Wilson, the head of turnaround and restructuring firm MAEVA Advisors, are representing the Teamsters union. Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Bakery & Confectionery Union & Industry International Pension Fund are Jeffrey R. Freund, Esq., at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright & Jaworski L.L.P. The official committee of unsecured creditors selected New York law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein head the legal team for the committee. Hostess Brands in mid-November 2012 opted to pursue the orderly wind down of its business and sale of its assets after the Bakery, Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a nationwide strike. The Debtor failed to reach an agreement with BCTGM on contract changes. Hostess Brands said it intends to retain approximately 3,200 employees to assist with the initial phase of the wind down. Employee headcount is expected to decrease by 94% within the first 16 weeks of the wind down. The entire process is expected to be completed in one year. Hostess has received court approval for sales raising about $800 million. Apollo Global Management LLC and C. Dean Metropoulos & Co. are buying the snack cake business for $410 million. Flowers Foods Inc. is taking most of the bread business, including the Wonder bread brand for $360 million. Neither of the sales attracted competitive bidding. After an auction with competitive bidding, Mexican baker Grupo Bimbo SAB was given a green light to buy the Beefsteak rye bread business for $31.9 million. HOSTESS BRANDS: Agrees with Lenders to Modify Financing Orders -------------------------------------------------------------- Hostess Brands, Inc., and its debtor affiliates; Silver Point Finance, LLC, in its capacities as the administrative and collateral agent under the DIP Facility, the administrative and collateral agent under the Credit and Guaranty Agreement, the administrative and collateral agent under the Third Lien Credit and Guaranty Agreement; and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral trustee under the indenture, ask the U.S. Bankruptcy Court for the Southern District of New York to approve a stipulation modifying the final orders authorizing the Debtors' access to financing. The stipulation establishes certain protocols and procedures with respect to the Final Orders following the repayment in full of the ABL Prepetition Indebtedness and the DIP Obligations. The Debtors and the DIP Agent have negotiated and prepared a payoff letter. A full-text copy of the stipulation is available for free at http://bankrupt.com/misc/HOSTESSdipstip0415.pdf About Hostess Brands Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known for iconic brands such as Butternut, Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride, Twinkies and Wonder. Hostess has 36 bakeries, 565 distribution centers and 570 outlets in 49 states. Hostess filed for Chapter 11 bankruptcy protection early morning on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New York. Hostess Brands disclosed assets of $982 million and liabilities of $1.43 billion as of the Chapter 11 filing. The bankruptcy filing was made two years after predecessors Interstate Bakeries Corp. and its affiliates emerged from bankruptcy (Bankr. W.D. Mo. Case No. 04-45814). In the new Chapter 11 case, Hostess has hired Jones Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general corporate counsel and conflicts counsel; Perella Weinberg Partners LP as investment bankers, FTI Consulting, Inc. to provide an interim treasurer and additional personnel for the Debtors, and Kurtzman Carson Consultants LLC as administrative agent. Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry Wilson, the head of turnaround and restructuring firm MAEVA Advisors, are representing the Teamsters union. Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Bakery & Confectionery Union & Industry International Pension Fund are Jeffrey R. Freund, Esq., at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright & Jaworski L.L.P. The official committee of unsecured creditors selected New York law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein head the legal team for the committee. Hostess Brands in mid-November 2012 opted to pursue the orderly wind down of its business and sale of its assets after the Bakery, Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a nationwide strike. The Debtor failed to reach an agreement with BCTGM on contract changes. Hostess Brands said it intends to retain approximately 3,200 employees to assist with the initial phase of the wind down. Employee headcount is expected to decrease by 94% within the first 16 weeks of the wind down. The entire process is expected to be completed in one year. Hostess has received court approval for sales raising about $800 million. Apollo Global Management LLC and C. Dean Metropoulos & Co. are buying the snack cake business for $410 million. Flowers Foods Inc. is taking most of the bread business, including the Wonder bread brand for $360 million. Neither of the sales attracted competitive bidding. After an auction with competitive bidding, Mexican baker Grupo Bimbo SAB was given a green light to buy the Beefsteak rye bread business for $31.9 million. IMMUCOR INC: Moody's Lowers Rating on $400MM Notes to 'Caa2' ------------------------------------------------------------ Moody's Investors Service downgraded the ratings of Immucor, Inc. including the Corporate Family Rating to B3 from B2 and the Probability of Default Rating to B3-PD from B2-PD. Moody's also lowered the ratings on the senior secured credit facilities to B1 from Ba3 and $400 million senior unsecured notes to Caa2 from Caa1. Immucor's Speculative Grade Liquidity rating of SGL-2 was affirmed. The rating outlook is stable. The rating actions conclude the review for downgrade that was initiated on January 7, 2013. The following ratings were downgraded: Corporate Family Rating to B3 from B2 Probability of Default Rating to B3-PD from B2-PD $657 million Term Loan B due 2018 to B1 (LGD3, 30%) from Ba3 (LGD2, 29%) $100 million Revolver due 2017 to B1 (LGD3, 30%) from Ba3 (LGD2, 29%) $400 million Senior Unsecured Notes due 2019 to Caa2 (LGD5, 85%) from Caa1 (LGD5, 84%) Rating affirmed: Speculative Grade Liquidity rating of SGL-2 Ratings Rationale: The downgrade of the CFR to B3 from B2 reflects Moody's expectation that Immucor's financial leverage will remain high at or above 7.0x over the next 12-18 months -- a level no longer supportive of its previous B2 rating. Contrary to Moody's original expectation when the initial rating was assigned at the time of the LBO in 2011, Immucor's leverage as measured by debt/EBITDA (incorporating Moody's analytical adjustments) increased over time and was high at around 7.4x at the end of the 3Q 2013 (February 28, 2013). Moody's expects a very slow deleveraging pace in the near to medium term due to the company's lack of meaningful growth in EBITDA. Immucor's topline growth will continue to be constrained by lower blood demand in the US and economic uncertainties in Europe. In addition, Moody's anticipates greater competition in automated blood testing systems in the US market in the next few years, further constraining revenue and margin for Immucor. Immucor's small revenue size and business concentration from blood diagnostic products make it vulnerable to competitive threats from larger companies which have significantly greater financial and sales resources. The rating also considers the on- going regulatory uncertainty with respect to the FDA's notice of intent to revoke ("NOIR") Immucor's biologics license. Positive rating consideration is given to the recurring nature of Immucor's revenue stream as its growing installed base of closed system instruments requires the use of Immucor's reagents. The ratings are also supported by low customer concentration, Immucor's strong market presence in the US and the company's history of product innovation. The rating also benefits from strong EBITDA margins (albeit deteriorated recently), and Moody's expectation for modest positive free cash flow in the next 12-18 months. The stable rating outlook reflects Moody's expectation that the company will maintain slightly positive free cash flow and that revenue and EBITDA will grow modestly in low single digits over the next year as the company benefits from investments in R&D and sales and marketing resources. However, these factors will be partially offset by unfavorable industry and economic headwinds. Moody's could downgrade Immucor's ratings if free cash flow becomes sustainably negative or leverage approaches 8.0 times either due to deterioration in EBITDA or acquisitions. Further, material deterioration in liquidity could also lead to downward pressure on the ratings. Also, any material negative developments related to the company's FDA issues could potentially lead to a downgrade of the ratings. Moody's could upgrade the ratings if Immucor were to grow revenue and EBITDA such that adjusted leverage will be sustained below 6.5 times and free cash flow will remain above 5% of total adjusted debt. A final favorable resolution of the NOIR could also support an upgrade. Immucor's liquidity profile benefits from considerable availability under its $100 million revolver and Moody's expectation for good headroom under the net senior secured leverage covenant. Also, free cash flow is expected to improve in the next 12 months in part due to the interest savings from recent repricing on the credit facilities. The principal methodology used in rating Immucor, Inc. was the Global Medical Product and Device Industry Methodology 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. Immucor, Inc., headquartered in Norcross, Georgia, is a leading in-vitro diagnostic blood typing and screening company that develops and manufactures reagents and automated systems used by hospitals, donor centers and reference laboratories. For the twelve months ended February 28, 2013, Immucor reported net sales of approximately $339 million. INSPIREMD INC: Offering 12.5-Mil. Common Shares at $2 Apiece ------------------------------------------------------------ InspireMD, Inc., announced the pricing of an underwritten public offering of 12,500,000 shares of its common stock at a price to the public of $2.00 per share. The net proceeds to the Company from this offering are expected to be approximately $22.6 million, after deducting underwriting discounts and commissions and other estimated offering expenses. The offering is expected to close on or about April 16, 2013, subject to customary closing conditions. InspireMD also has granted the underwriters a 30-day option to purchase up to an additional 1,875,000 shares to cover over- allotments, if any. The Company also announced that, effective as of April 11, 2013, its common stock will begin trading on the NYSE MKT under the symbol "NSPR." In connection with its listing on the NYSE MKT, the Company's common stock will cease trading on the OTC Bulletin Board. The Company intends to use the proceeds from the offering to redeem its convertible debentures, to support the worldwide commercialization of the MGuardTM Embolyic Protective Stent (EPS) in acute myocardial infarction, to pursue FDA approval in the U.S. and for general corporate purposes. Cowen and Company, LLC, is sole book runner and JMP Securities is acting as co-lead manager. The offering of these securities will be made only by means of a prospectus. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission (SEC). The registration statement may be accessed through the SEC's Web site at www.sec.gov. A prospectus relating to these securities may be obtained from Cowen and Company, LLC (c/o Broadridge Financial Services) at 1155 Long Island Avenue, Edgewood, NY, 11717, Attn: Prospectus Department, or by calling (631) 274-2806. About InspireMD InspireMD, Inc., was organized in the State of Delaware on Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the acquisition, exploration and development of natural resource properties. On March 28, 2011, the Company changed its name from "Saguaro Resources, Inc." to "InspireMD, Inc." Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical device company focusing on the development and commercialization of its proprietary stent platform technology, Mguard. MGuard provides embolic protection in stenting procedures by placing a micron mesh sleeve over a stent. The Company's initial products are marketed for use mainly in patients with acute coronary syndromes, notably acute myocardial infarction (heart attack) and saphenous vein graft coronary interventions (bypass surgery). The Company's balance sheet at Sept. 30, 2012, showed $13.6 million in total assets, $14.4 million in total liabilities, and a stockholders' deficit of $756,000. InspireMD reported a net loss of US$17.59 million on US$5.35 million of revenue for the year ended June 30, 2012, compared with a net loss of US$6.17 million on US$4.67 million of revenue during the prior year. Kesselman & Kesselman, in Tel Aviv, Israel, 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 had recurring losses, negative cash flows from operating activities and has significant future commitments that raise substantial doubt about its ability to continue as a going concern. The Company said the following statement in its quarterly report for the period ended Dec. 31, 2012: "The Company has had recurring losses and negative cash flows from operating activities and has significant future commitments. For the six months ended December 31, 2012, the Company had losses of approximately $9.4 million and negative cash flows from operating activities of approximately $5.8 million. The Company's management believes that its financial resources as of December 31, 2012 should enable it to continue funding the negative cash flows from operating activities through the three months ended September 30, 2013. Furthermore, commencing October 2013, the Company's senior secured convertible debentures (the "2012 Convertible Debentures") are subject to a non-contingent redemption option that could require the Company to make a payment of $13.3 million, including accrued interest. Since the Company expects to continue incurring negative cash flows from operations and in light of the cash requirement in connection with the 2012 Convertible Debentures, there is substantial doubt about the Company's ability to continue operating as a going concern. These financial statements include no adjustments of the values of assets and liabilities and the classification thereof, if any, that will apply if the Company is unable to continue operating as a going concern." The Company's balance sheet at Dec. 31, 2012, showed US$11.59 million in total assets, US$11.39 million in total liabilities and a US$204,000 in total equity. JAYHAWK ENERGY: Appoints Interim CEO and Chairman ------------------------------------------------- Lindsay Gorrill has resigned as President and CEO of the Company effective April 9, 2013. There has been no disagreement between the Company and Mr. Gorrill, known to an executive officer of JayHawk Energy, Inc., on any matter relating to the Company's operations, policies or practices. On April 9, 2013, Kelly J. Stopher was appointed as the interim President and CEO of the Company. Mr. Stopher currently also serves as the Chief Financial Officer of JayHawk Energy, Inc. Mr. Stopher was appointed Chief Financial Officer of the Company on Sept. 28, 2010. Mr. Stopher has developed strategies to implement financial management systems, internal control policies and procedures, and financial reporting and modeling for small-cap companies. From March 2001 through September 2010, Mr. Stopher worked for Allied Security. Mr. Stopher worked as business relationship manager for Wells Fargo Bank, Spokane, WA, from April 2006 through August 2009. From September 2004 through January 2006, he acted as CFO for Weldon Barber, Spokane, WA. From October 2003 through September 2004, he was a sales associate for Kiemle & Hagood Company, in Spokane, WA. From January 2001 through March 2003 he worked as an account executive for Aston Business Solutions in Boise, ID specializing in enterprise accounting software systems. Prior that Mr. Stopher worked as CFO for Lee Read Jewelers in Boise, ID and spent 5 years in public accounting with Langlow Tolles & Company in Tacoma, WA. Mr. Stopher also serves as Chief Financial Officer for Star Gold Corp., a company quoted on the OTC Bulletin Board, and was appointed to that position in October 2010. Mr. Stopher holds a bachelor's degree from Washington State University in Business Administration - Accounting. There are no family relationships between Mr. Stopher and any member of the Board of Directors or any other officer of the Company. There have been no transactions since the beginning of the Company's last fiscal year, or any proposed transaction, in which the Company was or is to be party and in which Mr. Stopher had or will have a direct or indirect material interest. Mathew J. Wayrynen has resigned as Chairman of the Board of the Company effective April 9, 2013. There has been no disagreement between the Company and Mr. Wayrynen, known to an executive officer of JayHawk Energy, on any matter relating to the Company's operations, policies or practices. Mr. Wayrynen will remain as a member of the Board of Directors of the Company. On April 9, 2013, Lindsay Gorrill was appointed as Chairman of the Board of Directors of the Company. Mr. Gorrill has previously served as the President and CEO of JayHawk Energy, Inc. Mr. Gorrill is a C.A. and has university degrees in Finance and Marketing. Mr. Gorrill has a background in acquisitions, company building, financial markets and world exposure. Mr. Gorrill previously served as Chief Executive Office and President until April 9, 2013, and Chief Financial Officer until September 2010. Mr. Gorrill will continue to serve on the Company's board of directors as he has since July 2007. Mr. Gorrill is also Chairman of the Board of Star Gold Corp., a company quoted on the OTC Bulletin Board since February 2008. Mr. Gorrill also previously served, at various times, as President and Treasurer of Star Gold Corp.. Additionally, since April 2009, Mr. Gorrill has served as President and Chief Executive Officer of Canada Fluorspar Inc., a company listed on the TSX Venture Exchange. Mr. Gorrill also previously served as the Chief Financial Officer of Canada Fluorspar, Inc. He has also been a member of the board of directors of Deer Horn Metals, Inc., a TSX Venture Exchange listed company since September 2009 Mr. Gorrill previously served as a member of the Board of Directors of Yaterra Ventures Corp., a company quoted on the OTC Bulletin Board since August 2008. He previously served as President and Chief Operating Officer of Berkley Resources Inc., a company listed on the TSX Venture Exchange. Mr. Gorrill also is, and has been since July 2004, a member of the board of directors of Berkley Resources Inc. There are no family relationships between Mr. Gorrill and any member of the Board of Directors or any other officer of the Company. On Dec. 1, 2011, the Company entered into a four year lease with Marlin Property Management, LLC, an entity owned by the spouse of Lindsay Gorrill, for $2,500 per month for office space in Coeur d'Alene, Idaho, at market rate on terms acceptable to the Company. Coeur d'Alene, Idaho-based JayHawk Energy, Inc., is an early stage oil and gas company. The Company's immediate business plan is to focus its efforts on further developing the as yet undeveloped acreage in Southeast Kansas and to expand its oil production on its Crosby (f/k/a Candak), North Dakota properties. Following the financial results for the fiscal year ended Sept. 30, 2012, DeCoria, Maichel and Teague, P.S., in Spokane, Washington, expressed substantial doubt about JayHawk Energy's ability to continue as a going concern, noting that the Company has incurred substantial losses, has negative working capital and has an accumulated deficit. The Company reported a net loss of $4.3 million on $663,229 of total revenue in fiscal 2012 as compared to a net loss of $4.3 million on $363,122 of total revenue in fiscal 2011. The Company's balance sheet at Dec. 31, 2012, showed $1.09 million in total assets, $2.64 million in total liabilities and a $1.55 million total stockholders' deficit. JERRY'S NUGGET: Wants to Hire Lever Capital as Financing Broker --------------------------------------------------------------- Jerry's Nugget, Inc., seeks court permission to employ Lever Capital Partners LLC as its financing broker, nunc pro tunc to February 21, 2013, to provide financing brokerage services in connection with obtaining new financing for the Jerry's Nugget property located at 1821 North Las Vegas Boulevard, North Las Vegas, Nevada 89030, on approximately 9.1 acres, being APN 139-23-302. Debtor has engaged LCP solely as its financing broker to canvass the financial markets in an effort to secure new financing for the Casino Property. Adam Horowitz, LCP's principal, has over 15 years of experience in the real estate financing industry. Mr. Horowitz has experience solving complex real estate transactions and has secured various forms of financing, including debt, mezzanine, and equity, for numerous real estate owners and developers. Mr. Howoritz has a Masters of Science from Stevens Institute of Technology and a Bachelor of Science from the University of South Florida. LCP is thus well-qualified and uniquely suited to serve as Debtor's financing broker. LCP has agreed to provide Debtor financing brokerage services on a commission basis. That is, upon receiving a loan commitment, LCP shall have earned as compensation a commission fee equal to 1.5% of the loan commitment amount. The Commission will be payable in full only at the closing of the new financing for the Casino Property. However, should the Court not approve the new loan (by denying confirmation of Debtor's Plan, denying a motion to obtain post-petition financing pursuant to Section 364, or otherwise), no Commission will be due. The Debtor assures the Court neither LCP nor its employees hold or represent and have not held or represented any interest adverse to Debtor's estate nor have any connection to Debtor, its creditors, or any related parties. About Jerry's Nugget and Spartan Gaming Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting of approximately 87,187 square feet of building area and 24,511 square fee of casino floor space with approximately 630 slot and video poker machines and 9 table games. Jerry's Nugget also contains a sports book, a keno area and a small live pit. Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in Las Vegas, Vegas, on Aug. 13, 2012. Stamis family-owned Jerry's Nugget has a 9.1-acre casino property in North Las Vegas. The property consists of 87,187 square feet of building area and 24,511 square feet of casino floor space, with 630 slot and video poker machines and 9 table games. Jerry's Nugget also contains a sports book, a keno area, and a small live pit. There are two restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite. Net revenues totaled $22.5 million, including $15.3 million in gaming revenue, in the year ended Dec. 31, 2011. Spartan Gaming owns 12 parcels of real property in Nevada. Two of the parcels provide parking access for Jerry's Nugget. Judge Mike K. Nakagawa presides over the case. Lawyers at Gordon Silver, in Las Vegas, serve as the Debtors' counsel. Jerry's Nugget estimated assets and debts of $10 million to $50 million. Jerry's Nugget said its current going concern value is at least $8 million. Spartan Gaming estimated $1 million to $10 million in assets and debts. The petitions were signed by Jeremy Stamis, president. In its schedules, the Debtors disclosed $12,378,944 in assets and $10,771,442 in liabilities as of the Petition Date. K-V PHARMACEUTICAL: Committee Can Hire Duff & Phelps, FourSquare ---------------------------------------------------------------- Judge Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York authorized the Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of K-V Discovery Solutions, Inc., et al., to retain Duff & Phelps, LLC, as financial advisor, to be paid $112,500 per month. The Committee is also authorized to retain FourSquare Partners as consultant, to be paid $12,500 per month. Both Duff & Phelps and FourSquare will also be reimbursed for any necessary out-of-pocket expenses. About K-V Pharmaceutical K-V Pharmaceutical Company (NYSE: KVa/KVb) -- http://www.kvpharmaceutical.com/-- is a fully integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded and generic/non-branded prescription pharmaceutical products. The Company markets its technology distinguished products through ETHEX Corporation, a subsidiary that competes with branded products, and Ther-Rx Corporation, the company's branded drug subsidiary. K-V Pharmaceutical Company and certain domestic subsidiaries on Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions Inc.) to restructure their financial obligations. K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel, Williams & Connolly LLP as special litigation counsel, and SNR Denton as special litigation counsel. In addition, K-V tapped Jefferies & Co., Inc., as financial advisor and investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. The U.S. Trustee appointed five members to serve in the Official Committee of Unsecured Creditors. Kristopher M. Hansen, Esq., Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, represent the Creditors Committee. Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R. Fife, Esq., represent an Ad Hoc Senior Noteholders Group. LEE'S FORD DOCK: Wants to Hire Baldwin CPAs as Accountants ---------------------------------------------------------- Debtors Lee's Ford Dock, Inc., Hamilton Brokerage, LLC, Hamilton Capital, LLC, Lee's Ford Hotels, LLC, Lee's Ford Woods, LLC, and Top Shelf Marine Sales, Inc., seek court permission to employ Baldwin CPAs, PLLC, as their accountants for the purpose of providing annual financial review preparation services. The Firm was first retained by the Debtors in March 2011 to provide annual financial review services. The Debtors selected the Firm as their accountants for annual review services because of the Firm's extensive experience with providing services of this type to businesses of various sizes and in various industries. The Firm has advised the Debtors that its fees for providing the Accounting Services will be a flat fee of $11,300, which is in line with the fees charged to the Debtors in prior years. The Debtors believe that these rates are fair and reasonable. The Debtors also believe that the Firm is a "disinterested person" as defined in 11 U.S.C. Section 101(14). About Lee's Ford Dock Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D. Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008. The Debtors collectively operate as "Lee's Ford Resort & Marina" -- http://www.leesfordmarina.com/-- which consists of a boat dock, lodging facilities, the Harbor Restaurant & Tavern, a retail store, and a boat brokerage business and Web site located at http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky. Hamilton Brokerage LLC and Hamilton Capital LLC are not actively involved in the Debtors' operations, but are holding companies set up as part of the structure of the original purchase transactions which began in 2003. The Debtors' revenues were adversely impacted by the lowering of the water level of Lake Cumberland in January 2007 to allow for repairs to Wolf Creek Dam. The Debtors were forced to incur extraordinary costs to relocate the Dock and related facilities in accordance with the new water level. DelCotto Law Group PLLC serves as the Debtors' counsel. In its petition, Lee's Ford Dock estimated $10 million to $50 million in assets and debt. The petition was signed by James D. Hamilton, president. Mr. Hamilton has been designated as the individual responsible for performing the duties of the Debtors. LEHMAN BROTHERS: Sues Bank Over Words 'Immediately Preceding' ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that in suing the Federal Home Loan Bank of Cincinnati, reorganized Lehman Brothers Holdings Inc. is calling on the bankruptcy judge to decide what a swap agreement means when it calls for valuing a termination payment "immediately preceding" bankruptcy. According to the report, the answer to the question means a $64 million swing in how much Lehman creditors recover. When Lehman filed bankruptcy around 2 a.m. on Sept. 12, 2008, it had 87 interest rate swaps with the congressionally chartered bank, which helps supports the home mortgage market. The report relates that the swap agreement said there was an automatic termination "as of the time immediately preceding" bankruptcy. In turn, swap values were to be determined based on market values "on or as soon as reasonably practicable after the early termination date." The bank, the report discloses, took the position that the valuation would be made on Sept. 15, when the markets were reacting to the Lehman bankruptcy. Using Sept. 15, the bank made a $13.7 million termination payment to Lehman. Because bankruptcy was before the markets opened, Lehman contends the valuation date should be Sept. 12, giving rise to a $77.6 million termination payment in Lehman's favor. Lehman is asking the bankruptcy judge to force the bank into paying the difference, about $64 million. The new suit is Lehman Brothers Special Financing Inc. v. Federal Home Loan Bank of Cincinnati (In re Lehman Brothers Holdings Inc.), 13-01330, U.S. Bankruptcy Court, Southern District of New York (Manhattan). About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LIBERTY TIRE: Moody's Keeps Caa1 CFR & Revises Outlook to Stable ---------------------------------------------------------------- Moody's Investors Service affirmed the Caa1 corporate family rating and Caa1-PD probability of default rating for Liberty Tire Recycling Holdco LLC, as well as the Caa2 rating on the company's $200 million senior unsecured notes. Moody's revised the rating outlook to stable from negative as cash flow is no longer expected to be negative. Ratings Corporate Family Rating: Affirmed at Caa1 Probability of Default: Affirmed at Caa1-PD $200 million 11% Senior Notes due 2016: Affirmed Caa2/ LGD4-66% Outlook: Revised to Stable from Negative Ratings Rationale: The Caa1 corporate family and Caa1-PR probability of default ratings are driven by Liberty's high leverage (6.1x Moody's adjusted debt/EBITDA in 2012), low single digit operating margins, light liquidity, and modest scale. The company spent meaningfully on acquisitions from 2008 through 2011 (an average of over $40 million annually, or 10% of average assets over that period) and, from 2010-2012, on growth capex (albeit on a lower scale than acquisitions) to build out its tire recycling network in the US and Canada. Construction delays at its large Brantford, Ontario location and a fire at its Lockport, NY location suppressed consolidated EBITDA in 2011 and 2012. Both of these facilities were running and generating positive EBITDA in the fourth quarter 2012. Liberty commands a leading position in the collection and processing of used vehicular tires in the US and Canada; the company estimates it collects 1/3 of all US tires from mix of national accounts to single shops. End market uses include reselling the tires with remaining tread life for use on other cars, mixing crumb rubber in road surface and safety asphalt, using rubber mulch for playgrounds and flowerbeds, and burning tires as fuel for cement, paper, and other energy-intense processes. In the absence of alternative uses, the company places the shredded tires in landfills. The stable outlook reflects Moody's expectation for the company to shift to positive free cash flow with the completion/restoration of the Brantford and Lockport facilities which will both bolster consolidated EBITDA and reduce capex to maintenance levels. Free cash flow is expected to be applied to meaningfully reduce revolver draw ahead of its late 2014 expiration. Moody's does not anticipate meaningful improvement in end market demand for the company's products. Liquidity was adequate with roughly $23 million at year end 2012, including $6 million unrestricted cash and $17 million availability on the company's $65 million revolver expiring October 2014. Moody's expects liquidity to gradually improve over 2013 once the company passes the seasonally challenging first calendar quarter, and, at no period is it expected to decline to $10 million or less. Leverage declining below 5x on a sustained basis, liquidity improving to exceed $30 million, and free cash flow/debt improving to the mid-single digit level could lead to a rating upgrade. Liquidity declining to $10 million or lower, an acquisition driving up leverage over 7x, or expectation for negative free cash flow on a sustained basis could lead to downgrade. The principal methodology used in this rating was the Global Manufacturing Industry published in December 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. Liberty Tire Recycling Holdco, LLC., headquartered in Pittsburgh, PA, is a scrap tire collector and recycler in the United States and Canada. Revenues in 2012 were $326 million. The company is majority-owned by American Securities, LLC. LINDSAY GENERAL: Taps Evan M. Altman & George Geeslin as Attorneys ------------------------------------------------------------------ Lindsay General Insurance Agency, LLC, seeks court permission to employ Evan M. Altman and George Geeslin as its attorneys. The firm will be required: (a) to advise the Debtor with respect to its rights, powers, duties and obligations as a debtor-in-possession in the administration of the case, the operation of its business, and the management of its property; (b) to prepare pleadings, applications, and conduct examinations incidental to administration; (c) to advise and represent the Debtor in connection with all applications, motions, or complaints for reclamation, adequate protection, sequestration, relief from stays, appointment of trustee or examiner, and all other similar matters; (d) to develop the relationship of the debtor-in-possession to the claims of the creditors in the proceedings; (e) to advise and assist the debtor-in-possession in the formulation and presentation of a plan of reorganization pursuant to Chapter 11 of the Bankruptcy Code and concerning any and all matters relating thereto; and (f) to perform any and all other legal services incident and necessary. Lindsay General is one of four related or affiliated Debtor entities, which filed for Chapter 11 bankruptcy on Feb. 7, 2013. The others are: Destiny General Agency, Inc. Case No. 13-52731-WLH Map General Agency, Inc. Case No. 13-52729-WLH GetAutoInsurance.com Agency, LLC Case No. 13-52728-WLH Each entity is an insurance agency and all four entities have interlocking officers and directors. The Debtor has paid Mr. Altman and Mr. Geeslin a collective general retainer of $20,000 for legal services rendered or to be rendered. It was split evenly between Mr. Altman and Mr. Geeslin. The sum of $5,000 was allocated to each of the four cases by the attorneys. The Debtor has agreed to compensate Mr. Altman and Mr. Geeslin at their standard hourly billing rate of $300 for legal services. Mr. Altman will serve as lead counsel on Map General Agency and GetAutoInsurance.com Agency while Mr. Geeslin will serve as lead counsel on Lindsay General Insurance Agency and Destiny General Agency. Both attorneys will make every effort to avoid duplication of work. To the best of the Debtor's knowledge, the attorneys represent no interest adverse to the debtor-in-possesion or the estate in the matters upon which they are to be engaged. About Lindsay General Duluth, Georgia-based Lindsay General Insurance Agency, LLC, filed a bare-bones Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 13-52732) in Atlanta on Feb. 7, 2013. The Debtor estimated assets and debts of $10 million to $50 million. The Debtor is represented by Evan M. Altman, Esq., and George Geeslin, Esq., in Atlanta. LYON WORKSPACE: Lender Wins Sale Mostly on Credit Bid ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that lender LWP Partners LLC won approval from the bankruptcy court to purchase Lyon Workspace Products LLC under a contract the company and creditors calculated to be worth $22.15 million. The price includes an exchange for $17.9 million in secured debt, $200,000 toward bankruptcy and liquidation expenses, and assumption of liabilities. According to the report, the auction featured a competing bid by a group including an affiliate of Gordon Brothers Group LLC which forced the lender to increase the opening bid of $21.4 million. Gordon Brothers appeared at the sale-approval hearing to argue that its bid was actually higher. The bankruptcy judge held a hearing to take evidence on which bid was the highest. She ended up approving the lender's bid. The auction came off about a month later than the company wanted when filing for Chapter 11 protection on Jan. 19. About Lyon Workspace Lyon Workspace Products, L.L.C. and seven affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on Jan. 19, 2012. Lyon Workspace -- http://www.lyonworkspace.com/-- was a manufacturer and supplier of locker and storage products. It had 400 full-time employees, 53% of whom are salaried employees. Eight percent of the employees are members of the Local Union No. 1636 of the United Steelworkers of America, A.F.L.-C.I.O. The Debtor disclosed $41,275,474 in assets and $37,248,967 in liabilities as of the Chapter 11 filing. Attorneys at Perkins Coie LLP serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. MELBYE SKANDINAVIA: Provides Update on Early Warning Reports ------------------------------------------------------------ Pursuant to early warning disclosure requirements of applicable securities laws, Melbye Skandinavia AS on April 18 disclosed that there have been further changes in material facts contained in its early warning reports dated September 6, 2012 and March 18, 2013, filed in connection with (1) the acquisition by Melbye from Werklund Capital Corporation of a 50% undivided interest in the $6,000,000 principal amount debenture granted by RS Technologies Inc. to Werklund and dated July 2011 (and executed and delivered on or about July 5, 2011), as well as the security and ancillary documents related to the Debenture, (2) final advances under the Debenture by Melbye and Werklund, (3) the application of RS to the Alberta Court of Queen's Bench under the Companies' Creditors Arrangement Act (Canada) for protection from its creditors, in respect of which the Court granted an initial order on March 14, 2013, among other things, staying all proceedings against RS until April 12, 2013, and (4) the grant by Melbye and Werklund of an interim credit facility in favor of RS to finance its operations and costs incurred during the CCAA proceedings. In the Initial Order, the Court approved a maximum amount available under the Interim Facility of $750,000. On April 11, 2013, the Court granted RS's application for an extension of the stay of proceedings contained in the Initial Order under the CCAA to June 28, 2013. In conjunction with the CCAA proceedings of RS, FTI Consulting Canada Inc., in its capacity as a court-appointed monitor, applied for and obtained an order approving sale and investor solicitation procedures, pursuant to which the Monitor was authorized and directed to solicit bids from interested parties to purchase all of the assets or shares of RS. The complete terms of the SISP are appended to the SISP Order. In the SISP Order the Court also authorized and directed the Monitor and RS to execute an asset and share purchase agreement with Melbye and Werklund, and declared that such agreement was a stalking horse credit bid for the purposes of the SISP. Under the Stalking Horse Credit Bid, Melbye and Werklund offered to purchase either (1) all of a new class of shares of RS, conditional on, among other things, the approval and sanctioning of a plan of compromise and arrangement under the CCAA and the Business Corporations Act (Alberta), or (2) all of the assets of RS (other than certain excluded assets), provided certain conditions are satisfied. The purchase price under the Stalking Horse Credit Bid is the aggregate of the amounts outstanding under the Debenture and the Interim Facility, as well as the aggregate of certain obligations of RS, including the accrued and unpaid priority payables, unpaid restructuring costs (including the professional costs of the Monitor and of counsel to the Monitor and RS) and the amount outstanding under a key employee retention plan. The form of the Stalking Horse Credit Bid has been appended to the Second Report of the Monitor dated April 10, 2013 prepared in the CCAA proceedings of RS. Under the Stalking Horse Credit Bid, Melbye and Werklund are to each acquire one-half of the shares of RS in a Share Purchase, or an undivided one-half interest of the applicable assets of RS in an Asset Purchase. Melbye and Werklund currently intend to acquire all of the shares or assets of RS pursuant to the Stalking Horse Credit Bid. If closing of the Stalking Horse Credit Bid does not occur in stipulated circumstances, a break-fee equal to 3.5% of the purchase price under the Stalking Horse Credit Bid will be payable to Melbye and Werklund. The Monitor has obtained a Court order permitting an increase in the amount that RS is permitted to borrow pursuant to the Interim Facility. The amount that RS is permitted to borrow under the Interim Facility has been increased from $750,000 (of which $600,000 has been drawn to date, and has been advanced equally by Melbye and Werklund) to a maximum amount of $2,750,000. There has been no change in the ownership of the Debenture by Melbye and Werklund from that reflected in the Prior Early Warning Reports. Melbye will be filing a related early warning report as required by National Instrument 62-103. Further information may be obtained by contacting Christian Aasheim, Chief Executive Officer of Melbye, at: Telephone: 011 47- 63-87-0151 and Facsimile: 011 47-63-87-0151. Melbye's head office is located at Probst Stabelsvei 22, 2012 Skedsmokorset, Norway. MEDICAL CARD: Moody's Confirms 'Caa3' Corp. Family Rating --------------------------------------------------------- Moody's Investors Service confirmed the Caa3 senior secured debt rating and Caa3 corporate family rating of Medical Card System, Inc., following the release of its 2011 audited statutory reports and the filing of its 2012 statutory statements with the Insurance Department in Puerto Rico. Moody's also confirmed the B3 insurance financial strength (IFS) rating of the company's operating subsidiary, MCS Advantage, Inc. The outlook on the ratings is developing. Ratings Rationale: Moody's said that the rating action concludes the review for downgrade first initiated on December 20, 2011 when MCS's ratings were downgraded as a result of a combination of financial and operational problems. The rating agency said that the primary drivers of the ratings confirmation were the release of the company's 2011 audited statutory report and the filing of its 2012 statutory statements. "The unqualified audit report from the company's auditors was significant in confirming and validating MCS's financial reporting processes", said Moody's Senior Vice President, Steve Zaharuk. The 2011 audit report adds credibility to the improving financial results of the company as reported in the 2012 statutory filings, particularly the return to profitability shown in the fourth quarter", Zaharuk added. The rating agency commented that the developing outlook on the ratings reflects the potential for further validation of improvement in the company's financial profile pending the release of the 2011 audited GAAP consolidated financial statements and the 2012 audited GAAP consolidated and subsidiary statutory financial statements. Moody's noted that the Caa3 debt rating reflects uncertainty created as a result of the delayed audited financial statements. When the company completes these audited financials and if they corroborate the return to profitability reflected in the unaudited statutory results, there could be upward rating pressure provided the improvement is viewed to be sustainable. Conversely, if there is a significant delay in producing the delayed audited financials, or if the audited GAAP financials do not support the profitability improvement shown in the statutory results, there could be downward rating pressure. Commenting on MCS's credit profile, Moody's pointed to the relatively small size of MCS and its geographic concentration with 100% of its revenues being generated in Puerto Rico, the company's high concentration of business in Medicare Advantage, and low consolidated risk based capital (RBC) ratio. In particular, Moody's noted that while the company has met the RBC ratio requirement established in Puerto Rico for 2012, the company was not in compliance with these requirements at the end of 2011. On the positive side, the company's bank lenders have recently entered into a Waiver Agreement covering several reporting covenant breaches incurred by MCS. As a result, the threat of a forced acceleration of repayment of the outstanding loan amount has been significantly lessened. Moody's added that, while lessened to some degree, there are continuing concerns regarding an ongoing federal investigation of the company. While no charges have been made against the company, the concern is that this could result in the federal authorities placing operational constraints and/or assessing fines/penalties, which would have negative financial implications for the company. The company reported that an internal investigation ordered by an independent committee of the board of directors found no evidence that MCS acted willfully or recklessly in connection with the activities subject to the federal investigation and that no accrual was made in the audited financial statements. Moody's stated that MCS ratings could be upgraded if: 1) MCS releases its 2011 and 2012 GAAP and statutory audited statements before the end of 2013 and results are in line with previously filed statements, 2) net income for 2013 continues to be positive, 3) there is no significant decrease in medical membership, and 4) the company is able to continue to meet the RBC ratio requirements of Puerto Rico. Conversely, the ratings could be downgraded if: 1) there is a significant delay in the release of the 2011 GAAP and 2012 GAAP audited financial statements, 2) medical membership decreases by 20% or more, 3) the company reports net losses during 2013, or 4) there is an adverse development with respect to the federal investigation. The following ratings were confirmed with a developing outlook: Medical Card System, Inc. -- senior secured debt rating at Caa3; corporate family rating at Caa3; MCS Advantage, Inc. -- insurance financial strength rating at B3. Medical Card System, Inc. is headquartered in San Juan, Puerto Rico. For 2012 MCS reported total revenues on a statutory basis of approximately $1.2 billion and a net gain of approximately $29.7 million. Medicare Advantage membership as of December 31, 2012 was 113,436 members (including Medicare Part D standalone membership) compared to 112,640 members at December 31, 2011. Moody's insurance financial strength ratings are opinions about the ability of insurance companies to punctually pay senior policyholder claims and obligations. The principal methodology used in this rating was Moody's Rating Methodology for U.S. Health Insurance Companies published in May 2011. MILAGRO OIL: S&P Lowers Corporate Credit Rating to 'CCC-' --------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Houston-based Milagro Oil & Gas Inc. to 'CCC-' from 'CCC'. The outlook is negative. S&P also placed the 'CCC' rating on the company's $250 million senior secured notes on CreditWatch with developing implications. The CreditWatch on the notes will be resolved upon further review of the company's reserves at year-end 2012 based on S&P's recovery price deck assumptions. "The downgrade reflects the company's persistently high leverage and ongoing liquidity concerns due to a dwindling borrowing base," said Standard & Poor's credit analyst Christine Besset. The negative outlook reflects the possibility of a further downgrade if a default appears inevitable. The CreditWatch with developing implications on the notes reflects the possibility of S&P's affirming, raising, or lowering the ratings on the notes based on its assessment of the company's reserves valuation at year-end 2012. The rating on Milagro Oil & Gas Inc. reflects the company's weak liquidity position and high debt levels, relatively small asset base and production levels, and significant exposure to natural gas prices, for which the outlook remains unfavorable compared with oil. S&P views Milagro's business profile as "vulnerable". The company's proved reserve base totaled a relatively small 201 billion cubic feet equivalent (Bcfe) as of Dec. 31, 2012, and production was about 44 million cubic feet equivalent per day (mmcfed) in 2012. Milagro's reserve base and production have a significant exposure to natural gas (57% of production in 2012). Weak natural gas prices in the last 12 months have constrained cash flow generation and prevented the company to meaningfully deleverage. The negative outlook reflects Milagro's fragile liquidity position and highly leveraged balance sheet. S&P would consider a negative rating action if a default appears inevitable. A revision of the outlook to positive would require an improvement in the company's liquidity and leverage, which, given the still weak outlook for natural gas prices, would most likely come from an equity infusion by the company's equity sponsors. MOMENTIVE PERFORMANCE: Amends 2012 Periodic Reports --------------------------------------------------- Momentive Performance Materials Inc. has amended its quarterly reports for the periods ended March 31, 2012, June 30, 2012, and Sept. 30, 2012, to reflect a restatement of the following previously filed financial statements and data: * Condensed consolidated statements of cash flows for the periods as discussed in Note 1 to the financial statements. * The Company's management's discussion and analysis of financial condition and results of operations. The restatements correct the following classification errors within the condensed consolidated statements of cash flows: * The Company included in cash used for capital expenditures amounts that resided in "Trade payables" which should be excluded as a non-cash item. These amounts have now been properly excluded from operating and investing activities. * The Company misclassified certain currency translation adjustments and other non-cash transactions within the "Effects of exchange rate changes on cash" line item. These amounts have now been properly reflected in operating activities. * The Company misclassified certain outstanding checks as "Trade payables." The amounts have now been properly classified as a reduction to "Cash and cash equivalents." Copies of the Amended Periodic Reports are available at: http://is.gd/03syTC http://is.gd/lW3IZT