/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130425.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, April 25, 2013, Vol. 17, No. 113 Headlines 2441 KILDARE: Case Summary & 4 Unsecured Creditors 5440 W. SAHARA: Case Summary & 9 Unsecured Creditors A123 SYSTEMS: NEC Loses Bid for $1.5MM Reimbursement ACL SEMICONDUCTORS: Amends 2012 Annual Report for Typos ADCARE HEALTH: Gets NYSE MKT Listing Non-Compliance Notice ADINO ENERGY: Incurs $977,000 Net Loss in 2012 AFA INVESTMENT: Cash Collateral Order Termination Date Tolled AGRIPROCESSORS INC: Court Rules in Suits v. Twin City & Cohen AGRIPROCESSORS INC: Luana Savings' Summary Judgment Bid Denied AMBAC FINANCIAL: Interest Payment on Surplus Notes Disallowed ALLY FINANCIAL: Declares Dividends on Preferred Stock AMF BOWLING: Disclosure Hearing Postponed Until May AMERICAN AIRLINES: AMR Reports Net Loss of $341MM in 1st Quarter AMPAL-AMERICAN: New Trustee Seeks Conversion to Chapter 7 API HEAT: S&P Assigns 'B' Corporate Credit Rating; Outlook Stable ARRHYTHMIA RESEARCH: Gets NYSE MKT Listing Non-Compliance Notice ARCAPITA BANK: June 18 Hearing on Motion to Fund EuroLog Expenses ARETE INDUSTRIES: Causey Demgen & Moore Raises Going Concern Doubt ASPEN GROUP: Raised $600,000 From Units Sale ASSOCIATED MATERIALS: Moody's Rates $100MM Senior Notes 'Caa1' ASSOCIATED MATERIALS: S&P Revises Outlook & Affirms 'B-' CCR ATLANTIC COAST: Opposing Directors Deny Relationship with Albury AUTO CARE MALL: Court Dismisses Chapter 11 Case BIOVEST INT'L: Sets May 31 Hearing on Prepackaged Plan BIOZONE PHARMACEUTICALS: Sells $800,000 Worth of Units BLITZ USA: Acquisition Debtors to Hire Young Conaway as Counsel BROADWAY FINANCIAL: Brenda Battey Okayed as New CFO BUENA VISTA: Moody's Rates Proposed $220MM Senior Notes 'Caa2' CAESARS ENTERTAINMENT: New Entity No Impact on Moody's Caa2 CFR CCC INFORMATION: Debt Amendments No Impact on Moody's B3 CFR CCM MERGER: Loan Repricing No Impact on Moody's 'B3' CFR CENTRAL EUROPEAN: UST Opposes Early Stock-Sale Approval CENTRAL EUROPEAN: Initial Results of Reverse Dutch Auction CENTRAL EUROPEAN: $5MM Offer to Existing Stockholders Withdrawn CEREPLAST INC: Incurs $30.2 Million Net Loss in 2012 CEVA GROUP: Receives Tenders & Consents to Amend Indentures CHINA ENERGY: PwC Zhonn Tian Raises Going Concern Doubt CHINA HYDROELECTRIC: Net Capital Deficit Cues Going Concern Doubt CIRCUIT CITY: Hilco Streambank Selling Trademarks, Domain Names CLEARWIRE CORP: Crest Files Revised Proxy Statement on Merger CPI CORP: Delays Fiscal 2013 Annual Report for Lack of Resources CROWN POINT COUNCIL: Court to Review Jurisdiction in "Brown" Suit DAVIS HEALTH: Liquidity Drop Cues Moody's to Lower Rating to B2 DEWEY & LEBOEUF: Insurer XL and Davis Settle for $19.5MM DUFF & PHELPS: S&P Gives B Issuer Credit Rating; Outlook Stable EAGLE RECYCLING: Case Summary & 20 Largest Unsecured Creditors EASTMAN KODAK: Brother to Buy Document Imaging Bus. for $210MM EVERGREEN OIL: Waste Oil Collector Set for June 24 Auction ENTERTAINMENT PUBLICATIONS: Fetches $17.6 Million at Auction FIBERTOWER NETWORK: Court OKs Changes to Cash Collateral Order FIBERTOWER NETWORK: Administrative Claims Bar Date Set for May 31 FIRST SECURITY: EJF Capital Held 9.7% Equity Stake at April 12 FIRSTPLUS FINANCIAL: Dallas Judge Affirms Plan Confirmation FISKER AUTO: Execs, DoE Officer Appear at House Committee Hearing FONTAINEBLEAU LAS VEGAS: Spiegelworld Wins Favorable Ruling FREESEAS INC: Incurs $30.8 Million Net Loss in 2012 GGW BRANDS: Trustee Sues Founder Joe Francis GLOBALSTAR INC: Forbearance with Noteholders Extended to April 29 GMX RESOURCES: Creditors Balk at $2-Mil. Fee for Banker GREYSTONE LOGISTICS: Reports $174,000 Net Income in Feb. 28 Qtr. HAMPTON CAPITAL: Court Clears Firm to Auction Equipment HAMPTON ROADS: S. Levensalor Rejoins as Gateway Bank as V-Pres. HAYDEL PROPERTIES: Can Hire Cameron Bell as Real Estate Broker HIGH PLAINS: Director Quits to Protest Change in Leadership HILAND PARTNERS: Moody's Rates $150-Mil. Senior Notes 'B3' HILAND PARTNERS: S&P Retains 'B-' Rating After $150MM Note Add-On HOA RESTAURANT: Weak Performance Cues Moody's to Cut CFR to Caa1 HOSTESS BRANDS: New Twinkies Owner Separates Itself From Union HOVNANIAN ENTERPRISES: S&P Raises CCR to 'B-'; Outlook Stable HOWREY LLP: Judge OKs Unfinished Business Settlements INFINITY AUGMENTED: Incurs $703,000 Net Loss in Feb. 28 Qtr. INSPIREMD INC: Samuel Isaly Held 6.9% Stake at April 10 INSPIREMD INC: Closes $25 Million Underwritten Public Offering J.C. PENNEY: Talent Chief and CFO Resign From Posts JACOBS FINANCIAL: Incurs $464,000 Net Loss in Feb. 28 Quarter KEY SAFETY: Moody's Assigns Ba2 Rating to $470MM Debt Facility KIT DIGITAL: Peter Heiland Held 7.7% Stake as of April 16 KIT DIGITAL: Prescott Group Held 9.8% Equity Stake at April 16 LDK SOLAR: Incurs $514.7 Million Net Loss in Fourth Quarter LEE ENTERPRISES: Revenue Down 2.4% in Fiscal Qtr. Ended March 31 LEHMAN BROTHERS: Holdings Opposes LBI Settlement With Bankhaus LEHMAN BROTHERS: LBSF Sues Federal Home for Breach of Contract LEHMAN BROTHERS: Australia Unit Seeks OK of Settlement LEHMAN BROTHERS: European Creditors May Be Repaid in Full LIN TELEVISION: Moody's Raises Corp. Family Rating to 'B1' LINEAGE LOGISTICS: S&P Retains 'B' Rating After Loan Upsize LOCAL SERVICE: No Quick Appeal on District Court's Ruling MAXCOM TELECOMUNICACIONES: Supplement 5 to Purchase Offer METROPCS COMMS: S&P Keeps 'B+' Corp. Credit Rating on CreditWatch MF GLOBAL: Seeks Approval of New Plan Provision to Create Trust MF GLOBAL: Obtains Ruling Expunging Coe's $35-Mil. Claim MF GLOBAL: Sues 3 Red Trading, et al. Over Non-Payment of Loan MISSION NEWENERGY: To Sell Biodiesel Refinery for $11.5 Million MONITOR COMPANY: Files List of Contracts & Leases MORGAN'S FOODS: Andrew Shpiz Owned 26.4% Stake at April 12 MUSCLEPHARM CORP: Amends Prospectuses to Update Financials NORD RESOURCES: Ross Beaty Owned 30.4% Equity Stake at April 18 OMEGA NAVIGATION: Cash Collateral Hearing Continued to May 13 OTELCO INC: Hires Chapter 11 Professionals OVERSEAS SHIPHOLDING: Stock Ownership Guidelines Modified PACIFIC BEACON: Fitch Affirms 'BB' Rating on Class III Bonds PAL FAMILY TRUST: Dismissal of Chapter 7 Case Upheld PEDEVCO CORP: Has $8.5-Mil. Restated Net Loss in Q3 2012 PEDEVCO CORP: Files Amendment to 2012 Annual Report PEMCO WORLD AIR: Chapter 11 Plan Confirmed PHOENIX COS: Commences Consent Solicitation on 7.45% Bonds PLAYPOWER INC: Weak Revenues Prompt Moody's to Lower CFR to Caa2 PROMMIS HOLDINGS: Hires Huron Consulting as Financial Advisors PROMMIS HOLDINGS: Employs Kirkland & Ellis as Attorneys PROMMIS HOLDINGS: Hires Womble Carlyle as Restructuring Counsel PUBLIC SERVICE ENTERPRISE: S&P Ups Preferred Stock Rating From BB+ REALOGY GROUP: Moody's Rates Proposed $450MM Sr. Notes 'Caa2' REALOGY GROUP: S&P Assigns 'B-' Rating on $450MM Senior Notes REX ENERGY: S&P Retains 'B-' Rating on 8.875% Sr. Unsecured Notes RITE AID: Michel Coutu Quits as Director ROTECH HEALTHCARE: 3 Members Appointed to Creditors Committee SCHOOL SPECIALTY: Committee Objects to Disclosure Statement SCHOOL SPECIALTY: Can Borrow Additional $10MM From U.S. Bank SEA VILLAGE: N.J. Court Won't Hear Suit Over Dockage Fees SHOTWELL LANDFILL: Case Summary & 13 Largest Unsecured Creditors SOLAR POWER: Incurs $25.4 Million Net Loss in 2012 SPRINT INDUSTRIAL: Moody's Gives First-Time B3 Corp. Family Rating SPRINT INDUSTRIAL: S&P Gives B CCR & Rates 1st Lien Loan B+ SPECTRASCIENCE INC: McGladrey LLP Raises Going Concern Doubt SPRINT NEXTEL: SoftBank Held 16.4% of Series 1 Shares at April 12 SPRINT NEXTEL: Amendment No.4 to Rule 13E-3 Transaction Statement SS&C TECHNOLOGIES: S&P Raises Sr. Secured Debt Rating to 'BB' STONE ROSE: Case Summary & 20 Largest Unsecured Creditors STEREOTAXIS INC: Fails to Comply with $15MM Market Value Rule SUNSTATE EQUIPMENT: S&P Raises Corporate Credit Rating to 'B+' SYNAGRO TECHNOLOGIES: Files for Ch. 11 With Plans to Sell TARGETED MEDICAL: Form S-1 Registration Statement Cleared by SEC THERMASYS CORP: Moody's Assigns 'B1' Rating to New $300MM Debt TIGER MEDIA: Reports $8.7 Million Net Profit in 2012 TRANS ENERGY: Presented at IPAA'S OGIS New York Conference TRANS ENERGY: Amends Q2 and Q3 2012 Quarterly Reports UNDERGROUND ENERGY: Fails to File 2012 Audited Financials UNI-PIXEL INC: Sets Q1 2013 Conference Call for April 30 UNI-PIXEL INC: Priced $38.2MM Public Offering of Common Stock UNILAVA CORP: Amends 2012 Annual Report to Add Exhibit US AIRWAYS: S&P Rates $199.518MM Class B Pass-Through Certs 'B+' W.R. GRACE: Reports $52.9-Mil. Net Income in First Quarter W.R. GRACE: Bonuses Approved, Appeal Heard June 17 WINSTAR COMMS: Court Grants Class Certification in Securities Suit * Fitch Says Improved U.S. Bank 1Q Results Hard to Sustain * Moody's Notes Weak Protection for Private Equity Sponsors * Moody's Sees Big Growth Opportunity in US Cable Sector * Foreign Buyers Prop Up Deal Activity in U.S. Oil & Gas Sector * Total Consumer Debt in Canada Rises in March, Equifax Reports * WSJ Says 19 Ch.11 Cases Kept Details of Insider Pay Secret * Supreme Court to Decide on Individual Retirement Account * Recent Small-Dollar & Individual Chapter 11 Filings ********* 2441 KILDARE: Case Summary & 4 Unsecured Creditors -------------------------------------------------- Debtor: 2441 Kildare, LLC 1312 West North Avenue Chicago, IL 60642 Bankruptcy Case No.: 13-16498 Chapter 11 Petition Date: April 19, 2013 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Donald R. Cassling Debtor's Counsel: Mohammed O. Badwan, Esq. SULAIMAN LAW GROUP, LTD 900 Jorie Boulevard, Suite 150 Oak Brook, IL 60523 Tel: (630) 575-8181 E-mail: mbadwan@sulaimanlaw.com Scheduled Assets: $1,720,095 Scheduled Liabilities: $1,719,763 A copy of the Company's list of its four largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ilnb13-16498.pdf The petition was signed by Karol Hlavac, managing member. 5440 W. SAHARA: Case Summary & 9 Unsecured Creditors ---------------------------------------------------- Debtor: 5440 W. SAHARA, LLC 5440 W. Sahara Avenue, Third Floor Las Vegas, NV 89146 Bankruptcy Case No.: 13-13411 Chapter 11 Petition Date: April 19, 2013 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtor's Counsel: Antony M. Santos, Esq. A.M. SANTOS LAW, CHTD. 5440 W. Sahara Avenue, 3rd Floor Las Vegas, NV 89146 Tel: (702) 749-4594 Fax: (702) 543-4855 E-mail: tony@amsantoslaw.com Scheduled Assets: $3,737,005 Scheduled Liabilities: $2,035,032 A copy of the Company's list of its nine largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nvb13-13411.pdf The petition was signed by Shawn Wright, secretary. A123 SYSTEMS: NEC Loses Bid for $1.5MM Reimbursement ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that A123 Systems Inc., now known as B456 Systems Inc. following the sale of its assets, won't need to pay the Tokyo- based electronics maker NEC Corp. $1.5 million for participating in the auction process. According to the report, NEC claimed it qualified for partial reimbursement of expenses in preparation for bidding at the auction in December because it helped raise the price by $100 million above the opening bid from Johnson Controls Inc. Most of the assets were sold for $256.6 million in January to China's Wanxiang Group Corp. The official committee opposed, contending that A123, as the company was then named, didn't exercise proper business judgment in agreeing to the reimbursement. The company changed its name to B456 once the sale was completed. Creditors are voting on the liquidating Chapter 11 plan in anticipation of a May 20 confirmation hearing for approval of the plan. The plan is intended for holders of $143.8 million in subordinated notes to receive a recovery of 36.3 percent. If B456 reduces claims to amounts the company contends is correct, the recovery on the subordinated notes will rise to 62.9 percent, according to the disclosure statement. General unsecured creditors, who previously were said to have $124 million in claims, would have roughly the same recovery. About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designed, developed, manufactured and sold advanced rechargeable lithium-ion batteries and battery systems and provided research and development services to government agencies and commercial customers. A123 was the recipient of a $249 million federal grant from the Obama administration. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Brown Rudnick LLP and Saul Ewing LLP serve as counsel to the Official Committee of Unsecured Creditors. Prior to the bankruptcy filing, A123 had an agreement to sell an 80% stake in the business to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. When it filed for bankruptcy, the Debtors presented a deal to sell all assets to Johnson Controls Inc., subject to higher and better offers. At the auction in December 2012, most of the assets ended up being sold for $256.6 million to Wanxiang. The deal received approval from the Committee on Foreign Investment in the U.S. on Jan. 29, 2013. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. A123 has filed a liquidating Chapter 11 plan designed to give holders of $143.75 million in subordinated notes a recovery of about 65%. General unsecured creditors with $124 million in claims are to have the same recovery. The plan provides for holders of $35.7 million in senior note claims to be paid in full. ACL SEMICONDUCTORS: Amends 2012 Annual Report for Typos ------------------------------------------------------- ACL Semiconductors Inc. has amended its annual report on Form 10-K for the fiscal year ended Dec. 31, 2012, which was filed with the U.S. Securities and Exchange Commission on April 16, 2013, to amend and restate its Index to Exhibits and XBRL (eXtensible Business Reporting Language) interactive data files in order to correct certain typographical errors included in the Original Filing. A copy of the Amended Annual Report is available for free at http://is.gd/hpcoue Kowloon, Hong Kong-based ACL Semiconductors Inc. is a China-based distributor of semiconductor components in Hong Kong and Southern China. Starting April 1, 2012, ACL is distributing Samsung's semiconductor and LCD products through ATMD, a newly established joint venture with Tomen Devices. ACL Semiconductors reported a net loss of US$4.86 million in 2012, as compared with a net loss of US$1.70 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed US$35.66 million in total assets, US$36.98 million in total liabilities, and $1.31 million total stockholders' deficit. "For the year ended December 31, 2012, the Company has generated revenue of $161,385,167 and has incurred an accumulated deficit $3,539,251. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors noted above raise substantial doubts regarding the Company's ability to continue as a going concern." ADCARE HEALTH: Gets NYSE MKT Listing Non-Compliance Notice ---------------------------------------------------------- AdCare Health Systems, Inc. on April 23 disclosed that, on April 17, 2013, the Company received a deficiency letter from NYSE MKT LLC indicating 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 Dec. 31, 2012 with the Securities and Exchange Commission. In addition, the Exchange asserted that the Company's failure to timely file its Annual Report on Form 10-K 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. Pursuant to the Exchange's rules, the Company has until May 1, 2013 to submit a plan advising the Exchange of actions it has taken, or will take, that would bring the Company back into compliance with Sections 134 and 1101 of the Company Guide by no later than July 16, 2013. If the Company does not submit a plan, or if the plan is not accepted, it will be subject to delisting proceedings. Furthermore, if the plan is accepted, 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 period specified in the plan, the Exchange will initiate delisting proceedings as appropriate. The Company expects to submit a plan to the Exchange by that date advising the Exchange of actions it has taken, or will take, that would bring the Company back into compliance with the Company Guide by no later than July 16, 2013. The Exchange will evaluate the plan and determine whether the Company has made a reasonable demonstration in the plan of an ability to regain compliance with the applicable continued listing standards by July 16, 2013, in which case the plan will be accepted and the Company will have until July 16, 2013 to regain compliance with the continued listing standards. About AdCare Health Systems AdCare Health Systems, Inc. (NYSE MKT:ADK) (Nyse Mkt:ADK.PRA) -- http://www.adcarehealth.com-- is a provider of senior living and health care facility management. The Company owns and manages long-term care facilities and retirement communities, and since the Company's inception in 1988, its mission has been to provide the highest quality of healthcare services to the elderly through its operating subsidiaries, including a broad range of skilled nursing and sub-acute care services. ADINO ENERGY: Incurs $977,000 Net Loss in 2012 ---------------------------------------------- Adino Energy Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $977,253 on $0 of total revenues for the year ended Dec. 31, 2012, as compared with a net loss of $1.31 million on $0 of total revenues for the year ended Dec. 31, 2011. Adino Energy's balance sheet at Dec. 31, 2012, showed $69,763 in total assets, $1.03 million in total liabilities and $970,120 total shareholders' deficit. M&K CPAS, PLLC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations and maintains a working capital deficit. These matters 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/da3HO8 About Adino Energy Based in Houston, Texas, Adino Energy Corporation (OTC BB: ADNY) -- http://www.adinoenergycorp.com/-- through its wholly owned subsidiary Intercontinental Fuels, LLC, specializes in fuel terminal operations for retail, wholesale, and governmental suppliers. AFA INVESTMENT: Cash Collateral Order Termination Date Tolled ------------------------------------------------------------- AFA Investment Inc., et al., and the second lien agent agreed to further extend the termination date under the Interim Cash Collateral Order through May 2, 2013. About AFA Foods King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the largest processors of ground beef products in the United States. The Company had five processing facilities and two ancillary facilities across the country with annual processing capacity of 800 million pounds. AFA had seven facilities capable of producing 800 million pound of ground beef annually. Revenue in 2011 was $958 million. Yucaipa Cos. acquired the business in 2008 and currently owns 92% of the common stock and all of the preferred stock. AFA Foods, AFA Investment Inc. and other affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on April 2, 2012, after recent changes in the market for its ground beef products and the impact of negative media coverage related to boneless lean beef trimmings (BLBT) affected sales. Judge Mary Walrath presides over the case. Lawyers at Jones Day and Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel. FTI Consulting Inc. serves as financial advisors and Imperial Capital LLC serves as marketing consultants. Kurtzman Carson Consultants LLC serves as noticing and claims agent. As of Feb. 29, 2012, on a consolidated basis, the Debtors' books and records reflected approximately $219 million in assets and $197 million in liabilities. AFA Foods, Inc., disclosed $615,859,574 in assets and $544,499,689 in liabilities as of the Petition Date. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Chapter 11 cases of AFA Investment Inc., AFA Foods and their debtor-affiliates. The Committee has obtained approval to hire McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon LLP serves as co-counsel. The Committee also obtained approval to retain J.H. Cohn LLP as its financial advisor, nunc pro tunc to April 13, 2012. AFA, in its Chapter 11 case, sold plants and paid off the first- lien lenders and the loan financing the Chapter 11 effort. Remaining assets are $14 million cash and the right to file lawsuits. General Electric Capital Corp. and Bank of America Corp. provided about $60 million in DIP financing. The loan was paid off in July. In October 2012, the Bankruptcy Court denied a settlement that would have released Yucaipa Cos., the owner and junior lender to AFA Foods, from claims and lawsuits the creditors might otherwise bring, in exchange for cash to pay unsecured creditors' claims under a liquidating Chapter 11 plan. Under the deal, Yucaipa would receive $11.2 million from the $14 million, with the remainder earmarked for unsecured creditors. Asset recoveries above $14 million would be split with Yucaipa receiving 90% and creditors 10%. Proceeds from lawsuits would be divided roughly 50-50. AGRIPROCESSORS INC: Court Rules in Suits v. Twin City & Cohen ------------------------------------------------------------- Before an Iowa bankruptcy court are cross motions for summary judgment in separate adversary complaints commenced by Joseph E. Sarachek, in his capacity as Chapter 7 Trustee of Agriprocessors, Inc., against Twin City Poultry and its president Tzvi "Steve" Cohen: (1) JOSEPH E. SARACHEK, in his capacity as CHAPTER 7 TRUSTEE of Agriprocessors Inc., Plaintiff, v. TWIN CITY POULTRY, Defendant, Adv. Proc. No. 10-09220, and (2) JOSEPH E. SARACHEK, in his capacity as CHAPTER 7 TRUSTEE, Plaintiff, v. STEVE COHEN, Defendant, Adv. Proc. No. 10-09197. Agriprocessors was in the Kosher meat business and TCP was a Kosher meat product distributor. The parties had a long relationship, which started in 1985. TCP started making loans to the Debtor in the 1990s. Mr. Cohen became TCP president in 2006. The Debtor filed for bankruptcy in November 2008. Under the complaints, the Trustee sought to recover: -- five payments, totaling $621,818, made from the Debtor to TCP within July 2007 to November 2007; and -- four payments, totaling $265,000, made from the Debtor to Mr. Cohen within February to March 2008. TCP and Mr. Cohen argued that the payments retired short-term loans and thus cannot be considered fraudulent transfers under 11 U.S.C. Sec. 548(a)(2). In the TCP Complaint, the Trustee made a motion for partial summary judgment limited to the question of whether TCP was an insider subject to the one-year period for avoiding preferential transfers under Sec. 547(b). In response, TCP filed a resistance to the Trustee's Motion and a Cross-Motion for Summary Judgment on both the Trustee's claims for recovery: (1) preferential payment to an insider and (2) fraudulent conveyance. TCP asserted that undisputed facts show it was not an insider subject to the one-year period for preference claims. TCP argued that the Trustee's preference claims fail as a matter of law when properly limited to the non-insider, 90-day preference period. TCP also argued that even if the Trustee established a preference to an insider, he cannot recover as a matter of law because the transfers were a contemporaneous exchange for value under Sec. 547(c). Moreover, TCP argued the Trustee's fraudulent conveyance claims under Sec. 548 fail as a matter of law because TCP provided reasonably equivalent value for all transfers Trustee seeks to set aside. In an April 3, 2013 order, Bankruptcy Judge Thad J. Collins concluded that TCP has shown that none of the five challenged transfers could be recovered under Sec. 548(a)(2) as constructively fraudulent as a matter of law. It is undisputed the Debtor received reasonably equivalent value on those transfers, the judge said. Because all but $71,818.81 in transfers could only be recovered under a fraudulent conveyance claim, that is the maximum amount of a preferential transfer that could be recovered here as an "insider" preference, the judge added. The Court concluded there are genuine issues of fact of the question of whether TCP was an insider. The Court also found there are genuine issues of fact on the question of whether the single remaining transfer was a contemporaneous exchange of new value entitling TCP to a complete defense under Sec. 547(c). Accordingly, Judge Collins: -- denied the Trustee's Motion for Partial Summary Judgment as to TCP's insider status; and -- granted TCP's Motion for Summary Judgment on Trustee's fraudulent transfer claims but denied the motion in all other regards. In the Cohen Complaint, the Trustee moved for partial summary judgment on his claim of preferential transfers to an insider. The Trustee argued that there is no genuine dispute of material fact on the elements of his prima face case under Sec. 547(b). Mr. Cohen resisted the Trustee's Motion for Summary Judgment, particularly on the insider and insolvency requirements. Mr. Cohen also made his own Cross-Motion for Summary Judgment on all of the Trustee's claims. Mr. Cohen argued that the Trustee's fraudulent conveyance claims under Sec. 548(a)(1)(B) fail as a matter of law because the record is undisputed that he gave reasonably equivalent value in exchange for payments he received. Mr. Cohen also argued Trustee's preferential transfer claims fail as a matter of law, asserting that the undisputed facts show that the transfers he made to Debtor were contemporaneous exchanges for new value, and/or that he gave subsequent new value as a matter of law. The Trustee responded to the cross-motion arguing Mr. Cohen's arguments under Sec. 548 about reasonably equivalent value should be rejected under the equitable doctrine of unclean hands. The Trustee also argued that Mr. Cohen's defenses under Sec. 547(c) rely on disputed -- not undisputed -- facts. In a separate April 3, 2013 order, Judge Collins held that "the Trustee has demonstrated that it is not disputed that Debtor was insolvent and that Mr. Cohen received more money than he would have in a Chapter 7 liquidation. Trustee's Motion for Partial Summary Judgment is granted on those issues only. The Trustee moved for Partial Summary Judgment on the insider issue and that portion of the Motion is denied because 'equivalent value' was shown on the undisputed facts." Accordingly, Judge Collins: -- granted the Trustee's Motion for Partial Summary Judgment with regard to the Debtor's insolvency and Mr. Cohen's improved position and denied as to Mr. Cohen's insider status; and -- granted Mr. Cohen's Motion for Summary Judgment on the Trustee's fraudulent transfer claims and denied on the preferential transfer claims. A copy of Judge Collins' April 3, 2013 Order on the Twin City Complaint is available at http://is.gd/kJzpOIfrom Leagle.com. A copy of Judge Collins' April 3, 2013 Order on the Cohen Complaint is available at http://is.gd/tpw9Ldfrom Leagle.com. About Agriprocessors Inc. Headquartered in Postville, Iowa, Agriprocessors once produced half the kosher beef and 40% of the kosher poultry in the U.S. It filed for bankruptcy following a raid by immigration authorities in May 2008 on the plant in Postville, Iowa, where 389 workers were arrested for having forged immigration documents. The raid led to numerous federal criminal charges, including a high-profile case against Agriprocessors' President, Sholom Rubashkin. The Company filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 08-47472) on Nov. 4, 2008. The case was later transferred to Iowa (Bankr. N.D. Iowa Case No. 08-02751). Kevin J. Nash, Esq., at Finkel Goldstein Rosenbloom & Nash, represented the Company in its restructuring effort. The Debtor estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. SHF Industries Inc. purchased substantially all of the Debtor's assets for $8.5 million in July 2009, and renamed the company Agri Star. The Court approved the sale free and clear of all liens. Agriprocessors' case was then converted to liquidation under Chapter 7, at the consent of the Chapter 11 trustee appointed to take over the estate. The Chapter 11 trustee became the trustee in the Chapter 7 case to liquidate the Debtor's remaining assets and provide distributions to creditors. AGRIPROCESSORS INC: Luana Savings' Summary Judgment Bid Denied -------------------------------------------------------------- In the lawsuit JOSEPH E. SARACHEK, in his capacity as Chapter 7 Trustee of Agriprocessors Inc., Plaintiff v. LUANA SAVINGS BANK, Defendant, Adv. Proc. No. 10-9234, the Trustee seeks to recover $5,134,582.68 in preferential transfers under 11 U.S.C. Sec. 547(b). The Trustee argues that Luana Savings Bank's allowance of very large overdrafts that the Debtor paid back shortly thereafter were short-term loans, and that the repayment by the Debtor of the short-term loans created a preference. The Bank moved for summary judgment, asserting that the undisputed facts show that under a proper understanding of banking law and customary banking practices, the transfers were not loan repayments. The Bank argues because there was no loan or debt, the Trustee cannot show any of the transfers were on account of an antecedent debt -- requirement for the Trustee to avoid transfers under Sec. 547(b). To the extent there is an antecedent debt and possibility of recovery under Sec. 547(b), the Bank claims the undisputed facts also establish its affirmative defenses -- that the transfers were in the ordinary course of business under Sec. 547(c)(2)(A), were made according to ordinary business terms under Sec. 547(c)(2)(B), and/or the Bank provided a contemporaneous exchange for new value under Sec. 547(c)(1).1 The Bank also argues any claim by the Trustee to recover a setoff under 11 U.S.C. Sec. 553 is barred by the statute of limitations. The Bank asserts it was not pled by the Trustee within "2 years after the entry of the order for relief." The Trustee asserts there are genuine issues of material fact which prevent summary judgment for the Bank. In addition, the Trustee asserts his preference arguments are consistent with banking law. The Trustee also claims his alternative Sec. 553 claim is not time barred and relates back to his original Complaint. While Bankruptcy Judge Thad Collins agrees with the Bank on key questions of the law, he ultimately agrees with the Trustee that there are a number of material factual disputes which prevent summary judgment. The judge also agrees with Trustee that the Trustee's Sec. 5s53 claim relates back and is therefore not time barred. The Court, therefore, denies the Bank's summary judgment motion. A copy of Judge Collins's April 15, 2013 ruling is available at http://is.gd/jnci8zfrom Leagle.com. About Agriprocessors Inc. Headquartered in Postville, Iowa, Agriprocessors once produced half the kosher beef and 40% of the kosher poultry in the U.S. It filed for bankruptcy following a raid by immigration authorities in May 2008 on the plant in Postville, Iowa, where 389 workers were arrested for having forged immigration documents. The raid led to numerous federal criminal charges, including a high-profile case against Agriprocessors' President, Sholom Rubashkin. The Company filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 08-47472) on Nov. 4, 2008. The case was later transferred to Iowa (Bankr. N.D. Iowa Case No. 08-02751). Kevin J. Nash, Esq., at Finkel Goldstein Rosenbloom & Nash, represented the Company in its restructuring effort. The Debtor estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. SHF Industries Inc. purchased substantially all of the Debtor's assets for $8.5 million in July 2009, and renamed the company Agri Star. The Court approved the sale free and clear of all liens. Agriprocessors' case was then converted to liquidation under Chapter 7, at the consent of the Chapter 11 trustee appointed to take over the estate. The Chapter 11 trustee became the trustee in the Chapter 7 case to liquidate the Debtor's remaining assets and provide distributions to creditors. AMBAC FINANCIAL: Interest Payment on Surplus Notes Disallowed ------------------------------------------------------------- The Commissioner of Insurance of the State of Wisconsin has disapproved the requests of Ambac Assurance Corporation 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 scheduled interest payment date of June 7, 2013. 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's bond insurance unit, Ambac Assurance Corp., 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. 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. 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 Judge Shelley C. Chapman entered an order confirming the Fifth Amended Plan of Reorganization of Ambac Financial Group, Inc. on March 14, 2012. The Plan provides for the full payment of secured claims and 8.5% to 13.2% recovery for general unsecured claims. 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). ALLY FINANCIAL: Declares Dividends on Preferred Stock ----------------------------------------------------- The Ally Financial Inc.'s board of directors has declared quarterly dividend payments for certain outstanding preferred stock. Each of these dividends were declared by the board of directors on April 11, 2013, and are payable on May 15, 2013. A quarterly dividend payment was declared on Ally's Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series F-2, of approximately $134 million, or $1.125 per share, and is payable to the U.S. Department of the Treasury. A quarterly dividend payment was also declared on Ally's Fixed Rate Cumulative Perpetual Preferred Stock, Series G, of approximately $45 million, or $17.50 per share, and is payable to shareholders of record as of May 1, 2013. Additionally, a dividend payment was declared on Ally's Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A, of approximately $22 million, or $0.53 per share, and is payable to shareholders of record as of May 1, 2013. Including the aforementioned dividend payments on the Series F-2 Preferred Stock, Ally will have paid a total of approximately $6 billion to the U.S. Treasury since February 2009. This amount includes preferred stock dividends, interest payments and proceeds received by the U.S. Treasury in its sale of Ally trust preferred securities. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3% stake. Private equity firm Cerberus Capital Management LP keeps 14.9%, while General Motors Co. owns 6.7%. The Company's balance sheet at Dec. 31, 2012, showed $182.34 billion in total assets, $162.44 billion in total liabilities, and $19.89 billion in total equity. Ally Financial Inc. reported net income of $1.19 billion for the year ended Dec. 31, 2012, as compared with a net loss of $157 million during the prior year. * * * As reported by the TCR on Feb. 27, 2013, Moody's Investors Service confirmed the B1 corporate family and senior unsecured ratings of Ally Financial, Inc. and supported subsidiaries and assigned a positive rating outlook. In February 2012, Fitch Ratings downgraded the long-term Issuer Default Rating (IDR) and the senior unsecured debt rating of Ally Financial and its subsidiaries to 'BB-' from 'BB'. The Rating Outlook is Negative. The downgrade primarily reflects deteriorating operating trends in ResCap, which has continued to be a drag on Ally's consolidated credit profile, as well as exposure to contingent mortgage-related rep and warranty and litigation issues tied to ResCap, which could potentially impact Ally's capital and liquidity levels. In the Feb. 13, 2013, edition of the TCR, Fitch Ratings has maintained the Rating Watch Negative on Ally Financial Inc. including the Long-term IDR 'BB-'. As reported by the Troubled Company Reporter on May 22, 2012, Standard & Poor's Ratings Services revised its outlook on Ally Financial Inc. to positive from stable. At the same time, Standard & Poor's affirmed its ratings, including its 'B+' long- term counterparty credit and 'C' short-term ratings, on Ally. "The outlook revision reflects our view of potentially favorable implications for Ally's credit profile arising from measures the company announced May 14, 2012, designed to resolve issues relating to Residential Capital LLC, Ally's troubled mortgage subsidiary," said Standard & Poor's credit analyst Tom Connell. In the May 28, 2012 edition of the TCR, DBRS, Inc., has placed the ratings of Ally and certain related subsidiaries, including its Issuer and Long-Term Debt rating of BB (low), Under Review Developing. This rating action follows the decision by Ally's wholly owned mortgage subsidiary, Residential Capital to file a pre-packaged bankruptcy plan under Chapter 11 of the U.S. Bankruptcy Code. AMF BOWLING: Disclosure Hearing Postponed Until May --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that AMF Bowling Worldwide Inc. may be in settlement discussions with the official creditors' committee dissatisfied with the Chapter 11 reorganization plan offering $300,000 to unsecured creditors with $30 million to $35 million in claims. The hearing for approval of the explanatory disclosure statement was scheduled for April 30. This week, without explanation, the hearing was pushed back to May 13, according to the report. The report relates that if the plan were approved in its current form, unsecured creditors would have a recovery of about 1 percent. AMF says there are very few assets not covered by secured lenders' claims which exceed the value of the collateral. The committee filed papers in bankruptcy court contending security interests in some collateral is defective. The plan is designed to turn ownership over to senior secured lenders in exchange for about $215 million in first-lien debt. About AMF Bowling Worldwide AMF Bowling Worldwide Inc. is the largest operator of bowling centers in the world. The Company and several affiliates sought Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to 12-36508) on Nov. 12 and 13, 2012, after reaching an agreement with a majority of its secured first lien lenders and the landlord of a majority of its bowling centers to restructure through a first lien lender-led debt-for-equity conversion, subject to higher and better offers through a marketing process. At the time of the bankruptcy filing, AMF operated 262 bowling centers across the United States and, through its non-Debtor facilities, and 8 bowling centers in Mexico -- more than three times the number of bowling centers of its closest competitor. Debt for borrowed money totals $296 million, including $216 million on a first-lien term loan and revolving credit, and $80 million on a second-lien term loan. Mechanicsville, Virginia-based AMF first filed for bankruptcy reorganization in July 2001 and emerged with a confirmed Chapter 11 plan in February 2002 by giving unsecured creditors 7.5% of the new stock. The bank lenders, owed $625 million, received a combination of cash, 92.5% of the stock, and $150 million in new debt. At the time, AMF had over 500 bowling centers. Judge Kevin R. Huennekens oversees the 2012 case, taking over from Judge Douglas O. Tice, Jr. Patrick J. Nash, Jr., Esq., Jeffrey D. Pawlitz, Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP; and Dion W. Hayes, Esq., John H. Maddock III, Esq., and Sarah B. Boehm, Esq., at McGuirewoods LLP, serve as the Debtors' counsel. Moelis & Company LLC serves as the Debtors' investment banker and financial advisor. McKinsey Recovery & Transformation Services U.S., LLC, serves as the Debtors' restructuring advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak Rock LLP, represent the first lien lenders. An ad hoc group of second lien lenders is represented by Lynn L. Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran, PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP. The Official Committee of Unsecured Creditors retained Pachulski Stang Ziehl & Jones LLP as its lead counsel; Christian & Barton, LLP as its local counsel; and Mesirow Financial Consulting, LLC as its financial advisors. AMERICAN AIRLINES: AMR Reports Net Loss of $341MM in 1st Quarter ---------------------------------------------------------------- AMR Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $341 million on $6.09 billion of total operating revenues for the three months ended March 31, 2013, as compared with a net loss of $1.66 billion on $6.03 billion of total operating revenues for the same period during the prior year. The Company's balance sheet at March 31, 2013, showed $23.85 billion in total assets, $32.22 billion in total liabilities and a $8.37 billion stockholders' deficit. 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. "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." A copy of the Form 10-Q is available for free at: http://is.gd/Fg1VeT A copy of the press release is available for free at: http://is.gd/beAHNi 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. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. 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). AMPAL-AMERICAN: New Trustee Seeks Conversion to Chapter 7 --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Michael Luskin, Ampal-American Israel Corp.'s newly appointed Chapter 11 trustee says the reorganization of the Israel-based company should be converted to liquidation in Chapter 7 or the Chapter 11 case dismissed. According to the report, Mr. Luskin said there is no cash to cover $4.5 million of expenses run up in the Chapter 11 case and no committed financing to operate were it to succeed in winning court approval for a reorganization plan. There will be a hearing on May 1 to consider converting the case to liquidation. According to the report, Mr. Luskin believes the little remaining cash should be used to sell the assets in Chapter 7 and continue prosecution of claims and arbitrations that may bring in additional cash. The bankruptcy court required appointment of a trustee rather than approve a request by the creditors' committee to name a chief restructuring officer. Mr. Luskin was selected as trustee on April 8. Mr. Luskin is a lawyer and partner with Luskin Stern & Eisler LLP in New York. In February the bankruptcy judge approved disclosure materials explaining a reorganization plan promulgated by the committee. Mr. Luskin said there is no committed financing to support the business were the plan approved. The judge had ended Ampal's exclusive plan-filing rights in January. About Ampal-American Ampal-American Israel Corporation -- http://www.ampal.com/-- acquired interests primarily in businesses located in Israel or that are Israel-related. Ampal-American filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29, 2012, to restructure the Company's Series A, Series B and Series C debentures. Bankruptcy Judge Stuart M. Bernstein presides over the case. Ampal-American sought bankruptcy protection in the U.S. because bankruptcy laws in Israel would lead to the Company's liquidation. Michelle McMahon, Esq., at Bryan Cave LLP, serves as the Debtor's counsel. Houlihan Lokey serves as investment banker. The petition was signed by Irit Eluz, chief financial officer, senior vice president. The Company scheduled $290,664,095 in total assets and $349,413,858 in total liabilities. A three-member official committee of unsecured creditors is represented by Brown Rudnick as counsel. API HEAT: S&P Assigns 'B' Corporate Credit Rating; Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B' corporate credit rating to Buffalo, N.Y.-based API Heat Transfer (API). Standard & Poor's also said that the outlook is stable. At the same time, S&P assigned a 'B' issue-level rating (the same as the credit rating) to the company's proposed new $300 million senior-secured credit facilities, which comprise a $265 million senior secured term loan and a $35 million revolver. The recovery rating is '3', indicating S&P's expectation of meaningful (50 percent-70 percent) recovery in a payment default scenario. ThermaSys Corp. will be the borrower under the credit facility. S&P's ratings on heat exchanger manufacturer API reflect the company's "highly leveraged" financial risk profile and "weak" business risk profile. The business risk profile assessment reflects the company's limited scale of operations as a niche producer in the highly competitive and cyclical specialty industrial heat exchanger market, which the company's engineering capabilities and long- standing relationships with large original equipment manufacturers (OEMs) partially offset. S&P's assessment is that the company's management and governance is "fair." API Heat Transfer supplies heat-transfer solutions and components to various industrial end markets, which include electric power generation (20% of 2012 revenues), general industrial (14 percent), compressor (11 percent), hydraulic equipment (10 percent), process (8 percent), and other markets. The company's products--which include air-cooled heat exchangers, shell and tube heat exchangers, engine cooling systems, plate heat exchangers, industrial air coolers, and specialized brass and aluminum tubing products--are used to remove excess heat from fluids used in industrial equipment. "We estimate that API's organic revenues will grow by low single digits in 2013, underpinned by our expectations of sluggish industrial activity in the U.S. and protracted weak economic conditions in Europe. Our base case economic forecast assumes 2.7 percent GDP growth in the U.S. and modestly negative GDP growth in the eurozone. We expect API to sustain EBITDA margins of about 15%, and we believe cost-saving improvements from consolidation of the legacy API and ThermaSys businesses could expand margins toward 17% in the next couple of years. We expect that the company will be able to pass on most rises in raw material costs to its customers, though there could be a time lag between material and price increases," S&P said. "We believe API will maintain its good niche market positions in a fragmented market. We expect that the company's customer base will remain relatively concentrated, with its top 10 customers accounting for about 30% of 2012 revenues. API's custom- engineered heat exchanger equipment can involve a lengthy product development process, and so there are typically costs associated with the customer switching suppliers, which mitigates customer concentration risk to a certain extent. API's overall geographic diversity is fair, with 45 percent of revenues coming from outside of the U.S. and 25 percent of total revenues derived from Europe, and we expect that the company will expand its operations in higher-growth emerging markets, particularly China and India," S&P added. "We consider API's financial risk profile to be highly leveraged, which incorporates our view of the company's highly leveraged capital structure and very aggressive financial policies under financial sponsor ownership. Pro forma for the transaction, we estimate that API's debt to EBITDA will be slightly above 6.0x and funds from operations (FFO) to total debt will be less than 10 percent at the end of 2013. These metrics include $130 million of unrated mezzanine notes as well as our adjustments for operating leases and pension liabilities. We expect that the company will be able to generate positive free cash flow of about $15 million annually, which should allow for modest debt repayment. We believe that API's credit metrics will remain within our expectations for the rating in the next 12 to 18 months, which include debt to EBITDA of 5x to 6x and FFO to debt of about 10%," S&P noted. S&P believes API will have "adequate" sources of liquidity to cover its needs in the next 12 months, even if EBITDA were to decline unexpectedly. S&P's assessment of the company's liquidity incorporates the following expectations and assumptions: -- S&P expects that the company's sources of liquidity, including cash and facility availability, will exceed its uses by 1.2x over the next 12 months. -- S&P expects net sources to remain positive, even if EBITDA declines by 15%. Pro forma for the transaction, S&P expects API will have about $10 million in cash and no drawings under its revolving credit facility. S&P expects the revolver to be subject to a springing senior secured net leverage ratio covenant that goes into effect when the outstanding revolver amount exceeds 20% of the commitment size. S&P expects API to maintain sufficient availability under the revolver such that the covenants are not triggered over the next four to six quarters. In addition, sources of liquidity include S&P's estimate of funds from operations of about $30 million next year. S&P believes this will be sufficient to support capital expenditures, which S&P expects will be about 2 percent of revenues, and modest working capital outflows. The outlook is stable. S&P expects that modest revenue growth and some margin improvement from cost reductions should allow for positive free cash flow generation and enable the company to maintain metrics within S&P's expectations for the rating, particularly debt to EBITDA of 5x-6x and FFO to debt of about 10 percent. S&P could lower the ratings if operating performance deteriorates below its expectations, causing leverage to increase and remain above 6x. This could happen, for instance, if protracted global economic weakness causes reduction in OEM demand and lower fixed- cost absorption pressures margins. S&P could also lower the ratings if the company is unable to generate positive free cash flow and liquidity becomes constrained. S&P could raise the ratings if stronger-than-expected growth in the company's end markets--coupled with more conservative financial policies--allows leverage to decline below 5x on a sustained basis, and if S&P do not expect a subsequent reversal in credit ratios. ARRHYTHMIA RESEARCH: Gets NYSE MKT Listing Non-Compliance Notice ---------------------------------------------------------------- Arrhythmia Research Technology, Inc. on April 23 disclosed that, on April 17, 2013, it received notice from the NYSE MKT LLC that it is not in compliance with certain of the Exchange's continued listing standards as set forth in Sections 134 and 1101 of the Exchange's Company Guide as a result of the failure to file its annual report on Form 10-K on a timely basis. The Company has therefore become subject to the procedures and requirements of Section 1009 of the Company Guide. Such procedures require the Company to communicate with the Exchange by April 23, 2013 to confirm receipt of the letter and indicate whether or not it intends to submit a plan of compliance. The Company intends to submit a plan of compliance to the Exchange by May 1, 2013 in accordance with the notice advising the Exchange of action it has taken or intends to take that will bring the Company into compliance with Sections 134 and 1101 of the Company Guide by no later than July 16, 2013. If the plan is accepted but the Company is not in compliance with the continued listing standards of the Company Guide by July 16, 2013 or if the Company is not making progress consistent with the plan, the Company may be subject to delisting procedures. About Arrhythmia Research Technology, Inc. Headquartered in Fitchburg, Massachusetts, Arrhythmia Research Technology, Inc. (NYSE MKT:HRT) -- http://www.arthrt.com-- through its wholly-owned subsidiary Micron Products, Inc., has diversified manufacturing capabilities with the capacity to participate in full product life cycle activities from early stage development and engineering from prototyping to full scale manufacturing as well as packaging and product fulfillment services. Its subsidiary, Micron Products, Inc., also manufactures silver plated and non-silver plated conductive resin sensors and distributes metal snaps used in the manufacture of disposable ECG, EEG, EMS and TENS electrodes. The Company also has developed and distributes a customizable proprietary signal- averaging electrocardiography (SAECG) software used to diagnose the risk of certain heart arrhythmias and that is reconfigurable for a variety of hardware platforms. ARCAPITA BANK: June 18 Hearing on Motion to Fund EuroLog Expenses ----------------------------------------------------------------- The hearing on Arcapita Bank B.S.C.(c), et al.'s motion for order confirming the Debtors' Authority to Fund Non-Debtor Eurolog Affiliates currently scheduled for April 30, 2013, at 11:00 a.m. has been adjourned to June 18, 2013, at 11:00 a.m. or as soon thereafter as counsel may be heard. As reported in the TCR on March 22, 2013, the Debtors seek to provide approximately $10.2 million in funding to certain non- Debtor affiliates. Specifically, the Debtors request the Court to confirm their authority to lend certain amount to their non=Debtor EuroLog Affiliates in accordance with Section 363(c) of the Bankruptcy Code. The Company said that as an investment bank, funding investments in portfolio companies fits squarely within the Debtors' ordinary course of business, and that even if the Court disagrees, there is ample support to loan the funds needed to pay the IPO Fees pursuant to Section 363(b) of the Bankruptcy Code because doing so constitutes a sound exercise of business judgment. The EuroLog Affiliates own and operate a variety of warehousing assets located throughout Europe, which assets consist of (1) 46 warehouse properties with a gross leasable area of approx. 15 million square feet that are located in seven countries across Europe; (2) six undeveloped real estate parcels located in four countries that are suitable for development of approximately 6.6 million square feet of additional leasable area; and (3) a group of real estate asset management companies with nearly 70 employees in eight offices. According to papers filed with the Court, even though the EuroLog IPO was not completed after launch, each of the IPO Professionals provided valuable services that inured to the benefit of the Debtors' estates. Arcapita says that without their efforts, the EuroLog Affiliates would not have been able to file the Intention to Float and would not have even had the opportunity to launch the EuroLog IPO. The fact that the EuroLog IPO was not completed does not in any way detract from the quality and importance of the services rendered, Arcapita said. About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. Falcon Gas Storage Company, Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas is an indirect wholly owned subsidiary of Arcapita that previously owned the natural gas storage business NorTex Gas Storage Company LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of NorTex from Falcon Gas for $515 million. Arcapita guaranteed certain of Falcon Gas' obligations under the NorTex Purchase Agreement. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG Inc. as notice and claims agent. Milbank, Tweed, Hadley & McCloy LLP represents the Official Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group had roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios but was unable to achieve 100% lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. On Feb. 8, 2013, the Debtors filed with the Bankruptcy Court a disclosure statement in support of their Joint Plan of Reorganization, dated Feb. 8, 2013. The Plan contemplates, among others, the entry of the Debtors into a $185 million Murabaha exit facility that will allow the Debtors to wind down their businesses and assets for the benefit of all creditors and stakeholders. ARETE INDUSTRIES: Causey Demgen & Moore Raises Going Concern Doubt ------------------------------------------------------------------ Arete Industries, Inc., filed on April 19, 2013, its annual report on Form 10-K for the year ended Dec. 31, 2012. Causey Demgen & Moore PC, in Denver, Colo., expressed substantial doubt about Arete Industries' ability to continue as a going concern, citing the Company's significant working capital deficit. The Company reported a net loss of $494,055 on $2.8 million of revenues in 2012, compared with net income of $495,266 on $1.1 million of revenues in 2011. According to the regulatory filing, one of the properties purchased in July 2011 was sold to an unrelated purchaser in August 2011. Pursuant to the amended agreement for the Company's purchase of the properties, the Company received $5,101,047 of the net proceeds from this sale which resulted in a gain of approximately $2.5 million. This gain on sale is included in non- operating income for the year ended Dec. 31, 2011. The Company applied the proceeds to the payments due under the property purchase. In addition, the Company recognized a gain on debt extinguishment of $111,690 for 2011. This gain was due to expiration of the statute of limitations related to previous obligations of the Company's inactive subsidiary which resulted in the elimination of the liability and a credit to income. The Company's balance sheet at Dec. 31, 2012, showed $8.9 million in total assets, $3.0 million in total liabilities, and stockholders' equity of $5.9 million. A copy of the Form 10-K is available at http://is.gd/F2W8b1 Westminster, Colorado-based Arete Industries, Inc., is an independent oil and gas company engaged in the acquisition and development of oil and natural gas reserves through a program which includes purchases of reserves, re-engineering, development and exploration activities primarily focused in Wyoming, Kansas, Colorado and Montana. ASPEN GROUP: Raised $600,000 From Units Sale -------------------------------------------- Aspen Group, Inc., raised $600,328 in gross proceeds from the sale of units consisting of shares of common stock and five-year warrants exercisable at $0.50 per share in a private placement offering to 16 accredited investors. The units sold contained a total of 1,715,217 shares of common stock and 857,606 warrants. Aspen agreed to register the shares of common stock and the shares of common stock underlying the warrants. In connection with these sales, Aspen paid $59,158 for commissions to a broker-dealer with respect to the total of $591,578 in gross proceeds from the sale of units though this broker-dealer and reimbursed the broker- dealer for legal expenses in the amount of $15,000. The terms of this private placement were identical to those of private placement offerings in September 2012 through February 2013. The shares were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 and Rule 506 promulgated thereunder. On April 18, 2013, Aspen announced that it closed its private placement offerings and raised a total of approximately $4.6 million. About Aspen Group Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in 1987 as the International School of Information Management. On Sept. 30, 2004, it was acquired by Higher Education Management Group, Inc., and changed its name to Aspen University Inc. On May 13, 2011, the Company formed in Colorado a subsidiary, Aspen University Marketing, LLC, which is currently inactive. On March 13, 2012, the Company was recapitalized in a reverse merger. Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. Approximately 88% of the Company's degree- seeking students (as of June 30, 2012) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, the Company has been nationally accredited by the Distance Education and Training Council, a national accrediting agency recognized by the U.S. Department of Education. Aspen Group incurred a net loss of $6.01 million in 2012, as compared with a net loss of $2.13 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $3.49 million in total assets, $2.69 million in total liabilities and $801,755 in total stockholders' equity. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has a net loss allocable to common stockholders and net cash used in operating activities in 2012 of $6,048,113 and $4,403,361, respectively, and has an accumulated deficit of $11,337,104 as of December 31, 2012. These matters raise substantial doubt about the Company's ability to continue as a going concern. ASSOCIATED MATERIALS: Moody's Rates $100MM Senior Notes 'Caa1' -------------------------------------------------------------- Moody's Investors Service assigned a Caa1 (LGD4, 53%) rating to the new $100 million senior secured notes issued by Associated Materials, LLC. The new notes are an "add-on" to the company's already-outstanding $730 million senior secured notes due 2017, and will increase the size of the obligation to $830 million. Proceeds from the issuance will be used to reduce outstanding borrowings under the company's revolving credit facility, and to pay related fees and expenses. Any remaining balance will increase the company's cash on hand. Associated's existing ratings are unaffected by this transaction. These ratings are: Corporate Family Rating - Caa1; Probability of Default Rating - Caa1-PD; and existing senior secured notes due 2017 -- Caa1 (LGD4, 53%) The rating outlook is stable. Ratings Rationale Associated Materials' Caa1 Corporate Family Rating reflects its high debt leverage characteristics, despite Moody's expectations for improving operating performance. Moody's anticipates that Associated will begin to benefit from the recovery in its key end markets. The repair and remodeling market is facing some positive growth prospects over the next year. Also, new home construction sector is rebounding. Based on Moody's forecast, Associated's interest coverage - defined as EBITA-to-interest expense - could be slightly above 1.0 time by mid-2014 compared with 0.9 times for 2012, despite moderately higher interest payments, and its leverage would likely remain around 8.0 times (all ratios incorporate Moody's standard adjustments). The absence of any maturities until April 2017, when the company's revolving credit facility matures, provides some offset to the company's high debt leverage metrics. Moody's views the proposed transaction as a credit positive, since liquidity is improving. Availability under the company's $225 million senior secured asset-based revolving credit facility (unrated) is increasing since proceeds from the notes issuance will be used to reduce current outstandings. On a pro forma basis, revolver availability will approximate $150 million with no borrowings, compared with $70.2 million of availability and $78.2 million drawn at FYE12. Despite an $8.0 million increase cash interest payments and the resulting negative impact on cash flows, the higher level of revolver availability is more than sufficient to meet any potential shortfall in operating cash flows to cover its working capital requirements and capital expenditure needs over the near term. Associated usually has negative cash flow from operations during the first half of its fiscal year as it builds inventory in advance of its peak seasons. Moody's also notes that Associated recently extended the maturity of its revolving credit facility to August 2017 from October 2015. The stable rating outlook reflects Moody's expectations of improving operating performance, resulting in credit metrics that would be more supportive of the current corporate family rating. Greater availability under the company's revolving credit facility improves Associated's ability to meet potential operating cash shortfalls, as working capital needs and capital expenditures become greater to meet higher demand. The principal methodology used in this rating was the Global Manufacturing Industry Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Associated Materials, LLC, headquartered in Cuyahoga Falls, Ohio, is a North American manufacturer and distributor of exterior residential building products. The company's core products are vinyl windows, vinyl siding, aluminum trim coil, and aluminum and steel siding and accessories. Associated is also a distributor of roofing materials, insulation, and exterior doors produced by third parties. Hellman & Friedman LLC, through its respective affiliates, is the primary owner of Associated. Revenues for the 12 months through December 29, 2012 totaled approximately $1.1 billion. ASSOCIATED MATERIALS: S&P Revises Outlook & Affirms 'B-' CCR ------------------------------------------------------------ Standard & Poor's Ratings Services said that it revised its rating outlook on Cuyahoga Falls, Ohio-based Associated Materials LLC to stable from negative. At the same time, S&P affirmed its ratings on the company, including the 'B-' corporate credit rating. "The rating affirmation and outlook revision follow Associated's announcement that it is seeking to add $100 million of principal value to its $730 million 9.125 percent senior secured notes due 2017," said Standard & Poor's credit analyst Maurice Austin. Associated will use proceeds to repay asset-based lending (ABL) revolver borrowings and for general corporate purposes. The ABL repayment will increase liquidity from $80 million to about $180 million, pro forma 2012 year-end. Consequently, S&P believes that Associated's liquidity is "adequate" to meet its estimated financial obligations with sufficient availability under the ABL to fund working capital requirements in the near term. The corporate credit rating reflects S&P's assessment of the company's participation in cyclical residential construction markets and its exposure to volatile raw material costs (in particular, resin and aluminum costs, which can compress operating margins). Associated's meaningful market share in the consolidated vinyl siding industry and its nationwide distribution capabilities somewhat offset these risks. The stable outlook reflects S&P's view that liquidity will be enhanced by about $100 million with an improvement in revolver availability resulting from the transaction. As a result, S&P expects liquidity will be adequate to meet the company's estimated financial obligations. These estimated uses include higher working capital needs relating to improving end market demand. S&P could raise the rating if EBITDA interest coverage strengthened to above 1.5x. This could occur if the company's gross margins were to increase more than 100 basis points from current levels. Though less likely in an improving business environment, S&P could lower the rating if liquidity deteriorates significantly such that excess availability on the ABL approaches $20 million whereby the company's fixed-charge covenant will be tested. This could occur if remodeling spending fails to increase and housing starts retract due to recessionary pressures. Associated is a leading vertically integrated manufacturer and North American distributor of exterior residential building products. ATLANTIC COAST: Opposing Directors Deny Relationship with Albury ---------------------------------------------------------------- Jay S. Sidhu and Bhanu Choudhrie delivered an additional letter to the Board of Directors on April 18, 2013, in response to Atlantic Coast Financial Corporation's accusation that they are acting in concert with certain other stockholders to the detriment of the Company's majority stockholders. "Your statements accusing us of "acting in concert" with Albury or anyone else, unsupported by any facts and in the face of legal filings by us and by Albury in which no relationship is disclosed or required to be disclosed, can only be intended to mislead ACFC's stockholders," Messrs. Sidhu and Choudhrie asserted. "We have no relationship with Albury in relation to ACFC - to date, we have had no contact with Albury's representatives in connection with Albury's decision to invest in ACFC, have not discussed with them or solicited their support of our opposition to the Bond Street transaction or our alternative director candidates and have no knowledge of their plans or intentions beyond the information disclosed in Albury's Schedule 13D, which is available to you, us and all ACFC stockholders." As of March 22, 2013, The Albury Investment Partnership and its affiliates beneficially own 262,000 shares of common stock of Atlantic Coast Financial Corporation representing 9.97% of the shares outstanding, as disclosed in its Schedule 13D filing with the SEC, as copy of which is available at http://is.gd/U3lPGM Messrs. Sidhu and Choudhrie opposed the Company's proposed merger with Bond Street asserting that the transaction grossly undervalues the Company. A copy of the letter is available for free at: http://is.gd/7k48iX About Atlantic Coast Jacksonville, Florida-based Atlantic Coast Financial Corporation is the holding company for Atlantic Coast Bank, a federally chartered and insured stock savings bank. It is a community- oriented financial institution serving northeastern Florida and southeastern Georgia markets through 12 locations, with a focus on the Jacksonville metropolitan area. The Company reported a net loss of $6.66 million on $33.50 million of total interest and dividend income for the year ended Dec. 31, 2012, as compared with a net loss of $10.28 million on $38.28 million of total interest and dividend income in 2011. The Company's balance sheet at Dec. 31, 2012, showed $772.61 million in total assets, $732.35 million in total liabilities and $40.26 million in total stockholders' equity. McGladrey LLP, in Jacksonville, 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 suffered recurring losses from operations that have adversely impacted capital at Atlantic Coast Bank. The failure to comply with the regulatory consent order may result in Atlantic Coast Bank being deemed undercapitalized for purposes of the consent order and additional corrective actions being imposed that could adversely impact the Company's operations. This raises substantial doubt about the Company's ability to continue as a going concern. AUTO CARE MALL: Court Dismisses Chapter 11 Case ----------------------------------------------- The U.S. Bankruptcy Court in mid-April entered an order dismissing the Chapter 11 case of Auto Care Mall of Fremont, Inc. The Debtor sought dismissal of the case, saying that dismissal would be conditioned upon the payment of accrued and unpaid fees payable to the United States Trustee and the Debtor's undisputed and unpaid administrative expenses and unsecured claims no later than seven days after entry of an order dismissing the Chapter 11 case. There were no oppositions to the Debtor's motion. About Auto Care Mall of Fremont Auto Care Mall of Fremont, Inc., in San Jose, California, filed for Chapter 11 bankruptcy (Bankr. N.D. Cal. Case No. 12-56050) on Aug. 15, 2012. The only shareholders of the Debtor are Dan Duc (50%) and his wife (50%). Judge Stephen L. Johnson presides over the case. The Law Office of Patrick Calhoun, Esq., serves as the Debtor's counsel. The petition was signed by Gina Baumbach, vice president. On May 18, 2012, at the behest of the secured lender, Bank of Marin, the Alameda County Superior Court of the State of California appointed Susan L. Uecker as receiver to the Debtor's real property commonly known as 40851-40967 Albrae Street, in Fremont, California. The Superior Court appointed the receiver to address the Debtor's mismanagement and misappropriation of the bank's cash collateral. The property is improved with four single story warehouse buildings totaling 38,226 square feet and is occupied exclusively with auto service related businesses. The property consists of 15 units, three of which are currently vacant. The property generates monthly rents totaling roughly $34,492 in addition to common area maintenance charges totaling $8,235. According to Bank of Marin, the Debtor owes the bank roughly $6.5 million under two prepetition promissory notes. The Debtor's Schedule D identifies a judgment lien against the property held by Bank of America to secure a $6 million claim scheduled by the Debtor as a non-contingent, liquidated, and undisputed held by Bank of America. The Debtor's Schedules D identifies non- contingent, liquidated and undisputed claims totaling $11.105 million that encumber the property, which the Debtor values at $7.4 million. The Debtor disclosed $13,400,000 in assets and $11,119,045 in liabilities as of the Chapter 11 filing. BIOVEST INT'L: Sets May 31 Hearing on Prepackaged Plan ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Biovest International Inc. and will hold a May 31 hearing for approval of the reorganization plan supported by secured lenders owed some $38.5 million. Previously, unsecured creditors were to be paid in full with interest by receiving new stock. As revised, the plan gives unsecured creditors 10 percent of the stock in exchange for claims totaling $10.3 million. According to the disclosure statement approved by the bankruptcy court on April 19, majority owner Accentia Biopharmaceuticals Inc. has an unsecured claim against Biovest for $5 million. The plan calls for secured lenders Corp Real LLC and Laurus/Valens Funds to swap about $44 million in debt for 90 percent of the new stock. The lenders provided $6 million in new funds to support the bankruptcy. The new money is to be included in the debt swap. Existing shareholders receive nothing. About Biovest International Biovest International, Inc. -- http://www.biovest.com/-- is an emerging leader in the field of active personalized immunotherapies. In collaboration with the National Cancer Institute, Biovest has developed a patient-specific, cancer vaccine, BiovaxID(R), with three clinical trials completed, including a Phase III study, demonstrating evidence of safety and efficacy for the treatment of indolent follicular non-Hodgkin's lymphoma. Headquartered in Tampa, Florida, with its bio-manufacturing facility based in Minneapolis, Minnesota, Biovest is publicly- traded on the OTCQB(TM) Market with the stock-ticker symbol "BVTI", and is a majority-owned subsidiary of Accentia Biopharmaceuticals, Inc. (OTCQB: "ABPI"). Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID, Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on Nov. 10, 2008. Biovest emerged from Chapter 11 protection, and its reorganization plan became effective, on Nov. 17, 2010. Biovest International Inc., filed a petition for Chapter 11 reorganization (Bankr. M.D. Fla. Case No. 13-02892) on March 6, 2013, in Tampa, Florida. The new bankruptcy case was accompanied by a proposed reorganization plan supported by secured lenders owed about $38.5 million. Total debt is $44.9 million, with assets listed in a court filing as being valued at $4.7 million. About $5.4 million is owing to unsecured creditors, according to a court paper. BIOZONE PHARMACEUTICALS: Sells $800,000 Worth of Units ------------------------------------------------------ Biozone Pharmaceuticals, Inc., on April 12, 2013, sold an aggregate of 2,000,000 units with gross proceeds to the Company of $500,000 to certain accredited investors pursuant to a subscription agreement. On April 18, 2013, the Company sold an additional 1,200,000 Units to certain additional Investors with gross proceeds to the Company of $300,000. Each Unit was sold for a purchase price of $0.25 per Unit and consisted of: (i) one share of the Company's common stock, $0.001 par value per share and (ii) a five-year warrant to purchase 50% of the number of shares of Common Stock purchased at an exercise price of $0.50 per share, subject to adjustment upon the occurrence of certain events such as stock splits and dividends. The Warrants may be exercised on a cashless basis if at any time there is no effective registration statement covering the resale of the shares of Common Stock underlying the Warrants. The Warrants contains limitations on the holder's ability to exercise the Warrant in the event that exercise causes the holder to beneficially own in excess of 4.99% of the Company's issued and outstanding Common Stock, subject to a discretionary increase in such limitation by the holder to 9.99% upon 61 days' notice. The Company paid placement agent fees of $26,500 in cash to a broker-dealer in connection with the sale of the Units. Additionally, the Company issued to the broker-dealer, in connection with the sale of the Units, a warrant to purchase up to 16,000 shares of Common Stock with substantially the same terms as the Warrants issued to the Investors. The Units were issued to "accredited investors," as that term is defined in the Securities Act of 1933, as amended and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act of 1933 and corresponding provisions of state securities laws. About Biozone Pharmaceuticals Biozone Pharmaceuticals, Inc., formerly, International Surf Resorts, Inc., was incorporated under the laws of the State of Nevada on Dec. 4, 2006, to operate as an internet-based provider of international surf resorts, camps and guided surf tours. The Company proposed to engage in the business of vacation real estate and rentals related to its surf business and it owns the Web site isurfresorts.com. During late February 2011, the Company began to explore alternatives to its original business plan. On Feb. 22, 2011, the prior officers and directors resigned from their positions and the Company appointed a new President, Director, principal accounting officer and treasurer and began to pursue opportunities in medical and pharmaceutical technologies and products. On March 1, 2011, the Company changed its name to Biozone Pharmaceuticals, Inc. Since March 2011, the Company has been engaged primarily in seeking opportunities related to its intention to engage in medical and pharmaceutical businesses. On May 16, 2011, the Company acquired substantially all of the assets and assumed all of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an Asset Purchase Agreement dated as of that date. Aero manufactures markets and distributes a line of dermatological products under the trade name of Baker Cummins Dermatologicals. On June 30, 2011, the Company acquired the Biozone Labs Group which operates as a developer, manufacturer, and marketer of over- the-counter drugs and preparations, cosmetics, and nutritional supplements on behalf of health care product marketing companies and national retailers. Biozone incurred a net loss of $7.96 million in 2012, as compared with a net loss of $5.45 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $7.23 million in total assets, $10.82 million in total liabilities and a $3.58 million total shareholders' deficiency. Paritz and Company. P.A., in Hackensack, New Jersey, 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 operating losses for its last two fiscal years, has a working capital deficiency of $5,255,220, and an accumulated deficit of $14,128,079. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. BLITZ USA: Acquisition Debtors to Hire Young Conaway as Counsel --------------------------------------------------------------- Two debtor affiliates of Blitz U.S.A. Inc. identified as the "acquisition debtors" -- LAM 2011 Holdings, LLC and Blitz Acquisition Holdings, Inc. -- ask the Bankruptcy Court for permission to employ Young Conaway Stargatt & Taylor, LLP as their bankruptcy counsel, nunc pro tunc to April 3, 2013. Blitz U.S.A. Inc. and its debtor affiliates previously obtained approval to hire Richards, Layton & Finger P.A. as counsel nunc pro tunc to the Petition Date. In February the Official Committee of Unsecured Creditors filed a motion to prosecute certain causes of action on behalf of Debtor Blitz U.S.A., Inc. against certain parties, including BAH. In light of the current posture of the bankruptcy cases, including the relief requested by the Committee in the Third Standing Motion, the allegations made therein, the potential for inter- Debtor litigation, settlement and/or a plan process, among other things, LAM and BAH seek authority to employ Young Conaway as their bankruptcy counsel with regard to the prosecution of their Chapter 11 cases. The principal attorneys and paralegal presently designated to represent the Acquisition Debtors and their current standard hourly rates are: Professional Rates ------------ ----- Sean M. Beach, Partner $560 John Dorsey, Partner $700 Justin P. Duda, Associate $325 Melissa Romano, Paralegal $190 The firm's Sean M. Beach, Esq., attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Blitz U.S.A. Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of plastic gasoline cans. The company, controlled by Kinderhook Capital Fund II LP, filed for bankruptcy protection to stanch a hemorrhage resulting from 36 product-liability lawsuits. Parent Blitz Acquisition Holdings, Inc., and its affiliates filed for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru 11-13607) on Nov. 9, 2011. The Hon. Peter J. Walsh presides over the case. Blitz USA disclosed $36,194,434 in assets and $41,428,577 in liabilities in its schedules. Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, represents the Debtors in their restructuring efforts. The Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and Kurtzman Carson Consultants LLC serves as notice and claims agent. SSG Capital Advisors LLC serves as investment banker. Lowenstein Sandler PC from Roseland, New Jersey, represents the Official Committee of Unsecured Creditors. The Chapter 11 case is financed with a $5 million secured loan from Bank of Oklahoma. Bank of Oklahoma, as DIP agent, is represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in Tulsa. In April 2012, Hopkins Manufacturing Corp. acquired the assets of Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil drains, drain pans, lifting aids and automotive ramps. Blitz USA said in court documents the sale netted the Debtors $14.6 million, which was applied against secured debt. Blitz announced in June it would abandon its efforts to reorganize and instead to shut down operations by the end of July. In September, the Troubled Company Reporter, citing Sheila Stogsdill at Tulsa World, reported that the Bankruptcy Court approved a $9.5 million offer from Toronto, Canada-based Scepter Corporation to purchase Blitz USA, according to Philip Monckton, Scepter's vice president of sales and marketing. Scepter bought land, equipment and other assets. Scepter supplies about 20% of the USA market with gas cans. The report said the sale was to become final on Sept. 28, 2012. BROADWAY FINANCIAL: Brenda Battey Okayed as New CFO --------------------------------------------------- Broadway Financial Corporation, the holding company of Broadway Federal Bank, f.s.b., announced that Brenda Battey has been approved by the Federal Reserve Bank of San Francisco as Chief Financial Officer of the Company. Wayne-Kent Bradshaw, President and CEO, said, "Brenda Battey adds extensive financial and accounting experience to our management team, and a strong knowledge base of accounting policies, standards and controls for the banking industry. Her tenure as Controller/Senior Controller over the past 25 years at First Federal Savings Bank of California, Community Bank and Bank of Manhattan makes her an ideal fit for Broadway as we continue to pursue our recapitalization, enhance our controls and procedures, and position the Bank for profitable growth in the future. Brenda understands the financial issues facing community-focused banks and has the experience to successfully manage our financial and accounting needs as CFO." Ms. Battey is a Certified Public Accountant, and served as an auditor with KPMG LLP for 4 years prior to becoming an executive in the banking industry. About Broadway Financial Los Angeles, Calif.-based Broadway Financial Corporation was incorporated under Delaware law in 1995 for the purpose of acquiring and holding all of the outstanding capital stock of Broadway Federal Savings and Loan Association as part of the Bank's conversion from a federally chartered mutual savings association to a federally chartered stock savings bank. In connection with the conversion, the Bank's name was changed to Broadway Federal Bank, f.s.b. The conversion was completed, and the Bank became a wholly owned subsidiary of the Company, in January 1996. The Company is currently regulated by the Board of Governors of the Federal Reserve System. The Bank is currently regulated by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. Broadway Financial disclosed net income of $588,000 on $19.89 million of total interest income for the year ended Dec. 31, 2012, as compared with a net loss of $14.25 million on $25.11 million of total interest income during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $373.69 million in total assets, $355.68 million in total liabilities and $18 million in total shareholders' equity. Crowe Horwath LLP, in Sacramento, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has a tax sharing liability to its consolidated subsidiary that exceeds its available cash, the Company is in default under the terms of a $5 million line of credit with another financial institution lender in which the stock of its subsidiary bank, Broadway Federal Bank is held as collateral for the line of credit and the Company and the Bank are both under formal regulatory agreements. Furthermore, the Company and the Bank are not in compliance with these agreements and the Company's and the Bank's capital plan that was submitted under the agreements has been preliminarily approved subject to completion of its recapitalization. Failure to comply with these agreements exposes the Company and the Bank to further regulatory sanctions that may include placing the Bank into receivership. These matters raise substantial doubt about the ability of Broadway Financial Corporation to continue as a going concern. BUENA VISTA: Moody's Rates Proposed $220MM Senior Notes 'Caa2' -------------------------------------------------------------- Moody's Investors Service assigned a Caa2 Corporate Family Rating and Caa2-PD Probability of Default Rating to Buena Vista Gaming Authority. Moody's also assigned a Caa2 rating to the company's proposed $220 million senior secured notes due 2021. The Buena Vista Gaming Authority is a wholly owned, unincorporated governmental instrumentality of the Buena Vista Rancheria of Me- Wuk Indians ("Tribe"), a federally recognized Indian tribe. The Authority was formed in 2009 to develop and operate the Buenavue Casino, a casino and entertainment facility located in Amador County, California, about 65 miles southeast of Sacramento. Proceeds from the proposed $220 million senior secured notes will be used to fund construction of the Buenavue Casino which is scheduled to open in May 2014. The ratings are subject to receipt of final documentation. The rating outlook is stable. Ratings assigned: Corporate Family Rating at Caa2 Probability of Default Rating at Caa2-PD $220 million senior secured notes due 2021 at Caa2 (LGD 4, 51%) Ratings Rationale Buena Vista's Caa2 Corporate Family Rating reflects Moody's view that the start-up nature of the Tribe's casino project, the Tribe's limited business experience, and the fact that a significant number of casinos already exist within a 100 mile radius of where the Buenavue Casino will be located, could make it difficult for the casino to ramp up at the level and pace necessary to cover its fixed charges. Also considered is the absence of an approved National Indian Gaming Commission management contract between Buena Vista and the company managing the project, litigation related to the eligibility of the Buena Vista Rancheria for gaming, the tax dispute with Amador County regarding nonpayment of property taxes, and the pending status of the proposed casino's liquor license. While the possibility exists that all these concerns could be resolved in a manner that does not negatively impact the Tribe's ability to build and ramp-up Buenavue Casino, Moody's believes the uncertainty of the timing and ultimate resolution of these items creates a high degree of risk that one or more of these concerns will not be resolved, and as a result, the project could be placed in jeopardy either before or after construction. Other rating constraints include the credit risks that are common to Native American gaming issuers, including uncertainty as to enforceability of lender's claims in bankruptcy or liquidation. Positive rating consideration is given to credit enhancements including a cash interest reserve designed to cover cash interest payments beyond the construction period, and a contingency account sufficient to cover up to approximately 40% of hard construction cost over runs. In addition to the interest reserve and contingencies, the stable outlook is based on Moody's expectation that Buena Vista will have sufficient