http://is.gd/7w3iFs About Momentive Performance Momentive Performance Materials, Inc., is a producer of silicones and silicone derivatives, and is engaged in the development and manufacture of products derived from quartz and specialty ceramics. As of Dec. 31, 2008, the Company had 25 production sites located worldwide, which allows it to produce the majority of its products locally in the Americas, Europe and Asia. Momentive's customers include companies in industries, such as Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola, L'Oreal, BASF, The Home Depot and Lowe's. Momentive Performance disclosed a net loss of $365 million on $2.35 billion of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $140 million on $2.63 billion of net sales in 2011. The Company's balance sheet at Dec. 31, 2012, showed $2.90 billion in total assets, $4.05 billion in total liabilities, and a $1.14 billion total deficit. * * * As reported by the TCR on May 14, 2012, Moody's Investors Service lowered Momentive Performance Materials Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from B3. The action follows the company's weak first quarter results and expectations for a slower than expected recovery in volumes in 2012. In the Aug. 15, 2012, edition of the TCR, Standard & Poor's Ratings Services lowered all of its ratings on MPM by two notches, including the corporate credit rating to 'CCC' from 'B-'. The outlook is negative. "The likelihood that earnings and cash flow will remain very weak for the next several quarters prompted the downgrade," explained credit analyst Cynthia Werneth. "In our view, leverage is unsustainably high, with total adjusted debt to EBITDA above 15x as of June 30, 2012." MOSS FAMILY: Wants Exclusivity Extension Until May 31 ----------------------------------------------------- Moss Family Limited Partnership and Beachwalk, L.P. asked the Court to extend their exclusive period to propose a Chapter 11 Plan until May 31, 2013. The Debtors explained that they needed additional time to negotiate with the largest creditors to determine if resolution of claims treatment can be made before the Plan is filed. Likewise, the Debtors are in the process of having the subject properties appraised so that the secured claims of the creditors can more easily be resolved. Horizon Bank, N.A., has objected to the Debtors' to the extension, which is the second one requested by the Debtors. Horizon Bank avers that denial of the second exclusivity motion will not prevent the Debtors from continuing with their efforts to have the property appraised and to discuss plan provisions with secured creditors. Creditors Fifth Third Bank by counsel, Mark Owens, and LaPorte Savings Bank have signed stipulations withdrawing their limited objections to the motion for exclusivity extensions. About Moss Family Moss Family Limited Partnership and Beachwalk, L.P., filed 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. The Debtor disclosed $6,609,576 in assets and $6,299,851 in liabilities as of the Chapter 11 filing. MUSCLEPHARM CORP: Barry Honig Discloses 5.8% Stake at March 28 -------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Barry Honig disclosed that, as of March 28, 2013, he beneficially owns 397,141 shares of common stock of MusclePharm Corporation representing 5.83% (based on 6,816,159 shares of common stock issued and outstanding as of March 31, 2013). A copy of the filing is available for free at http://is.gd/88i1sB 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. Berman & 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 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. These factors raise substantial doubt about the Company's ability to continue as a going concern. MusclePharm reported a net loss of $18.95 million in 2012, as compared with a net loss of $23.28 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $6.76 million in total assets, $16.52 million in total liabilities and a $9.75 million total stockholders' deficit. NATURAL PORK: Bose McKinney Okayed as Indiana Real Estate Counsel ----------------------------------------------------------------- Natural Pork Production II, LLP, obtained authorization from the U.S. Bankruptcy Court for the Southern District of Iowa to employ Gary L. Chapman, Esq., Michael A. Lang, Esq., Daniel P. McInerny, Esq., and Bose, McKinney & Evans, LLP as Special Indiana Real Estate and Environmental Counsel. The Troubled Company Reporter reported on March 18, 2013, that the Firm will advise, counsel and represent the Debtor regarding matters of the Indiana real estate and environmental law in connection with the Debtor's plans to sell, liquidate and otherwise dispose of certain of its real estate and other assets located in the State of Indiana. The Firm will be paid at these hourly rates: Gary L. Chapman $450 Daniel P. McInerny $405 Michael A. Lang $225 The Firm has received a $5,000 retainer and requests that the Court authorize the Debtor to provide the Firm with an additional $5,000 to bring the total amount of the postpetition retainer to $10,000 in order to guarantee payment of its postpetition services and costs in connection with this Chapter 11 case. To the best of the Debtor's knowledge, the Firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Natural Pork Hog raiser Natural Pork Production II, LLP, filed for Chapter 11 bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11, 2012, in Des Moines. The Company formerly did business as Natural Pork Production, LLC. It does business as Crawfordsville, LLC, Brayton, LLC, South Harlan, LLC, and North Harlan, LLC. The Debtor disclosed $31.9 million in asset and $27.9 million in liabilities, including $7.49 million of secured debt in its schedules. Bankruptcy Judge Anita L. Shodeen oversees the case. Donald F. Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the Debtor as general reorganization counsel. John C. Pietila, Esq., at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines, Iowa, represents the Debtor as special corporate counsel, effective as of the Petition Date. Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A. Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in Chicago, represent the Official Committee of Unsecured Creditors. Conway MacKenzie, Inc., serves as its financial advisor. Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar Financial Services, ACA, and AgStar Financial Services, FLCA, as counsel. Michael P. Mallaney, Esq., at Hudson Mallaney Schindler & Anderson, in West Des Moines, Iowa, represents the IC Committee as counsel. NATURAL PORK: Committee Taps Cutler Law Firm as Associate Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in Natural Pork Production II, LLP's bankruptcy case, seeks court permission to retain Cutler Law Firm, P.C., as its associate counsel. The Court approved the Committee's retention of Sugar, Felsenthal, Grais & Hammer L.P. as its lead counsel by order dated October 31, 2012, effective as of September 26, 2012. The Committee now wishes to employ Cutler Law Firm, P.C., Attorneys at Law, and specifically, Robert C. Gainer, as Associate Counsel for the Committee in the Bankruptcy Case. As Associate Counsel working with SugarFGH on behalf of the Committee in the chapter 11 case, Cutler's responsibilities will include, as needed: a. The administration of these cases and the exercise of oversight with respect to the Debtors' affairs, including all issues in connection with the Debtors, the Committee or these chapter 11 Cases; b. The preparation on behalf of the Committee of necessary applications, motions, memoranda, orders, reports and other legal papers; c. Appearances in Court, participation in litigation as a party-in-interest, and attendance at meetings to represent the interests of the Committee; d. Communications with the Committee's constituents and others at the direction of the Committee in furtherance of its responsibilities, including, but not limited to, communications required under section 1102 of the Bankruptcy Code; and e. The performance of all of the Committee's duties and powers under the Bankruptcy Code and the Bankruptcy Rules and the performance of such other services as are in the interests of those represented by the Committee. Robert C. Gainer's hourly rate is $250. Cutler attests it represents no interest adverse to the Committee in the matters upon which it is to be engaged. About Natural Pork Hog raiser Natural Pork Production II, LLP, filed for Chapter 11 bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11, 2012, in Des Moines. The Company formerly did business as Natural Pork Production, LLC. It does business as Crawfordsville, LLC, Brayton, LLC, South Harlan, LLC, and North Harlan, LLC. The Debtor disclosed $31.9 million in asset and $27.9 million in liabilities, including $7.49 million of secured debt in its schedules. Bankruptcy Judge Anita L. Shodeen oversees the case. Donald F. Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the Debtor as general reorganization counsel. John C. Pietila, Esq., at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines, Iowa, represents the Debtor as special corporate counsel, effective as of the Petition Date. Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A. Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in Chicago, represent the Official Committee of Unsecured Creditors. Conway MacKenzie, Inc., serves as its financial advisor. Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar Financial Services, ACA, and AgStar Financial Services, FLCA, as counsel. Michael P. Mallaney, Esq., at Hudson Mallaney Schindler & Anderson, in West Des Moines, Iowa, represents the IC Committee as counsel. NCL CORP: Expected Revenue Gains Prompt Moody's to Up CFR to Ba3 ---------------------------------------------------------------- Moody's Investors Service upgraded NCL Corporation's (Norwegian) Corporate Family Rating to Ba3 and its Probability of Default rating to Ba3-PD. Moody's also upgraded Norwegian's senior unsecured rating to B2, and assigned a Ba2 rating to its proposed $500 million senior secured five year revolver and $600 million senior secured five year term loan. Norwegian's Speculative Grade Liquidity Rating remains unchanged at SGL-2. The proposed loan proceeds will be used to refinance existing secured bank debt and will be secured by six ships, Norwegian Star, Norwegian Spirit, Norwegian Sun, Norwegian Dawn, Norwegian Pearl and Norwegian Gem and guaranteed by the ship-owning subsidiaries. Ratings are subject to final documentation. The upgrade reflects Moody's view given current booking trends that Norwegian's net revenue yields will rise between 3.0% - 3.5% in 2013 on rising capacity while cost increases are contained causing debt/EBITDA to drop to about 4.5 times from 5.1 times (pro-forma for the recent initial public offering and debt repayment) over the next 12-18 months. The upgrade also reflects improved liquidity as the proposed five year $500 million non- amortizing revolver will replace the company's existing $515 million amortizing revolver expiring in 2015. Moody's also anticipates further improvement in EBIT coverage of interest as the company continues to refinance higher cost debt. The upgrade considers Moody's view that Norwegian is committed to further reducing and maintaining debt/EBITDA (on a Moody's adjusted basis) around 4.0 times over the longer term. These actions come on the heels of the company's initial public offering in January 2013 and the refinancing of its high cost senior secured bonds with lower cost unsecured bonds. Ratings Rationale: The company's Ba3 Corporate Family Rating reflects Norwegian's improving profitability and return profile, its well-known brand - - Norwegian Cruise Line -- young age of its cruise ship fleet, and the company improving credit profile. Debt/EBITDA has steadily improved from 5.8 times in 2011 to 5.1 in 2012 pro-forma for the recent initial public offering. The ratings also consider anemic macro-economic conditions that could dampen the pace of cruise price improvement, and the company's need to absorb a 45% debt financed capacity increase between 2013 and 2015. The stable outlook reflects Moody's view that cruise demand will rise modestly, new ships will be profitably absorbed and the company will continue to control costs and maintain good liquidity. The stable outlook also reflects Moody's view that Norwegian's yield performance will hold up better than its larger rated peers given its more limited exposure to the weak European market. Ratings could be upgraded if Norwegian sustains debt/EBITDA under 4.25 times, retained cash flow to net debt above 13%, and EBIT/Interest above 2.75 times in the context of the then operating environment and company financial policy. Ratings could be downgraded if the company's debt/EBITDA rises above 5.25 times, retained cash flow to net debt drops below 10%, or EBIT/interest declines to 2.0 times . NCL Corporation Ltd. Ratings assigned Proposed $500 million revolver due 2018 at Ba2 (LGD 3, 41%) Proposed $600 million term loan due 2018 at Ba2 (LGD 3, 41%) Ratings Upgraded and assessments updated Corporate Family Rating to Ba3 from B1 Probability of Default Rating to Ba3-PD from B1-PD $350 million 9.5% senior unsecured notes due 2018 to B2 (LGD 6, 93%) from B3 (LGD 6, 91%) $300 million 5% senior unsecured notes due 2018 to B2 (LGD 6, 93%) from B3 (LGD 6, 91%) The principal methodology used in this rating was the Global Lodging & Cruise Industry Rating 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. NESBITT PORTLAND: Hires Ernst & Young as Auditor ------------------------------------------------ Nesbitt Portland Property LLC and its affiliates ask the U.S. Bankruptcy Court for permission to employ Ernst & Young as auditor effective as of Jan. 17, 2013. E&Y will audit and report consolidated financial statements of the Debtors (which are consolidated with those of RECP/Windsor II, LLC) for the year ended Dec. 31, 2012. EY LLP intends to charge a flat fee of $251,000 payable upon bankruptcy court approval. The firm attests it does not represent any interest materially adverse to the Debtors and is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Nesbitt Portland Property et al. Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel- companies to Chapter 11 bankruptcy to stop a receiver named by U.S. Bank National Association from taking over eight hotels, seven of which are operated as Embassy Suites brand hotels. The eighth hotel, located in El Paso, Texas, was previously operated as am Embassy Suites hotel, but lost its franchise agreement. The eight hotels were pledged by the Debtors as collateral for the loans with U.S. Bank. According to http://www.wcghotels.com/Santa Monica-based Windsor Capital owns and/or operates 23 branded hotels in 11 states across the U.S. Windsor Capital is the largest private owner and operator of Embassy Suites hotels. In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al. (S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the district judge in June to name Alan Tantleff of FTI Consulting, Inc., as receiver for: * Embassy Suites Colorado Springs in Colorado; * Embassy Suites Denver Southeast in Colorado; * Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio; * Embassy Suites Portland - Washington Square in Tigard, Oregon; * Embassy Suites Detroit - Livornia/Novi in Michigan; * Embassy Suites El Paso in Texas; * Embassy Suites Seattle - North/Lynwood in Washington; and * Embassy Suites Seattle - Bellevue in Washington The receiver obtained district court permission to engage Crescent Hotels and Resorts LLC to manage the eight hotels. But before Mr. Adam could take physical possession of the properties and take control of the Hotels, the eight borrowers filed Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31, 2012, in Santa Barbara, California. The debtor-entities are Nesbitt Portland Property LLC; Nesbitt Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and Nesbitt Blue Ash Property LLC. Bankruptcy Judge Robin Riblet presides over the cases. The Debtors are represented in the Chapter 11 case by attorneys at Susi & Gura, PC, and Griffith & Thornburgh LLP. Alvarez & Marsal North American, LLC, serves as financial advisors. Attorneys at Kilpatrick Townsend & Stockton LLP represented the Debtors in the receivership case. U.S. Bank National Association, as Trustee and Successor in Interest to Bank of America, N.A., as Trustee for Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Passthrough Certificates, Series 2006-GG6, acting by and through Torchlight Loan Services, LLC, as special servicer, are represented in the case by David Weinstein, Esq., and Lawrence P. Gottesman, Esq., at Bryan Cave LLP. On Sept. 5, 2012, the Debtors filed with the Court their schedules of assets and liabilities. Nesbitt Portland scheduled $29.4 million in assets and $192.3 million in liabilities. Nesbitt Portland's hotel property is valued at $27.19 million, and secures a $191.9 million debt to U.S. Bank. NEW LEAF: Case Summary & Unsecured Creditor ------------------------------------------- Debtor: New Leaf Family Limited Partnership 3401 East Baseline Road Phoenix, AZ 85042-7203 Bankruptcy Case No.: 13-06049 Chapter 11 Petition Date: April 16, 2013 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Eileen W. Hollowell Debtor's Counsel: Mark J. Giunta, Esq. LAW OFFICE OF MARK J. GIUNTA 245 W. Roosevelt St., Suite A Phoenix, AZ 85003 Tel: (602) 307-0837 Fax: (602) 307-0838 E-mail: markgiunta@giuntalaw.com Scheduled Assets: $2,945,921 Scheduled Liabilities: $1,001,008 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bill Killburg Consulting $22,795 13825 North Northsight Blvd., Suite 201 Scottsdale, AZ 85260 The petition was signed by Sharon Petterson, partner. OCALA SHOPPES: Files Amended Schedules of Assets & Liabilities -------------------------------------------------------------- The Ocala Shoppes LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida its amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $60,735 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $103,196,721 E. Creditors Holding Unsecured Priority Claims $2,140 F. Creditors Holding Unsecured Non-priority Claims $3,219,730 -------------- -------------- TOTAL $60,735 $106,418,591 About Ocala Shoppes The Ocala Shoppes LLC, owner and operator of the Market Street at Heath Brook shopping center on Southwest College Road in Ocala, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-00125) on Jan. 7, 2012, in Tampa. The open-air shopping center has 560,000 square feet of retail space and 70,000 square feet of offices. Tenants are Dillard's Inc., Dick's Sporting Goods Inc., and Barnes & Noble Inc. Ocala is about 100 miles (160 kilometers) north northeast of Tampa. Secured lender Bank of America NA obtained an order from state court in August directing tenants to send rent checks to the bank. In its petition, the Debtor estimated assets and debts of $50 million to $100 million. David S. Jennis, Esq., Chad Bowen, Esq., and Suzy Tate, Esq., at Jennis & Bowen, P.L., serve as counsel. Judge Michael G. Williamson presides over the case. OCEAN DRIVE: Hotel Sold, Seeks Case Dismissal --------------------------------------------- Ocean Drive Investment LLC and Cavalier Hotel LLC ask the Court to dismiss their Chapter 11 cases. ODI is the former owner of a 46-room hotel known as the Cavalier Hotel, and CavHotel is the former management company of the Hotel. The Debtors attempted but were unable to propose a confirmable plan of reorganization before the March 13, 2013 foreclosure sale of the hotel. Ridge Hill Holdings-Miami LLC, which obtained a judgment of foreclosure in June 2012 and owed $9.9 million on a secured promissory note as of the bankruptcy filing, sought the foreclosure sale. Ridge Hill emerged as the successful bidder at the sale. Since ODI is no longer owner of the property, neither ODI nor CavHotel are capable of proposing a plan of reorganization that either reorganizes the indebtedness on the hotel or provides returns to creditors other than Ridge Hill from the unencumbered assets they have on hand. Besides the hotel, the Debtors have few, if any, remaining assets and the majority of their assets appear to be encumbered by liens or interests in favor of Ridge Hill that were foreclosed in the state court action. The Debtors do not believe that the conversion of this case will provide distributions to unsecured creditors because in addition to the facts that there are no encumbered assets to distribute, the guaranty issued by CavHotel ensures that Ridge Hill will receive the lion's share of any such distributions. The hearing on the motion is set for April 23, 2013, at 1:30 p.m. at 51 SW First Ave Room 1406, Miami. Foreclosure Sale Moves Forward The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida in February entered an order granting motion filed by Ridge Hill Holdings-Miami, LLC, to strike Ocean Drive Investment LLC, et al.'s joint motion to enjoin the foreclosure sale. On Feb. 12, 2013, secured judgment creditor and first mortgage holder Ridge Hill stated that because the original plan sponsor backed out and the Debtors have abandoned the Plan, it is simply impossible for the Debtors to establish cause to enjoin the foreclosure sale because it cannot put on a prima facie case for confirmation of the Plan. The Debtors have requested for the re-imposition of the automatic stay based upon the Court's order granting stay relief, and enjoining the sale scheduled by Ridge Hill of the hotel. The Debtors said they intend to file an amended Plan. About Ocean Drive Investment and Cavalier Hotel Ocean Drive Investment LLC and Cavalier Hotel LLC filed for Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-30448 and 12-30451) on Aug. 28, 2012, in Miami. ODI is the owner of the Cavalier hotel located at Ocean Drive, in Miami's South Beach, facing the Atlantic Ocean. The Hotel has 46 rooms and is just within walking distance to bars, shops, dining, nightlife, and the nonstop action of South Beach. Cavalier Hotel LLC is the management company that operates and manages the Hotel. Ocean Drive has scheduled assets of $16,000,000 and liabilities of $10,558,303 as of the Petition Date. Cavalier Hotel LLC estimated under $50,000 in assets and at least $10 million in liabilities. The Debtors are represented by Nicholas B. Bangos, Esq., in Miami. OHI INTERMEDIATE: S&P Retains 'B+' Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its recovery rating on Osmose Holdings Inc.'s secured term loan and revolving credit facility to '3' from '4' after the company's announcement of a proposed $50 million add-on to its existing senior secured term loan due 2018. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%) recovery in the event of a payment default. The rating on the term loan and revolver remains 'B+' (same as the corporate credit rating on parent company OHI Intermediate Holdings Inc.). The 'B+' corporate credit rating on Buffalo, N.Y.-based wood preservation and treatment technology, utility services, and railroad infrastructure services company OHI Intermediate Holdings Inc. is unchanged. The company plans to use proceeds from the add-on to pay another dividend to its owners, following a $54 million dividend in November 2012. S&P's rating on OHI reflects that it still think leverage will peak at 4.5x despite the "very aggressive" financial policy of the equity sponsor, which reflects the payment of two debt-financed dividends less than one year after acquiring OHI. S&P continues to expect the company to generate positive free cash flow, with credit metrics consistent with an "aggressive" financial risk profile, such as debt to EBITDA of about 4x and funds from operations (FFO) to total debt in the low-teens percent area by year-end 2013. S&P expects modest improvements in credit metrics over the next few years, given the cash flow sweep requirement in the credit agreement, S&P's assumptions for gradual EBITDA improvements, and its expectation that management will approach growth prudently. The ratings on OHI also reflect S&P's assessment of the company's business risk profile as "weak" and financial risk profile as "aggressive." Supporting the business profile is the company's significant market share in the niche markets for its utility pole inspection and treatment services and its wood treatment preservation technology. S&P views this financial sponsor-owned entity as having an "aggressive," rather than a "highly leveraged," financial risk profile given S&P's expectations for adjusted debt to EBITDA to remain less than 5x and "adequate" liquidity with sufficient covenant headroom under the springing leverage covenant under the company's revolver. RATINGS LIST OHI Intermediate Holdings Inc. Corporate Credit Rating B+/Stable/-- Recovery Rating Revised To From Osmose Holdings Inc. Senior Secured $45 mil. rev. credit fac due 2017 B+ B+ Recovery Rating 3 4 $405* mil. term loan due 2018 B+ B+ Recovery Rating 3 4 *After add-on. OSAGE EXPLORATION: Sunstone Discloses 4.9% Stake at April 8 ----------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Sunstone, LLC, and its affiliates disclosed that, as of April 8, 2013, they beneficially own 2,467,670 shares of common stock of Osage Exploration and Development, Inc., representing 4.99% of the shares outstanding. Sunstone previously reported beneficial ownership of 3,875,000 common shares or a 7.8% equity stake as of Jan. 1, 2013. A copy of the amended regulatory filing is available at http://is.gd/UaNc0V 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. GKM, LLP, in Encino, California, expressed substantial doubt about the Company's ability to continue as a going concern following the Company's 2011 financial results. The independent auditors noted that the Company has suffered recurring losses from operations and has an accumulated deficit as of Dec 31, 2011. The Company's balance sheet at Sept. 30, 2012, showed $13.19 million in total assets, $5.16 million in total liabilities and $8.03 million in total stockholders' equity. Bankruptcy Warning Management of the Company has undertaken steps as part of a plan to improve operations with the goal of sustaining the Company's operations for the next 12 months and beyond. These steps include (a) assigning a portion of the Company's 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 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 the Company is unable to continue as a going concern, the Company may elect or be required to seek protection from its creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. OVERSEAS SHIPHOLDING: Ian Blackley Replaces Myles Itkin as CFO -------------------------------------------------------------- Overseas Shipholding Group, Inc., has implemented a reduction in force intended to improve operational efficiencies in connection with the Company's restructuring efforts. As part of the reduction in force, Myles R. Itkin has left the Company as Executive Vice President, Chief Financial Officer and Treasurer of the Company. Captain Ian T. Blackley will serve as the Chief Financial Officer and Treasurer of the Company effective immediately. Mr. Blackley has been the Senior Vice President and Head of International Shipping Operations. Mr. Blackley, age 58, joined the Company in 1991. He has served as Senior Vice President and Head of International Shipping Operations since 2009 and as Managing Director and Chief Operating Officer of OSG Ship Management (UK) Ltd. since 2005. Prior to 2005, Mr. Blackley has held numerous operational and financial positions including Assistant Treasurer and Vice President, Treasury. Mr. Blackley holds a diploma in Nautical Science from Glasgow College of Nautical Studies and holds a Master Mariner Class 1 license. 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: Oslo Asset Holds 5.7% Stake at April 10 ------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Oslo Asset Management ASA, OAM, disclosed that, as of April 10, 2013, it beneficially owns 1,765,561 shares of common stock of Overseas Shipholding Group, Inc., representing 5.71% of the shares outstanding. A copy of the filing is available for free at http://is.gd/PnIgb5 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: Affiliates File Schedules of Assets, Debts ---------------------------------------------------------------- Overseas Shipholding Group, Inc.'s debtor-affiliates filed with the Bankruptcy Court their schedules of assets and liabilities, disclosing: Debtor-Entity Assets Liabilities ------------- ----------- ----------- OSG Car Carriers, Inc $205,082 $217,940 OSG Clean Products Intl. Inc $100,000 $0 OSG Columbia LLC $10,090,934 $9,355,338 OSG Constitution LLC $1,070,347 $4,576,313 OSG Delaware Bay Lightering LLC $508,277,722 $89,173,406 OSG Discovery LLC $1,272,008 $508,422 OSG Endeavor LLC $0 $421,282 OSG Endurance LLC $32,309,745 $15,683,688 OSG Enterprise LLC $8,895,007 $8,449,244 OSG Financial Corp. $9,419,620 $7,878,161 OSG Freedom LLC $2,312,363 $3,781,065 OSG Independence LLC $7,189,574 $6,939,155 OSG International Inc $3,863,497,291 $3,818,201,151 OSG Intrepid LLC $4,134,606 $7,313,667 OSG Liberty LLC $8,071,896 $9,376,373 OSG Lightering LLC $131,074,317 $115,189,019 OSG Lightering Acquisition Co $2,000,000 $1,999,000 OSG Lightering Solutions LLC $4,216,331 $2,649,827 OSG Mariner LLC $0 $421,697 OSG Maritrans Parent LLC $990,301 $120,143,045 OSG Navigator LLC $3,479,539 $6,831,270 OSG Product Tankers I, LLC $0 $8,457 OSG Product Tankers, LLC $0 $15,610 OSG Product Tankers AVTC, LLC $100,000 $0 OSG Product Tankers Member LLC $1,360 $1,360 OSG Seafarer LLC $1,000,150 $369,540 OSG Valour LLC $1,163,401 $1,075,380 Pearlmar Limited $78,059,410 $37,326,370 Overseas Perseverance Corp $382,583 $378,139 Petromar Limited $41,714,906 $14,518,813 Copies of the Schedules are available at: * OSG Car Carriers, Inc http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgcar_sal.pdf * OSG Clean Products Intl. Inc http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgclean_sal.pdf * OSG Columbia LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgcolumbia_sal.pdf * OSG Constitution LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgconstitution_sal.pdf * OSG Delaware Bay Lightering LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgdelaware_sal.pdf * OSG Discovery LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgdiscovery_sal.pdf * OSG Endeavor LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgendeavor_sal.pdf * OSG Endurance LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgendurance_sal.pdf * OSG Enterprise LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgenterprise_sal.pdf * OSG Financial Corp. http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgfinancial_sal.pdf * OSG Freedom LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgfreedom_sal.pdf * OSG Independence LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgindependence_sal.pdf * OSG International Inc http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osginternational_sal.pdf * OSG Intrepid LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgintrepid_sal.pdf * OSG Liberty LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgliberty_sal.pdf * OSG Lightering LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osglightering_sal.pdf * OSG Lightering Acquisition Co http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osglighteringacquisition_sal.pdf * OSG Lightering Solutions LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osglighteringsolutions_sal.pdf * OSG Mariner LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgmariner_sal.pdf * OSG Maritrans Parent LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgmaritrans_sal.pdf * OSG Navigator LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgnavigator_sal.pdf * OSG Product Tankers I, LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgproduct_sal.pdf * OSG Product Tankers, LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgproducttankers_sal.pdf * OSG Product Tankers AVTC, LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgproducttankersavtc_sal.pdf * OSG Product Tankers Member LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgproducttankersmember_sal.pdf * OSG Seafarer LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgseafarer_sal.pdf * OSG Valour LLC http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_osgvalour_sal.pdf * Pearlmar Limited http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_pearlmar_sal.pdf * Overseas Perseverance Corp http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_perseverance_sal.pdf * Petromar Limited http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_petromar_sal.pdf 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. PACIFIC GOLD: Incurs $16.6 Million Net Loss in 2012 --------------------------------------------------- Pacific Gold Corp. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $16.62 million on $165,816 of total revenue for the year ended Dec. 31, 2012, as compared with a net loss of $1.38 million on $121,401 of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $1.45 million in total assets, $15.06 million in total liabilities and a $13.61 million total stockholders' deficit. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, 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 losses from operations, has negative working capital and is in need of additional capital to grow its operations so that it can become profitable. These factors raise 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/fpBSna About Pacific Gold Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the identification, acquisition, and development of prospects believed to have gold mineralization. Pacific Gold through its subsidiaries currently owns claims, property and leases in Nevada and Colorado. PGA FLYOVER: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: PGA Flyover Corporate Park LLC 3701 Catalfumo Way South Palm Beach Gardens, FL 33410 Bankruptcy Case No.: 13-18701 Chapter 11 Petition Date: April 17, 2013 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Erik P. Kimball Debtor's Counsel: Bradley S. Shraiberg, Esq. SHRAIBERG, FERRARA, & LANDAU P.A. 2385 NW Executive Center Dr. #300 Boca Raton, FL 33431 Tel: (561) 443-0801 Fax: (561) 998-0047 E-mail: bshraiberg@sfl-pa.com Scheduled Assets: $15,408,685 Scheduled Liabilities: $41,493,054 The petition was signed by Daniel S. Catalfumo, manager. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ BBX, as successor to $40,933,342 Bank Atlantic 401 East Las Olas Blvd. Suite 800 Fort Lauderdale, FL 33301 Frank, Weinberg & Black, PL $142,096 7805 SW 6th Court Plantation, FL 33324 Seaside National Bank & $76,116 Trust 201 S. Orange Avenue Suite 1350 Orlando, FL 32801 Body Details $49,224 North Palm Neurosurgery, P.L. $32,679 Florida Department of Revenue $23,793 First Insurance Funding $17,276 Hope Health & Wellness $11,335 Special District Services Inc. $9,564 AGCS Marine Insurance Co. $6,270 Caler, Donten, Levine, Cohen, $5,185 Porter & Veil PA Silvester Insurance $3,668 Architectural Design $2,500 Associates Collingsworth, Alter Fowler & Unknown French, LLC Internal Revenue Service Unknown Internal Revenue Service Unknown Knight Fire & Security, Inc. Unknown Latite Roofing LLC Unknown Office of Attorney General Unknown State of Florida Palm Beach County Unknown Tax Collector PLAZA MEXICO: To Be Reinstated as Defendant in Workers' FLSA Suits ------------------------------------------------------------------ Two related actions were filed by current and former "front-of- the-house workers" and "back-of-the house workers" of "Mama Mexico restaurants" in 2009. The actions allege various violations of the Fair Labor Standards Act of 1938, 29 U.S.C. Sections 201-219, and state laws by corporate employers Plaza Mexico, Inc., Piramides Mayas Inc., Mama Mexico Midtown Realty LLC, Shaddai Inc, Mama Mexico Englewood Realty LLC and their two officers, Juan Rojas Campos and Laura Chavez. Plaza Mexico filed for Chapter 11 in December 2009. The assigned district judge directed the Plaintiffs to file a motion to sever Plaza Mexico, which was granted. The assigned district judge stated that the Plaintiffs have 20 days to amend their complaints, without prejudice to reinstating Plaza Mexico as a named defendant, depending on the outcome of the Bankruptcy Court proceedings. On October 6, 2010, the plaintiffs filed their amended complaints: * TERESA LARA BENAVIDEZ, MARIA DE LOURDES GALVEZ, JAMIE HUERTA, FLORA ZURITA, MARIA DE LOURDES VASCONEZ ALARCON, LABRARMY GARCIA, and ESTEBAN NADER, on behalf of themselves and all others similarly situated, Plaintiffs, v. PIRAMIDES MAYAS INC., MAMA MEXICO MIDTOWN REALTY LLC, SHADDAI INC., MAMA MEXICO ENGLEWOOD REALTY LLC, JUAN ROJAS CAMPOS, and LAURA CHAVEZ, Defendants, No. 09 Civ. 5076 (KNF), (S.D.N.Y.). * GUILLERMO PAEZ, EMILIANO ESPINOZA, and PEDRO NASARIO, on behalf of themselves and all others similarly situated, Plaintiffs, v. PIRAMIDES MAYAS INC., MAMA MEXICO MIDTOWN REALTY LLC, SHADDAI INC., MAMA MEXICO ENGLEWOOD REALTY LLC, JUAN ROJAS CAMPOS, and LAURA CHAVEZ, Defendants, No. 09 Civ. 9574 (KNF), (S.D.N.Y.) The magistrate judge authorized the FLSA collective action notice on June 29, 2011. The notices to potential plaintiffs were mailed on August 5, 2011, making November 3, 2011, the last day to postmark signed opt-in consent forms to join the lawsuits. The plaintiffs filed a motion for partial summary judgment on December 16, 2011, pursuant to Rule 56 of the Federal Rules of Civil procedure, against Piramides, Shaddai and Campos. On February 15, 2012, the magistrate judge granted the plaintiffs' motion, finding that: (a) the "Defendants failed to pay overtime, spread-of-hours pay, and uniform-related pay, including reimbursement for purchasing and maintaining uniforms"; (b) the "Defendants failed to inform Plaintiffs of the minimum wage laws, their relation to the tip credit, and of their intention to take a tip credit"; (c) the Defendants' violations were willful; (d) the plaintiffs are entitled to liquidated damages under both FLSA and New York law; and (e) Campos is the plaintiffs' employer under FLSA. Although the magistrate judge noted in a footnote that, "with respect to the corporate Defendants, [the plaintiffs] contend that they are in default," he did not make any determination on that issue. In May 2012, the Plaintiffs made a motion for an award of damages, attorneys' fees and costs against Piramides, Shaddai and Campos. Thereafter, the cases were reassigned to Magistrate Judge Kevin Nathaniel Fox. A damages inquest hearing was conducted on October 16 and 24, 2012. On November 30, 2012, the plaintiffs requested that the Clerk of Court "enter the attached Certificate of Default against Defendants Piramides Mayas Inc., Mama Mexico Midtown Realty LLC, Shaddai Inc., and Mama Mexico Englewood Realty LLC." On the same day, the Clerk of Court entered the default of the "Corporate Defendants," based on their failure to engage counsel by December 5, 2011. On March 6, 2013, the Court raised certain issues of concern with the plaintiffs, namely: (a) the liability of Mama Mexico Midtown, Mama Mexico Englewood and Chavez; (b) the exact number of opt-in plaintiffs; (c) the status of an opt-in plaintiff, Kevin Santa; and (d) the late opt-in notices. On March 13, 2013, the Plaintiffs made a motion for judgment by default, pursuant to Rule 55 of the Federal Rules of Civil Procedure, against Mama Mexico Midtown and Mama Mexico Englewood. On the same date, the plaintiffs submitted a letter to the Court, stating that: (i) the "correct number of Plaintiffs is seventy- four"; (ii) the opt-in plaintiff Kevin Santa was reinstated after he was erroneously terminated; and (iii) opt-in consent notices for five plaintiffs should be deemed timely submitted; and (iv) although Juan Chino and Nestor Sanchez did not submit timely opt- in consent forms, the Court should exercise its discretion to extend their filing deadlines. The Plaintiffs made a "Motion to Amend the Complaints to Reinstate Plaza Mexico, Inc. as a Defendant, . . . pursuant to Federal Rules of Civil Procedure 15(a)(2), 20(a)(2), and 21," on March 19, 2013, because the Bankruptcy Court dismissed Plaza Mexico's petition on March 6, 2013. Thereafter, the plaintiffs made a motion to dismiss claims against Laura Chavez. On April 16, 2013, Magistrate Judge Fox ruled that the amended complaints supersede the third-amended complaint and the first- amended complaint; and the February 15, 2012 Memorandum and Opinion and Order granting partial summary judgment to the plaintiffs, based on the superseded complaints, is void. Magistrate Judge Fox granted the Plaintiffs' motion to amend the complaints, and directed the Plaintiffs to file and serve the amended complaints on all Defendants named in the amended complaints. The Court further held that the Plaintiffs' motions for judgment by default; to dismiss claims against Laura Chavez; and for an award of damages, attorneys' fees and costs, are moot. A copy of the Court's April 16, 2013 Memorandum and Order is available at http://is.gd/kY5Wutfrom Leagle.com. PLAZE INC: Moody's Rates Proposed $275MM Proposed Debt 'B2' ----------------------------------------------------------- Moody's Investors Services assigned Plaze, Inc. a B2 Corporate Family Rating and a B3-PD probability of default rating. Moody's also assigned B2 ratings to the company's proposed senior secured credit facilities, including $25 million revolving credit facilities due 2018, $182 million term loans due 2019, and a $68 million delayed draw term loan due 2019. The ratings outlook is stable. This is a first-time rating for the company. Proceeds from the proposed bank credit facilities will be used to refinance the company's existing senior secured debt obligations. The PDR and ratings on the credit facilities reflect Moody's expectation that the existing $65 million subordinated notes will be repaid with proceeds from the proposed delayed draw term loan within the next 1-2 years. Ratings assignments: Issuer: Plaze, Inc. Corporate family rating of B2 Probability of default rating of B3-PD Proposed $20 million U.S. senior secured revolving credit facility due 2018, at B2 (LGD3-35%) Proposed $163 million U.S. senior secured term loan due 2019, at B2 (LGD3-35%) Proposed $68 million U.S. senior secured revolving delayed draw term loan due 2019, at B2 (LGD3-35%) Stable ratings outlook Issuer: K-G Spray-Pak, Inc. Proposed CAD5 million Canadian senior secured revolving credit facility due 2018, at B2 (LGD3-35%) Proposed CAD19 million Canadian senior secured term loan due 2019, at B2 (LGD3-35%) The ratings are contingent upon the receipt and review of final documentation. Ratings Rationale: The B2 CFR reflects Plaze's small scale, niche focus in the mature and highly competitive North American aerosol market, and relatively high leverage. Moody's expects year-end 2013 debt/EBITDA of 6 times (high 4 times excluding Moody's adjustment for preferred stock), and interest coverage of 2 times EBITA/interest expense (mid 2 times excluding Moody's adjustment for preferred stock). The rating benefits from the stability of demand in many of the company's end markets, including household products and personal care, long-standing relationships with a diversified customer base, and a good competitive position relative to smaller specialty aerosol manufacturers. The stable outlook reflects Moody's expectations of low- to mid- single digit organic earnings growth and the realization of synergies from the executed integration activities following the company's recent acquisitions. The ratings could be downgraded if Moody's-adjusted leverage (including preferred stock) is sustained above 6 times or free cash flow/debt declines to the low-single-digit percent range. Negative ratings pressure would also arise if Plaze loses significant customer accounts, executes sizeable debt-financed acquisitions or other shareholder-friendly activities including common or preferred equity dividend payouts, or if the company's liquidity deteriorates. The ratings could be upgraded if the company demonstrates a commitment to a more conservative financial policy, including leverage sustained below 4.5 times Moody's-adjusted debt/EBITDA (including preferred stock), and improves its liquidity profile. The principal methodology used in this rating was the Global Manufacturing Industry 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. Plaze, Inc. is a manufacturer of specialty aerosols, including cleaners, disinfectants, lubricants, air fresheners, antiperspirants, sunscreen, polishes, adhesives, insecticides and others, for the North American market. The company has been controlled by Olympus Partners since its 2011 purchase from AEA Investors. Plaze generated revenues of approximately $331 million in 2012. POWELL STEEL: Files Schedules of Assets & Liabilities ----------------------------------------------------- Powell Steel Corporation filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $845,000 B. Personal Property $2,053,040 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $3,569,547 E. Creditors Holding Unsecured Priority Claims $1,159,862 F. Creditors Holding Unsecured Non-priority Claims $2,481,333 -------------- -------------- TOTAL $2,898,040 $7,210,743 About Powell Steel Powell Steel Corporation, located in Lancaster, Pennsylvania, is a progressive structural steel fabricator and erector equipped with state-of-the-art fabrication and welding equipment. Powell has a 67,000 square foot facility capable of fabricating in excess of 300 tons of steel per week. Powell Steel filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 13-11275) in Philadelphia on Feb. 13, 2013, estimating at least $10 million in assets and liabilities. POWELL STEEL: U.S. Trustee Unable to Appoint Creditors Committee ---------------------------------------------------------------- The United States Trustee was unable to appoint a Committee of Creditors in the Chapter 11 case of Powell Steel Corporation because no unsecured creditor was interested to serve. Powell Steel Corporation, located in Lancaster, Pennsylvania, is a progressive structural steel fabricator and erector equipped with state-of-the-art fabrication and welding equipment. Powell has a 67,000 square foot facility capable of fabricating in excess of 300 tons of steel per week. Powell Steel filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 13-11275) in Philadelphia on Feb. 13, 2013, estimating at least $10 million in assets and liabilities. PUERTO DEL REY: Files Amended Schedules of Assets & Liabilities --------------------------------------------------------------- Puerto del Rey, Inc., aka Marina Puerto Del Rey, filed with the U.S. Bankruptcy Court for the District of Puerto Rico its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $89,574,000 B. Personal Property $10,372,188 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $43,230,500 E. Creditors Holding Unsecured Priority Claims $90,000 F. Creditors Holding Unsecured Non-priority Claims $1,302,869 -------------- -------------- TOTAL $99,946,188 $44,623,369 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. RAJON REALTY: Case Summary & 2 Unsecured Creditors -------------------------------------------------- Debtor: Rajon Realty Corporation 106 Evansville Avenue Meriden, CT 06451 Bankruptcy Case No.: 13-30682 Chapter 11 Petition Date: April 16, 2013 Court: United States Bankruptcy Court District of Connecticut (New Haven) Judge: Lorraine Murphy Weil Debtor's Counsel: Eric S. Goldstein, Esq. Kathleen M. LaManna, Esq. SHIPMAN & GOODWIN LLP One Constitution Plaza Hartford, CT 06103 Tel: (860) 251-5059 Fax: (860) 251-5312 E-mail: egoldstein@goodwin.com klamanna@goodwin.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of two largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb13-30682.pdf The petition was signed by R. Bruce Andrews, director. RAM OF EASTERN N.C.: Taps Pittard Perry as Accountant ----------------------------------------------------- RAM of Eastern North Carolina, LLC, seeks court permission to employ Pittard Perry & Crone, Inc., of New Bern, North Carolina, as its accountant. The Firm will be retained to prepare the Debtor's tax returns and providing general tax consulting and advice. The Debtor has chosen the Firm because it is experienced in these matters and is well qualified to perform the work required in the case. The Firm understands that compensation can only be paid to the Firm after notice to creditors and approval by the Court pursuant to the Bankruptcy Administrator's guidelines. Services shall be rendered at the hourly rate of $220. The Firm attests that it and all its members are "disinterested" as the term is defined in Section 101 of the Bankruptcy Code. About RAM of Eastern North Carolina RAM of Eastern North Carolina, LLC, formerly Grantham Crossing, LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-01125) in Wilson, North Carolina, on Feb. 21, 2013. The Debtor, which owns commercial and residential rental properties in Craven and Carteret Counties, North Carolina, disclosed $11.7 million in total assets and $7.70 million in total liabilities in its schedules. George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as bankruptcy counsel to the Debtor. RESIDENTIAL CAPITAL: Noteholders Want to Sue With Committee ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that holders of about $1 billion in Residential Capital LLC notes filed papers seeking permission to sue alongside the ResCap creditors' committee for recovery of fraudulent transfers. According to the report, Wilmington Trust Co., in its role as indenture trustee, contends that the committee more represents ResCap operating company creditors and therefore cannot adequately stand up for noteholders with claims against the holding company. Like the committee, the noteholders look to sue ResCap's non- bankrupt parent Ally Financial Inc. on grounds that Ally Bank was the "most significant asset" until it was transferred away. The committee also charges that some liabilities of ResCap to the parent aren't "legitimate debts." The report recounts that the committee earlier filed papers looking for permission to sue and hold Ally Financial liable for all of ResCap's $20 billion to $25 billion in unsecured debt. The indenture trustee says it's willing to sue alongside the committee in whatever court the creditors' suit is filed. The committee 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 said. The committee was asking for an April 30 hearing on its motion, while the noteholders' motion is currently set for a May 14 hearing. 