funds to complete construction, with the exception of approximately $20 million of additional furniture, fixture, and equipment financing that needs to be obtained in order to complete the casino. Ratings could be lowered if Moody's concerns regarding any pending litigation materialize in a manner that threatens the casino's ability to operate and/or cover its fixed charges. Ratings could also be lowered if the project experiences significant cost over- runs or construction delays for any reason. Beyond the construction period, ratings could be downgraded if it appears the casino will not ramp-up at a level and pace sufficient enough to cover its fixed charges. Ratings improvement is limited at this time given the start-up nature of the casino and the prospective nature of the rating, along with the high degree of uncertainty associated with the litigation related to the eligibility of the Buena Vista Rancheria for gaming, the tax dispute with Amador County regarding nonpayment of property taxes, and other concerns. A higher rating would also require a demonstrated ability that Buena Vista can achieve and sustain debt/EBITDA at or below 6.5 times and EBIT/Interest above 1.0 time. The principal methodology used in this rating was the Global Gaming published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CAESARS ENTERTAINMENT: New Entity No Impact on Moody's Caa2 CFR --------------------------------------------------------------- Moody's Investors Service commented that Caesars Entertainment Corporation's announcement that its Board of Directors approved the formation of Caesars Growth Partners, LLC (CGP) is modestly credit positive but has no ratings impact. CGP will be owned by Caesars and its stockholders, including its financial sponsors, affiliates of TPG Capital LP and Apollo Global Management, LLC (the Sponsors). Participating stockholders will own their interests in CGP through Caesars Acquisition Company (CAC) -- a new company created to facilitate the proposed transaction. On April 5, 2013, Moody's downgraded Caesars Entertainment's Corporate Family Rating and Probability of Default Rating to Caa2, and Caa2-PD, respectively. Moody's also downgraded Caesars Entertainment Operating Company, Inc.'s ("CEOC") first lien debt to B3, its second lien debt to Caa3, and its unsecured guaranteed notes and unsecured notes both to Ca. The rating outlook is negative. The Speculative Grade Liquidity rating of SGL-3 is unchanged. Caesars Entertainment Corporation, through its wholly-owned subsidiary, Caesars Entertainment Operating Company, Inc., owns or manages approximately 52 casinos. The company generates annual revenue of about $9.0 billion. CCC INFORMATION: Debt Amendments No Impact on Moody's B3 CFR ------------------------------------------------------------ CCC Information Services Inc. develops, markets and supplies a variety of automobile claim products and services which enable automobile insurance companies, collision repair facilities, independent appraisers and automobile dealers to manage the automobile claim and restoration process. Annual revenues are nearly $300 million. On December 5, 2012, Moody's assigned a B3 Corporate Family Rating to CCC Information Services Inc. (New) ("CCC") and a B1 rating to a proposed first lien credit facility. Proceeds from a new $470 million term loan and $260 million in mezzanine debt (unrated), plus equity, will be used to finance the acquisition of CCC by Leonard Green & Partners. The ratings outlook is stable. CCM MERGER: Loan Repricing No Impact on Moody's 'B3' CFR -------------------------------------------------------- Moody's Investors Service commented that CCM Merger, Inc.'s proposed term loan re-pricing amendment is a favorable development for the company in that it will benefit interest coverage and be accompanied by $20 million permanent reduction in debt. However, despite the benefits of the proposed re-pricing and debt repayment, CCM's B3 Corporate Family Rating and stable rating outlook remain unchanged. CCM Merger Inc., owned by Mrs. Marian Illitch, is a holding company whose operating subsidiary, Detroit Entertainment L.L.C. owns and operates the MotorCity Casino Hotel in Detroit, Michigan -- one of three commercial casinos that are allowed to operate in Detroit. The company generates approximately $490 million of annual net revenue. CENTRAL EUROPEAN: UST Opposes Early Stock-Sale Approval ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Trustee said Central European Distribution Corp., the U.S.-based parent of the world's largest vodka producers, shouldn't be authorized to sell the stock to be issued through the prepackaged Chapter 11 plan until the plan itself is approved by the court. CEDC began a Chapter 11 reorganization with agreement to reduce debt by $655.2 million while giving ownership to Roust Trading Ltd. Roust is controlled by Roustam Tariko, who is CEDC's chairman. There will be a May 13 confirmation hearing for approval of the plan. The U.S. Trustee contends that that the agreement with Roust is a contract for the sale of stock which can't be "assumed" under bankruptcy law. There will be an April 29 hearing to consider approval of the stock-sale agreement. According to the report, the plan will give $172 million cash to holders of secured notes totaling $982.2 million. Roust is providing the cash in return for the new stock. In addition, holders are to receive $450 million in new secured notes plus $200 million in convertible notes, for a predicted recovery of 83.7 percent. Except for notes held by Roust, holders of $262 million in unsecured notes due 2013 have the option of receiving $25 million in cash from Roust along with $30 million in Roust notes, for a predicted 34.9 percent recovery. Noteholders not accepting Roust offer are to receive $16.9 million cash. Roust owns $102.6 million of the notes and 19.5 percent of the existing CEDC stock. 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. CENTRAL EUROPEAN: Initial Results of Reverse Dutch Auction ---------------------------------------------------------- Central European Distribution Corporation announced the initial results of the reverse Dutch auction conducted as a part of its solicitation of votes for its Prepackaged Plan of Reorganization. Based on its tabulations, CEDC anticipates that holders of CEDC Finance Corporation International, Inc.'s 9.125% Senior Secured Notes due 2016 and 8.875% Senior Secured Notes due 2016 who submitted bid prices of up to and including $810.00 or EUR810.00, respectively, should receive a cash payment in exchange for their 2016 Notes (the Clearing Price as defined in the Offering Memorandum will be $810.00 or EUR810.00). CEDC expects that approximately EUR81 million of Euro 2016 Notes and approximately $106 million of USD 2016 Notes, equal to an aggregate of approximately $211 million principal amount of 2016 Notes, would be repurchased for cash. CEDC expects that approximately EUR349 million of Euro 2016 Notes and approximately $274 million of USD 2016 Notes would remain outstanding and unpurchased and would receive new secured notes and new convertible notes issued by CEDC Finance Corporation International, Inc., pursuant to the Plan. These amounts remain subject to adjustment and confirmation by CEDC on or about the Distribution Date. To receive their cash payment, 2016 Noteholders who elected the cash option must be holders of the 2016 Notes as of March 21, 2013, and the Distribution Date. THEREFORE, TO RECEIVE THE CASH PAYMENT, A HOLDER OF 2016 NOTES AS OF MARCH 21, 2013, CANNOT TRADE 2016 NOTES PRIOR TO THE DISTRIBUTION DATE. CEDC FinCo will first accept for exchange all 2016 Notes with a bid price less than the Clearing Price, and thereafter, 2016 Notes with a bid price equal to the Clearing Price on a pro rata basis due to the oversubscription of the cash election. CEDC expects to apply the full amount of the $172 million RTL Investment towards the purchase of 2016 Notes in the cash election and does not expect any pro rata cash distribution to holders of 2016 Notes that did not participate in the cash election. In addition, the Clearing Price may be further adjusted if 2016 Noteholders who participated in the cash election are unable to confirm their holding of 2016 Notes as of the Distribution Date and are therefore ineligible to receive the cash payment. In all cases, appropriate adjustments will be made to avoid purchases of 2016 Notes in principal amounts other than integral multiples of $1,000 or EUR1,000, as applicable. All 2016 Notes not accepted in the cash election as a result of proration or as a result of having a bid price above the Clearing Price as well as 2016 Noteholders that did not participate in the cash election will not participate in the cash election and will be deemed to have elected to receive New Notes. On April 7, 2013, CEDC commenced voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code to seek confirmation of the Plan. Following CEDC's first day hearing on April 9, 2013, the Delaware Bankruptcy Court scheduled a hearing to consider confirmation of the Plan on May 13, 2013. Voting on the Plan closed on April 4, 2013. According to the official vote tabulation prepared by CEDC's voting and information agent, impaired creditors have voted overwhelmingly to accept the Plan. The financial restructuring, which will eliminate approximately $665.2 million in debt from CEDC's and CEDC FinCo's balance sheets, does not involve the Company's operating subsidiaries in Poland, Russia, Ukraine or Hungary and should have no impact on their business operations. Operations in these countries are independently funded and will continue to generate revenue during this process. All obligations to employees, vendors, credit support providers and government authorities will be honored in the ordinary course without interruption. 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. CENTRAL EUROPEAN: $5MM Offer to Existing Stockholders Withdrawn --------------------------------------------------------------- Following the announcement on April 9th 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 cancelled 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. CEREPLAST INC: Incurs $30.2 Million Net Loss in 2012 ---------------------------------------------------- Cereplast, Inc., reported a net loss of $30.16 million on $894,000 of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $14 million on $20.25 million of net sales for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $16.18 million in total assets, $26.20 million in total liabilities and a $10.02 million total deficit. Mr. Frederic Scheer, chairman and chief executive officer of Cereplast, stated, "2012 was a year of transition for Cereplast. Amidst the challenges we faced during the year, we improved the positioning of the Company for 2013. Despite the 2012 financial pressures, our focus has been on putting the adversity we have faced behind us as we move toward a brighter future. As we execute during this transitionary period, we have been intently focused on attracting new customers, further developing relationships with existing customers, with an emphasis on those who are capable of making large orders, and bolstering our intellectual property portfolio, all of which are essential to our success going forward. The momentum we are building is a testament to the persistence our team has shown, the validity of our technology and a foreshadowing of how the industry is maturing." A copy of the press release is available for free at: http://is.gd/QM8Ayq Expects up to $1 Million Revenue in Q1 Cereplast announced preliminary revenue for the first quarter ended March 31, 2013. Cereplast expects to report 2013 first quarter revenue of approximately $900,000 to $1 million, exceeding total revenue for the entire 2012 fiscal year. According to the management, approximately 65% of this revenue was generated in Italy due to the demand created by the recently published Application Decree, which requires merchants to discontinue the use of traditional single-use plastic bags in favor of bioplastic bags or other alternatives. Sanctions for non-compliance will be enforced beginning the end of May 2013 and management estimates that as a result, the Company will experience an increase in demand for its Cereplast Compostables(R) blown film resins during the second half of 2013 as merchants are forced to transition to bioplastic alternatives. Based on certain provisions, including current competition, current production capacity, a full production staff and sufficient working capital, management estimates that the Company's total addressable opportunity for Italy alone exceeds $50 million annually out of a total addressable market for compostable blown film grades in the country that exceeds $500 million per year. Cereplast Chairman and CEO Mr. Frederic Scheer commented, "We are pleased with our encouraging preliminary revenue results during the first quarter of 2013 and are optimistic for the remainder of 2013. In Italy alone, we conservatively estimate our market opportunity to be approximately $50 million. Additionally, we expect other European nations to enact similar mandates which will exponentially increase our opportunity in Europe. We are excited about these favorable trends and will provide future updates as significant events occur." Director Retires On April 19, 2013, Jacques Vincent retired from the Board of Directors of the Company. There were no disagreements between the Company and Mr. Jacques, known to an executive officer of the Company, on any matter relating to the Company's operations, policies or practices that led to his resignation. About Cereplast El Segundo, Calif.-based Cereplast, Inc., has developed and is commercializing proprietary bio-based resins through two complementary product families: Cereplast Compostables(R) resins which are compostable, renewable, ecologically sound substitutes for petroleum-based plastics, and Cereplast Sustainables(TM) resins (including the Cereplast Hybrid Resins product line), which replaces up to 90% of the petroleum-based content of traditional plastics with materials from renewable resources. The Company's balance sheet at Sept. 30, 2012, showed $25.4 million in total assets, $22.1 million in total liabilities, and stockholders' equity of $3.3 million. Bankruptcy Warning "We have incurred a net loss of $16.3 million for the nine months ended September 30, 2012, and $14.0 million for the year ended December 31, 2011, and have an accumulated deficit of $73.2 million as of September 30, 2012. Based on our operating plan, our existing working capital will not be sufficient to meet the cash requirements to fund our planned operating expenses, capital expenditures and working capital requirements through December 31, 2012 without additional sources of cash. In order to provide and preserve the necessary working capital to operate, we have successfully completed the following transactions in 2012: * Entered into an Exchange Agreement with Magna Group LLC pursuant to which we agreed to issue to Magna convertible notes, in the aggregate principal amount of up to $4.6 million, in exchange for repayment of our Term Loan with Compass Horizon Funding Company, LLC. * Obtained a Forbearance Agreement on our semi-annual coupon payment due on June 1, 2012 with certain holders of our Senior Subordinated Notes to defer payment until December 1, 2012. * Reduced future interest payments through executing an Exchange Agreement for $2.5 million with certain holders of our Senior Subordinated Notes for conversion of their Notes and accrued interest into shares at an exchange rate of one share of our common stock for each $1.00 amount of the Note and accrued interest. * Issued 6,375,000 shares of our common stock to an institutional investor in settlement of approximately $1.3 million of our outstanding accounts payable balances. * Completed a Registered Direct offering to issue 1,000,000 shares of common stock at $0.50 per share for gross proceeds of $0.5 million. * Obtained unsecured short-term convertible debt financing of $0.6 million with additional availability of approximately $0.6 million at the lender's sole discretion. * Returned unused raw materials to our suppliers in exchange for refunds net of restocking charges of approximately $0.3 million. Our plan to address the shortfall of working capital is to generate additional financing through a combination of sale of our equity securities, additional funding from our new short-term convertible debt financings, incremental product sales into new markets with advance payment terms and collection of outstanding past due receivables. We are confident that we will be able to deliver on our plans, however, there are no assurances that we will be able to obtain any sources of financing on acceptable terms, or at all. If we cannot obtain sufficient additional financing in the short- term, we may be forced to curtail or cease operations or file for bankruptcy," the Company said in its quarterly report for the period ended Sept. 30, 2012. CEVA GROUP: Receives Tenders & Consents to Amend Indentures ----------------------------------------------------------- CEVA Group Plc on April 24 disclosed that, in connection with its ongoing private exchange offers and consent solicitations made pursuant to a Confidential Offering Memorandum, Consent Solicitation and Disclosure Statement dated April 3, 2013, it has received tenders and consents as of 5:00 p.m., New York City time, on April 22, 2013, of (i) an aggregate principal amount of approximately $664 million of its 11.5% Junior Priority Secured Notes due 2018, (ii) an aggregate principal amount of approximately $531 million of its 12.75% Senior Notes due 2020 and (iii) an aggregate principal amount of approximately $113 million of its Senior Unsecured Bridge Loans. Based on the tenders and consents received, the Company has received the required majority of consents necessary for the adoption of proposed amendments to the indentures governing the Second Lien Notes and the Senior Unsecured Notes. Such Proposed Amendments will (i) eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained therein, (ii) permit CEVA and its affiliates who are holders of the Second Lien Notes and the Senior Unsecured Notes to vote on any consents, amendments or waivers to the applicable indentures and (iii) with respect to the indenture governing the Second Lien Notes, provide for the release of all of the liens on the collateral securing the Second Lien Notes, including by terminating or amending, as applicable, the related security documents. The Company will promptly enter into supplemental indentures to the indentures governing the Senior Unsecured Notes and the Second Lien Notes to implement the Proposed Amendments, which will become effective upon the closing of the Exchange Offers. The supplemental indentures, when effective, will be binding on holders of the Senior Unsecured Notes and the Second Lien Notes that are not tendered for exchange in the Exchange Offers. In accordance with the terms of the Exchange Offers and Consent Solicitations, each eligible holder that validly tendered, and did not validly withdraw, its Second Lien Notes, Senior Unsecured Notes, 12% Second-Priority Senior Secured Notes due 2014 and Bridge Loans prior to the Consent Time and the Withdrawal Deadline, shall receive the previously announced consent fee / early tender fee if the Exchange Offers are consummated. As a result of the occurrence of the Consent Time and the Withdrawal Deadline, tendered Second Lien Notes and Senior Unsecured Debt may no longer be withdrawn. As of 5:00 p.m., New York City time, on Monday, April 22, 2013, assuming eligible holders who have subscribed in the Rights Offering have or will validly tender their Second Lien Notes and Senior Unsecured Debt in the Exchange Offers prior to the Expiration Time, subscriptions and backstop commitments of approximately $215 million to purchase new series A-1 convertible preferred equity interests to be issued by CEVA Holdings LLC had been received in the previously announced rights offering -- which is incremental to the EUR65 million U.S. dollar equivalent investment being committed by one of the Company's largest institutional investors. The Company reserves its right to waive the condition to the Exchange Offers that the Rights Offering be completed in an aggregate amount not less than $224.2 million. The Exchange Offers and the Consent Solicitations are being conducted in connection with CEVA's previously announced financial recapitalization plan that will reduce substantially CEVA's overall debt and interest costs, as well as increase liquidity and strengthen its capital structure. As previously announced, the Exchange Offers will expire at midnight, New York City time, on Tuesday, April 30, 2013, unless terminated, withdrawn earlier or extended. Except as set forth above, all other terms of the Exchange Offers and the Consent Solicitations remain the same. None of CEVA, Holdings or any other person makes any recommendation as to whether holders should tender their securities in the Exchange Offers or provide the consents to the Proposed Amendments in the Consent Solicitations, and no one has been authorized to make such a recommendation. Holders of securities should read carefully the Offering Memorandum before making any decision with respect to the Recapitalization. In addition, holders must make their own decisions as to whether to tender their securities in the Exchange Offers, and if they so decide, the principal amount of the securities to tender. The new securities being offered in the Exchange Offers have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. The Exchange Offers are being made in the United States only to holders of securities who are both "qualified institutional buyers" or institutional "accredited investors" and "U.S. persons" and outside the United States only to persons other than "U.S. persons" who are "non-U.S. qualified offerees" (in each case, as such terms are used in the letter of eligibility). The Exchange Offers are made only by, and pursuant to, the terms set forth in the Offering Memorandum. The Exchange Offers are subject to certain significant conditions. The complete terms and conditions of the Exchange Offers are set forth in the Offering Memorandum and other documents relating to the Recapitalization, which have been distributed to eligible holders of securities. CEVA and Holdings have the right to amend, terminate or withdraw the Exchange Offers and the Consent Solicitations, at any time and for any reason, including if any of the conditions to the Exchange Offers is not satisfied. Documents relating to the Exchange Offers and the Consent Solicitations, including the Offering Memorandum will only be distributed to holders of securities who complete and return a letter of eligibility confirming that they are within the category of eligible holders for the Exchange Offers and the Consent Solicitations. Holders of securities who desire a copy of the eligibility letter should contact Garden City Group, the exchange agent for the Exchange Offers, at (855) 454-1733. About CEVA Group Plc Headquartered in the United Kingdom, CEVA -- http://www.cevalogistics.com-- is a non-asset based supply chain management company. The company has approximately 50,000 employees. With a presence in over 160 countries, it delivers supply chain solutions across a variety of sectors. For the year ending December 31, 2011, CEVA reported revenues on a preliminary unaudited basis of EUR6.9 billion. * * * As reported by the Troubled Company Reporter on April 10, 2013, Moody's Investors Service downgraded CEVA Group plc's Corporate Family Rating and Probability of Default Rating to Caa3 and Ca-PD from Caa1 and Caa1-PD respectively. At the same time, Moody's downgraded CEVA's senior secured ratings to B3 from B1; priority lien notes to Caa2 from Caa1, junior priority notes to C from Caa2 and senior unsecured notes to C from Caa3. Ratings (except notes rated C) were placed under review for downgrade. The rating action follows the company's announcement that it did not make interest payments due as of April 1, 2013 on the 11.5% junior priority lien notes due 2018 and 12.75% unsecured notes due 2020. CHINA ENERGY: PwC Zhonn Tian Raises Going Concern Doubt ------------------------------------------------------- China Energy Recovery, Inc., filed pm April 18, 2013, its annual report on Form 10-K for the year ended Dec. 31, 2012. PricewaterhouseCoopers Zhong Tian CPAs Limited Company, in Shanghai, China, expressed substantial doubt about China Energy's ability to continue as a going concern, citing the Company's accumulated deficits, negative working capital balance and negative cash flow. The Company reported net income of US$97,293 on US$92.5 million of revenues in 2012, compared with net income of US$2.0 million on US$91.0 million of revenues in 2011. Selling, general and administrative expenses were approximately US$13.2 million for the year ended Dec. 31, 2012, as compared to approximately US$10.0 million for the year ended Dec. 31, 2011, an increase of US$3.2 million or 32%. According to the regulatory filing, the Company recognized a gain on change in fair value of warrants and derivative liabilities of US$1.7 million in 2011 due to significant declines in the Company's stock price. A smaller gain of US$44,080 was recognized in 2012 due to small increases in the Company's stock price as the related contracts approached maturity. The CompanY's balance sheet at Dec. 31, 2012, showed US$84.1 million in total assets, US$76.2 million in total liabilities, and stockholders' equity of US$7.9 million. A copy of the Form 10-K is available at http://is.gd/mBx2QX Shanghai, P.R.C-based China Energy Recovery, Inc., through its subsidiaries and affiliates, is in the business of designing, fabricating, implementing and servicing industrial energy recovery systems. CHINA HYDROELECTRIC: Net Capital Deficit Cues Going Concern Doubt ----------------------------------------------------------------- China Hydroelectric Corporation filed on April 18, 2013, its annual report on Form 20-F for the year ended Dec. 31, 2012. Ernst & Young Hua Ming LLP, in Beijing, China, expressed substantial doubt about China Hydroelectric's ability to continue as a going concern, citing the Company's working capital deficiency of approximately US$81.0 million as of Dec. 31, 2012. The Company reported a net loss of US$1.1 million on US$85.4 million of revenues in 2012, compared with a net loss of US$55.3 million on US$54.6 million of revenues in 2011. Operating profit from continuing operations was $29.2 million for the year ended Dec. 31, 2012, compared to operating loss from continuing operations of $28.6 million for the year ended Dec. 31, 2011. According to the regulatory filing, this was principally as a result of the effect on revenues from significantly higher than average precipitation during 2012 compared to significantly lower than average precipitation during 2011, the relatively fixed nature of the Company's cost of revenue and decreased general and administrative expenses, as well as the effect of impairment loss on goodwill and long-lived assets and a one-time write off unamortized share-based compensation expense of $6.8 million in 2011. Interest expense from continuing operations increased by $3.3 million, or 13.3%, to $28.1 million in the year ended Dec. 31, 2012, compared to $24.8 million in the year ended Dec. 31, 2011. Net loss from continuing operations was $55.0 million and $5.1 million in in 2011 and 2012, respectively. The Company incurred income tax expenses from continuing operations of $1.5 million and $6.5 million in 2011 and 2012, respectively. The Company's balance sheet at Dec. 31, 2012, showed US$754.3 million in total assets, US$361.8 million in total liabilities, and stockholders' equity of US$392.5 million. A copy of the Form 20-F is available at http://is.gd/8Vg64Z Beijing, P.R.C.-based China Hydroelectric Corporation was formed in July 2006 as an exempted company under the laws of the Cayman Islands. The Company is a developer, owner and operator .of small hydroelectric power projects in China. CIRCUIT CITY: Hilco Streambank Selling Trademarks, Domain Names --------------------------------------------------------------- Hilco Streambank has been engaged to sell the Circuit City and CompUSA trademarks and domain names. "This is a unique opportunity for buyers to purchase the intellectual property of two iconic and widely-recognized consumer electronics retailing brand names," according to the firm's statement. The Circuit City and CompUSA intellectual property will be sold either separately or in a package. IP assets to be sold include: US and worldwide registered trademarks Related domain names including Circuitcity.com and Compusa.com Hilco Streambank is running a confidential sale process and is entertaining offers from interested parties. Please call Hilco Streambank for more information: Matt Helming Tel: 781-444-4940 E-mail: mhelming@hilcostreambank.com - and - Jack Hazan Tel: 212-610-5663 E-mail: jhazan@hilcostreambank.com About Circuit City Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products, entertainment software and related services in the U.S. and Canada. Circuit City Stores together with 17 affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 08-35653) on Nov. 10, 2008. InterTAN Canada, Ltd., which runs Circuit City's Canadian operations, also sought protection under the Companies' Creditors Arrangement Act in Canada. Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, served as the Debtors' general restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, acted as the Debtors' local counsel. The Debtors also tapped Kirkland & Ellis LLP as special financing counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special securities counsel; and FTI Consulting, Inc., and Rotschild Inc. as financial advisors. The Debtors' Canadian general restructuring counsel was Osler, Hoskin & Harcourt LLP. Kurtzman Carson Consultants LLC served as the Debtors' claims and voting agent. The Debtors disclosed total assets of $3,400,080,000 and debts of $2,323,328,000 as of Aug. 31, 2008. Circuit City opted to liquidate its 721 stores and obtained the Bankruptcy Court's approval to pursue going-out-of-business sales, and sell its store leases in January 2009. In May 2009, Systemax Inc., a multi-channel retailer of computers, electronics, and industrial products, acquired certain assets, including the name Circuit City, from the Debtors through a Court- approved auction. On Sept. 14, 2010, the Court entered an order confirming the Debtors' Plan of Liquidation, which created the Circuit City Stores, Inc. Liquidating Trust and appointed Alfred H. Siegel as Trustee. The Plan became effective Nov. 1, 2010. CLEARWIRE CORP: Crest Files Revised Proxy Statement on Merger ------------------------------------------------------------- Crest Financial Limited, the largest minority stockholder of Clearwire Corporation, on April 24 filed with the Securities and Exchange Commission (SEC) a revised preliminary proxy statement regarding the proposed merger between Clearwire Corporation and Sprint Nextel Corporation. Once its proxy statement is declared effective by the SEC, Crest intends to wage a campaign to convince the Clearwire stockholders to vote against the proposed merger. Crest has made a number of public statements, including through letters, press releases and filings with the Federal Communications Commission and the Delaware Court of Chancery, regarding its opposition to the Sprint-Clearwire merger. This process continued on April 23 in a new letter to the Clearwire Board of Directors. In the letter, Crest continued to express its strongly held belief that Clearwire should be left to realize the full value of its spectrum by implementing its multi-customer strategy as an independent company. Crest asserted that the market itself, as evidenced by the spectrum purchase offers from DISH Network and Verizon, demonstrates that this path is real. By contrast, Crest said that Clearwire's threats of bankruptcy or debt default are not real. In Crest's view, with a bidding war heating up for Clearwire's valuable spectrum through the SoftBank and DISH offers for Sprint and the offers made directly to Clearwire for spectrum, none of the relevant players would hand control of Clearwire's spectrum to Clearwire's bondholders through a debt default or bankruptcy filing. Crest's letter provided a detailed statement about how Clearwire's Board of Directors has not acted in the interests of the Clearwire stockholders other than Sprint. These include: -- The Board's handing to Sprint the value of the Clearwire spectrum without maintaining for itself the flexibility to pursue alternative transactions. This is in stark contrast to the Sprint Board, which has the right under its merger agreement with SoftBank to consider such alternatives and to terminate this merger agreement for a superior offer. -- The Board's failure to recognize the substantial value of Clearwire's spectrum. Using a pro forma cash flow analysis in Sprint's proxy statement, Crest shows that a combined Sprint- Clearwire provides to SoftBank a positive net present value in the range of $6.5 billion to $10.5 billion versus a standalone Sprint that has to build its own network. -- The Board's agreeing to a convertible debt instrument with Sprint the primary purpose of which is to force the Clearwire minority stockholders to make an untenable choice: Either accept Sprint's inadequate and unfair merger offer or suffer significant dilution of their shares to Sprint. -- The Board's failure to obtain the necessary consents to accept the convertible debt financing offers, and the liquidity that would go with them, from both Crest and Aurelius Capital Management LP. Crest also pointed out that it is Sprint, not Clearwire, that had to find a transaction partner to save it from its failing finances. While Sprint was starving for cash, overrun with debt, losing customers, and facing a very legitimate risk of bankruptcy, Clearwire had its valuable spectrum assets and the cash available to meet its build-out objectives. However, it was the Sprint Board, and not the Clearwire Board, that turned this situation into an advantage, Crest states in its letter. Finally, Crest's letter asks how the Clearwire Board could press ahead with a vote on the Sprint-Clearwire transaction when the fluid situation in the market leaves Clearwire's stockholders with a lack of clarity about what they are voting for or against as well as what is the future of Clearwire's majority stockholder, Sprint. Crest believes that the Clearwire Board is presenting the Clearwire stockholders with a choice: Take the inadequate offer from Sprint or allow Clearwire to continue on the independent path that Crest has described. Crest also asserts that the Clearwire Board should answer a number of questions so that the Clearwire stockholders can make an informed choice, including whether these market moves demonstrate that Clearwire's spectrum is significantly more valuable than the value the Sprint offer attributes to it; and who will control Sprint, Clearwire's majority stockholder, and what business plan will Sprint's new majority stockholder implement to realize the full value of Clearwire's spectrum. Crest has hired the proxy-solicitation firm D. F. King & Co., Inc. to help it oppose the proposed Sprint-Clearwire merger. Crest has also filed a lawsuit in Delaware against Sprint, Clearwire, the directors of Clearwire, and others because Crest believes that the defendants breached their fiduciary duties by scheming to extract value from Clearwire at the expense of the minority stockholders. In addition, Crest has petitioned the Federal Communications Commission to block the proposed Softbank-Sprint and Sprint- Clearwire transactions because they would treat minority stockholders of Clearwire unfairly and the transactions would not be in the public's best interest. About Crest Financial Limited Crest Financial Limited is a limited partnership under the laws of the State of Texas. Its principal business is investing in securities. About Clearwire Corporation Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR) -- http://www.clearwire.com/-- through its operating subsidiaries, is a provider of 4G mobile broadband network services in 68 markets, including New York City, Los Angeles, Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C., Atlanta and Boston. The Company reported a net loss attributable to the Company of $717.33 million in 2011, a net loss attributable to the Company of $487.43 million in 2010, and a net loss attributable to the Company of $325.58 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $8.14 billion in total assets, $5.86 billion in total liabilities and $2.28 billion in total stockholders' equity. * * * As reported by the Troubled Company Reporter on April 10, 2013, Standard & Poor's Ratings Services said that its 'CCC' corporate credit rating and all other ratings on Bellevue, Wash.-based wireless service provider Clearwire Corp. remain on CreditWatch, where they were placed with positive implications, on Dec. 13, 2012, following the announcement that majority-owner Sprint Nextel Corp. offered to purchase the remaining 49% stake in Clearwire that it did not already own. It is S&P's view that this acquisition would most likely be linked to consummation of Japan- based SoftBank Corp.'s pending purchase of Sprint Nextel. CPI CORP: Delays Fiscal 2013 Annual Report for Lack of Resources ---------------------------------------------------------------- CPI Corp. has determined that it is unable to timely file its annual report on Form 10-K for the year ended Feb. 2, 2013, and the Company expects that it will not be able to file the Form 10-K within the fifteen-day extension permitted by the rules of the U.S. Securities and Exchange Commission. On April 3, 2013, the Company permanently closed all of its studio and store operations located in the United States and Puerto Rico. As a result of the store and studio closures, the Company terminated approximately 4,332 employees. In addition, on April 15, 2013, the Superior Court of Justice in the Province of Ontario issued an order in the Application under Section 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, cB-3, as amended and Section 101 of the Courts of Justice Act, R.S.O. 1990, C.C.43, as amended, appointing Duff & Phelps Canada Restructuring Inc. as receiver and receiver and manager without security of all of the assets, undertakings and properties of CPI Corp., an unlimited liability company organized under the laws of Nova Scotia, CPI Portrait Studios of Canada Corp., an unlimited liability company organized under the laws of Nova Scotia, and CPI Canadian Images, an Ontario partnership, acquired for, or used in relation to a business carried on by the Debtors, including all proceeds thereof. The Debtors are indirect subsidiaries of the Company. As a result of these events, the Company is without the personnel or resources to complete the Form 10-K. The Company plans not to conduct business in the U.S. and Puerto Rico other than in connection with its corporate and disclosure obligations under law and in connection with the winding up of its affairs. About CPI Corp. Headquartered in St. Louis, Missouri, CPI Corp. provides portrait photography services at more than 2,500 locations in the United States, Canada, Mexico and Puerto Rico and provides on location wedding photography and videography services through an extensive network of contract photographers and videographers. The Company reported a net loss of $39.9 million on $123.2 million of net sales for the 24 weeks ended July 21, 2012, compared with a net loss of $5.6 million on $159.5 million of net sales for the 24 weeks ended July 23, 2011. The Company's balance sheet at July 21, 2012, showed $61 million in total assets, $159.6 million in total liabilities, and a stockholders' deficit of $98.6 million. CROWN POINT COUNCIL: Court to Review Jurisdiction in "Brown" Suit ----------------------------------------------------------------- E.D. Arkansas District Judge Kristine G. Baker on April 10 granted the motion for summary judgment filed by certain of the defendants in the lawsuit, DAVID BROWN, Plaintiff, v. PAUL BERHNDT, CROWN POINT TIME SHARING, INC., CROWN POINT COUNCIL OF CO-OWNERS, VICKI WHITED, CROWN POINT CONDOMINIUM OWNER'S ASSOCIATION, Defendants, Case No. 1:12-cv-00024-KGB (E.D. Ark.). Mr. Brown sued as a result of injuries obtained while on a family vacation at the Crown Point Condominiums, a private resort in Horseshoe Bend, Arkansas. Mr. Brown alleges causes of action under Title III of the Americans with Disabilities Act of 1990, 42 U.S.C. Sec. 12101, et seq.; the Fair Housing Act, 42 U.S.C. ? 3604; the Arkansas Fair Housing Act, Ark. Code Ann. Sec. 16-123- 201, et seq.; the Arkansas Civil Rights Act of 1993, Ark. Code Ann. Sec. 16-123-101, et seq.; and state-law negligence. The Brown Action has been stayed as to the Crown Point Council of Co-Owners, Inc., because the Council is currently a debtor in Chapter 11 bankruptcy (Bankr. E.D. Ark. Case No. 11-17617). In an April 10 Opinion and Order available at http://is.gd/apKrZj from Leagle.com, Judge Baker said, "defendants' motion for summary judgment is granted as to Mr. Brown's claims under Title III of the ADA and the FHA, and those claims are dismissed with prejudice. As to Mr. Brown's AFHA, ACRA, and state-law negligence claims, the Court declines to exercise supplemental jurisdiction over those claims. The period of limitations on Mr. Brown's state-law claims is tolled under 28 U.S.C. [Sec.] 1367(d) for 30 days after entry of judgment in this case, unless Arkansas gives a longer tolling period. Judgment will be entered accordingly." In an April 19 Substituted Opinion and Order available at http://is.gd/UiNxx7from Leagle.com, Judge Baker clarified that the "ruling does not apply to Mr. Brown's claims against the Council, which are stayed." As to Mr. Brown's AFHA, ACRA, and state-law negligence claims, Judge Baker said the Court "lacks diversity jurisdiction over these claims under 28 U.S.C. Sec. 1332 on the current record before the Court." Judge Baker also removed the case from the trial docket and directed the parties to brief the following issues: (1) How the Court should proceed in regard to the Council, which remains in bankruptcy and against which the action is stayed; (2) Whether 28 U.S.C. Sec. 1334 applies and, if so, whether the Court should exercise permissive abstention; (3) Whether the Court should allow the record to be reopened and supplemented for the sole purpose of establishing the Court's diversity jurisdiction; and (4) Whether, if diversity jurisdiction is lacking and supplementation of the record at this stage is not appropriate, the Court should decline to exercise supplemental jurisdiction over the remaining state law claims under 28 U.S.C. Sec. 1367. The Court set the following briefing schedule for the parties: opening briefs should be filed by May 3, 2013, responses are due ten business days after opening briefs are filed, and replies are due five business days after opening briefs are filed. DAVIS HEALTH: Liquidity Drop Cues Moody's to Lower Rating to B2 --------------------------------------------------------------- Moody's Investors Service downgraded Davis Health System's long- term rating to B2 from Ba2 and has placed the rating under review for downgrade. This action affects the Series 1998 Fixed Rate Hospital Revenue Bonds (approximately $8.0 million outstanding) and Series 1999 Fixed Rate Hospital Revenue Bonds ($5.6 million outstanding) issued through the Randolph County Commission. The action follows a substantial drop in liquidity and continued operating losses based on management-prepared unaudited, fiscal year 2012 financial statements ending December 31, 2012 and interim results through January 2013. Management reports the significant decline in unrestricted liquidity is largely associated to revenue cycle problems caused by the implementation of a new and upgraded electronic medical record IT system, that has led to a larger than anticipated increase in patient receivables. Management reports it has begun to address these issues and expects improvement in revenue cycle during FY 2013. DHS also reports it has received a $2 million payment for IT meaningful use payments that will be reflected in its March 2013 interim financials. Management reports DHS met all its covenants on outstanding privately-placed debt as of December 31, 2012 and remains in compliance, however, the system is in close proximity to its days cash on hand requirement under a bank loan agreement. Moody's expects to complete a full review within 90 days. The principal methodology used in this rating was Not-for-Profit Healthcare Rating Methodology published in March 2012. DEWEY & LEBOEUF: Insurer XL and Davis Settle for $19.5MM -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the pot for creditors of Dewey & LeBoeuf LLP will be enhanced with $19 million paid by XL Specialty Insurance Co., the provider of the defunct firm's management-liability policy. In addition, the firm's former Chairman Steven Davis will give the firm a note for $511,000. In return, Dewey will waive all claims against XL and Davis. The report relates that, assuming the settlement is approved at a May 13 hearing, the bankruptcy court will sign an order preventing individual creditors from suing Mr. Davis and XL, on the same terms as the protection given to former firm partners who settled. The amount of the note Davis will give in settlement is calculated under the same formula used to decide how much other partners were required to pay in exchange for waivers of claims. Mr. Davis never was sued. In November, the bankruptcy court authorized the creditors' committee to sue. The claims against XL and Davis were resolved through mediation. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February and implemented in March. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. The plan created a trust to collect and distribute remaining assets. The trust settled with XL and Davis. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf operated as a prestigious, New York City-based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. Dewey filed a Chapter 11 Plan of Liquidation and an accompanying Disclosure Statement on Nov. 21, 2012. It filed amended plan documents on Dec. 31, in an attempt to address objections lodged by various parties. A second iteration was filed Jan. 7, 2013. The plan is based on a proposed settlement between secured lenders and Dewey's official unsecured creditors' committee, as well as a settlement with former partners. On Feb. 27, 2013, the Bankruptcy Court confirmed Dewey & Leboeuf's Second Amended Chapter 11 Plan of Liquidation dated Jan. 7, 2013, As of the Effective Date of the Plan, the Debtor will be dissolved. DUFF & PHELPS: S&P Gives B Issuer Credit Rating; Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' issuer credit rating on Duff & Phelps Corp. following the completion of the company's $665.5 million leveraged buyout led by The Carlyle Group and Stone Point Capital LLC. The rating outlook is stable. In addition, S&P assigned its 'B' issue rating on the company's $349 million, seven-year first-lien term loan and $75 million, five-year first-lien revolver. S&P also assigned its '3' recovery rating on the debt issues, indicating its expectation for meaningful (50%-70%) recovery for lenders in the event of a payment default. The final credit agreement contains a negative covenant that prohibits additional indebtedness if the total net leverage ratio, as defined, exceeds 6.1x. The agreement also contains a financial covenant that prohibits borrowings under the revolver if such borrowings exceed 20% of the aggregate commitments under the revolver and if the first-lien net leverage ratio, as defined, is greater than 5.2x through year-end 2013. This first-lien net leverage ratio threshold eventually declines to 4.0x from June 30, 2017, through Dec. 31, 2018. RATINGS LIST New Ratings Duff & Phelps Corp. Issuer Credit Rating B/Stable/-- Senior Secured $349 mil. first-lien term loan due 2020 B Recovery Rating 3 $75 mil. first-lien revolver due 2018 B Recovery Rating 3 EAGLE RECYCLING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Eagle Recycling Systems Inc. 4711 Dell Avenue North Bergen, NJ 07047 Bankruptcy Case No.: 13-18412 Chapter 11 Petition Date: April 19, 2013 About the Debtor: Owned by the Marangi family, the company operates a solid waste transfer station and materials recovery facility in North Bergen. The company has a permit to process up to 1,000 tons per day and 6,000 tons of permitted materials per week. Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Rosemary Gambardella Debtor's Counsel: Vincent F. Papalia, Esq. SAIBER, LLC 18 Columbia Turnpike, Suite 200 Florham Park, NJ 07932 Tel: (973) 622-3333 Fax: (973) 622-3349 E-mail: vfp@saiber.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Jeffrey Marangi, authorized agent. Affiliate that simultaneously filed separate Chapter 11 petition: Entity Case No. ------ -------- Lieze Associates, Inc. 13-18413 Eagle Recycling's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Environmental Logistics Services -- $1,637,589 Div of ELS Transportation, LLC 15 Polhemus Lane Bridgewater, NJ 08807 Live Earth, LLC -- $788,273 6140 Parkland Boulevard, Suite 300 Mayfield Heights, OH 44124 American Rail Logistics, LLC -- $235,200 3465 South Arlington Road, Unit E Box 175 Akron, OH 44312 Township of North Bergen -- $149,697 Bill Frank Trucking -- $140,358 Thompson Hine, LLP -- $67,133 Treasurer State of NJ -- $66,777 Super Quality Oil Co. -- $48,693 Municipal Utilities Authority -- $46,215 North Berg Morvillo, Abramowitz -- $36,000 Scarinci & Hollenbeck, LLC -- $34,240 Van Dyk Baler Corp. -- $22,644 PSE & G -- $14,478 David M. DeClement, Esq. -- $13,781 SEP, LLC -- $8,925 PC Scale, Inc. -- $8,720 Binder Machinery -- $7,958 WV Tire Disposal, Inc. -- $5,000 IPFS Corporation -- $4,933 Trans Bearing Co., Inc. -- $4,754 EASTMAN KODAK: Brother to Buy Document Imaging Bus. for $210MM -------------------------------------------------------------- Eastman Kodak Company, on behalf of itself and its bankruptcy estate, entered into an Asset Purchase Agreement with Brother Industries, Ltd., pursuant to which Brother will acquire certain assets, and will assume certain obligations, primarily related to Kodak's Document Imaging business through a supervised sale under Section 363 of the Bankruptcy Code. The purchase price for the Transferred Assets under the Agreement is approximately $210 million, subject to certain price adjustments at and after closing. In addition, Brother will assume the deferred service revenue liability of the Business, which totaled approximately $67 million as of Dec. 31, 2012. In connection with the execution of the Agreement, Brother deposited $8.4 million into an escrow account as a good faith deposit, which will either be applied to the Purchase Price or released to one of the parties in accordance with the Agreement. Additional parties to the transaction are Kodak Near East, Inc. and, with respect to certain provisions, Eastman Kodak Holdings B.V. In accordance with the Agreement, Kodak filed a motion on April 18, 2013, with the Bankruptcy Court for, among other things, authority to sell the Transferred Assets to Brother pursuant to Section 363 of the Bankruptcy Code and the entry of an order establishing bidding procedures to permit higher and better bids, setting a date for an auction should such bids be received and setting a hearing date for the approval of the sale of the assets to the winning bidder. Simultaneously with the execution of the Agreement, Brother made irrevocable offers to purchase the assets of the Business located in Belgium, France and the Netherlands pursuant to the terms set forth therein, which are substantially similar to the terms contained in the Agreement. Pursuant to mandatory provisions of local law, no decision may be taken as to the disposal of the assets located in Belgium, France and the Netherlands until a consultation process with the local works' councils is completed. For the same reasons, the transfer of certain assets of the Swiss subsidiary, Eastman Kodak SARL, related to France, Belgium and the Netherlands, is subject to the transfer of the corresponding assets located in France, Belgium and the Netherlands. The irrevocable offers expire on March 31, 2014. The consummation of the transactions contemplated by the Agreement is subject to higher or better competing bids, approval of the Bankruptcy Court and the satisfaction or waiver of certain customary closing conditions, including, but not limited to: (i) the fulfillment of typical covenants and agreements and the confirmation of certain representations and warranties set forth in the Agreement, (ii) the receipt of any required third party consents or governmental approvals, and (iii) the release of certain bankruptcy liens. The Agreement contains representations and warranties of Kodak, including, among others, with respect to consents of governmental authorities, financial statements, certain specified material contracts, compliance with laws, litigation, employee benefits, taxes, insurance, intellectual property, environmental matters and ownership, authority and good standing. The Agreement contains a non-solicitation provision pursuant to which Kodak has agreed not to solicit certain offers for an alternative transaction solely to acquire all or a material portion of the Business prior to the entry of the Bidding Procedures Order and, if Brother is selected as the successful bidder, during the period following such selection until the valid termination of the Agreement. However, Kodak is permitted to take any actions it deems necessary or advisable to pursue and, if practicable, consummate an alternative transaction that is not a Standalone Transaction or a retention of the Business until June 6, 2013. After June 6, 2013, Kodak is subject to a non- solicitation provision with respect to a Bundled Transaction. Kodak has entered into covenants in the Purchase and Sale Agreement, including, among others, covenants (i) to operate the Business in the ordinary course consistent with past practice, and not to enter into certain types of transactions, (ii) to use reasonable best efforts to obtain necessary regulatory consents, and (iii) subject to certain exceptions, not to engage in specified activities competitive with the Business for specified periods following the closing date. The Agreement contains certain termination rights for Kodak and Brother, as the case may be, applicable upon, among other events and subject to certain exceptions, (i) the transaction not having been consummated on or prior to Sept. 3, 2013, (ii) the entry of a final and non-appealable order prohibiting the consummation of the transaction in certain jurisdictions, (iii) an uncured breach of representations, warranties or covenants that would result in the non-satisfaction of the related closing conditions that is not cured within 30 days or Sept. 3, 2013, if earlier, (iv) certain actions by the Bankruptcy Court or Kodak in furtherance of an alternative transaction, (v) Kodak's delivery of a notice on or prior to June 6, 2013 of Kodak's intention to pursue a Bundled Transaction or (vi) if the Bidding Procedures Order is not entered prior to 14 days following the filing of the Bidding Procedures and Sale Motion. The Agreement further provides that Kodak will be obligated to pay a break-up fee to Brother of approximately $8.3 million in certain circumstances, including (i) Kodak taking certain actions in furtherance of an alternative transaction and (ii) Kodak entering into an alternative transaction within six months of the Agreement being terminated due to certain other termination events mentioned in the preceding paragraph. The Agreement also provides that Kodak will be obligated to pay for Brother's expenses in certain circumstances, including Kodak's breach of any representations, warranties or covenants or the consummation of a competing transaction with another bidder. This expense reimbursement will be the sum of certain expenses incurred in connection with the execution of the Agreement and the consummation of the transactions contemplated thereby (which amount will not exceed approximately $3.5 million) and expenses incurred after the execution of the Agreement in connection with, among other items, employment matters, setting up foreign acquisition entities, application fees related to antitrust filings and finalization of certain ancillary agreements (which amount shall not exceed approximately $2 million). The Agreement also contains certain indemnification provisions whereby Kodak will indemnify Brother for, among other matters, excluded liabilities, and Brother will indemnify Kodak for, among other matters, certain post-closing liabilities of the Business. Upon the closing of the transactions contemplated by the Agreement, the parties will enter into certain ancillary agreements, including, among others, (i) a real estate lease, pursuant to which Kodak will lease to Brother approximately 141,000 square feet of office space at Eastman Business Park in Rochester, New York for a period of three years subject to the terms and conditions set forth therein, (ii) an equipment supply agreement, pursuant to which Kodak Electronic Products Shanghai, an affiliate of Kodak, will supply Brother with products sold in the Business for a period of four years subject to the terms and conditions set forth therein, (iii) a trademark license agreement, pursuant to which Kodak will grant to Brother and certain of Brother's subsidiaries a five year worldwide exclusive license to utilize the Kodak brand and trade dress in the document imaging field, (iv) certain license agreements, pursuant to which Brother will (A) license certain rights in all patents owned by Kodak (other than patents included in the Transferred Assets), (B) sublicense certain rights retained by Kodak in the DC/KISS patents sold to the DC/KISS Licensors (as defined in the DC/KISS Patents Sublicense Agreement), and (C) license certain rights in all software (other than software included in the Transferred Assets) and intellectual property (other than any patents, trademarks, or know-how) owned by Kodak and used in the operation of the Business as of the closing date, (v) a patent grant-back license agreement, pursuant to which Kodak will license back from Brother certain rights in the patents included in Transferred Assets, and (vi) transition services and reverse transition services agreements. 