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: Gets Final Court Approval for $250-Mil. DIP Financing --------------------------------------------------------------- Revel AC Inc. on April 18 disclosed that the U.S. Bankruptcy Court for the District of New Jersey (Camden) has entered a final order to approve Revel's approximate $250 million debtor-in-possession financing to help support and maintain its day-to-day operations throughout its previously announced financial restructuring. Approximately $42 million of the DIP financing constitutes new money commitments and approximately $208 million constitutes prepetition debt. Additionally, the Bankruptcy Court granted final orders to the motions approved during the first day hearings on March 27, 2013. These orders enable Revel to continue paying employee wages and benefits, taxes, insurance, and vendors in the ordinary course of business, as well as honor outstanding customer loyalty cards, programs and obligations, and continue using its existing bank accounts in the ordinary course of business. In addition to these orders, Judge Judith Wizmur also approved a settlement with the City of Atlantic City, which wholly resolves a prepetition property tax dispute. Jeffrey Hartmann, Revel's Interim Chief Executive Officer, commented on [Thurs]day's hearing, "The final orders granted today are another positive milestone in our financial restructuring. We look forward to emerging from this process positioned for long- term success with a right-sized balance sheet, greater casino floor appeal, and the ability to continue providing our guests with a personalized Revel experience." Revel's prepackaged Chapter 11 plan, which has been unanimously accepted by creditors voting on the plan, will reduce Revel's debt by over 82% upon court approval. The restructuring is not expected to impact Revel's guests, employees or vendors. Throughout the restructuring, Revel intends to continue normal business operations. All services, guest loyalty plans and promotions, dining, scheduled entertainment, programming and events will continue to move forward without change or interruption. The Company expects to emerge from Chapter 11 by early summer. 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. 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. REVEL AC: Casino's Tax Assessment Fixed at $1.15 Billion -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Revel casino in Atlantic City, New Jersey, received final approval Thursday for a $250 million secured loan, including $42 million in fresh cash. According to the report, the casino also filed papers to disband the official unsecured creditors' committee that was formed April 16. The casino said it would be "absurd" to have a committee when unsecured creditors will be paid in full under a plan scheduled for approval in three weeks. Revel also received court approval for settlement of a tax assessment dispute with the city of Atlantic City. In return for dropping claims for refunds for 2011 and 2012, the assessment for 2013 through 2015 will be fixed at $1.15 billion. 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. REVOLUTION DAIRY: Court OKs Hiring of Genske Mulder as Accountants ------------------------------------------------------------------ Revolution Dairy LLC, Highline Dairy LLC, and Robert and Judith Bliss obtained court permission to employ Genske, Mulder & Co., LLP as accountants. The Troubled Company Reporter reported on Feb. 6, 2013, that each of the Debtors requires the assistance of outside accounting professionals familiar with the dairy industry to, among other things, prepare initial and ongoing operating reports and financial statements; review existing financial statements; prepare projections; advise the Debtors' salaried accounting staff and legal counsel on matters involving reporting and planning; and prepare tax returns. The total pre-petition amounts paid by the Debtors to Genske Mulder on account of antecedent debts is $5,800 per Debtor -- which insulates such payments from preference liability under 11 U.S.C. Sec. 547(c)(9). As a condition to employment, Genske Mulder has required payment of (and the Debtors have agreed to fund) an initial post-petition retainer of $3,000 per estate and an additional $3,000 retainer per estate/per month to be held by Genske Mulder as security for payment of fees and reimbursement of expenses that are allowed by the Court pursuant to application under 11 U.S.C. Sec. 330. Genske Mulder will seek allowance of its fees at its normal hourly billing rates ranging between $280 (for partners) and $125 (for staff). The firm will also seek reimbursement of actual, necessary out-of-pocket costs incurred. About Revolution Dairy Revolution Dairy LLC is one of the largest dairy farms in Utah. Revolution Dairy and affiliate Highline Dairy, LLC, filed bare- bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and 13-20771) in Salt Lake City on Jan. 27, 2013. Each of the Debtors estimated $10 million to $50 million in assets and liabilities. Managers of Revolution and Highline -- Robert and Judith Bliss -- also sought Chapter 11 protection (Case No. 13-20772). Revolution Dairy, LLC, is represented by Prince, Yeates & Geldzahler. Highline Dairy is represented by Parsons Kinghorn & Harris. Robert and Judith Bliss are represented by Berry & Tripp. The Debtors have sought joint administration of their cases. REVOLUTION DAIRY: Court Okays Hiring of Prince Yeates as Counsel ---------------------------------------------------------------- Revolution Dairy LLC obtained approval from the Bankruptcy Court to hire the law firm of Prince, Yeates and Geldzahler as bankruptcy counsel. The Troubled Company Reporter reported on Feb. 6, 2013, that the Debtor requires the assistance of bankruptcy counsel to advise the Debtor regarding its obligations and requirements of the Bankruptcy Code, and to represent the Debtor in negotiations with respect to issues of cash collateral, executory contracts, avoidance actions, plan preparation, and confirmation and all other legal issues. The normal billing rates for professionals range from $210 to $370 per hour for shareholders, $185 to $225 per hour for associates, and $125 to $140 per hour for para-professionals. Before the bankruptcy filing, the Debtor placed $10,000 with Prince Yeates as retainer. The Debtor assured the Court that Prince Yeates is disinterested within the meaning of 11 U.S.C. Sec. 101(14). About Revolution Dairy Revolution Dairy LLC is one of the largest dairy farms in Utah. Revolution Dairy and affiliate Highline Dairy, LLC, filed bare- bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and 13-20771) in Salt Lake City on Jan. 27, 2013. Each of the Debtors estimated $10 million to $50 million in assets and liabilities. Managers of Revolution and Highline -- Robert and Judith Bliss -- also sought Chapter 11 protection (Case No. 13-20772). Revolution Dairy, LLC, is represented by Prince, Yeates & Geldzahler. Highline Dairy is represented by Parsons Kinghorn & Harris. Robert and Judith Bliss are represented by Berry & Tripp. The Debtors have sought joint administration of their cases. REVOLUTION DAIRY: Committee Taps Snell & Wilmer as Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors in Revolution Dairy LLC, Highline Dairy LLC, and Robert and Judith Bliss's bankruptcy cases seeks court permission to retain Snell & Wilmer L.L.P. as its counsel effective February 9, 2013. The professional services to be rendered by S&W for the Committee include, but are not necessarily limited to: (a) representing the Committee in its analysis of and consultations with the Debtors concerning the operation and/or liquidation of the Debtors' businesses and assets and the administration of the Cases; (b) assisting the Committee with the investigation of acts, conduct, assets and liabilities that may impact the Debtors' businesses and the administration of the Cases; (c) representing the Committee and the interests of unsecured creditors in, negotiations toward, and confirmation and consummation of, any reorganization plan or liquidating plan; (d) representing the Committee and the interests of unsecured creditors as a whole; and (e) performing all other necessary legal services that are in the best interest of the Committee and the unsecured creditors of the Debtors. S&W, however, will not represent the Committee in actions adverse to these creditors in the Cases because the Firm represents, or has represented, these creditors, or affiliated entities, in matters not related to the Debtors' Cases: Wells Fargo Financial Leasing, Firmco, and Firmco Leasing. The Committee understands that David E. Leta, Troy J. Aramburu, Brock N. Worthen, and Blakely J. Denny will be primarily responsible for the Committee's representation in the Debtors' Cases. Mr. Leta will bill at a discounted hourly billing rate of $450. Mr. Aramburu will bill at a discounted hourly rate of $335. Mr. Worthen's hourly rate is $240, and Ms. Denny's hourly rate is $200. S&W has disclosed several other connections it has with the Debtors, creditors, any other parties in interest, their attorneys and accountants, the United States trustee or any persona employed in the office of the United States trustee. About Revolution Dairy Revolution Dairy LLC is one of the largest dairy farms in Utah. Revolution Dairy and affiliate Highline Dairy, LLC, filed bare- bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and 13-20771) in Salt Lake City on Jan. 27, 2013. Each of the Debtors estimated $10 million to $50 million in assets and liabilities. Managers of Revolution and Highline -- Robert and Judith Bliss -- also sought Chapter 11 protection (Case No. 13-20772). Revolution Dairy, LLC, is represented by Prince, Yeates & Geldzahler. Highline Dairy is represented by Parsons Kinghorn & Harris. Robert and Judith Bliss are represented by Berry & Tripp. The Debtors have sought joint administration of their cases. RHP HOTEL: S&P Assigns 'BB' Rating to $1BB Sr. Secured Debt ----------------------------------------------------------- Standard & Poor's Ratings Services assigned Nashville, Tn.-based RHP Hotel Properties LP's $1 billion senior secured credit facility (consisting of a $700 million revolver and a $300 million term loan due 2017) its 'BB' issue-level rating, with a recovery rating of '1', indicating S&P's expectation for very high (90% to 100%) recovery for lenders in the event of a payment default. Parent Ryman Hospitality Properties Inc. is the guarantor of the facility. The company is refinancing its current $925 million credit facility and will use the facility for general corporate purposes. S&P plans to publish a full recovery report as soon as practical following this release. S&P's corporate credit rating on Ryman Hospitality Properties Inc. reflects its assessment of the company's business risk profile as "weak" and its assessment of the company's financial risk profile as "aggressive," according to its criteria. S&P's assessment of Ryman's business risk profile reflects its limited asset diversity and small hotel portfolio. The company has good quality properties that target group and convention customers, providing some advance booking visibility and partly offsetting business risks. S&P's assessment of Ryman's financial risk profile as "aggressive" reflects its belief that EBITDA coverage of interest expense will be strong, above 4x, and total lease-adjusted debt to EBITDA will be in the mid-4x area at the end of 2013. S&P's measure of EBITDA also includes the interest income received from the Prince George's County bonds that Ryman holds. RATINGS LIST Ryman Hospitality Properties Inc. Corporate Credit Rating B+/Stable/-- New Ratings RHP Hotel Properties LP $700M revolver due 2017 BB Recovery Rating 1 $300M term loan due 2017 BB Recovery Rating 1 RIVER CANYON: Court Approves Christopher L. Richardson as Mediator ------------------------------------------------------------------ River Canyon Real Estate Investments, LLC, sought and obtained court permission to employ and compensate Christopher L. Richardson, Esq., a partner at Davis Graham & Stubbs LLP, as Mediator, nunc pro tunc to February 25, 2013. The Debtor, Ravenna Metropolitan District, United Water & Sanitation District and Colorado BondShares submitted their various disputes to a two-day mediation held March 6-7, 2013. Mr. Richardson's law firm will bill for his services at the rate of $450 per hour. In addition, Mr. Richardson will use the occasional assistance of Marilyn Moll, a bankruptcy paralegal in the firm. Ms. Moll's billing rate is $200 per hour. The fees of DGS will be split equally between the four parties. The Debtor assured the Court that neither Mr. Richardson nor other lawyers at DGS holds or represents any interest adverse to the Debtor or the bankruptcy estate and the firm is a "disinterested person" as that term is defined in 11 U.S.C. Section 101(14). Valuation of Properties The U.S. Bankruptcy Court for the District of Colorado at the end of March determined the value of security on certain properties owned by River Canyon Real Estate Investments, LLC. A copy of the document setting forth the valuation of the properties is available for free at http://bankrupt.com/misc/RIVERCANYON_value.pdf The Debtor has submitted corrections to the exhibits and represented that counsel for United & Water Sanitation District, while still disagreeing to the valuation methodology, has no objection to the submitted corrections or the form of the order. A copy of the document is available for free at http://bankrupt.com/misc/RIVERCANYON_value.pdf The Debtor has also requested for sanctions pursuant to March 4, 2013 minute order. The Debtor requested imposition of the following sanctions: -- an award of the Debtor's attorneys' fees incurred in connection with the motion by United Water, which fees total $6,810; and, -- an order deeming that United's failure to file a valuation motion with a valuation figure specified in it to be a waiver of United's right to make an election pursuant to Sec. 1111(b). The total amount requested includes an additional $525 for the fees incurred in preparing the within request. About River Canyon River Canyon Real Estate Investments, LLC, is the developer of the Ravenna residential real estate project in Douglas County, Colorado and the owner of The Golf Club at Ravenna, among other assets. River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No. 12-20763) on May 23, 2012, in Denver as part of its settlement negotiations with lender Beal Bank Nevada, and to preserve the value of its assets. At Beal Bank's behest, Cordes & Company was named, effective Oct. 15, 2010, as receiver for the 643-acre real estate development with golf course in Douglas County, Colorado. The Debtor disclosed assets of $19.7 million and liabilities of $45.3 million in its schedules. The property and golf course are estimated to be worth $11 million, and secures a $45 million debt. Judge Elizabeth E. Brown presides over the case. The Debtor is represented by Sender & Wasserman, P.C., as its Chapter 11 counsel. Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of the Debtor. Mr. Jacks, which has a 12.8% membership interest, signed the Chapter 11 petition. Richard A. Wieland, the U.S. Trustee for Region 19, was unable to form an official committee of unsecured creditors because an insufficient number of persons holding unsecured claims against the Debtor have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint such a committee should interest develop among the creditors. SAN DIEGO HOSPICE: Committee Given Plan-Filing Rights ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that San Diego Hospice & Palliative Care Corp. defused a request by the creditors' committee for appointment of a Chapter 11 trustee by giving the panel joint control over sale of the unused 24-bed hospice facility. According to the report, unless the committee and company agree on a reorganization plan, the committee will have the right to file a Chapter 11 plan after May 1. At the auction, Scripps Health will make the first bid of $10.7 million. Under revised procedures, competing bids are due April 26, followed by an April 30 auction and a hearing the same day for sale approval. The company agreed that the committee can have joint control over the sale process, including the selection of the winning bid. If there's disagreement, the judge will pick the winner. About San Diego Hospice San Diego Hospice & Palliative Care Corporation filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on Feb. 4, 2013. The Debtor is the operator of the San Diego Hospice and The Institute for Palliative Medicine, one of the largest community-owned, not-for-profit hospices in the country. The Debtor scheduled $20,369,007 in total assets and $14,888,058 in total liabilities. Even before the bankruptcy filing, the Debtor has been under a federal investigation, focusing whether it allowed patients to stay in the program even when their diagnosis changed. The Debtor said that it will meet with government agencies to address their concerns, explore partnerships with other health care organizations, and work to restructure and resize San Diego Hospice. The Debtor said it has encouraged Scripps Health, the region's largest provider of health care services, to enter the hospice business. SCIENTIFIC LEARNING: Completes Debt Placement of $4.6 Million ------------------------------------------------------------- Scientific Learning Corporation had completed a private placement of $4.6 million in aggregate principal amount of subordinated debt securities and completed the renegotiation of covenants under its line of credit with Comerica Bank. "Completing these arrangements strengthens our balance sheet and puts us in a strong position going forward, with $8.6 million of available financing," said Robert Bowen, Chairman and CEO. "We appreciate the support of our investors and Comerica." The Company sold subordinated notes that mature in two years and accrue interest at a rate equal to 12% per annum. In conjunction with the debt, the Company will issue warrants to purchase approximately 1.8 million shares of its common stock with an exercise price of $1.03 per share. The purchasers of the notes are current shareholders, directors and officers. The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Additional information can be obtained at http://is.gd/yefj2f About Scientific Learning Corporation Scientific Learning is an education company. The Company accelerates learning by applying proven research on how the brain learns in online and on-premise software solutions. The Company provides its learning solutions primarily to United States K-12 schools in traditional brick-and-mortar, virtual or blended learning settings and also to parents and learning centers, in more than 40 countries around the world. The Company's sales are concentrated in K-12 schools in the U.S., which in during the year ended December 31, 2011 were estimated to total over 116,000 schools serving approximately 55 million students in almost 14,000 school districts. During the year ended Dec. 31, 2011, the K-12 sector accounted for 87% of the sales of the Company. The Company's balance sheet at Dec. 31, 2012, showed $13.05 million in total assets, $18.28 million in total liabilities and a $5.22 million net capital deficiency. Scientific Learning incurred a net loss of $9.65 million in 2012, as compared with a net loss of $6.47 million in 2011. Ernst & Young LLP, in San Jose, 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's recurring losses from operations, deficiency in working capital and its need to raise additional capital raise substantial doubt about its ability to continue as a going concern. SCOOTER STORE: Socked With Lawsuit for Mass Firings --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Scooter Store Inc. wasn't even in Chapter 11 reorganization a full day before an employee filed suit contending the supplier of power wheelchairs and scooters fired more than 1,000 workers without 60 days' notice required by federal labor law known as the Warn Act. According to the report, the complaint, filed in U.S. Bankruptcy Court in Wilmington, Delaware, describes how 1,200 employees were put on "indefinite unpaid furlough" on March 8. Eleven days later they were told by letter they were being "terminated" formally. Some workers were brought back, the complaint said. The plaintiff is asking the judge to handle the complaint as a class suit on behalf of all workers who lost their jobs. The report notes that the U.S. Court of Appeals in New Orleans handed down a decision in late March concluding that class suits may be necessary if the bankrupt company contests liability for mass layoffs under the Warn Act. If the only question is the calculation of each worker's claim, then a class suit may be unnecessary, the opinion said in a case called Teta v. Chow. The decision from the Fifth Circuit in New Orleans isn't binding on the bankruptcy court in Delaware. 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. It has 57 distribution centers in 41 states. 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. Affiliates of private equity firm Sun Capital Partners, based in Boca Raton, Florida, purchased a majority voting interest in the debtors in 2011. The company is 66.8 percent owned by Sun Capital Partners Inc., owed $40 million on a third lien. In addition to Sun's debt and $25 million on a second lien owing to Crystal Financial LLC, there is a $25 million first-lien revolving credit owing to CIT Healthcare LLC as agent. Crystal is providing $10 million in financing for bankruptcy. SCOOTER STORE: Meeting to Form Creditors' Panel on April 25 ----------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on March 6, 2012, at 1:00 p.m. in the bankruptcy cases of The SCOOTER Store Holdings, Inc., et al. The meeting will be held at: J. Caleb Boggs Federal Building 844 King Street, Room 5209 Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. 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. SCOOTER STORE: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: The SCOOTER Store Holdings, Inc. 1650 Independence Drive New Braunfels, TX 78132 Bankruptcy Case No.: 13-10904 Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- The SCOOTER Store - Albuquerque, LLC 13-10907 The SCOOTER Store - Atlanta, LLC 13-10908 The SCOOTER Store - Austin, Ltd. 13-10909 The SCOOTER Store - Baltimore, LLC 13-10910 The SCOOTER Store - Baton Rouge, LLC 13-10911 The SCOOTER Store - Birmingham, LLC 13-10912 The SCOOTER Store - Boca Raton, LLC 13-10913 The SCOOTER Store - Boston, LLC 13-10914 The SCOOTER Store - Charleston, LLC 13-10915 The SCOOTER Store - Charlotte, LLC 13-10916 The SCOOTER Store - Chicago, LLC 13-10917 The SCOOTER Store - Concord, LLC 13-10918 The SCOOTER Store - Dallas, Ltd. 13-10919 The SCOOTER Store - Dayton, LLC 13-10920 The SCOOTER Store - Denver, LLC 13-10921 The SCOOTER Store - Des Moines, LLC 13-10922 The SCOOTER Store - Detroit, LLC 13-10923 The SCOOTER Store - Grand Rapids, LLC 13-10924 The SCOOTER Store - Green Bay, LLC 13-10925 The SCOOTER Store - Greenville, LLC 13-10926 The SCOOTER Store - Hartford, LLC 13-10927 The SCOOTER Store - Houston, Ltd. 13-10929 The SCOOTER Store - Indianapolis, LLC 13-10930 The SCOOTER Store - Jackson, LLC 13-10931 The SCOOTER Store - Jacksonville, LLC 13-10932 The SCOOTER Store - Kansas City, LLC 13-10933 The SCOOTER Store - Knoxville, LLC 13-10934 The SCOOTER Store - Las Vegas, LLC 13-10935 The SCOOTER Store - Levittown, LLC 13-10936 The SCOOTER Store - Lincoln, LLC 13-10937 The SCOOTER Store - Little Rock, LLC 13-10938 The SCOOTER Store - Los Angeles, LLC 13-10939 The SCOOTER Store - Louisville, LLC 13-10940 The SCOOTER Store - Lubbock, Ltd. 13-10941 The SCOOTER Store - Madison, LLC 13-10942 The SCOOTER Store - Minneapolis, LLC 13-10944 The SCOOTER Store - Mobile, LLC 13-10945 The SCOOTER Store - Nashville, LLC 13-10946 The SCOOTER Store - Oklahoma City LLC 13-10947 The SCOOTER Store - Orlando, LLC 13-10948 The SCOOTER Store - Paterson, LLC 13-10949 The SCOOTER Store - Philadelphia, LLC 13-10951 The SCOOTER Store - Phoenix, LLC 13-10952 The SCOOTER Store - Pittsburgh, LLC 13-10953 The SCOOTER Store - Portland, LLC 13-10954 The SCOOTER Store - Raleigh Durham LLC 13-10955 The SCOOTER Store - Richmond, LLC 13-10956 The SCOOTER Store - Rochester, LLC 13-10957 The SCOOTER Store - Sacramento, LLC 13-10958 The SCOOTER Store - Salt Lake City LLC 13-10959 The SCOOTER Store - San Antonio, Ltd. 13-10960 The SCOOTER Store - San Diego, LLC 13-10961 The SCOOTER Store - San Francisco, LLC 13-10962 The SCOOTER Store - Schenectady, LLC 13-10963 The SCOOTER Store - Seattle, LLC 13-10964 The SCOOTER Store - Shreveport, LLC 13-10965 The SCOOTER Store - Springfield, LLC 13-10966 The SCOOTER Store - St. Louis, LLC 13-10967 The SCOOTER Store - Toledo, LLC 13-10968 The SCOOTER Store - Tulsa, LLC 13-10969 The SCOOTER Store - West Virginia, LLC 13-10970 The SCOOTER Store - Wichita, LLC 13-10972 The SCOOTER Store - Wilkes-Barre, LLC 13-10973 The SCOOTER Store, Inc. 13-10974 The SCOOTER Store, USA, Inc. 13-10975 The SCOOTER Store Development, LLC 13-10976 The SCOOTER Store Financial Services, LLC 13-10977 The SCOOTER Store Aviation, LLC 13-10978 TSS Management Company, Inc. 13-10979 TSS Investments, Inc. 13-10980 The SCOOTER Store, Ltd. 13-10981 Chapter 11 Petition Date: April 15, 2013 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Peter J. Walsh Debtors' Counsel: Robert S. Brady, Esq. Kenneth J. Enos, Esq. Andrew L. Magaziner, Esq. YOUNG, CONAWAY, STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: bankfilings@ycst.com - and - MORGAN, LEWIS & BOCKIUS LLP Debtors' Financial Advisors: MORGAN JOSEPH TRIARTISAN, LLC - and - ALIXPARTNERS LLC Debtors' Claims and Notice Agent: EPIQ BANKRUPTCY SOLUTIONS LLC Lead Debtor's Estimated Assets: $1,000,001 to $10,000,000 Lead Debtor's Estimated Debts: $50,000,001 to $100,000,000 The petitions were signed by Charles Lowrey, authorized representative. Debtors' Consolidated List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Center for Medicare and $19,500,000 Medicaid Services (CMS) 7500 Security Blvd. Baltimore, MD 21244 Pride Mobility Products $15,910,141 182 Susquehanna Avenue Exeter, PA 18643 Shoprider Mobility $7,973,870 Products, Inc. 21184 Figueroa St. Carson, CA 90745 A.Eicoff & Co. $3,982,032 401 North Michigan Avenue Attn: Al Williamson Chicago, IL 60611 