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. EVERGREEN OIL: Waste Oil Collector Set for June 24 Auction ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Evergreen Oil Inc., a waste oil collector and re-refiner, will sell the business at auction on June 24. The bankruptcy court in Santa Ana, California, approved auction and sale procedures this week. Preliminary bids are due May 23. A hearing to approve the sale will take place quickly after the auction. About Evergreen Oil Headquartered in Irvine, California, with facilities located in Newark and Carson, California, Evergreen Oil Inc. is one of the largest waste oil collectors in California, and the only oil re-refining operation in California. Founded in 1984, EOI is also a major provider of hazardous waste services, offering customers across California a full range of environmental services to handle all of their waste management needs. Evergreen Oil and its parent, Evergreen Environmental Holdings, Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos. 13-13163 and 13-13168) on April 9, 2013, in Santa Ana California. The Debtors on the petition date filed applications to employ Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel; Jeffer, Mangels Butler & Mitchell L.L.P. as special corporate counsel effective; and Cappello Capital Corp. as exclusive investment banker. The Debtors each estimated assets and debts of $50 million to $100 million. According to the docket, the formal schedules of assets and liabilities are due April 23, 2013. ENTERTAINMENT PUBLICATIONS: Fetches $17.6 Million at Auction ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the liquidating trustee for Entertainment Publications LLC was authorized this week to sell most of the assets after auction under a contract valued at $17.6 million. The report notes that the company didn't attempt to reorganize in Chapter 11. It filed a petition for liquidation in Chapter 7 on March 12 in Delaware. A trustee was appointed automatically to sell the assets. According to the report, the buyer is HSP-EPI Acquisitions LLC. The purchase price included $6.33 million in cash, a note for $5.5 million, and warrants for 10 percent of the buyer's stock. About Entertainment Publications Troy-Michigan based Entertainment Publications LLC, a producer of discount and promotion products, filed for Chapter 7 liquidation on March 12 in Delaware (Case No. 13-10496). The company was founded in 1962 by Hughes and Sheila Potiker as Sports Unlimited, selling 8,000 coupon books in the Detroit area. The company was acquired in 2008 by an affiliate of MHE Private Equity Fund LLC, which said at the time that the sale and accompanying tax benefit to seller IAC/InterActive Corp. was valued at about $135 million. The petition described the assets as worth less than $50 million with debt totaling more than $50 million. Christopher Ward, Esq., vice chairman of the bankruptcy and financial restructuring practice group at the Kansas City, Mo.- based law firm Polsinelli Shughart, represents the company. In March 2011, the company rebranded itself as Entertainment Promotions LLC, which has been its d.b.a. since then. The bankruptcy appears to be fallout between Menard and his longtime friend and former business partner in MH Equity Partners, Steve Hilbert. Hilbert was removed from control of the private equity fund. Menard wanted Hilbert out because MH Private Equity's investments have lost 70 percent of their value, according to a lawsuit filed in November 2012 in Wisconsin by Merchant Capital and Menard Inc. MH Private Equity spent $495 million to buy or invest in eight companies, including Entertainment Publications. Those investments have lost $344 million of their value since the fund was founded in 2005. FIBERTOWER NETWORK: Court OKs Changes to Cash Collateral Order -------------------------------------------------------------- Judge D. Michael Lynn of the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, approved FiberTower Network Services Corp., et al.'s second motion to modify the Final Cash Collateral Order to provide, among other things, that the 13-week cash flow may be amended from time to time with the prior written consent of the first lien trustee and holders of at least 85% of the aggregate outstanding amount of the first lien notes held by consenting Noteholders. About FiberTower Corporation FiberTower Corporation, FiberTower Network Services Corp., FiberTower Licensing Corp., and FiberTower Spectrum Holdings LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos. 12-44027 to 12-44031) on July 17, 2012, together with a plan support agreement struck with prepetition secured noteholders. FiberTower is an alternative provider of facilities-based backhaul services, principally to wireless carriers, and a national provider of millimeter-band spectrum services. Backhaul is the transport of voice, video and data traffic from a wireless carrier's mobile base station, or cell site, to its mobile switching center or other exchange point. FiberTower provides spectrum leasing services directly to other carriers and enterprise clients, and also offer their spectrum services through spectrum brokerage arrangements and through fixed wireless equipment partners. FiberTower's significant asset is the ownership of a national spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum licenses, including over 740 MHz in the top 20 U.S. metropolitan areas and, in the aggregate, roughly 1.72 billion channel pops (calculated as the number of channels in a given area multiplied by the population, as measured in the 2010 census, covered by these channels). FiberTower believes the Spectrum Portfolio represents one of the largest and most comprehensive collections of millimeter wave spectrum in the U.S., covering areas with a total population of over 300 million. As of the Petition Date, FiberTower provides service to roughly 5,390 customer locations at 3,188 deployed sites in 13 markets throughout the U.S. The fixed wireless portion of these hybrid services is predominantly through common carrier spectrum in the 11, 18 and 23 GHz bands. FiberTower's biggest service markets are Dallas/Fort Worth and Washington, D.C./Baltimore, with additional markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit, Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco and Tampa. As of June 30, 2012, FiberTower's books and records reflected total combined assets, at book value, of roughly $188 million and total combined liabilities of roughly $211 million. As of the Petition Date, FiberTower had unrestricted cash of roughly $23 million. For the six months ending June 30, 2012, FiberTower had total revenue of roughly $33 million. With the help of FTI Consulting Inc., FiberTower's preliminary valuation work shows that the Company's enterprise value is materially less than $132 million -- i.e., the approximate principal amount of the 9.00% Senior Secured Notes due 2016 outstanding as of the Petition Date. The preliminary valuation work is based upon the assumption that FiberTower's spectrum licenses will not be terminated. Fibertower Spectrum disclosed $106,630,000 in assets and $175,501,975 in liabilities as of the Chapter 11 filing. Judge D. Michael Lynn oversees the Chapter 11 case. Lawyers at Andrews Kurth LLP serve as the Debtors' lead counsel. Lawyers at Hogan Lovells and Willkie Farr and Gallagher LLP serve as special FCC counsel. FTI Consulting serve as financial advisor. BMC Group Inc. serve as claims and noticing agent. The petitions were signed by Kurt J. Van Wagenen, president. Wells Fargo Bank, National Association -- as indenture trustee and collateral agent to the holders of 9.00% Senior Secured Notes due 2016 owed roughly $132 million as of the Petition Date -- is represented by Eric A. Schaffer, Esq., at Reed Smith LLP. An Ad Hoc Committee of Holders of the 9% Secured Notes Due 2016 is represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya, Esq., at Stroock & Stroock & Lavan LLP. Wells Fargo and the Ad Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark Elmore, Esq., at Haynes and Boone, LLP, as local counsel. U.S. Bank, National Association -- in its capacity as successor indenture trustee and collateral agent to holders of the 9.00% Convertible Senior Secured Notes due 2012, owed $37 million as of the Petition Date -- is represented by Michael B. Fisco, Esq., at Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq., at McGuire Craddock & Strother PC as local counsel. William T. Neary, the U.S. Trustee for Region 6 appointed five members to the Official Committee of Unsecured Creditors in the Debtors' cases. The Committee is represented by Otterbourg, Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman & Leonard, P.A. Goldin Associates, LLC serves as its financial advisors. FIBERTOWER NETWORK: Administrative Claims Bar Date Set for May 31 ----------------------------------------------------------------- Each person or entity, including governmental units, that holds or wishes to assert an administrative claim arising under Sections 503(b) or 507(a)(2) of the Bankruptcy Code against FiberTower Network Services Corp., et al.'s estates that arose during the period from the Petition Date to April 30, 2013, must file a request for allowance of that administrative expense claim no later than May 31, 2013. About FiberTower Corporation FiberTower Corporation, FiberTower Network Services Corp., FiberTower Licensing Corp., and FiberTower Spectrum Holdings LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos. 12-44027 to 12-44031) on July 17, 2012, together with a plan support agreement struck with prepetition secured noteholders. FiberTower is an alternative provider of facilities-based backhaul services, principally to wireless carriers, and a national provider of millimeter-band spectrum services. Backhaul is the transport of voice, video and data traffic from a wireless carrier's mobile base station, or cell site, to its mobile switching center or other exchange point. FiberTower provides spectrum leasing services directly to other carriers and enterprise clients, and also offer their spectrum services through spectrum brokerage arrangements and through fixed wireless equipment partners. FiberTower's significant asset is the ownership of a national spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum licenses, including over 740 MHz in the top 20 U.S. metropolitan areas and, in the aggregate, roughly 1.72 billion channel pops (calculated as the number of channels in a given area multiplied by the population, as measured in the 2010 census, covered by these channels). FiberTower believes the Spectrum Portfolio represents one of the largest and most comprehensive collections of millimeter wave spectrum in the U.S., covering areas with a total population of over 300 million. As of the Petition Date, FiberTower provides service to roughly 5,390 customer locations at 3,188 deployed sites in 13 markets throughout the U.S. The fixed wireless portion of these hybrid services is predominantly through common carrier spectrum in the 11, 18 and 23 GHz bands. FiberTower's biggest service markets are Dallas/Fort Worth and Washington, D.C./Baltimore, with additional markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit, Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco and Tampa. As of June 30, 2012, FiberTower's books and records reflected total combined assets, at book value, of roughly $188 million and total combined liabilities of roughly $211 million. As of the Petition Date, FiberTower had unrestricted cash of roughly $23 million. For the six months ending June 30, 2012, FiberTower had total revenue of roughly $33 million. With the help of FTI Consulting Inc., FiberTower's preliminary valuation work shows that the Company's enterprise value is materially less than $132 million -- i.e., the approximate principal amount of the 9.00% Senior Secured Notes due 2016 outstanding as of the Petition Date. The preliminary valuation work is based upon the assumption that FiberTower's spectrum licenses will not be terminated. Fibertower Spectrum disclosed $106,630,000 in assets and $175,501,975 in liabilities as of the Chapter 11 filing. Judge D. Michael Lynn oversees the Chapter 11 case. Lawyers at Andrews Kurth LLP serve as the Debtors' lead counsel. Lawyers at Hogan Lovells and Willkie Farr and Gallagher LLP serve as special FCC counsel. FTI Consulting serve as financial advisor. BMC Group Inc. serve as claims and noticing agent. The petitions were signed by Kurt J. Van Wagenen, president. Wells Fargo Bank, National Association -- as indenture trustee and collateral agent to the holders of 9.00% Senior Secured Notes due 2016 owed roughly $132 million as of the Petition Date -- is represented by Eric A. Schaffer, Esq., at Reed Smith LLP. An Ad Hoc Committee of Holders of the 9% Secured Notes Due 2016 is represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya, Esq., at Stroock & Stroock & Lavan LLP. Wells Fargo and the Ad Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark Elmore, Esq., at Haynes and Boone, LLP, as local counsel. U.S. Bank, National Association -- in its capacity as successor indenture trustee and collateral agent to holders of the 9.00% Convertible Senior Secured Notes due 2012, owed $37 million as of the Petition Date -- is represented by Michael B. Fisco, Esq., at Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq., at McGuire Craddock & Strother PC as local counsel. William T. Neary, the U.S. Trustee for Region 6 appointed five members to the Official Committee of Unsecured Creditors in the Debtors' cases. The Committee is represented by Otterbourg, Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman & Leonard, P.A. Goldin Associates, LLC serves as its financial advisors. FIRST SECURITY: EJF Capital Held 9.7% Equity Stake at April 12 -------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, EJF Capital LLC and its affiliates disclosed that, as of April 12, 2013, they beneficially owned 6,080,000 shares of common stock of First Security Group, Inc., representing 9.7% of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/b9VeCF 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. FIRSTPLUS FINANCIAL: Dallas Judge Affirms Plan Confirmation ----------------------------------------------------------- District Judge Sam A. Lindsay in Dallas affirmed the bankruptcy court's Feb. 7, 2012 order confirming the Chapter 11 Trustee's amended plan of liquidation for FirstPlus Financial Group, Inc., and tossed out the appeal taken by Hulse Stucki, a general unsecured creditor to FirstPlus. Mr. Stucki contends the Plan, which treats the unsecured claims of certain FirstPlus shareholders the same as the claims of general unsecured creditors, violates 11 U.S.C. Sec. 1129(a)(1) and (a)(3) because (1) the shareholder claims are subject to mandatory subordination pursuant to 11 U.S.C. Sec. 510(b); and (2) allowing payments to the shareholders when the general unsecured creditors have not been paid in full violates the absolute priority rule in 11 U.S.C. Sec. 1129(b)(2)(B)(ii). Mr. Stucki filed a general unsecured proof of claim of $121,236. The District Court, however, held that the bankruptcy court did not err in finding that the payments to the shareholders when the general unsecured creditors were not paid in full does not violate the absolute priority rule. The case is HULSE STUCKI, Appellant, v. MATTHEW ORWIG, Chapter 11 Trustee, Appellee, Civil Action No 3:12-CV-1064-L (N.D. Tex.). A copy of the Court's April 12, 2013 Memorandum Opinion and Order is available at http://is.gd/b8V33afrom Leagle.com. About FirstPlus Financial Based in Beaumont, Texas, FirstPlus Financial Group, Inc. (Pink Sheets: FPFX) -- http://www.firstplusgroup.com/-- was a diversified company that provided commercial loan, consumer lending, residential and commercial restoration, facility (janitorial and maintenance) services, insurance adjusting services, construction management services and a facilities and restoration franchise business. The Company had three direct subsidiaries, Rutgers Investment Group, Inc., FirstPlus Development Company and FirstPlus Enterprises, Inc. In turn, FirstPlus Enterprises, Inc., had three of its own direct subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility Services Co., LLC and The Premier Group, LLC. FirstPlus Restoration and FirstPlus Facility jointly owned FirstPlus Restoration & Facility Services Company. Additionally, FirstPlus Development had one direct subsidiary FirstPlus Acquisitions-1, Inc. A subsidiary of FirstPlus Financial Group -- FirstPlus Financial Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, amid turmoil in the asset-backed securitization markets and the lack of a reliable, committed secondary take-out source for high LTV loans. A modified third amended reorganization plan was confirmed in that case in April 2000. FirstPLUS Financial Group filed for Chapter 11 protection (Bankr. N.D. Tex. Case No. 09-33918) on June 23, 2009. Aaron Michael Kaufman, Esq., and George H. Tarpley, Esq., at Cox Smith Matthews Incorporated, served as counsel. The Debtor had total assets of $15,503,125 and total debts of $4,539,063 as of June 30, 2008. FirstPLUS Financial Group disclosed $1,264,637 in assets and $10,347,448 in liabilities as of the Chapter 11 filing. Matthew D. Orwig was appointed as the Chapter 11 trustee in the Debtor's cases. He is represented by Peter A. Franklin, Esq., and Erin K. Lovall, Esq., at Franklin Skierski Lovall Hayward LLP. Franklin Skierski was elevated to lead counsel from local counsel in the stead of Jo Christine Reed and SNR Denton US LLP, due to the maternity leave of Ms. Reed. Kurtzman Carson Consultants served as notice and balloting agent. FISKER AUTO: Execs, DoE Officer Appear at House Committee Hearing ----------------------------------------------------------------- Jamie Mason, writing for The Deal Pipeline, reports that executives at Fisker Automotive Inc. and the Department of Energy's supervisory senior investment officer Nicholas Whitcombe were scheduled to testify April 24 in front of the U.S. House of Representatives subcommittee of the Oversight and Government Reform Committee led by chairman Jim Jordan, a republican U.S. Representative for Ohio's 4th congressional district. According to The Deal, the hearing was titled "Green Energy Oversight: Examining the Department of Energy's Bad Bet on Fisker Automotive" and was to examine taxpayer support offered to Fisker, including the $529 million loan Fisker received from the U.S. Department of Energy. Fisker executives Henrik Fisker, the company's former chairman and founder; Tony Posawatz, its CEO; and Bernhard Koehler, its chief operating officer; were witnesses for the testimony. Witnesses were to give sworn testimony regarding whether the Fisker loan is in default or the company has made its scheduled payments. Days before the hearing, the U.S. Department of Energy said it seized $21 million from Fisker. "On April 11, the Department recouped the company's approximately $21 million reserve account - - funds that came from the company's sales and investors, not our loan -- and will apply those funds to the loan," DOE representative Aoife McCarthy said in an e-mailed statement, according to The Deal report. "Given the obvious difficulties the company is facing, we are taking strong and appropriate action on behalf of [U.S.] taxpayers. Using the safeguards we write into our loan agreements, the Department stopped disbursing on the loan in June 2011 after the company fell short of the aggressive milestones that we had established as a condition of the loan. As a result, while our original loan commitment was for $529 million, only $192 million was actually disbursed," Mr. McCarthy said. According to The Deal, Sam Hamadeh, founder and CEO at PrivCo LLC, which provides financial data on privately held companies, said Fisker has defaulted on numerous loan terms since at least June 2011. The Deal relates that, according to exclusive information provided by Mr. Hamadeh, "Fisker 'missed' its first interest payment [on April 22] in purely layman's terms in that [the company] did not have sufficient cash left in their own unrestricted cash bank accounts to make the $20.2 million first loan payment." However, "with DOE knowledge and tacit approval, Fisker requested a withdrawal of $20.2 million from its restricted cash reserve account held at the Federal Financing Bank as a 'blocked' account as secured collateral . . . for the protection of U.S. taxpayers," Hamadeh said. "Then [Fisker] used that withdrawal to make the loan payment, though in this case the $20.2 million was wired directly to the DOE Energy Vehicle Loan Fund as a timely payment by Fisker of its first $20.2 million loan repayment," Mr. Hamadeh said. According to Mr. Hamadeh, these actions will give Fisker three more months before its next scheduled loan payment is due to the Department of Energy on July 22, and allowed the company to avoid a default, foreclosure or a Chapter 11 bankruptcy filing before the Congressional hearing Wednesday. The Deal notes Fisker has been working with J. Stephen Worth, a senior managing director at Evercore Partners Inc., since December. Mr. Worth couldn't be reached for comment Tuesday. Fisker also hired Kirkland & Ellis LLP to advise it on a restructuring, but the law firm refused to comment. Meanwhile, The Wall Street Journal's Yuliya Chernova and Mike Ramsey recount Fisker's rise and fall in this article http://is.gd/g1N4UP FONTAINEBLEAU LAS VEGAS: Spiegelworld Wins Favorable Ruling ----------------------------------------------------------- Miami Bankruptcy Judge A. Jay Cristol granted Spiegelworld, LLC's motion for summary judgment in the lawsuit filed against it by the Chapter 7 trustee for Fontainebleau Las Vegas Holdings, LLC. The Chapter 7 Trustee's complaint seeks avoidance of a preferential transfer made on April 17, 2009, for $40,000. Spiegelworld, however, argues it provided $80,000 worth of new value to the Debtors after receiving the $40,000 preferential payment, and that the Defendant did not receive any payments for the services rendered after the preferential payment date. The Debtors and the Defendant entered into a contract on Oct. 24, 2008, where the Defendant would provide services to design a theater venue and create, produce, and execute a live theater show exclusively for the Debtors. The lawsuit is, SONEET R. KAPILA, Chapter 7 Trustee of the estate of FONTAINEBLEAU LAS VEGAS HOLDINGS, LLC, et al., Plaintiff, v. SPIEGEL, LLC, Defendant, Adv. Proc. No. 11-02091 (Bankr. S.D. Fla.). A copy of the Court's April 12, 2013 Order is available at http://is.gd/axx7L8from Leagle.com. Moumita Rahman, Esq. -- moumita@rahmanlawpllc.com -- at Law Firm of Moumita Rahman, PLLC, in New York, represents the Defendant. About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was planned as a hotel-casino on property along the Las Vegas Strip. Its developer, Fontainebleau Las Vegas Holdings LLC and affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 09-21481) on June 9, 2009. Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors in their restructuring effort. Kurtzman Carson Consulting LLC served as the Debtors' claims agent. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represented the Official Committee of Unsecured Creditors. Fontainebleau Las Vegas LLC estimated more than $1 billion in assets and debts, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings LLC estimated less than $50,000 in assets. In February 2010, Icahn Enterprises L.P. acquired Fontainebleau for roughly $150 million. The bankruptcy case was subsequently converted to Chapter 7. Soneet R. Kapila has been named the trustee for the Chapter 7 case of Fontainebleau Las Vegas. FREESEAS INC: Incurs $30.8 Million Net Loss in 2012 --------------------------------------------------- Freeseas Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F disclosing a net loss of US$30.88 million on US$14.26 million of operating revenues for the year ended Dec. 31, 2012, as compared with a net loss of US$88.19 million on US$29.53 million of operating revenues for the year ended Dec. 31, 2011. The Company incurred a net loss of US$21.82 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed $114.35 million in total assets, $106.55 million in total liabilities and $7.80 million in total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. It has also failed to make required payments to Deutsche Bank Nederland as agreed to in its Sept. 7, 2012, amended and restated facility agreement and received notices of default from First Business Bank. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 20-F is available for free at: http://is.gd/hYqLac About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. GGW BRANDS: Trustee Sues Founder Joe Francis -------------------------------------------- Katy Stech, writing for Dow Jones Newswires, reports that R. Todd Neilson, who recently took control of Girls Gone Wild's companies, filed a lawsuit Tuesday with the U.S. Bankruptcy Court in Los Angeles, asking Judge Sandra Klein to issue a restraining order that would keep the company's founder Joe Francis more than 100 feet away from company's Santa Monica office and bar him from contacting its 17 employees. Mr. Neilson accused Mr. Francis of making violent threats to employees on Sunday -- including threats of physical harm -- on the claim that some Girls Gone Wild employees "were not obeying his commands." The report relates Mr. Neilson also said Mr. Francis has tried to block his investigation into the company's finances, which violates the U.S. Bankruptcy Code's automatic stay rule that blocks outsiders from "exercise[ing] control over property" of the company. Mr. Neilson also said the court should punish Mr. Francis with a "monetary civil sanction" of an unspecified amount, though he acknowledged that such a sanction might be difficult to collect. Mr. Francis is represented by David Houston, Esq. Dow Jones reports the lawyer was in court on Wednesday morning and not available to comment on the lawsuit. Dow Jones relates Mr. Neilson took over the companies earlier this month amid complaints that they had been improperly paying for Mr. Francis's luxury cars and mansion stays in California and Mexico -- all business expenses that company executives had argued were crucial to projecting his "bad boy" image. According to the report, Ronald Tym, an attorney for GGW Brands, told Dow Jones that the company won't appeal Mr. Neilson's appointment. "The Chapter 11 trustee's goals are the same as ours would be: to make the company healthy again," Tym said. About GGW Brands Santa Monica, California-based GGW Brands, LLC, the company behind the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-15130) on Feb. 27, 2013. Judge Sandra R. Klein oversees the case. The company is represented by the Law Offices of Robert M. Yaspan. The company disclosed $0 to $50,000 in estimated assets and $10 million to $50 million in estimated liabilities in its petition. Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC also sought Chapter 11 protection. In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as Chapter 11 Trustee to take over the companies. Mr. Neilson has investigated failed solar-power company Solyndra and was involved in the Mike Tyson and Death Row Records bankruptcy cases. GLOBALSTAR INC: Forbearance with Noteholders Extended to April 29 ----------------------------------------------------------------- Globalstar, Inc., said that the forbearance agreement with respect to the Company's 5.75% Convertible Senior Notes due 2028 has been amended to extend the forbearance period through 11:59 pm (ET) on April 29, 2013, as negotiations with the forbearing note holders continue. Additionally, the extension will allow additional time to obtain required consents from the Company's senior secured lenders regarding an exchange transaction. To the extent this process is not complete by April 29, 2013, the forbearance agreement may be extended further by agreement of the parties; however, there is no assurance any further extension will be provided. In exchange for the extension, the Company has agreed to issue shares of its voting common stock to the forbearing note holders who have executed the most recent amendment if an exchange transaction is not consummated within five days after the end of the forbearance period. Jay Monroe, Globalstar's Chairman and CEO, said, "This extension was necessary to provide the additional time necessary to secure the proper approvals to consummate a transaction. We look forward to a successful exchange transaction and will continue to provide updates regarding this process." The forbearing note holders have agreed, during the forbearance period, not to exercise any rights or remedies under the Existing Notes on account of the failure by the Company either to repurchase the Existing Notes upon the April 1, 2013, put date or to make its regularly scheduled April 1, 2013, interest payment, including without limitation, taking any action to accelerate the Existing Notes. The forbearing note holders have also directed the trustee not to take any action on account of the Specified Defaults. The Company's other series of senior unsecured notes include cross acceleration provisions which may be triggered by an acceleration of the Existing Notes if such acceleration is not rescinded within 30 days. Accordingly, so long as the forbearance period is extended, the Existing Notes can not be accelerated and no cross- acceleration provisions of the other series of notes will be triggered as a result of the Specified Defaults. Should the forbearance period terminate and the Company not cure the Specified Defaults, cross-acceleration would be triggered only if the Existing Notes are accelerated and the acceleration is not rescinded within 30 days. Any exchange arrangement for the Existing Notes is subject to final negotiation and execution of definitive agreements. Globalstar is seeking the consent of the lenders under its senior secured credit facility to the restructuring; however, there is no assurance that consent will be obtained. Until definitive agreements are negotiated in their entirety and executed, and the transactions contemplated thereby are consummated, there can be no assurance that any debt restructuring will be completed by the end of the forbearance period or at all. About Globalstar Covington, Louisiana-based Globalstar Inc. provides mobile satellite voice and data services. Globalstar offers these services to commercial and recreational users in more than 120 countries around the world. The Company's products include mobile and fixed satellite telephones, simplex and duplex satellite data modems and flexible service packages. * * * As reported by the Troubled Company Reporter on June 13, 2012, Globalstar Inc. announced on May 16, 2012, the decision of the arbitrators in the commercial arbitration concerning its 2009 satellite manufacturing contract with Thales Alenia Space France. Although the Company and Thales may agree to other terms, the arbitrators' ruling requires Globalstar to pay Thales approximately EUR53 million in Phase 3 termination charges by June 9, 2012. The Company disputes the merits of the Award and is currently considering its options to oppose, seek to vacate, or otherwise challenge the Award. On June 11, Globalstar said it did not make payment of the Award to Thales on or prior to June 9. As a result, among other things, the Award has begun to accrue simple interest. The Company continues to engage in discussions with Thales in an effort to reach a consensual resolution. On May 23, 2012, Thales commenced an action in the District Court for the Southern District of New York by filing a petition to affirm the Award. The Company is currently in negotiations with Thales in an effort to reach an amicable resolution of their disputes. In the event the parties fail to reach such an agreement, the Company currently intends to move to vacate the Award. On the same date that Thales commenced the New York Proceeding, Thales sent a notice to the agent under the Company's secured bank facility, pursuant to section 2.3 of a Direct Agreement between Thales, Globalstar, and the Agent, dated June 5, 2009, notifying the Agent, among other things, of the Award, that it deems the failure to pay the Award a default under the Construction Agreement, and that it is reserving all of its rights under the Direct Agreement and the Construction Agreement, including the right to suspend performance under the Direct Agreement, if the Company's default is not cured within 30 days of receipt of the Notice. Pursuant to section 2.3 of the Direct Agreement, Thales must wait 30 days from the date of notice to the Agent before suspending performance under the Construction Agreement and, if the default is not cured 30 days after the date of suspension of performance, Thales may terminate the Construction Agreement in accordance with its terms. There can be no assurance that Thales will not seek to terminate the Construction Agreement before the requisite periods expire. Should Thales seek to terminate the Construction Agreement prematurely, the Company would pursue all of its rights and remedies, but there can be no assurance that the Company's interpretation would prevail. Globalstar and Thales have initiated post-ruling discussions to seek mutually agreeable solutions on all aspects of the Construction Agreement and the Award. No assurance can be given that the Company will be successful in reaching agreement with Thales as to the Construction Agreement or the Award. If the parties are not able to reach a mutually agreeable resolution, if the Award is confirmed, final, and non-appealable and thereafter remains unpaid without resolution, or if Thales terminates the Construction Agreement, there are likely to be materially negative consequences to Globalstar, including with respect to its debt agreements, ongoing work with Thales, and business operations, and Globalstar may be required to consider strategic alternatives, including, without limitation, seeking protection under Chapter 11 of the U.S. Bankruptcy Code. GMX RESOURCES: Creditors Balk at $2-Mil. Fee for Banker ------------------------------------------------------- Rachel Feintzeig at Dow Jones' DBR Small Cap reports unsecured creditors are protesting GMX Resources Inc.'s plan to pay investment banker Jefferies LLC a $2 million fee for executing a sale they say is essentially "already a reality." 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. GREYSTONE LOGISTICS: Reports $174,000 Net Income in Feb. 28 Qtr. ---------------------------------------------------------------- Greystone Logistics, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $174,215 on $4.51 million of sales for the three months ended Feb. 28, 2013, as compared with net income of $163,798 on $4.87 million of sales for the three months ended Feb. 29, 2012. For the nine months ended Feb. 28, 2013, the Company reported net income of $1.27 million on $16.70 million of sales, as compared with net income of $914,939 on $16.87 million of sales for the nine months ended Feb. 29, 2012. The Company's balance sheet at Feb. 28, 2013, showed $12.71 million in total assets, $18.15 million in total liabilities and a $5.44 million total deficit. A copy of the Form 10-Q is available for free at: http://is.gd/vQnAj3 About Greystone Logistics Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB - News) -- http://www.greystonelogistics.com/-- manufactures and sells plastic pallets through its wholly owned subsidiary, Greystone Manufacturing, LLC. Greystone sells its pallets through direct sales and a network of independent contractor distributors. Greystone also sells its pallets and pallet leasing services to certain large customers direct through its President, Senior Vice President of Sales and Marketing and other employees. Greystone reported net income of $2.49 million for the year ended May 31, 2012, compared with a net loss of $847,204 during the prior fiscal year. HAMPTON CAPITAL: Court Clears Firm to Auction Equipment ------------------------------------------------------- Marie Beaudette at Dow Jones' DBR Small Cap reports a bankruptcy judge has cleared North Carolina carpet maker Hampton Capital Partners LLC to auction its equipment next month, with Gordon Brothers Commercial and Industrial LLC and Counsel RB Capital LLC kicking off bidding with a $5.1 million offer. About Hampton Capital Partners Hampton Capital Partners, LLC, an Aberdeen, N.C.-based manufacturer of residential and commercial tufted carpets under the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 13-bk-80015) on Jan. 7, 2013. The Company has been producing carpet under the Gulistan name since 1924, although it traces its roots back to 1818, when an Armenian textile importer established a business in Turkey. The company began manufacturing carpet in Aberdeen in 1957, and was acquired by J.P. Stevens & Co. Inc. in 1964. Over the last 25 years, Gulistan Carpet has undergone several ownership changes. In addition to its headquarters and manufacturing operations in Aberdeen, the company has a plant in Wagram, N.C. Northen Blue, LLP, serves as counsel to the Debtor. Getzler Henrich & Associates LLC is the financial consultant. Five creditors have been appointed to serve on the Official Committee of Unsecured Creditors of Hampton Capital Partners LLC. HAMPTON ROADS: S. Levensalor Rejoins as Gateway Bank as V-Pres. --------------------------------------------------------------- Hampton Roads Bankshares, Inc., the holding company for The Bank of Hampton Roads and Shore Bank, announced that Stefanie M. Levensalor has rejoined its subsidiary Gateway Bank Mortgage as Vice President and Market Manager. She will be located in the Ghent Financial Center in Norfolk. Ms. Levensalor served as a Vice President and Mortgage Officer for Gateway Mortgage from 2006 to 2012 and rejoins Gateway Mortgage after serving as a Vice President and Mortgage Officer for TowneBank Mortgage for the past year. She has 12 years of mortgage experience and a proven track record of providing excellent customer service to her mortgage clients and realtors and originating high-quality mortgages. Douglas J. Glenn, president and chief executive officer of the Company and chief executive officer of BHR, said, "As we implement our One Bank strategy and sharpen our focus on our core community banking franchise, we continue to attract talented, experienced bankers like Stefanie who know our customers and communities and share our excitement about the momentum and potential of our franchise." Chris Corchiani, CEO of Gateway Mortgage, said, "Mortgages are a core financial product and we are excited about expanding our presence and mortgage offerings across the Company's entire footprint. We plan to continue to add experienced mortgage professionals who want to be a part of this opportunity." Prior to joining Gateway Mortgage in 2006, Ms. Levensalor served as a Mortgage Loan Officer and Customer Service Representative with RBC Centura Bank from 1999 to 2006. She earned a B.S. in Business Administration from Elon College. 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. HAYDEL PROPERTIES: Can Hire Cameron Bell as Real Estate Broker -------------------------------------------------------------- Haydel Properties LP sought and obtained permission to employ Cameron Bell Properties, Inc. as real estate brokers to list for sale, market, and sell the Debtor's real estate property. The firm can be reached at: Cameron Bell 14335 Dedeaux Road, Gulfport, MS 39503 Tel: (228) 861-5939 E-mail: cameronbell@cablenone.net According to court papers, the firm will be paid 8% of the gross sale price of the property sold, to be paid at closing by the Debtor. The firm attests it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Haydel Properties LP Haydel Properties LP, based in Biloxi, Mississippi, filed for Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012. Judge Katharine M. Samson presides over the case. Christy Pickering serves as accountant. The Debtor disclosed $11.7 million in assets and $6.8 million in liabilities as of the Chapter 11 filing. HIGH PLAINS: Director Quits to Protest Change in Leadership ----------------------------------------------------------- Siva Mohan resigned as a director of High Plains Gas, Inc., effective March 28, 2013. He said in a statement, "During my short time on the board, I took my responsibility to the company and it's shareholders very seriously; however, it should be noted that my resignation is in protest to the abrupt change in direction and leadership which I find to be myopic, spurious, and, simply, troublesome." About High Plains Houston, Texas-based High Plains Gas, Inc., is a provider of goods and services to regional end markets serving the energy industry. It produces natural gas in the Powder River Basin located in Northeast Wyoming. It provides construction and repair and maintenance services primarily to the energy and energy related industries mainly located in Wyoming and North Dakota. The Company reported a net loss of $57.48 million on $17.15 million of revenues for 2011, compared with a net loss of $5.48 million on $2.61 million of revenues for 2010. The Company's balance sheet at June 30, 2012, showed $10.26 million in total assets, $40.42 million in total liabilities, and a $30.16 million total stockholders' deficit. Eide Bailly LLP, in Greenwood Village, Colorado, issued a "going concern" qualification on the financial statements for the year ending Dec. 31 2011, citing significant operating losses which raised substantial doubt about High Plains Gas' ability to continue as a going concern. HILAND PARTNERS: Moody's Rates $150-Mil. Senior Notes 'B3' ---------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Hiland Partners, LP's offering of $150 million of senior unsecured notes (an add-on to the $400 million senior unsecured notes issued in September 2012). The notes are co-issued by Hiland Finance Corp. Proceeds from the new notes will be used to pay off a portion of the borrowings under the partnership's senior secured revolving credit facility and to pay related fees and expenses. The Corporate Family Rating of B1 and other ratings of Hiland are unaffected and the rating outlook is stable. "Hiland's proposed Bakken pipeline continues to move forward and is expected to improve the partnership's credit profile in the future as a result of increased exposure to fee-based business and crude oil transportation," said Saulat Sultan, Moody's Vice President -- Senior Analyst. "However, outspending of cash flows is likely to continue, leading to relatively high leverage levels until benefits from the capital projects begin to be realized." Moody's current ratings for Hiland are: LT Corporate Family Rating of B1 Probability of Default Rating of B1 - PD Senior Unsecured Rating of B3 LGD Senior Unsecured Assessment of LGD5 -- 73% Ratings Rationale The senior unsecured notes' rating of B3 is two notches below its B1 CFR due to the structural superiority of the $400 million revolving credit facility. Even though proceeds from the add-on notes will reduce borrowings under the revolver facility, Moody's expects growing usage at least through mid-2014, especially in the absence of any alternative sources of capital such as non-core assets sales or equity contributions from its owners. The B1 CFR reflects the partnership's first-mover position within the Bakken Shale, a rapidly expanding play where there is high demand for midstream infrastructure development. The partnership's practice of retaining and reinvesting its cash flow from operations without distributions to its owners is a strong credit positive. Hiland's rating also reflects the significant acreage dedications from Continental Resources, Inc. (Continental, Ba1 stable), the largest acreage holder in the Bakken Shale. In addition, Hiland benefits from its ownership by Harold Hamm, the Chairman and controlling equity holder of Continental and Hiland. Although corporate governance requires that the two companies operate independently and on an arms-length basis, Hiland's relationship with Harold Hamm provides unique and valuable insight into the development of the Bakken Shale. Mr. Hamm's personal net worth and track record of supporting Hiland with periodic equity infusions are also important ratings considerations. The partnership's rating is restrained by its growing but still relatively small scale, meaningful exposure to commodity price fluctuations, and high leverage. The new Bakken pipeline will be a key business driver for Hiland. The 12-inch, 450-mile pipeline is expected to cost approximately $300 million and will connect crude oil production from the Bakken Shale play to Guernsey, Wyoming where it will connect with the Pony Express pipeline. The partnership successfully completed a joint open-season with Kinder Morgan Pony Express Pipeline LLC (not rated). The Bakken pipeline will have a potential capacity of up to 100,000 barrels per day. Hiland expects construction to commence in late 2013 with the pipeline expected to be online in the third quarter of 2014. Pro forma for the application of proceeds from the add-on notes, Hiland will have approximately $90 million outstanding under its $400 million senior secured revolving credit facility. While the increased revolver availability helps mitigate funding risk for the Bakken pipeline, Moody's expects significant cash flow outspending to result in elevated leverage levels and drawdown of revolver at least through late 2014. The stable outlook is based on Moody's expectation that Hiland will continue to grow its fee-based business and reduced leverage over time. In order for a positive rating action to be considered, the partnership would need to grow its asset base, with debt to EBITDA ratio approaching 4.0x. Should Hiland's leverage stay above 5.0x for a sustained period or there are execution issues related to the Bakken pipeline , the ratings could be downgraded. The principal methodology used in this rating was Global Midstream Energy 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. Hiland Partners, LP is a privately held midstream energy limited partnership based in Enid, Oklahoma. Harold Hamm, the Chairman of Hiland, owns 100% of the GP and approximately 60% of the LP units of Hiland. HILAND PARTNERS: S&P Retains 'B-' Rating After $150MM Note Add-On ----------------------------------------------------------------- Standard & Poor's Rating Services said it left its 'B-' issue- level rating and '5' recovery rating unchanged on Hiland Partners L.P.'s and Hiland Partners Finance Corp.'s $400 million 7.25% notes due 2020 after the partnerships announced they proposed to make an add-on of $150 million to the issue. The notes will total $550 million. The recovery rating of '5' indicates S&P's expectation of modest (10% to 30%) recovery if a payment default occurs. The partnership intends to use the net proceeds to repay amounts outstanding under its credit facility and for general corporate purposes. As of Dec. 31, 2012, Hiland had about $512 million of balance-sheet debt. Enid, Okla.-based Hiland is a privately owned midstream energy partnership that specializes in natural gas gathering and processing and crude oil logistics in the Bakken Shale and Mid- Continent regions of the U.S. S&P's corporate credit rating on Hiland is 'B', and the outlook is stable. RATINGS LIST Hiland Partners L.P. Corporate credit rating B/Stable/-- Ratings Unchanged Hiland Partners L.P. Hiland Partners Finance Corp. $550 mil 7.25% sr. unsecd notes due 2020 B- Recovery rating 5 HOA RESTAURANT: Weak Performance Cues Moody's to Cut CFR to Caa1 ---------------------------------------------------------------- Moody's Investors Service downgraded HOA Restaurant Group, LLC's Corporate Family Rating to Caa1 from B3 and Probability of Default Rating to Caa1-PD from B3-PD. In addition, Moody's lowered the rating on HOA's $180 million senior secured notes due 2017 to Caa1 (LGD4, 50%) from B3 (LGD3, 49%). The rating outlook is stable. Ratings Rationale The downgrade was driven by HOA's weak operating performance and debt protection metrics that continue to remain well below Moody's previous expectations and Moody's view that earnings growth, and consequently credit metric improvement, will remain challenging in 2013 as soft consumer spending; cost pressures and high level of promotions by competitors persist. For the twelve month period ending December 31, 2012, credit metrics remained weak with debt to EBITDA of over 7.5 times and EBITA to interest expense of under 1.0 times. HOA's Caa1 CFR reflects the company's high leverage and weak interest coverage and Moody's view that soft consumer spending and cost pressures -- particularly for commodities and labor -- will continue to pressure earnings and limit any material improvement in credit metrics over the intermediate term. The ratings also reflect the company's narrow customer demographic versus peers. The ratings are supported by HOA's reasonable scale in regards to number of restaurants, good brand awareness, the recent moderation in cost of certain commodities such as chicken wings and adequate liquidity. The stable outlook reflects Moody's view that credit metrics are unlikely to materially improve over the next twelve to eighteen months as soft consumer spending, cost pressures and high level of promotions by competitors will limit a material improvement in earnings. The outlook also incorporates Moody's belief that liquidity will remain adequate near term. A negative rating action could occur if credit metrics deteriorated from current levels over the next twelve months or if liquidity were to deteriorate for any reason. An inability to re- finance the company's revolving credit facility (not rated) well in advance of its January 2015 maturity could also result in downward rating pressure. Factors that could result in an upgrade would include a sustained strengthening of credit metrics driven in part by sustainable positive same store sales trends - particularly guest counts. Specifically, a higher rating would require debt to EBITDA migrating below 6.5 times and EBITA coverage of gross interest of well over 1.0 time. An upgrade would also require adequate liquidity. The principal methodology used in this rating was Global Restaurant published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. HOA Restaurant Group, LLC, with headquarters in Atlanta, GA, owns and operates 158 restaurants and franchises 259 restaurants, of which 62 are located outside the US. The restaurants operate under the brand name Hooters of America. Annual revenues approximate $360 million, although system wide sales are over $800 million. HOSTESS BRANDS: New Twinkies Owner Separates Itself From Union -------------------------------------------------------------- Rachel Feintzeig, writing for Dow Jones Newswires, reports that Hostess Brands LLC -- Metropoulos & Co. and Apollo Global Management LLC's new incarnation of the baking company that liquidated in Chapter 11 -- is reopening four bakeries in the next eight to 10 weeks, starting in July. Chief Executive C. Dean Metropoulos said the company will pump $60 million in capital investments into the plants between now and September and aims to hire at least 1,500 workers. But they won't be represented by unions. "We do not expect to be involved in the union going forward," Mr. Metropoulos said in an interview Wednesday, according to the report. The report says a Teamsters spokeswoman declined to comment. A spokeswoman for the bakers union couldn't be reached for comment Wednesday. Company PR Hostess Brands, LLC, a new company and employer under new ownership, on April 23 announced plans to re-launch its state-of- the-art bakery in Columbus, Georgia. The Company will initially add 200 jobs to the local economy and plans to create a total of more than 300 jobs in the community within the next several years. The baking facility, located at 1969 Victory Drive in Columbus, will resume operations this summer and will produce a full assortment of Hostess' iconic snack products, including Twinkies, Cup Cakes, HoHos and Ding Dongs. The investment in the Columbus baking facility is being funded by affiliates of Apollo Global Management, LLC and Metropoulos & Co., which purchased selected Hostess assets out of bankruptcy in April 2013. "Over the past several months, we have invested significantly in Hostess and the Columbus facility we acquired. We are focused on re-introducing the Hostess brands and bringing the Company's high quality and beloved snack products back to American consumers," said Dean Metropoulos, the Chairman and Chief Executive Officer of Hostess. "We want to thank the state of Georgia and city of Columbus for their long-standing partnership and support of Hostess, and their commitment to helping us re-open this facility as quickly as possible." "The re-opening of the Hostess plant will give a tremendous boost to Columbus and the local economy," said Georgia Department of Economic Development Commissioner Chris Cummiskey. "Not only will the community benefit from over 300 manufacturing jobs, but Hostess will have access to lower production costs, a workforce training program, and our advanced transportation and logistics network." Georgia Quick Start will provide Hostess with customized workforce training assistance to facilitate the re-launch of the Columbus bakery. In addition, the following are involved in this project: the Georgia Department of Economic Development, Georgia EMC, Georgia Department of Labor, Columbus Technical College, Columbus Consolidated Government, Development Authority of Columbus and the Greater Columbus Georgia Chamber of Commerce, and they have all helped forward Hostess' plans to invest more than $20 million into the facility and community. "This bakery has been a vital part of the Columbus business community for more than 40 years, and we look forward to working with the new owners and management team as they continue to invest in the Hostess brands and in our community," said Teresa Tomlinson, Mayor of Columbus, Georgia. "Our economic development efforts continue to pay off," said Jacki Lowe, 2013 Chair of the Greater Columbus Georgia Chamber of Commerce. "We are committed to fostering an environment that allows for the creation of new jobs and capital investment and the ripple effect it has throughout the Columbus region." Hostess Brands, LLC will begin actively recruiting production, sanitation, distribution, maintenance engineering and management positions for the Columbus facility at a job fair on Saturday, April 27 from 9:00 a.m. to 1:00 p.m. The event is presented in partnership with the Georgia Department of Labor and will be held at its Columbus, GA location at 700 Veterans Parkway. Applicants must bring an updated resume. For more details on the fair, please contact the GDOL Columbus Career Center at (706) 649-7423. Applicants unable to attend the event can submit applications online beginning April 27th at the Georgia Department of Labor website http://www.dol.state.ga.usor visit jobs.hbnewco.com for more information. 