Bank of America $1,497,305 P.O. Box 60073 City of Industry, CA 91716 New Braunfels Industrial $1,353,551 Development Corp. (NBIDC) 901 Main Street, 66th Flr. Dallas, TX 75202 Harmar Mobility $1,205,587 2075-47th Street Sarasota, FL 34234 Sunrise Medical $1,043,255 Wachovia Bank Lock Box# 933056 3585 Hapeville, GA 30354 Microsoft Licensing, GP $701,771 P.O. Box 405874 Atlanta, GA 30384 American Express $566,455 P.O. Box 650448 Dallas, TX 75265 Go Local, LLC $563,746 P.O. Box 15 McNeil, TX 78651 Google Adwords $500,188 1600 Ampitheatre Parkway Mountain View, CA 94043 Bain & Company $485,221 Bank of America P.O. Box 11321 Boston, MA 02211 Aerotek Professional $421,882 Cred Card 3689 Collection Center Drive Chicago, IL 60693 RR Donnelley $330,106 P.O. Box 730216 Dallas, TX 75373 Universal Power Group $278,458 P.O. Box 670725 Dallas, TX 75267 Wheels Inc. $269,016 P.O. Box 96336 Chicago, IL 60693 I-Behavior, Inc. $208,706 Wells Fargo Lockbox P.O. Box 209028 Dallas, TX 75395 Yahoo, Inc. $206,943 P.O. Box 89-4147 Los Angeles, CA 90189 CENVEO $203,131 P.O. Box. 802035 Chicago, IL 60680 Sun Capital Partners $199,597 Management V, LLC Drive Medical Design & $197,171 Manufacturing Episilon Data Mgmt $183,263 Amylior, Inc. $172,780 Direct Agents, Inc. $132,590 The Comfort Company, Inc. $127,669 CISCO Systems $114,413 Q Interactive, Inc. $113,978 Presidio Network $112,917 Solutions, Inc. CHS Health Services, Inc. $93,230 SEANERGY MARITIME: In Restructuring Talks; Defaults on Loan ----------------------------------------------------------- Seanergy Maritime Holdings Corp. on April 18 reported financial results for the fourth quarter and year ended December 31, 2012: * Fourth Quarter 2012 -- Net Revenues of $8.5 million. -- Adjusted EBITDA of negative $1.7 million, which excludes losses of $109.0 million resulting from vessel sales and non-cash impairment losses. (*) -- Adjusted Net Loss of $8.0 million, which excludes losses of $109.0 million resulting from vessel sales and non-cash impairment losses. (*) -- Debt reduction of $69.9 million, or approximately 25% of the Company's outstanding indebtedness. * Full Year 2012 -- Net Revenues of $55.6 million. -- Adjusted EBITDA of $5.0 million, which excludes losses of $167.1 million resulting from vessel sales and non-cash impairment losses. (*) -- Adjusted Net Loss of $26.7 million, which excludes losses of $167.1 million resulting from vessel sales and non-cash impairment losses. (*) -- Debt reduction of $137.8 million, or approximately 40% of the Company's outstanding indebtedness. (*) These are non-GAAP measures. Stamatis Tsantanis, the Company's Chief Executive Officer, stated: "Seanergy's financial performance in 2012 was adversely affected by the prevailing low market rates . Our average daily Time Charter Equivalent ('TCE') rate, for the year, was reduced almost in half to $7,465 per vessel per day. This is a direct result of our vessels now employed at significantly lower rates as we experience one of the lowest freight markets in the dry bulk industry over the last 15 years. "In this challenging environment, we continue to work with our lenders and advisors to improve the balance sheet and place the Company in a position of strength and increased valuation. Through this process, we have made significant progress in the implementation of our restructuring plans. Since the beginning of 2012 and as of the date of this press release, we managed to reduce our indebtedness by 50% to $173.0 million through finalized agreements with three out of our five lenders. In particular, we sold a total of 13 vessels, including the ownership of Bulk Energy Transport (Holdings) Limited ('BET') and four Handysize owning subsidiaries. In our continuing effort to improve the Company's financial position, we remain in discussions with our two lenders in order to restructure our outstanding indebtedness. "Regarding general market conditions, in the fourth quarter of 2012, we saw a slightly positive turn in economic activity, fuelled by renewed optimism about the Chinese economy, improved financial environment in the United States and relative calm in financial markets driven by the European Central Bank's commitment to do everything within its mandate to maintain stability in the Eurozone. These developments notwithstanding, macroeconomic and financial conditions remain fragile, as demonstrated by the recent Cypriot banking crisis. However, against this uncertain economic backdrop, the industrial activity driving dry bulk shipping remains healthy and the main cause of low rates remains vessel oversupply. "Prospects for dry bulk shipping appear to be improving. On the demand side we expect that the additional infrastructure investments recently approved by the Chinese government and the monetary easing taking place in Japan are likely to have a positive effect as the two countries have traditionally been the most important drivers of dry bulk demand. Furthermore, we are seeing a positive reversal from last year's slump in grain trade volumes, while Indian demand for seaborne thermal coal is not expected to abate over the next year. On the supply side, the outstanding orderbook has shrunk considerably and the market is now in the process of absorbing excess vessel capacity. 2012 was a record year for removal of older tonnage, as more than 33 million DWT were scrapped (a 45% increase as compared to 2011). We believe that adverse market conditions are likely to result in another strong year for demolition sales." Christina Anagnostara, the Company's Chief Financial Officer, stated: "During the fourth quarter of 2012, the Company operated an average of 15.0 wholly-owned vessels earning a daily TCE of $5,592 compared to $14,806 in the same period of 2011. Net revenues, in the fourth quarter 2012, were $8.5 million, 69% lower than in the same period in 2011 reflecting the smaller size of our fleet and a 62% reduction of the daily TCE due to the weak market conditions. Furthermore, a number of Seanergy's vessels came off long term charter employment on higher daily rates and had to be employed in the spot market on prevailing lower rates. "After adjusting for losses on vessel sales, Seanergy's net loss was $8.0 million compared to net income of $6.6 million in 2011. This reflects the fact that the lower TCE earned shrank our operating margins and bottom line profitability. "For 2012, net revenue was $55.6 million, a reduction of 47% compared to $104.1 million in the same period last year. Adjusted net loss was equal to $26.7 million as opposed to an adjusted net income of $4.1 million in 2011. The cost containment efforts initiated in 2011 materialized in 2012. Daily vessel operating expenses and management fees per vessel decreased by 12% and 16% respectively, while total General and Administrative expenses reduced by 22%. This however, was not sufficient to compensate the fall in daily TCE resulting from adverse market conditions. "Over the course of the year, we continued our efforts to achieve a viable financial structure that will facilitate Seanergy's ability to benefit from the eventual rebound in shipping markets. To this end, we believe that the recent sales of BET and the four Handysize owning subsidiaries, in full satisfaction of the associated loan facilities, are positive for Seanergy." Fourth Quarter 2012 Financial Results: Net Revenues Net revenues for the fourth quarter of 2012 decreased to $8.5 million from $27.5 million in the same quarter of 2011. The decrease of 69% in net revenues reflects lower freight rates earned in the dry bulk market as compared to the same quarter last year, as well as a 38% reduction in operating days that resulted from vessel sales during the period. EBITDA and Adjusted EBITDA Adjusted EBITDA was negative $1.7 million for the fourth quarter of 2012, excluding $109.0 million of losses resulting from vessel sales and non-cash impairment losses. Including the aforementioned items, EBITDA was negative $110.7 million. For the fourth quarter of 2011, EBITDA was $15.6 million. For more information please refer to the EBITDA and Adjusted EBITDA reconciliation section contained in this press release. Net Loss For the fourth quarter of 2012, Net Loss amounted to $117.0 million or $9.79 loss per basic and diluted share, as compared to a net profit for the fourth quarter of 2011 of $6.6 million, or $0.91 per basic and diluted share, based on weighted average common shares outstanding of 11,957,064 basic and diluted for the fourth quarter of 2012, 7,314,330 basic and diluted for the fourth quarter of 2011. For the fourth quarter of 2012, Adjusted Net Loss excluding losses from vessel sales and non-cash impairment losses was $8.0 million, as compared to Net Income of $6.6 million in 2011. Debt Reduction Seanergy ended the fourth quarter of 2012 with $208.6 million of outstanding debt. This reflects the reduction of our outstanding indebtedness by $69.9 million, during the three month period ended December 31, 2012. Full Year Ended December 31, 2012 Financial Results: Net Revenues Net revenues in 2012 decreased to $55.6 million from $104.1 million during 2011. The decrease in net revenues by 47% is due to the market-induced weakness in the daily rates earned by our vessels and the reduced size of our fleet, which resulted in 20% fewer operating days. EBITDA and Adjusted EBITDA Adjusted EBITDA was $5.0 million for 2012, excluding $167.1 million of losses resulting from vessel sales and non-cash impairment losses, as compared to $53.8 million in 2011. Including the aforementioned charges, EBITDA was negative $162.1 million in 2012, while EBITDA was negative $148.1 million in 2011. Excluding the effects of losses resulting from vessel sales and non-cash impairment losses, a 49% fall in daily TCE and fewer operating days for the fleet resulted in deteriorating operating performance in 2012. For more information please refer to the EBITDA and Adjusted EBITDA reconciliation section contained in this press release. Net Loss In 2012, Net Loss amounted to $193.8 million, or $16.74 loss per share, based on weighted average common shares outstanding of 11,576,576 basic and diluted. In 2011, Net Loss was $197.8 million or $27.04 loss per share, based on weighted average common shares outstanding of 7,314,636 basic and diluted. For 2012, Adjusted Net Loss, Net Loss excluding losses from vessel sales and non-cash impairment losses, was $26.7 million, as compared to Net Income of $4.1 million in 2011. Debt Reduction Seanergy ended 2012 with $208.6 million of outstanding debt. This reflects a reduction of our overall indebtedness by $137.8 million. Fourth Quarter 2012 Developments: Sale and Purchase Transactions On October 15, 2012, Seanergy delivered the Clipper Grace, a 30,548 DWT Handysize vessel built in 2007, to its new owners. Gross proceeds amounted to $11.25 million and were used to repay debt. On October 29, 2012, Seanergy delivered the BET Intruder, a 69,235 DWT Panamax vessel built in 1993, to its new owners. Gross proceeds amounted to $4.8 million and were used to repay debt. On December 4, 2012, Seanergy delivered the Clipper Glory, a 30,570 DWT Handysize vessel built in 2007, to its new owners. Gross proceeds amounted to $11.25 million and were used for debt repayment and working capital purposes. Sale of the Bulk Energy Transport (Holdings) Limited (BET) Subsidiary As part of its financial restructuring plan, Seanergy reached an agreement to sell its 100% ownership interest in BET for a nominal consideration. On the date of the agreement, the fleet of BET consisted of two Capesize dry-bulk carrier vessels with a carrying capacity of 313,061 DWT. The buyer is a company ultimately controlled by members of the Restis family, our controlling shareholders. The transaction was consummated as of December 30, 2012. In connection to the sale, the Company's board of directors obtained a fairness opinion from an independent third party. As a result of the sale, our total indebtedness was reduced by approximately $46.7 million. The Appointment of New Chief Executive Officer Effective October 1, 2012, Stamatis Tsantanis succeeded Dale Ploughman as the Chief Executive Officer of the Company and has also served as Director since that date. Mr. Ploughman continues to serve as the Chairman of the Board of Directors and as a Director of the Company. Subsequent Events: Sale of Subsidiaries in Satisfaction of DVB Loan On January 29, 2013 Seanergy's subsidiary, Maritime Capital Shipping Limited, sold its 100% ownership interest in the four subsidiaries that owned the Handysize dry bulk vessels Fiesta, Pacific Fantasy, Pacific Fighter and Clipper Freeway for a nominal consideration. The buyer is a third-party nominee of the lenders under the senior secured credit facility with DVB Merchant Bank (Asia) Ltd., as agent. In connection to the sale, the Company's Board of Directors obtained a fairness opinion from an independent third party. In exchange for the sale, approximately $30.3 million of outstanding debt was discharged. Sale and Purchase Transactions On April 10, 2013, Seanergy sold the African Oryx, a 24,112 DWT Handysize vessel built in 1997, to its new owners. Gross proceeds amounted to $4.1 million and were used to repay debt. Debt Outstanding Following the two above mentioned transactions, the total outstanding debt of the Company was reduced from $208.6 million on December 31, 2012 to $173.0 million as of the date of this press release. Financial Developments: Debt Restructuring The Company has entered into discussions with its lenders aimed at developing and implementing a plan for improving the Company's liquidity and operating flexibility. The goal of the Company's restructuring plan is to develop a solid capital structure that will allow the Company to manage the current difficult market conditions and place Seanergy in a competitive position to re-grow its fleet and balance sheet in the long term. The Company has appointed Houlihan Lockey and Axia Ventures Group to advise on the development of the restructuring plan. To date, the Company has finalized agreements with 3 out of its 5 lenders, including lenders acting as agents. The Company continues to use its best efforts to obtain waivers from its remaining two lenders, relating to various restrictive covenants and defaults, as well as amendment of debt profile and maturities and an agreement that lenders will forbear from exercising remedies under their respective debt arrangements. However, there can be no assurance that these agreements will be concluded, in which case the lenders could exercise their remedies, which in turn would adversely affect our business. Ability to Continue as a Going Concern Over the past year, due to shipping sector volatility and economic difficulties, the Company has experienced significant losses and reduction in cash which has affected its ability to satisfy its obligations. The Company experienced significant reduction in cash flow, as it had to re-charter its vessels at low prevailing rates. As a result of the above, the Company defaulted under its loan agreements in respect of certain covenants (including, in some cases, the failure to make principal and interest payments, the failure to satisfy financial covenants and the triggering of cross default provisions). To date, the Company has not obtained waivers of all these defaults from its lenders. Since January 1, 2012, the Company has sold or otherwise disposed a total of 13 vessels (or the ownership of certain of its vessel owning subsidiaries) in connection with its restructuring, and any proceeds have been used to repay the related debt. Proceeds from the sale of additional vessels are expected to be insufficient to fully repay the related debt and, therefore, it is likely that the Company will continue to have significant debt unless it enters into satisfactory arrangements with its lenders for the discharge of all such obligations. During the restructuring process, the lenders have continued to reserve their rights in respect of events of default under the loan agreements. The lenders have not exercised their remedies at this time, including demand for immediate payment; however, the lenders could change their position at any time. As such, there can be no assurance that a satisfactory final agreement will be reached with the lenders in the restructuring, or at all. While the Company continues to use its best efforts to complete the restructuring, there can be no assurance that the negotiations will be successful or that it will obtain waivers or amendments from the lenders. Failure to obtain such waivers or amendments could materially and adversely affect the Company's business and operations. Furthermore, the impact of the final terms of any restructuring is uncertain. Due to the above, the Company's $208.6 million outstanding debt as of December 31, 2012 is classified as current. Seanergy Maritime Holdings Corp. is a Marshall Islands corporation with its executive offices in Athens, Greece. The Company is engaged in the transportation of dry bulk cargoes through the ownership and operation of dry bulk carriers. SELCO CONSTRUCTION: Case Summary & 8 Unsecured Creditors -------------------------------------------------------- Debtor: Selco Construction Services, Inc. P.O. Box 190 Swords Creek, VA 24649 Bankruptcy Case No.: 13-70628 Chapter 11 Petition Date: April 16, 2013 Court: United States Bankruptcy Court Western District of Virginia (Roanoke) Debtor's Counsel: Kevin J. Funk, Esq. DURRETTECRUMP PLC 1111 East Main Street, 16th Floor Richmond, VA 23219 Tel: (804) 775-6900 Fax: (804) 775-6911 E-mail: kfunk@durrettecrump.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its eight largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/vawb13-70628.pdf The petition was signed by Chris Harman, president. SINCLAIR BROADCAST: To Acquire Fisher Communications for $373MM --------------------------------------------------------------- Sinclair Broadcast Group, Inc., and Fisher Communications, Inc., they have entered into a definitive merger agreement whereby Sinclair will acquire Fisher in a merger transaction valued at approximately $373.3 million. Under the terms of the agreement, Fisher shareholders will receive $41.00 in cash for each share of Fisher common stock they own. The transaction represents a 44% premium to the closing price of Fisher common stock on Jan. 9, 2013, the final trading day prior to Fisher announcing a review of strategic alternatives. Fisher owns 20 television stations in eight markets, reaching 3.9% of U.S. TV households, and three radio stations in the Seattle market. Additionally, Fisher previously entered into an agreement to provide certain operating services for three TV stations, including two simulcasts, pending regulatory approval. "We are excited to acquire Fisher and expand our coverage westward, especially in the two key markets of Seattle (DMA 12) and Portland (DMA 22)," commented David Smith, president and CEO of Sinclair. "Started in 1910, Fisher's history of operating television and radio stations in the northwest corner of the U.S. has played an important role in its communities and in producing high-quality local news. We look forward to expanding upon those traditions and improving the cash flow of the stations through the benefits that come with our scale." "After conducting our review of potential strategic alternatives, the Board concluded this all-cash transaction was the best path to maximizing value for shareholders," said Paul A. Bible, Chairman of Fisher's Board of Directors. "Sinclair is the largest independent TV broadcaster in the country, and we believe its commitment to the industry -- along with its greater scale and sizable resources -- will provide our stations, team members and business partners with new opportunities to flourish," said Colleen B. Brown, Fisher's President and CEO. This transaction is subject to approval by the Federal Communications Commission, antitrust clearance, the affirmative vote of two-thirds of Fisher's outstanding shares and other customary conditions. The transaction is not conditioned on Sinclair obtaining financing or Fisher achieving or maintaining any financial or operational thresholds or metrics. The transaction is expected to close and fund during the third quarter of 2013, subject to closing conditions. Fisher has no long-term debt and is expected to have approximately $20 to $25 million of working capital at the time of the close. Sinclair expects to finance the purchase price through cash on hand, a bank loan or by accessing the capital markets. Moelis & Company LLC served as financial advisor and White & Case LLP served as primary legal counsel for Fisher. The Fisher television stations covered by the transaction are KOMO, KUNS, KATU, KUNP, KLEW, KBOI, KYUU, KVAL, KCBY, KPIC, KMTR, KMCB, KTCW, KIMA, KEPR, KUNW, KVVK, KORX, KBAK, KBFX, KIDK and KXPI. The Fisher radio stations covered by the transaction are KOMO 1000 AM (news), KOMO 97.7 FM (news), KPLZ and KVI. A copy of the press release is available for free at: http://is.gd/Dj6eBK 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. SINCLAIR BROADCAST: Has New $500MM Credit Facility with JPMorgan ---------------------------------------------------------------- Sinclair Television Group, Inc., a wholly-owned subsidiary of Sinclair Broadcast Group, Inc., entered into an amendment and restatement of its credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto and the lenders party thereto. Pursuant to the Amendment, STG refinanced the existing facility and replaced the existing term loans under the facility with a new $500 million term loan A facility, maturing April 2018 and priced at LIBOR plus 2.25%; and a $400 million term loan B facility (?Term Loan B?), maturing April 2020 and priced at LIBOR plus 2.25% with a LIBOR floor of 0.75%. In addition, Sinclair replaced its existing revolving line of credit with a new $100 million revolving line of credit maturing April 2018 and priced at LIBOR plus 2.25%. The additional term loans, along with cash on hand or a draw under the revolving line of credit, will be used to fund the previously announced acquisitions of the Barrington Broadcasting Group and certain of the Cox Media Group television stations which are both currently expected to close in the second quarter of 2013. Due to timing related to the closing and funding of the acquisitions, approximately $445 million of the new Term Loan A will be drawn on a delayed basis. STG also amended certain terms of the Bank Credit Agreement, including increased incremental loan capacity, increased television station acquisition capacity and increased flexibility under the restrictive covenants. The Bank Credit Agreement continues to contain certain (i) restrictive covenants, including, but not limited to, restrictions on indebtedness, liens, payments, investments, mergers, consolidations, liquidations and dissolutions, acquisitions, sales and other dispositions of assets, loans and advances and affiliate transactions and (ii) financial maintenance covenants, including an interest coverage ratio, a first lien indebtedness ratio and a total indebtedness ratio. There were no changes to these ratios as a result of the Amendment. The Bank Credit Agreement also continues to include affirmative covenants, representations and warranties and events of default, including certain cross-default and cross-acceleration provisions, customary for an agreement of its type. STG's obligations under the Bank Credit Agreement remain (i) jointly and severally guaranteed by the Guarantors, which include the Company and certain subsidiaries of the Company and (ii) secured by a first-priority lien on substantially all of the tangible and intangible assets (whether now owned or hereafter arising or acquired) of STG and the subsidiaries of STG and the Company that are Guarantors and, with respect to the Company, the capital stock of certain of its directly owned subsidiaries. A copy of the Amended Credit Agreement is available at: http://is.gd/x840qz 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. SPANISH BROADCASTING: Transfers Listing to NASDAQ Capital Market ---------------------------------------------------------------- Spanish Broadcasting System, Inc., received approval from The Nasdaq Stock Market to transfer the listing of the Company's common stock from The NASDAQ Global Market to The NASDAQ Capital Market. The NASDAQ Capital Market is one of the three markets for NASDAQ-listed stocks and operates similarly to The NASDAQ Global Market. Companies listed on The NASDAQ Capital Market must meet certain financial requirements and adhere to NASDAQ's corporate governance standards. The Company's common stock began trading on The NASDAQ Capital Market at the opening of business on April 10, 2013. The Company's common stock will continue to trade under the symbol "SBSA." As previously reported, on Oct. 3, 2012, the Company received a written deficiency notice from NASDAQ, advising it that the market value of its Class A common stock for the previous 30 consecutive business days had been below the minimum $15,000,000 required for continued listing on the NASDAQ Global Market pursuant to NASDAQ Listing Rule 5450(b)(3)(C). Pursuant to NASDAQ Listing Rule 5810(c)(3)(D), the Company was provided an initial grace period of 180 calendar days, or until April 1, 2013, to regain compliance with the Rule. The Company did not regain compliance with the Rule and on March 29, 2013, it filed an application to be listed on the NASDAQ Capital Market, which was granted on April 9, 2013. About Spanish Broadcasting Headquartered in Coconut Grove, Florida, Spanish Broadcasting System, Inc. -- http://www.spanishbroadcasting.com/-- owns and operates 21 radio stations targeting the Hispanic audience. The Company also owns and operates Mega TV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. Its revenue for the twelve months ended Sept. 30, 2010, was approximately $140 million. Spanish Broadcasting reported a net loss available to common stockholders of $11.21 million in 2012, as compared with net income available to common stockholders of $13.77 million during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $467.41 million in total assets, $420.92 million in total liabilities, $92.34 million in Cumulative exchangeable redeemable preferred stock, and a $45.85 million total stockholders' deficit. Bankruptcy Warning "We have experienced a decline in the level of business activity of our advertisers, which has, and could continue to have, an adverse effect on our revenues and profit margins. In addition, some of our advertisers and clients could experience serious cash flow problems due to the slow economic recovery. As a result, they may attempt to renegotiate or cancel orders with us or alter payment terms. Our advertisers may be forced to reduce their production, shut down their operations or file for bankruptcy protection, which could have a material adverse effect on our business. Any further deterioration in the U.S. economy, any worsening of conditions in the credit markets, or even the fear of such a development, could intensify the adverse effects of these difficult market conditions on our results of operations," the Company said in its annual report for the year ended Dec. 31, 2012. * * * In November 2010, Moody's Investors Service upgraded the corporate family and probability of default ratings for Spanish Broadcasting System, Inc., to 'Caa1' from 'Caa3' based on improved free cash flow prospects due to better than anticipated cost cutting and the expiration of an unprofitable interest rate swap agreement. Moody's said Spanish Broadcasting's 'Caa1' corporate family rating incorporates its weak capital structure, operational pressure in the still cyclically weak economic climate, generally narrow growth prospects (though Spanish language is the strongest growth prospect) given the maturity and competitive pressures in the radio industry, and the June 2012 maturity of its term loan magnify this challenge. In July 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Miami, Fla.-based Spanish Broadcasting System Inc. to 'B-' from 'CCC+', based on continued improvement in the company's liquidity position. "The rating action reflects S&P's expectation that, despite very high leverage, SBS will have adequate liquidity over the intermediate term to meet debt maturities, potential swap settlements, and operating needs until its term loan matures on June 11, 2012," said Standard & Poor's credit analyst Michael Altberg. As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings Services revised its rating outlook on Miami, Fla.-based Spanish Broadcasting System Inc. (SBS) to negative from stable. "We also affirmed our existing ratings on the company, including the 'B-' corporate credit rating," S&P said. SPRINT NEXTEL: Amendment 3 to Rule 13E-3 Transaction Statement -------------------------------------------------------------- An amendment No. 3 to Rule 13E-3 Transaction Statement on Schedule 13E-3 was filed jointly by Clearwire Corporation, Sprint Nextel Corporation, Sprint HoldCo, LLC, SN UHC 1, Inc., SN UHC 4, Inc., and Collie Acquisition Corp., in connection with the Agreement and Plan of Merger, dated as of Dec. 17, 2012, by and among Clearwire, Sprint and Merger Sub. If the Merger Agreement is adopted by Clearwire's stockholders, Merger Sub will merge with and into Clearwire, with Clearwire continuing as the surviving corporation. In the Merger, each issued and outstanding share of Class A common stock of Clearwire, par value $0.0001 per share will automatically be converted into the right to receive $2.97 per share in cash, without interest, less any applicable withholding taxes. In addition, Intel Capital Wireless Investment Corporation 2008A, a Delaware corporation and the only holder of Class B common stock of Clearwire other than Clearwire, Sprint and Sprint's affiliates, has elected to irrevocably exchange, immediately prior to the effective time of the Merger, all of its Class B Interests into shares of Class A Common Stock, which will then automatically convert into the right to receive the Merger Consideration at the effective time of the Merger. Concurrently with the filing of the Amendment No. 3 to Schedule 13E-3, Clearwire is filing an amended preliminary proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, pursuant to the definitive version of which the Clearwire board of directors will be soliciting proxies from stockholders of Clearwire in connection with the Merger, including to adopt the Merger Agreement. A copy of the Amendment is available for free at: http://is.gd/1FXMND About Sprint Nextel Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S) -- http://www.sprint.com/-- is a communications company offering a comprehensive range of wireless and wireline communications products and services that are designed to meet the needs of individual consumers, businesses, government subscribers and resellers. Sprint Nextel incurred a net loss of $4.32 million in 2012, a net loss of $2.89 million in 2011, and a net loss of $3.46 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed $51.57 million in total assets, $44.48 million in total liabilities and $7.08 million in total shareholders' equity. Bankruptcy Warning "If the Merger Agreement terminates and we are unable to raise sufficient additional capital to fulfill our funding needs in a timely manner, or we fail to generate sufficient additional revenue from our wholesale and retail businesses to meet our obligations beyond the next twelve months, our business prospects, financial condition and results of operations will likely be materially and adversely affected, substantial doubt may arise about our ability to continue as a going concern and we will be forced to consider all available alternatives, including a financial restructuring, which could include seeking protection under the provisions of the United States Bankruptcy Code," the Company said in its annual report for the period ended Dec. 31, 2012. On Dec. 17, 2012, the Company entered into an agreement and plan of merger pursuant to which Sprint agreed to acquire all of the outstanding shares of Clearwire Corporation Class A and Class B common stock not currently owned by Sprint, SOFTBANK CORP., which or their affiliates. At the closing, the outstanding shares of common stock will be canceled and converted automatically into the right to receive $2.97 per share in cash, without interest. * * * As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings Services said its ratings on Overland Park, Kan.-based wireless carrier Sprint Nextel Corp., including the 'B+' corporate credit rating, remain on CreditWatch. "The CreditWatch update follows the announcement that Sprint Nextel has agreed to sell a majority stake to Softbank," said Standard & Poor's credit analyst Allyn Arden. In the Oct. 17, 2012, edition of the TCR, Moody's Investors Service has placed all the ratings of Sprint Nextel, including its B1 Corporate Family Rating, on review for upgrade following the announcement that the Company has entered into a series of definitive agreements with SOFTBANK CORP. As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms, among other things, the Issuer default rating (IDR) of Sprint Nextel and its subsidiaries at 'B+'. The ratings for Sprint reflect the ongoing execution risk both operationally and financially regarding several key initiatives that the company expects will improve cash generation, network performance and longer-term profitability. STABLEWOOD SPRINGS: Court Dismisses SRS Application as Moot ----------------------------------------------------------- The United States Bankruptcy Court for the Western District of Texas dismissed as moot Stablewood Springs Resort, LP, and affiliate Stablewood Springs Resort Operations, LLC's Application to Employ the Professional Firm of SRS Ventures LLC and Scott R. Sanders as Financial Consultant and Chief Restructuring Officer. The Debtors withdrew the SRS Retention Application that drew objections from creditors J.A. Van Hessen and Axys Capital Total Return Fund, LLC. As reported by the Troubled Company Reporter on Jan. 23, 2013, SRS had served as financial advisor for the Debtors since Oct. 7, 2008. The Debtors had wanted the professional services of SRS to continue postpetition. About Stablewood Springs Resort Stablewood Springs Resort, LP, owner of a high-end resort destination encompassing 140 acres of a 543-acre private ranch in the Texas hill country near Hunt, filed a bare-bones Chapter 11 petition (Bankr. W.D. Tex. Case No. 12-53887) in San Antonio on Dec. 17, 2012. The Debtor disclosed assets of $11.15 million and liabilities of $22.8 million as of Nov. 30, 2012. Liabilities include $10.4 million in secured debt and $9.3 million of disputed secured debt. SUNTECH POWER: European Subsidiary Granted Provisional Moratorium ----------------------------------------------------------------- Suntech Power Holdings Co., Ltd., announced that Suntech Power International Ltd., the Company's principal operating subsidiary in Europe, has been granted a provisional moratorium for two months on creditor claims by the judicial authorities in Schaffhausen, Switzerland. SPI had applied for the provisional moratorium as a result of over-indebtedness, a requirement under local law and regulations. The majority of SPI's debt is Suntech inter-company debt. The court has appointed an administrator to assess SPI's financial condition and the prospects of reaching a composition agreement with creditors to restructure SPI's outstanding debt. SPI will continue its operations and serve its European customers during this period. "The goal of the provisional moratorium is to allow time to restructure debt, primarily inter-company debt. During this process, we are committed to continuing to deliver high-quality solar products to our customers in Europe," said David King, Suntech's CEO. Other than the insolvency and restructuring of Suntech Holdings' Chinese subsidiary Wuxi Suntech Power Co., Ltd., and the SPI composition proceedings, Suntech Holdings is not aware of any similar proceedings regarding any of its other entities. About Suntech Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP) produces solar products for residential, commercial, industrial, and utility applications. With regional headquarters in China, Switzerland, and the United States, and gigawatt-scale manufacturing worldwide, Suntech has delivered more than 25,000,000 photovoltaic panels to over a thousand customers in more than 80 countries. As reported by the TCR on March 20, 2013, Suntech Power Holdings Co., Ltd., has received from the trustee of its 3% Convertible Notes a notice of default and acceleration relating to Suntech's non-payment of the principal amount of US$541 million that was due to holders of the Notes on March 15, 2013. That event of default has also triggered cross-defaults under Suntech's other outstanding debt, including its loans from International Finance Corporation and Chinese domestic lenders. TNP STRATEGIC: Has Forbearance with KeyBank Until July 31 --------------------------------------------------------- TNP Strategic Retail Trust, Inc., and certain of its subsidiaries entered into a forbearance agreement, dated as of April 1, 2013, with KeyBank National Association, as administrative agent for itself and certain lenders, to a Revolving Credit Agreement dated as of Dec. 17, 2010, as amended, in the maximum principal amount of $45,000,000. Pursuant to the Forbearance Agreement, the Lenders have agreed, to forbear from exercising their rights and remedies under the Credit Agreement with respect to: (1) the failure by the Borrowers to pay to the Lenders the Willow Run Loan and the Visalia Loan within 180 days after those loans were made, as required under the Credit Agreement; (2) the failure by the Borrowers to use the total proceeds received to repay the amounts outstanding under the Tranche A loans so as to reduce the outstanding balance of the loans to be below the available amount under the Credit Facility as calculated pursuant to the Credit Agreement; and (3) the Company's agreement to make a Restricted Payment for redemptions from certain investors during the existence of the existing events of default, as prohibited under the Credit Agreement. The Lenders' forbearance will continue until the first to occur of (a) July 31, 2013; (b) a default or breach in any of the representations, warranties, covenants or conditions of the Forbearance Agreement; or (c) a default or event of default as described in the Loan Documents occurs or becomes know to any Lender. A copy of the Forbearance Agreement is available at: http://is.gd/owHPhh About TNP Strategic TNP Strategic Retail Trust, Inc., was formed on Sept. 18, 2008, as a Maryland corporation. The Company believes it qualifies as a real estate investment trust under the Internal Revenue Code of 1986, as amended, and has elected REIT status beginning with the taxable year ended Dec. 31, 2009, the year in which the Company began material operations. The Company was initially capitalized by the sale of 22,222 shares of common stock for $200,000 to Thompson National Properties, LLC, on Oct. 16, 2008. TNP Strategic's balance sheet at Sept. 30, 2012, showed $272.33 million in total assets, $197.98 million in total liabilities and $74.34 million in total equity. The Company reported a net loss of $11.63 million for the nine months ended Sept. 30, 2012, compared with a net loss of $4.39 million for the same period a year ago. TPF GENERATION: S&P Assigns Prelim. 'B+' Rating on $425MM Loan -------------------------------------------------------------- Standard & Poor's Rating Services said it assigned its preliminary 'B+' rating and preliminary '1' recovery rating to project finance entity TPF Generation Holdings LLC's (TPF) proposed $425 million first-lien TLB due 2017 and $30 million revolver due 2017. The new credit facilities will replace the $495 million second- lien TLB ($405 million outstanding as of Sept. 30, 2012) and $50 million synthetic first-lien letter of credit facility, essentially maintaining leverage at existing levels. The stable outlook reflects a somewhat diverse, operationally sound portfolio that should be able to earn capacity and energy revenue that supports the ratings. TPF's portfolio consists of three natural gas-fired power plants totaling 1,380 megawatts (MW) in California, West Virginia. and Virginia. High Desert is an 830 MW combined-cycle natural gas- fired power generation plant in the California Independent System Operator SP-15 market and Big Sandy (300 MW) and Wolf Hills (250 MW) are simple-cycle natural gas-fired power generation plants in the PJM Interconnection (AEP) market, respectively. "The stable outlook reflects a somewhat diverse, operationally sound portfolio that should be able to earn capacity and energy revenue that supports the ratings," said Standard & Poor's credit analyst Rubina Zaidi. Factors that might lead to a negative outlook or a lower rating are sustained weaker performance at the plants, or lower-than- expected energy or capacity revenues that result in DSCRs lower than the 0.7x (May-Dec. 2013) and 1.4x currently forecast for 2013 and 2014, respectively, or expectations of refinancing risk above $300 kW. A positive outlook or higher rating would require financial performance superior to S&P's expectations on a sustained basis that leads to expectations of refinancing risk below $250 per kW. This could be the result of potential upward momentum in energy prices post-2014 once the carbon trading market develops in California, or capacity prices as a few more data points for resource adequacy payments become evident. UNITED WESTERN: Lawsuit Failed, Case Converted to Liquidation ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the loss that United Western Bancorp Inc. sustained in a lawsuit with Federal Deposit Insurance Corp. resulted in conversion of the Chapter 11 case to a liquidation in Chapter 7 where management was automatically supplanted by a trustee. The report recounts that a federal district judge in Washington ruled in March that the January 2011 regulatory takeover of the bank subsidiary was not "arbitrary and capricious." The result was motions by the U.S. Trustee, JPMorgan Chase Bank NA and the Federal Deposit Insurance Corp. urging the bankruptcy judge in Denver to convert the case to liquidation. Until it went up in smoke, the lawsuit was billed as the largest asset for the holding company. The judge formally converted the case to a Chapter 7 liquidation last week. Aside from the lawsuit, the 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. US POSTAL: CCAGW Urges Congress to Allow Reform ----------------------------------------------- On April 18, the Council for Citizens Against Government Waste (CCAGW) issued a statement in response to the April 17 testimony by Postmaster General Patrick Donahoe before the House Committee on Oversight and Government Reform on the fiscal straits faced by the United States Postal Service (USPS). CCAGW has long supported Postal Service reform in order to prevent an expensive taxpayer bailout, but Congress has not allowed the USPS to do what is necessary to cut costs. "[Wednes]day's testimony by Postmaster General Donahoe made painfully clear that, regardless of whether Congress chooses to sit on its hands or to act, the Postal Service is hemorrhaging cash at an alarming rate," said CCAGW President Tom Schatz. "Despite the fact that first-class mail volume has declined by 33 percent since its 2001 peak, very little has changed in the way the Postal Service does business. As a result, the USPS recorded losses of $15.9 billion in fiscal year 2012 and has netted losses of $41 billion over the last six fiscal years. According to Postmaster General Donahoe, the USPS currently averages losses of $25 million per day. "Yet modest reforms, such as switching to a five-day delivery schedule of first-class mail, which the USPS estimates would save $2 billion annually, have consistently been obstructed by Congress. Closing excess facilities and downsizing the Postal Service's workforce have proved similarly problematic. Congress's most significant action on postal reform occurred nearly a year ago, when the Senate approved legislation to allow a woefully inadequate amount of facility closures in 2012 while adding to the red tape in the approval process for future closures and delaying the move to five-day delivery by two years. "Conversely, House Committee on Oversight and Government Reform Chairman Darrell Issa's (R-Calif.) Postal Reform Act, first introduced in 2011, would establish the Postal Service Financial Responsibility and Management Assistance Authority upon a USPS default on debt to the federal government for more than 30 days. Once the USPS has met pre-established benchmarks of financial health, the authority would be disbanded. The bill would help right-size an agency that threatens to gouge taxpayers for billions due to its own mismanagement. "Congress must allow the USPS to make changes that any private- sector firm with even a hint of a self-preservation instinct would have made years ago. As Postmaster General Donahoe explained in his testimony, 'Every option has to be put on the table . . . piecemeal efforts simply will not work.' "While it may be politically convenient for certain members of Congress to hold the line and block Postal Service reform in the present, it is becoming increasingly clear that, barring significant reform, there may not be a Postal Service to defend in the future. If taxpayers bear that burden, CCAGW will be there to hold lawmakers accountable. The Postal Service is sinking, and Congress must get out of the way in order for the agency to stay afloat," Mr. Schatz concluded. The Council for Citizens Against Government Waste (CCAGW) is the lobbying arm of Citizens Against Government Waste, the nation's largest nonpartisan, nonprofit organization dedicated to eliminating waste, fraud, abuse, and mismanagement in government. About U.S. Postal Service A self-supporting government enterprise, the U.S. Postal Service is the only delivery service that reaches every address in the nation, 151 million residences, businesses and Post Office Boxes. The Postal Service receives no tax dollars for operating expenses, and relies on the sale of postage, products and services to fund its operations. With 32,000 retail locations and the most frequently visited website in the federal government, usps.com, the Postal Service has annual revenue of more than $65 billion and delivers nearly 40 % of the world's mail. If it were a private sector company, the U.S. Postal Service would rank 35th in the 2011 Fortune 500. In 2011, the U.S. Postal Service was ranked number one in overall service performance, out of the top 20 wealthiest nations in the world, Oxford Strategic Consulting. Black Enterprise and Hispanic Business magazines ranked the Postal Service as a leader in workforce diversity. The Postal Service has been named the Most Trusted Government Agency for six years and the sixth Most Trusted Business in the nation by the Ponemon Institute. The Postal Service receives no tax dollars for operating expenses and relies on the sale of postage, products and services to fund its operations. The U.S. Postal Service ended the first three months of its 2012 fiscal year (Oct. 1 - Dec. 31, 2011) with a net loss of $3.3 billion. Management expects large losses to continue until the Postal Service has implemented its network re-design and down- sizing and has restructured its healthcare program. Additionally, the return to financial stability requires legislation which gives the Postal Service typical commercial freedoms, including delivery flexibility, returns over $10 billion of amounts overpaid to the Federal Government and resolves the need to prefund retiree healthcare at rates not assessed any other entity in the United States. To return to profitability, CEO Patrick Donahoe has advanced a plan to reduce annual costs by $20 billion by 2015. The plan includes continued aggressive actions to generate additional revenue and reduce operating expenses. To reach the goal, the Postal Service also needs changes in the law. "Passage of legislation is urgently needed that provides the Postal Service with the speed and flexibility needed to cut costs that are not under our control, including employee health care costs," Donahoe said in February 2012 "The changes will give the Postal Service a bright future and provide the nation with affordable and reliable delivery for generations to come." VANDERRA RESOURCES: Can Hire Grant Thornton as Accountants ---------------------------------------------------------- Vanderra Resources, LLC, sought and obtained court permission to employ Grant Thornton LLP as its accountants for the purpose of assisting with the preparation and filing of the Debtor's 2012 state and federal tax returns. The professional services Grant Thornton will provide to the Debtor include, but will not be limited to: a. preparing and filing the Debtor's 2012 state and federal tax returns; b. consulting with and advising the Debtor regarding tax related issues; c. reviewing the Debtor's tax related files and records to assess the Debtor's 2012 tax liabilities; and d. such other services that the Debtor requires in the course of the engagement. Todd F. Taggart, a partner in the Minneapolis, Minnesota office of Grant Thornton, has been selected by the Debtor as the primary professional at Grant Thornton who will be performing the Services. Mr. Taggart is a Certified Public Accountant (CPA) and tax specialist with over thirty years of public accounting experience. As necessary, certain other professionals or employees of Grant Thornton may provide services in connection with the engagement. Grant Thornton's 2013 hourly rates for the accountants who will most likely be working on the Bankruptcy Case are: Todd F. Taggart, Partner $360.00 per hour Tony Pyka, Senior Manager $300.00 per hour Samantha Ward, Senior Associate $180.00 per hour To the best of the Debtor's knowledge, Grant Thornton and its employees are "disinterested persons," as that term is defined in section 101(14) of the Bankruptcy Code. About Vanderra Resources Vanderra Resources LLC is an innovator and leader in the oil-field services industry, providing one stop solutions for the setup of drilling sites, including the construction of well site locations and roads, compressor pads, pipelines, and frac ponds. Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012. The Debtor estimated assets and debts of at least $10 million. The Debtor filed for bankruptcy to address its legacy debt issues, to finalize its restructuring into a smaller, more profitable company, and to preserve and enhance its going concern value for the benefit of its vendors, customers, creditors, employees, and all stakeholders. Bankruptcy Judge D. Michael Lynn oversees the Debtor's case. Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt Kopf & Harr, P.C., serve as the Debtor's counsel. The petition was signed by George Langis, president and chief operating officer. The Debtor disclosed $26,319,392 in assets and $24,066,68 in liabilities as of the Chapter 11 filing. VIVARO CORP: Court Approves Hiring of UHY as Accounting Providers ----------------------------------------------------------------- Vivaro Corp. and its affiliates obtained permission from the U.S. Bankruptcy Court to employ UHY Advisors NY, Inc. and UHY LLP as accounting and tax service providers, nunc pro tunc to the Petition Date. The Troubled Company Reporter reported on Feb. 13, 2013, that UHY will provide certain accounting and tax compliance services, including, but not limited to, the preparation of all federal and state income tax returns, representation in connection with governmental audits, and review and compliance with governmental notices and inquiries concerning tax and accounting matters, as well as such other accounting and tax services the Debtors may from time to time request. The UHY professionals expected to have primary responsibility for providing Services to the Debtors are: Stephen Slater Partner and Managing Director Chuck Sockett Managing Director Pat Klemz Principal Renata Stasaityte Senior UHY will receive compensation on an hourly basis for all services at these hourly rates: Title Rate ----- ---- Partner/Managing Director $400 to $500 Principal $375 to $400 Senior Manager $350 to $375 Manager $325 to $350 Senior $225 to $250 Administrative $100 UHY has agreed that it will not seek payment of compensation and reimbursement of expenses above $65,000 for service performed from the Petition Date through March 31, 2013, unless other wise approved by the Debtors and the creditors committee. UHY as of the Petition Date is owed $67,000 for services rendered prepetition. The firm has agreed to waive the claim if retained by the Debtors in the Chapter 11 cases. The firm attests it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Vivaro Corp. Vivaro Corp., which specializes in the sale of international calling cards in the U.S., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six other related companies, including Kare Distribution Inc. The Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V. Huynh, Esq., at Herrick, Feinstein LLP. Garden City Group Inc. is the claims and notice agent. A five-member official committee of unsecured creditors has been appointed in the case. VIVENDI PARTNERS: Case Summary & 7 Unsecured Creditors ------------------------------------------------------ Debtor: Vivendi Partners, LLC 3219 E. Camelback Rd. Suite 291 Phoenix, AZ 85018 Bankruptcy Case No.: 13-06046 Chapter 11 Petition Date: April 16, 2013 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: George B. Nielsen Jr. Debtor's Counsel: Blake D. Gunn, Esq. LAW OFFICE OF BLAKE D GUNN P.O. Box 22146 Mesa, AZ 85277-2146 Tel: (480) 270-5073 E-mail: blake.gunn@gunnbankruptcyfirm.com Scheduled Assets: $925,000 Scheduled Liabilities: $1,340,118 A copy of the Company's list of its seven largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/azb13-6046.pdf The petition was signed by Ed Gorman, manager. VPR OPERATING: U.S. Trustee Names 5 to Creditors Committee ---------------------------------------------------------- The U.S. Trustee appointed five entities to the official committee of unsecured creditors in the Chapter 11 cases of VPR Operating, LLC: INTERIM CHAIR: Robert J. Stayton Pinpoint Drilling and Directional Services, LLC 24900 Pitkin Road, Suite 180 Spring, TX 77386 Tel: (281) 466-3580 Fax: (281) 466-3591 E-mail: robert.stayton@pinpointdrill.com MEMBERS: Tor Vatne Stemcor AG 8505 Technology Forest Drive, #401 The Woodlands, TX 77381 Tel: (936) 242-1187 Fax: (936) 231-8146 E-mail: tvatne@unitedcasings.com Lee Wright Professional Directional Enterprises, Inc. P.O. Box 750 Conroe, TX 77305 Tel: (936) 441-7266 Fax (936) 441-7268 E-mail: lwright@prodirectional.com Larry Gandy Gandy Corporation P.O. Box 2140 Lovington, NM 88260 Tel: (575) 396-0522 Fax (575) 396-0797 E-mail: lgandy@gandycorporation.com Olivia Estrada De La Sierra Trucking, Inc. 3116 Rose Road Hobbs, NM 88242 Tel: (575) 738-0972 Fax (575) 738-0973 E-mail: delasierratruckinginc@gmail.com VPR Operating, LLC, and three related entities sought Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin on March 29, 2013. VPR estimated assets and debts of at least $50 million. Brian John Smith, Esq., at Patton Boggs LLP, serves as the Debtor's counsel. Judge Craig A. Gargotta presides over the case. Privately owned VPR is an oil and gas company focused on acquiring and developing assets in the domestic onshore basins of the United States. It has 53 producing wells, which generate revenue of approximately $375,000 per month on average after royalty payments. VPR was founded in 2008, and maintains producing oil and gas properties in Oklahoma and New Mexico. VS FOX RIDGE: Court Appoints David L. Miller as Chapter 11 Trustee ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Utah approved the United States Trustee's appointment of David L. Miller as Chapter 11 Trustee in the bankruptcy cases of VS Fox Ridge, LLC and Stephen Lamar Christensen and Victoria Ann Christensen. As reported by the Troubled Company Reporter on Feb. 27, 2013, Bankruptcy Judge Joel T. Marker directed the appointment of a Chapter 11 trustee in the bankruptcy cases of VS Fox Ridge, LLC, and Stephen Lamar Christensen and Victoria Ann Christensen. Both cases are jointly administered. The U.S. Trustee's counsel consulted with these parties in interest regarding the appointment of the Trustee: a. Matthew Boley as Counsel for Debtor, VS Fox Ridge, LLC; b. David Berry as Counsel for Debtor, Stephen & Victoria Christensen; c. Jeffrey Shields as Counsel for Traverse Mountain Parties; d. Zach Shields as Counsel for Traverse Mountain Parties; e. Dan Torkelson as Counsel for Creditor RR Penga; f. John Harrington as Counsel for Creditor Forge Investments; and g. Mark Barnes as Counsel for Internal Revenue Service. To the best of the U.S. Trustee's knowledge, the Trustee's connections with the debtors, creditors, any other parties in interest, their attorneys and accountants, the United States Trustee, and persons employed in the Office of the United States Trustee, are limited. About VS Fox Ridge VS Fox Ridge, LLC, filed a Chapter 11 petition (Bankr. D. Utah Case No. 12-28001) in Salt Lake City on June 20, 2012. Alpine, Utah-based VS Fox Ridge scheduled $95,600,103 in assets and $27,814,802 in liabilities. Equity owners Stephen and Victoria Christensen simultaneously sought Chapter 11 protection (Case No. 12-28010). Judge Joel T. Marker presides over the case. Matthew M. Boley, Esq., at Parsons Kinghorn Harris, PC, serves as counsel. The petition was signed by Stephen Christensen, manager. VUZIX CORP: Amends Form S-1 Registration Statement with SEC ----------------------------------------------------------- Vuzix Corporation filed with the U.S. Securities and Exchange Commission amendment no.1 to the Form S-1 registration statement relating to the offering of an undetermined shares of common stock at a proposed maximum offering price of $18.18 million. The Company's common stock is quoted on the OTC Bulletin Board under the symbol "VUZI", on the TSX Venture Exchange, or TSX-V, under the symbol "VZX", and on the Frankfurt Stock Exchange under the symbol "V7XN". The Company has applied for listing of its common stock on The NASDAQ Capital Market under the symbol "VUZI". The Company has applied to list the shares of common stock offered under this prospectus on the TSX-V. Listing of the Company's common stock on the TSX-V will be subject to fulfilling all of the requirements of the TSX-V. No assurance can be given that our applications will be approved. On April 10, 2013, the last reported sale price for the Company's common stock on the OTC Bulletin Board was $3.13 per share. A copy of the amended prospectus is available for free at: http://is.gd/teos0v About Vuzix Corp. Rochester, New York-based Vuzix Corporation (TSX-V: VZX) OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video Eyewear products in the defense, consumer and media & entertainment markets. Vuzix reported net income of $322,840 on $3.22 million of total sales for the year ended Dec. 31, 2012, as compared with a net loss of $3.87 million on $4.82 million of total sales during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $2.42 million in total assets, $8.63 million in total liabilities, and a $6.20 million total stockholders' deficit. EFP Rotenberg, LLP, in Rochester, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred substantial losses from operations in recent years. In addition, the Company is dependent on its various debt and compensation agreements to fund its working capital needs. The Company was not in compliance with its financial covenants under a senior secured debt holder and had other debts past due in some cases. These conditions raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "We have engaged an investment banking firm to assist us with respect to a planned public stock offering of up to $15,000,000. Our future viability is dependent on our ability to execute these plans successfully. If we fail to do so for any reason, we would not have adequate liquidity to fund our operations, would not be able to continue as a going concern and could be forced to seek relief through a filing under U.S. Bankruptcy Code." WARREN'S CORNER: Case Summary & 2 Unsecured Creditors ----------------------------------------------------- Debtor: Warren's Corner, LP P.O. Box 460481 San Antonio, TX 78246-0481 Bankruptcy Case No.: 13-50991 Chapter 11 Petition Date: April 16, 2013 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Craig A. Gargotta Debtor's Counsel: William B. Kingman, Esq. LAW OFFICES OF WILLIAM B. KINGMAN, PC 4040 Broadway, Suite 450 San Antonio, TX 78209 Tel: (210) 829-1199 E-mail: bkingman@kingmanlaw.com Scheduled Assets: $5,004,016 Scheduled Liabilities: $10,776,634 A copy of the Company's list of its two largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/txwb13-50991.pdf The petition was signed by David W. Monnich, manager of general partner. WELCH ENTERPRISES: Court Okays Hiring of Barry Friedman as Counsel ------------------------------------------------------------------ Welch Enterprises, LLC, obtained approval from the U.S. Bankruptcy Court to employ Barry A. Friedman, Esq., at Barry A. Friedman & Associates, PC, as its attorney. The Troubled Company Reporter reported on March 19, 2013, that Friedman will, among other things, take appropriate action with respect to secured and priority creditors, take action with respect to possible voidable preferences and transfers, and prepare on behalf of the Debtor necessary petitions, answers, pleadings before the court whatever issues are deemed necessary. To the best of the Debtor's knowledge, Friedman represents to interest adverse to the Debtor. Friedman's hourly rates were not disclosed in the application. Welch Enterprises, LLC, a Grove Hill, Alabama-based logging company, filed a Chapter 11 petition (Bankr. S.D. Ala. Case No. 13-00255) in Mobile, Alabama, on Jan. 25, 2013. The Debtor disclosed $13.3 million in assets and $1.41 million in liabilities in its schedules. WYLDFIRE ENERGY: Hires Lain Faulkner as Accountants --------------------------------------------------- Wyldfire Energy Inc. seeks court permission to employ Lain, Faulkner & Co. P.C. and, in particular, to obtain the services of Steven H. Thomas, CPA and shareholder of the firm, to perform forensic accounting services, analyze preferences and their relation to the bankruptcy case, and provide expert testimony. The firm is expected to: (a) prepare an accounting of the "partnership" affairs between the Debtor and the Riggs Group, including a reconciliation of the results to the Hanke Report; economic analysis and consultation with the Debtor; (b) perform forensic accounting analysis and consultation with the Debtor; (c) assist with the development and evaluation of the Debtor's Plan of Reorganization; (d) prepare accounting reports as requested or required; (e) provide assistance with the Debtor's analysis and objections to various claims; and (f) provide other services as may be necessary or appropriate. Mr. Thomas's hourly rate is $390. The firm's current hourly fee structure are: Clerical and Data Entry $75 - $95 General Accountants $150 - $215 Technology Assistance $225 - $300 CPA Accountants, Forensic & Audit $225 - $340 Shareholders in the Firm $345 - $450 The Debtor believes that Lain Faulkner is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. About Wyldfire Energy Palo Pinto, Texas-based Wyldfire Energy, Inc., filed a bare-bones Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-70239) in Wichita Falls, Texas, on June 20, 2012. Tamara Ford, a 100% stockholder, signed the Chapter 11 petition. Judge Harlin DeWayne Hale oversees the case. The Law Offices of Ronald L. Yandell, Esq., serves as the Debtor's counsel. The Debtor's Plan provides that General Unsecured Creditors will be paid in full in one installment being payable on or within 60 days of the respective Initial Distribution Date. * Fitch: Mixed Recoveries in U.S. Retail Bankruptcies ----------------------------------------------------- Recovery rates were mixed for creditors of defaulting U.S. retail companies, with issue recovery percentages depending on the relative rank of debt, company value and the company's overall capital structure mix, according to a Fitch Ratings report. The report is based on a Fitch review of creditor recovery, valuation and other bankruptcy case details for 20 retailers with collective petition date debt of $7.4 billion. Fitch's analysis found that first-lien debt had strong recoveries across the board, with all 20 retailers having at least one first- lien claim paid in full. Conversely, the median unsecured claim recovery rate for the 19 retailers with unsecured debt was less than 10% of the claim amount. The tendency of distressed retailers to maximize secured borrowings, subordination to significant administrative claims, and dilution of recoveries from pension, general unsecured trade and operating lease rejection claims placed downward pressure on unsecured debt recoveries. Eleven of the 20 retailers liquidated their assets in bankruptcy, and nine emerged as operating going concerns. Supermarkets reorganized as going concerns more frequently than general retailers. Lack of capital was a primary reason for companies liquidating rather than reorganizing. Fitch summarizes payment terms of going out of business inventory liquidation agreements for store closing sales conducted by liquidation agents. Liquidations are much more common in the retail sector than in other corporate sectors. By comparison, Fitch's bankruptcy case study database of 86 total U.S. corporate bankruptcy case outcomes includes 14 liquidations (17%), 11 of which were retailers. As part of its retail sector bankruptcy analysis, Fitch also identified six U.S. retailers with Issuer Default Ratings of 'B-' or below and/or bond spreads indicative of distress that are at significant risk of default. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that among 20 retailers in the Fitch study, 11 liquidated, leaving nine to emerge from Chapter 11 as going concerns. Among 86 corporate bankruptcy reorganizations including retailers, 14%, or 17%, were liquidations, and 11 of those were retailers. Secured lenders typically fare well in retail bankruptcies. In all 20 retail cases, at least one first-lien lender came out whole. It's a different story for unsecured creditors. The median unsecured recovery was 8.5%, while the average was about 20%, Fitch said. The average was pushed higher by two retailers -- Syms Corp. and Winn-Dixie Stores Inc. -- where unsecured creditors either were paid in full or almost made whole. The six retailers with risk of default identified by Fitch include J.C. Penney Co., Sears Holdings Corp., RadioShack Corp., and Brookstone Inc., according to Bloomberg. * Moody's Report Notes Improvement in Global Economy in 1Q ---------------------------------------------------------- Few industry sectors changed direction in the first three months of 2013, marking perhaps the least volatile quarter for non- financial corporates since the end of 2008, Moody's Investors Service says in a new report, "Beverage and North American Paper/Forest Improvements Stand Out in Stable Quarter." The changes that took place indicate an overall improvement in the global economy, though not a dramatic one. "Non-financial industries globally have shown an increasingly becalmed reaction to ongoing macroeconomic turmoil and pressures," says Managing Director Mark Gray. "Only in mid-2010 did the pace of volatility slow to that registered in the first quarter of this year." Moody's has been tracking global corporate outlooks since late 2008. While the outlook for about two-thirds of all non-financial corporate sectors remained stable during the first quarter, three changed. Global Beverages and Global Paper and Forest Products both moved from stable to positive, while North American Apparel went from positive to stable. The Global Paper and Forest Products sector has seen a standout improvement, particularly in North America, Gray says. "Demand from the resurgent homebuilding sector has breathed life back into the North American forest products sector, while rationalization and higher prices will give paper companies a welcome boost over the next one to two years." The Global Beverages sector is receiving its boost from more forgiving costs for sweeteners, as well increased sales in emerging markets, while price increases that took effect last year will see revenues go up in this one. Conversely, higher costs, particularly for cotton, labor and freight, look set to hold the North American Apparel sector's growth in the low-single digits, despite encouraging trends in emerging markets. The tallies of positive and negative outlooks have remained nearly flat since the second half of 2011, Moody's says, in stark contrast to the situation during the depths of the global economic crisis, when negative outlooks were about 11 times more numerous than positive ones. Nevertheless, a number of factors could upset the current balance, including a deeper-than-expected recession in Europe and a slowdown in major emerging markets, while geopolitical conflicts for now represent only limited risk. * Fitch Says U.S. Pub Fin Downgrades Exceed Upgrades in 2013 1Q --------------------------------------------------------------- Fitch Ratings notes that during the first quarter of 2013 (1Q'13) and for the 17th consecutive quarter, U.S. public finance rating downgrades outnumbered upgrades. Both the number of upgrades and downgrades increased from 4Q'12. Negative actions are expected to remain elevated, as Negative Rating Outlooks exceeded Positive Rating Outlooks (3.3:1) in 1Q'13. However, a vast majority of rating actions (83%) during the first quarter were affirmations, with no change in Rating Outlook or Rating Watch status. Furthermore, 91% of ratings had a Stable Rating Outlook at the end of the first quarter. Downgrades still account for a small percentage of total public finance rating actions. Fitch downgraded 57 credits, which represented approximately 6.9% of all rating actions and $23.9 billion in par value. In 4Q'12, Fitch downgraded 41 credits. Fitch upgraded 31 credits in 1Q'13, which represented 3.8% of all rating actions and $6.1 billion in par value. In 4Q'12, Fitch upgraded 15 credits. The number of downgrades in 1Q'13 exceeded upgrades by a margin of 1.8:1, which decreased from 2.7:1 in the prior quarter. The downgrade to upgrade ratio by par value also decreased to 3.9:1 from 4.6:1 in the prior quarter. The full report 'U.S. Public Finance Rating Actions for First Quarter 2013' summarizes these rating actions by sector and can be found at 'www.fitchratings.com'. * Fitch Says U.S. Credit Card Delinquencies to Reach New Lows ------------------------------------------------------------- Preliminary results indicate that credit card ABS data improved across the board through the end of March and that 60+ day delinquencies will hit an all-time low for general purpose card issuers while retail delinquencies are expected reach 7-year lows. The ongoing positive performance data supports rating stability for U.S. credit card ABS. Fitch's Prime 60+ Day Delinquency Index is projected to decline to an all-time low, falling below 1.60% for the March 2013 reporting period. The data also suggests that monthly payment rate (MPR) is likely to improve month over month, while chargeoffs are expected to remain flat for our Prime Credit Card Index. Fitch's Gross Yield Index is expected to rise to over 19% for this first time since the October 2011 reporting period. Fitch's Retail 60+ Day Delinquency Index is projected to decline to the lowest level since the January 2006 reporting period. Gross yield, chargeoffs and MPR are expected to remain relatively flat based on preliminary data for the March 2013 reporting period. Actual results for Fitch's Prime and Retail Credit Card Indices will be available in early May. * Roetzel Partner Selected as President & Chairman of BLES ---------------------------------------------------------- Roetzel on April 18 disclosed that partner Paul A. Giordano has been selected to serve a one-year term as the first President and Chairman of the Board of The Bankruptcy Legal Education Series Foundation, Inc. (BLES). The newly chartered foundation, established by the various bankruptcy bar associations in the Middle District of Florida and with the guidance and leadership of Judge Michael Williamson, seeks to promote bankruptcy legal education and to fund pro bono and other public service projects relating to the practice of bankruptcy in the Middle District. Mr. Giordano, currently serving as the Secretary of the Southwest Florida Bankruptcy Professionals Association, handles a variety of business and commercial litigation, with a special focus on bankruptcy and creditors' rights, partnership disputes, commercial foreclosures, contract and corporate disputes, and general and professional liability lawsuits. He also has experience in insurance coverage litigation, and jury and non-jury trial practice. Mr. Giordano earned his J.D. from the University of Florida Levin College of Law and his undergraduate degree from the University of Florida. He holds an AV(R) Preeminent(TM) rating from Martindale- Hubbell Law Directory and is designated a "Florida Rising Star" by Florida Super Lawyers magazine for both 2011 and 2012. About Roetzel Roetzel -- http://ralaw.com-- is a full-service law firm that provides comprehensive, integrated legal counsel to national and international clients. * BOND PRICING: For Week From April 15 to 19, 2013 -------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- AES EASTERN ENER 9.000 1/2/2017 1.750 AES EASTERN ENER 9.670 1/2/2029 4.125 AGY HOLDING COR 11.000 11/15/2014 51.000 AHERN RENTALS 9.250 8/15/2013 80.250 ALION SCIENCE 10.250 2/1/2015 54.033 ATP OIL & GAS 11.875 5/1/2015 5.625 ATP OIL & GAS 11.875 5/1/2015 5.625 ATP OIL & GAS 11.875 5/1/2015 5.625 BUFFALO THUNDER 9.375 12/15/2014 25.500 CENGAGE LEARN 12.000 6/30/2019 23.250 CENGAGE LEARNING 13.750 7/15/2015 20.375 CHAMPION ENTERPR 2.750 11/1/2037 0.500 CIENA CORP 0.250 5/1/2013 99.250 DELTA AIR 1993A1 9.875 4/30/2049 21.750 DOWNEY FINANCIAL 6.500 7/1/2014 56.000 DYN-RSTN/DNKM PT 7.670 11/8/2016 4.500 EASTMAN KODAK CO 7.000 4/1/2017 14.500 EASTMAN KODAK CO 9.200 6/1/2021 9.375 EASTMAN KODAK CO 9.950 7/1/2018 13.000 EDISON MISSION 7.500 6/15/2013 49.800 ELEC DATA SYSTEM 3.875 7/15/2023 97.000 FAIRPOINT COMMUN 13.125 4/1/2018 1.000 FAIRPOINT COMMUN 13.125 4/1/2018 1.000 FAIRPOINT COMMUN 13.125 4/2/2018 1.040 FDC-CALL04/13 9.875 9/24/2015 102.625 FDC-CALL04/13 9.875 9/24/2015 102.125 FDC-CALL04/13 9.875 9/24/2015 102.375 FIBERTOWER CORP 9.000 1/1/2016 12.000 GEOKINETICS HLDG 9.750 12/15/2014 52.625 GEOKINETICS HLDG 9.750 12/15/2014 52.125 GLB AVTN HLDG IN 14.000 8/15/2013 21.000 GMX RESOURCES 4.500 5/1/2015 10.000 GMX RESOURCES 9.000 3/2/2018 19.250 HAWKER BEECHCRAF 8.500 4/1/2015 6.000 HAWKER BEECHCRAF 8.875 4/1/2015 1.875 HORIZON LINES 6.000 4/15/2017 30.480 JAMES RIVER COAL 3.125 3/15/2018 22.000 JAMES RIVER COAL 4.500 12/1/2015 25.750 LAS VEGAS MONO 5.500 7/15/2019 20.000 LBI MEDIA INC 8.500 8/1/2017 30.125 LEHMAN BROS HLDG 0.250 12/12/2013 20.125 LEHMAN BROS HLDG 0.250 1/26/2014 20.125 LEHMAN BROS HLDG 1.000 10/17/2013 20.125 LEHMAN BROS HLDG 1.000 3/29/2014 20.125 LEHMAN BROS HLDG 1.000 8/17/2014 20.125 LEHMAN BROS HLDG 1.000 8/17/2014 20.125 LEHMAN BROS HLDG 1.250 2/6/2014 20.125 LEHMAN BROS INC 7.500 8/1/2026 18.300 MERRILL LYNCH 6.150 4/25/2013 100.111 MF GLOBAL LTD 9.000 6/20/2038 71.000 OVERSEAS SHIPHLD 8.750 12/1/2013 82.000 PENSON WORLDWIDE 12.500 5/15/2017 20.250 PENSON WORLDWIDE 12.500 5/15/2017 20.250 PLATINUM ENERGY 14.250 3/1/2015 43.750 PMI CAPITAL I 8.309 2/1/2027 0.625 PMI GROUP INC 6.000 9/15/2016 26.000 POWERWAVE TECH 1.875 11/15/2024 0.750 POWERWAVE TECH 1.875 11/15/2024 0.750 POWERWAVE TECH 3.875 10/1/2027 0.750 POWERWAVE TECH 3.875 10/1/2027 1.000 RDDY-CALL05/13 11.250 3/15/2015 105.750 RESIDENTIAL CAP 6.875 6/30/2015 30.500 SAVIENT PHARMA 4.750 2/1/2018 20.000 SCHOOL SPECIALTY 3.750 11/30/2026 44.500 TERRESTAR NETWOR 6.500 6/15/2014 10.000 TEXAS COMP/TCEH 10.250 11/1/2015 10.500 TEXAS COMP/TCEH 10.250 11/1/2015 9.875 TEXAS COMP/TCEH 10.250 11/1/2015 10.625 TEXAS COMP/TCEH 10.500 11/1/2016 9.750 TEXAS COMP/TCEH 10.500 11/1/2016 9.375 TEXAS COMP/TCEH 15.000 4/1/2021 25.188 TEXAS COMP/TCEH 15.000 4/1/2021 24.625 THQ INC 5.000 8/15/2014 47.250 TL ACQUISITIONS 10.500 1/15/2015 21.125 TL ACQUISITIONS 10.500 1/15/2015 21.125 USEC INC 3.000 10/1/2014 21.945 WCI COMMUNITIES 4.000 8/5/2023 0.375 WCI COMMUNITIES 4.000 8/5/2023 0.375 WCI COMMUNITIES 6.625 3/15/2015 0.375 ********* 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 ***