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. HOVNANIAN ENTERPRISES: S&P Raises CCR to 'B-'; Outlook Stable ------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'. The outlook is stable. S&P also raised its issue ratings on the company's existing first- lien senior secured debt (due 2020) to 'B-' from 'CCC+', first- lien senior secured notes (due 2021) to 'CCC+' from 'CCC', and senior unsecured notes (due 2014-2017) and second-lien secured notes (due 2020) to 'CCC' from 'CCC-'. The recovery ratings on these issues remain unchanged. The rating on the company's preferred stock remains 'C'. "The upgrade reflects strengthening operating performance supported by the broader recovery in the housing market that, we believe, should support modest profitability in 2013," said Standard & Poor's credit analyst George Skoufis. S&P' also expects liquidity will be sufficient to meet capital needs, including land investments, and that the company will balance growth with its stated goal of maintaining minimal cash of $170 million (including restricted cash). S&P continues to view the company's financial risk profile as "highly leveraged" because of a heavy debt load and weak credit metrics. S&P do acknowledge Hovnanian has been successful in extending its debt maturities. S&P views the company's business risk profile as "vulnerable." S&P believes modest profitability is possible in 2013 if the company achieves results in line with its base-case scenario analysis. Under a slower growth scenario, S&P would expect the company to slow land investments to preserve cash. The stable outlook reflects S&P's expectation that higher volume and improved operating margins will strengthen EBITDA and profitability. S&P also believes Hovnanian has sufficient liquidity to meet near-term capital needs, including limited debt maturities over the next 12 months. S&P would raise its ratings further if Hovnanian's operating results continued to improve such that profitability significantly strengthens (to the point that S&P's business risk profile assessment improves to "weak" from "vulnerable"), the company repays or refinances upcoming maturities while maintaining adequate liquidity, and debt to EBITDA improves to 4x-5x, which would be consistent with an "aggressive" financial risk profile. Alternatively, S&P would lower its ratings if housing operations deteriorated and its base case was unlikely to be achieved, if the company aggressively invested in land resulting in a cash position below the low end of the company's cash target, or if S&P believed another distressed debt exchange or debt restructuring were likely. HOWREY LLP: Judge OKs Unfinished Business Settlements ----------------------------------------------------- Jacqueline Palank at Dow Jones' DBR Small Cap reports a California bankruptcy judge approved the first unfinished-business settlements in the liquidation of Howrey LLP, the proceeds of which will go to the defunct law firm's creditors. About Howrey LLP Three creditors filed an involuntary Chapter 7 petition (Bankr. N.D. Calif. Case No. 11-31376) on April 11, 2011, against the remnants of the Washington-based law firm Howrey LLP. The filing was in San Francisco, where the firm had an office. The firm previously was known as Howrey & Simon and Howrey Simon Arnold & White LLP. The firm at one time had more than 700 lawyers in 17 offices. The partners voted to dissolve in March 2011. The firm specialized in antitrust and intellectual-property matters. The three creditors filing the involuntary petition together have $36,600 in claims, according to their petition. The involuntary chapter 7 petition was converted to a chapter 11 case in June 2011 at the request of the firm. In its schedules filed in July, the Debtor disclosed assets of $138.7 million and liabilities of $107.0 million. Representing Citibank, the firm's largest creditor, is Kelley Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton & Garrison. Representing Howrey is H. Jason Gold, Esq., a partner at Wiley Rein. The Official Committee of Unsecured Creditors is represented in the case by Bradford F. Englander, Esq., at Whiteford, Taylor And Preston LLP. In September 2011, Citibank sought conversion of the Debtor's case to Chapter 7 or, in the alternative, appointment of a Chapter 11 Trustee. The Court entered an order appointing a Chapter 11 Trustee. In October 2011, Allan B. Diamond was named as Trustee. INFINITY AUGMENTED: Incurs $703,000 Net Loss in Feb. 28 Qtr. ------------------------------------------------------------ Infinity Augmented Reality, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $703,584 for the three months ended Feb. 28, 2013, as compared with a net loss of $1.58 million for the three months ended Feb. 29, 2012. For the six months ended Feb. 28, 2013, the Company incurred a net loss of $5.39 million, as compared with a net loss of $5.97 million for the six months ended Feb. 29, 2012. The Company's balance sheet at Feb. 28, 2013, showed $460,687 in total assets, $1.29 million in total liabilities and a $832,090 total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/Sviy0p Infinity Augmented Reality, Inc. (formerly known as Absolute Life Solutions, Inc.) was originally incorporated as Shimmer Gold, Inc., in the State of Nevada on Sept. 7, 2006, and was in the business of the acquisition and exploration of mineral resources. Effective Nov. 15, 2012, the Company is no longer engaged in its prior primary activity as a specialty financial services company primarily engaged in the purchase of life settlement contracts. As a result, the Company is currently classified as a development stage company. All of the operations related to the Company's life settlements business are reported as discontinued operations in the condensed consolidated financial statements. INSPIREMD INC: Samuel Isaly Held 6.9% Stake at April 10 ------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Samuel D. Isaly and his affiliates disclosed that, as of April 10, 2013, they beneficially owned 2,376,500 shares of common stock of InspireMD, Inc., representing 6.99% of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/LE5RuX 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. INSPIREMD INC: Closes $25 Million Underwritten Public Offering -------------------------------------------------------------- InspireMD, Inc., has closed an underwritten public offering of 12.5 million shares of its common stock at a price to the public of $2.00 per share. The Company received net proceeds of approximately $22.6 million, after deducting underwriting discounts and commissions and other offering-related costs. InspireMD granted the underwriters a 30-day option to purchase up to an additional 1.875 million shares to cover over-allotments, if any. The Company intends to use a portion of the proceeds from the offering to assist in retiring its convertible debentures, to support the worldwide commercialization of the MGuardTM Coronary and Carotid Embolic Protection Stents (EPS), to pursue FDA approval in the United States, and for general corporate purposes. Following this offering, the Company will not have any indebtedness for borrowed money outstanding. Cowen and Company, LLC, was sole book runner and JMP Securities acted as co-lead manager. The offering of these securities were 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. Unregistered Securities Sale On April 16, 2013, InspireMD consummated its exchange and amendment agreement with the holders of the Company's outstanding senior secured convertible debentures due April 15, 2014. Pursuant to the Agreement, in full satisfaction of the Company's obligations under the Debentures, the Company (i) repaid $8,787,234 of the outstanding indebtedness evidenced by the Debentures, (ii) issued 2,159,574 shares of the Company's common stock, $0.0001 par value per share, to the Holders, and (iii) issued to the Holders warrants to purchase 659,091 shares of Common Stock at an exercise price of $3 per share. The securities issued to the Holders were not registered under the Securities Act of 1933, as amended, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 3(a)(9) of the Securities Act and corresponding provisions of state securities laws. On April 16, 2013, as a result of the offering price in the Offering being less than $6.00 per share and the issuance of the Shares and the $3 Warrants in connection with the Debenture Exchange, the Company issued to investors in its March 31, 2011, financing an aggregate of 755,207 shares of Common Stock pursuant to rights the March 31 Investors irrevocably acquired on March 31, 2011, under a securities purchase agreement with the Company that provided for the issuance of additional shares of Common Stock to the March 31 Investors in the event the Company issued shares of Common Stock at a price below $6.00 per share or Common Stock equivalents pursuant to which shares of Common Stock may be acquired at a price per share below $6.00. The Company did not receive any consideration in exchange for the Anti-Dilution Shares because they were issued pursuant to pre-existing anti-dilution provisions under the 2011 SPA. The issuance of the Anti-Dilution Shares by the Company did not constitute a "sale" under the Securities Act. 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. J.C. PENNEY: Talent Chief and CFO Resign From Posts --------------------------------------------------- Daniel E. Walker voluntarily resigned as Chief Talent Officer of J. C. Penney Company, Inc., effective April 12, 2013. Effective April 17, 2013, Michael W. Kramer, chief operating officer, left J. C. Penney. In connection with his departure from the Company, Mr. Kramer will receive a lump sum cash payment of $2,143,514. His restricted stock unit awards will vest in accordance with their terms. About J.C. Penney Plano, Texas-based J.C. Penney Company, Inc. is one of the U.S.'s largest department store operators with about 1,100 locations in the United States and Puerto Rico. J.C. Penney disclosed a net loss of $985 million in 2012, as compared with a net loss of $152 million in 2011. The Company's balance sheet at Feb. 2, 2013, showed $9.78 billion in total assets, $6.61 billion in total liabilities and $3.17 billion in total stockholders' equity. * * * The Company carries Moody's Investors Service's B3 Corporate Family Rating with negative outlook. Early in March 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Penney to 'CCC+' from 'B-'. The outlook is negative. At the same time, S&P lowered the issue- level rating on the company's unsecured debt to 'CCC+' from 'B-' and maintained its '3' recovery rating on this debt, indicating S&P's expectation of meaningful (50% to 70%) recovery for debtholders in the event of a payment default. "The downgrade reflects the performance erosion that has accelerated throughout the previous year and seems likely to persist over the next 12 months," explained Standard & Poor's credit analyst David Kuntz. At the same time, Fitch Ratings downgraded the Company's Issuer Default Ratings to 'B-' from 'B'. The Rating Outlook is Negative. The rating downgrades reflect Fitch's concerns that there is a lack of visibility in terms of the Company's ability to stabilize its business in 2013 and beyond after a precipitous decline in revenues leading to negative EBITDA of $270 million in 2012. Penney, Fitch said, will need to tap into additional funding to cover a projected FCF shortfall of $1.3 billion to $1.5 billion in 2013, which could begin to strain its existing sources of liquidity. In February 2013, Penney received a notice of default from a law firm representing more than 50% of its 7.4% Debentures due 2037. The Company has filed a lawsuit in Delaware Chancery Court seeking to block efforts by the bondholder group to declare a default on the 2037 bonds. Penney also asked lawyers at Brown Rudnick LLP to identify the investors they represent. In March 2013, Penney received a letter from bondholders withdrawing and rescinding the Notice of Default. On April 12, 2013, Penney borrowed $850 million out of its $1.85 billion committed revolving credit facility with JPMorgan Chase Bank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association, as LC Agent. Penney said the move was to enhance the Company's financial flexibility and position. JACOBS FINANCIAL: Incurs $464,000 Net Loss in Feb. 28 Quarter ------------------------------------------------------------- Jacobs Financial Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $464,199 on $307,553 of total revenues for the three months ended Feb. 28, 2013, as compared with a net loss of $401,982 on $347,436 of total revenues for the three months ended Feb. 29, 2012. For the nine months ended Feb. 28, 2012, the Company incurred a net loss of $1.55 million on $1.03 million of total revenues, as compared with a net loss of $988,481 on $1.32 million of total revenues for the nine months ended Feb. 29, 2012. The Company's balance sheet at Feb. 28, 2013, showed $8.63 million in total assets, $17.17 million in total liabilities, $1.89 million in total mandatorily redeemable convertible preferred stock, and a $10.43 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/WTePB2 About Jacobs Financial Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a Charleston, West Virginia-based holding company for First Surety Corporation, a West Virginia domiciled surety, Triangle Surety Agency, an insurance agency that specializes in coal reclamation surety bonds, and Jacobs & Company, a registered investment advisor. Jacobs Financial reported a net loss of $1.10 million for the year ended May 31, 2012, compared with a net loss of $1.30 million during the prior fiscal year. In the auditors' report accompanying the consolidated financial statements for the year ended May 31, 2012, Malin, Bergquist & Company, LLP, in Pittsburgh, PA, noted that the Company's significant net working capital deficit and operating losses raise substantial doubt about its ability to continue as a going concern. KEY SAFETY: Moody's Assigns Ba2 Rating to $470MM Debt Facility -------------------------------------------------------------- Moody's Investors Service assigned public ratings to Key Safety Systems, Inc. - Corporate Family Rating at B1 and Probability of Default Rating at B2-PD. In a related action, Moody's assigned a Ba2 rating to the new $470 million of senior secured bank credit facilities. The rating outlook is stable. The new $470 million of senior secured bank credit facilities are expected to consist of a $75 million revolving credit facility and a $395 million term loan. The proceeds from the new term loan and a portion of balance sheet cash are expected to be used to refinance Key Safety's existing first lien and second lien secured credit facilities and pay related fees and expenses. In addition, following the closing the sale of Key Safety's Hamlin subsidiary, expected in May 2013, Moody's expects approximately $95 million of net proceeds from this sale to be used to pay down the new term loan to $300 million. The remainder of the net proceeds will be used to redeem the preferred equity at the company's holding company parent and pay a $10 million dividend to the company's common equity holders. The following ratings were assigned: Corporate Family Rating, B1; Probability of Default, B2-PD; Ba2 (LGD2, 19%), to the new $75 million senior secured revolving credit facility; Ba2 (LGD2, 19%), to the new $395 million senior secured term loan. Rating Rationale Key Safety's B1 Corporate Family Rating reflects the expected improvement in credit metrics following debt paydowns concurrent with the company's bank debt refinancing and debt paydown from the sale of the company's Hamlin subsidiary. Pro forma for these transactions, the company's 2012 EBITA/interest is estimated to be 2.1x and Debt/EBITDA, 4.2x. The rating also incorporates the company's modest size and EBITA margins. While a portion of the proceeds from the sale of Hamlin (about 6% of 2012 revenues) are being used to reduce debt, this subsidiary generated higher profit margins than Key Safety's automotive business. Key Safety's pro forma EBITA margin is estimated to approximate 5.2% without the Hamlin operations, consistent with the assigned rating range. Management indicates that Key Safety continues to generate strong levels of new business wins, at about $2.1 billion for the year ending December 2012. Yet, Moody's expects regional macroeconomic pressure in Europe (about 25% of revenues) and startup costs related to new business to pressure profit improvement over the near-term. The stable outlook incorporates Key Safety's modest size and improved pro forma credit metrics. The new $75 million revolving credit facility is an improvement to the company's liquidity profile and should support operating flexibility over the intermediate-term. Key Safety is anticipated to have an adequate liquidity profile over the near-term supported by cash on hand and availability under the revolving credit facility. Pro forma for the transaction, the company expects to have about $70 million of cash on hand. Liquidity is also supported by availability under the $75 million revolving credit facility which is anticipated to be undrawn following the closing of the Hamlin sale, with about $2 million of letters of credit outstanding. Key Safety is likely to generate only break-even free cash flow over the next twelve months as a result of growth related working capital levels in North America and Asia and challenging economic conditions in Europe. The principal financial covenant under the new bank credit facility is expected to be a net leverage ratio. Alternate liquidity is limited, as the senior secured facilities are secured by first priority perfected liens on substantially all assets of the domestic subsidiaries and 66% of the stock of first tier foreign subsidiaries. An improvement in Key Safety's rating or outlook would be driven by an improvement in credit metrics and free cash flow generation used to reduce debt. A consideration for a higher rating or outlook could result from EBITA/Interest sustained above 3.3x and Debt/EBITDA approaching 3.5x while demonstrating a financial policy that is focused on debt reduction rather than shareholder returns. A lower outlook or rating could result from weakening global automotive demand or inefficiencies resulting from the company's new business backlog. A consideration for a lower rating or outlook could result from EBITA margins falling below 4%, EBIT/Interest approaching 1.5x and debt/EBITDA approaching 5.0x. A deteriorating liquidity profile or the initiation of large shareholder distributions could also lower the company's rating or outlook. The methodologies used in this rating were Global Automotive Supplier Industry published in January 2009, and Probability of Default Ratings and Loss Given Default Assessments published in June 2009. Key Safety Systems, Inc., headquartered in Sterling Heights, Michigan, primarily designs, engineers and manufactures airbags and inflators, seat belts and steering wheels for the global automotive industry. Key Safety is primarily owned by affiliates of Crestview Partners. Revenues for 2012 were $1.03 billion. KIT DIGITAL: Peter Heiland Held 7.7% Stake as of April 16 --------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, JEC II Associates, LLC, JEC Capital Partners, LLC, and Peter Heiland disclosed that, as of April 16, 2013, they beneficially owned 4,397,000 shares of common stock of KIT digital, Inc., representing 7.7% of the shares outstanding. A copy of the filing is available at http://is.gd/G8CDk9 About KIT digital New York-based KIT digital, Inc., is a premium provider of end-to- end video management software and services. Its KIT Video Platform, a cloud-based video asset management system, enables clients in the enterprise, media and entertainment and network operator markets to produce, manage and deliver multiscreen social video experiences to audiences wherever they are. The Company services clients in more than 50 countries including some of the world's biggest brands such as Airbus, AT&T, The Associated Press, BBC, Best Buy, Bristol-Myers Squibb, BSkyB, Disney-ABC, FedEx, Google, HP, MTV, News Corp, Telecom Argentina, Telefonica, Universal Studios, Verizon, Vodafone and Volkswagen. Bloomberg News notes that the last financial statements for New York-based Kit show revenue of $107.3 million for six months ended June 30, resulting in a $110.8 million loss from operations, including a $55 million goodwill-impairment charge. The net loss for the half year was $176 million. The June 30 balance sheet showed assets of $357.1 million and liabilities totaling $146.9 million. The three-year closing high for the stock was $16.94 on Jan. 3, 2011. The closing low was 17 cents on Dec. 21. The stock closed April 16 at 38 cents in over-the-counter trading. KIT DIGITAL: Prescott Group Held 9.8% Equity Stake at April 16 -------------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Prescott Group Capital Management, LLC, and its affiliates disclosed that, as of April 16, 2013, they beneficially owned 5,580,127 shares of common stock of KIT digital, Inc., representing 9.8% of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/Wdncxk About KIT digital New York-based KIT digital, Inc., is a premium provider of end-to- end video management software and services. Its KIT Video Platform, a cloud-based video asset management system, enables clients in the enterprise, media and entertainment and network operator markets to produce, manage and deliver multiscreen social video experiences to audiences wherever they are. The Company services clients in more than 50 countries including some of the world's biggest brands such as Airbus, AT&T, The Associated Press, BBC, Best Buy, Bristol-Myers Squibb, BSkyB, Disney-ABC, FedEx, Google, HP, MTV, News Corp, Telecom Argentina, Telefonica, Universal Studios, Verizon, Vodafone and Volkswagen. Bloomberg News notes that the last financial statements for New York-based Kit show revenue of $107.3 million for six months ended June 30, resulting in a $110.8 million loss from operations, including a $55 million goodwill-impairment charge. The net loss for the half year was $176 million. The June 30 balance sheet showed assets of $357.1 million and liabilities totaling $146.9 million. The three-year closing high for the stock was $16.94 on Jan. 3, 2011. The closing low was 17 cents on Dec. 21. The stock closed April 16 at 38 cents in over-the-counter trading. LDK SOLAR: Incurs $514.7 Million Net Loss in Fourth Quarter ----------------------------------------------------------- LDK Solar Co., Ltd., reported a net loss of $514.74 million on $135.89 million of net sales for the three months ended Dec. 31, 2012, as compared with a net loss of $95.93 million on $291.52 million of net sales for the three months ended Sept. 30, 2012. LDK Solar's balance sheet at Dec. 31, 2012, showed $5.27 billion in total assets, $5.41 billion in total liabilities, $323.29 million in redeemable non-controlling interests, and a $466.79 million total deficit. "Our business continued to be affected by the significant challenges that remained pervasive throughout the solar industry," stated Xingxue Tong, president and CEO of LDK Solar. "Our fourth quarter results reflect the industry-wide overcapacity and resulting pressure to ASP's and margins. Amidst these challenging market conditions, we are dedicated to working closely with our stakeholders and the relevant governmental agencies to adapt our strategy to position LDK Solar for recovery and long-term growth. "In 2013, we are focused on emerging solar markets in China, Africa, India and the United States. We believe these markets represent the strongest growth potential. We will also continue to focus on improving our cost structure by further driving down production costs and tightly managing our operating expenses. While the weak demand environment is expected to persist in the near-term, we continue to believe that the considerable opportunities to meet global energy needs with solar power will drive long-term market growth," concluded Mr. Tong. A copy of the press release is available for free at: http://is.gd/lCZrmv About LDK Solar LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi- Tech Industrial Park, Xinyu City, Jiangxi Province, People's Republic of China, is a vertically integrated manufacturer of photovoltaic products, including high-quality and low-cost polysilicon, solar wafers, cells, modules, systems, power projects and solutions. LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by LDK New Energy, a British Virgin Islands company wholly owned by Xiaofeng Peng, LDK's founder, chairman and chief executive officer, to acquire all of the equity interests in Jiangxi LDK Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited. KPMG in Hong Kong, China, said in a May 15, 2012, audit report, there is substantial doubt on the ability of LDK Solar Co., Ltd., to continue as a going concern. According to KPMG, LDK Solar has a net working capital deficit and is restricted to incur additional debt as it has not met a financial covenant ratio under a long-term debt agreement as of Dec. 31, 2011. These conditions raise substantial doubt about the Group's ability to continue as a going concern. LEE ENTERPRISES: Revenue Down 2.4% in Fiscal Qtr. Ended March 31 ---------------------------------------------------------------- Lee Enterprises, Incorporated on April 23 reported an improved revenue trend and continued cost reduction for its second fiscal quarter ended March 31, 2013. Preliminary results reflect a loss of 12 cents per diluted common share, compared with a loss of 54 cents a year ago. Excluding unusual matters, adjusted loss per diluted common share totaled 5 cents, compared with a loss of 3 cents a year ago. "Lee continues to post strong cash flow and reduce debt ahead of schedule as we build on our ability to resume revenue growth," said Mary Junck, chairman and chief executive officer. She also noted: - Revenue trends continue to improve, with total revenue down 2.4% from the same quarter a year ago, the best results in over two years. - Mobile advertising revenue continues to grow rapidly, up 165% over a year ago, to $1.4 million. - Debt was reduced $23.9 million in the quarter and more than $100 million since refinancing in January 2012. - As of March 31, 2013, the principal amount of debt totaled $893.0 million, 18 months ahead of plan. Second Quarter Operating Results Operating revenue for the 13 weeks ended March 31, 2013 totaled $160.6 million, a decrease of 2.4% compared with a year ago. Combined print and digital advertising revenue decreased 5.3% to $106.5 million, with retail advertising down 2.7%, classified down 7.0% and national down 20.1%. Combined print and digital classified employment revenue decreased 3.0%, while automotive decreased 12.6%, real estate decreased 11.0% and other classified decreased 3.8%. Digital advertising revenue on a stand-alone basis decreased 0.1% to $15.0 million. Print advertising revenue on a stand-alone basis decreased 6.1%. Circulation revenue increased 3.4%. Operating expenses, excluding depreciation, amortization and unusual matters, decreased 2.9%. Compensation decreased 6.2%, with the average number of full-time equivalent employees down 8.2%. Newsprint and ink expense decreased 12.5%, a result of a reduction in newsprint volume of 10.5%. Other operating expenses increased 3.9%. Operating cash flow decreased 0.9% from a year ago to $31.9 million. Operating cash flow margin increased to 19.9% from 19.6% a year ago. Including equity in earnings of associated companies, depreciation and amortization, as well as unusual matters in both years, operating income increased 10.3% to $18.7 million in the current year quarter, compared with $16.9 million a year ago. Non-operating expenses, primarily interest expense and debt financing costs, increased 9.8%, due to higher interest rates on debt, which were partially offset by lower debt balances. The Company recognized $36.6 million of reorganization costs in the prior year quarter. As previously reported, the Company completed the sale of The Garden Island in the quarter, resulting in a loss of $2.1 million after income taxes, which is included in discontinued operations. Loss attributable to Lee Enterprises, Incorporated for the quarter totaled $6.0 million, compared with a loss of $26.6 million a year ago. Year to Date Operating Results Operating revenue for the 26 weeks ended March 31, 2013 totaled $345.3 million, a decrease of 2.9% compared with a year ago. Combined print and digital advertising revenue decreased 5.8% to $234.6 million, with retail advertising down 3.3%, classified down 7.3% and national down 22.5%. Combined print and digital classified employment revenue decreased 5.8%, while automotive decreased 9.7%, real estate decreased 11.2% and other classified decreased 4.7%. Digital advertising revenue on a stand-alone basis increased 2.4% to $31.2 million. Print advertising revenue on a stand-alone basis decreased 6.9%. Circulation revenue increased 3.7%. Operating expenses, excluding depreciation, amortization and unusual matters, decreased 3.4%. Compensation decreased 5.5%, with the average number of full-time equivalent employees down 8.4%. Newsprint and ink expense decreased 12.8%, a result of a reduction in newsprint volume of 11.6%. Other operating expenses increased 1.6%. Operating cash flow decreased 2.0% from a year ago to $83.4 million. Operating cash flow margin increased to 24.2% from 23.9% a year ago. Including equity in earnings of associated companies, depreciation and amortization, as well as unusual matters in both years, operating income increased 4.1% to $58.2 million in the current year, compared with $55.9 million a year ago. Non- operating expenses increased 10.5% due to higher interest rates on debt, partially offset by lower debt balances and a $6.9 million gain on sale of an investment. The Company recognized $37.9 million of reorganization costs in the prior year. Loss from discontinued operations, net of income taxes totaled $1.2 million in the current year compared to $0.1 million a year ago. Income attributable to Lee Enterprises, Incorporated totaled $8.6 million, compared to a loss of $12.1 million a year ago. Debt and Free Cash Flow Debt was reduced $23.9 million in the quarter, $52.9 million for the year to date and $72.5 million in the last 12 months. At March 31, 2013, the principal amount of debt totaled $893.0 million, just under the amount projected in Lee's Plan of Reorganization for September 2014. Free cash flow from continuing operations totaled $9.8 million for the quarter, compared with $0.5 million a year ago. An increase in interest expense in the current year quarter adversely impacted free cash flow, while debt financing and reorganization costs reduced prior year results. Absent a significant increase in LIBOR, Lee expects financial expense to begin to decline in the June 2013 quarter due to lower debt balances and cycling of interest rate changes. Free cash flow in the 53 weeks ended March 2013 totaled $63.2 million, net of $8.9 million of debt financing and reorganization costs paid. Liquidity at the end of the quarter totaled $51.2 million, compared to required debt payments of $14.4 million in the next 12 months. About Lee Enterprises Lee Enterprises, Incorporated, headquartered in Davenport, Iowa, publishes the St. Louis Post Dispatch and the Arizona Daily Star along with more than 40 other daily newspapers and about 300 weekly newspapers and specialty publications in 23 states. Revenue for the 12 months ended December 2010 was $780 million. The Company has 6,200 employees, with 4,650 working full-time. Lee Enterprises and certain of its affiliates filed for Chapter 11 (Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12, 2011, with a prepackaged plan of reorganization. The Debtor selected Sidley Austin LLP as its general reorganization and bankruptcy counsel, and Young Conaway Stargatt & Taylor LLP as co-counsel; The Blackstone Group as Financial and Asset Management Consultant; and The Debtor disclosed total assets of $1.15 billion and total liabilities of $1.25 billion at Sept. 25, 2011. Deutsche Bank Trust Company Americas, as DIP Agent and Prepetition Agent, is represented in the Debtors' cases by Sandeep "Sandy" Qusba, Esq., and Terry Sanders, Esq., at Simpson Thacher & Bartlett LLP. Certain Holders of Prepetition Credit Agreement Claims, Goldman Sachs Lending Partners LLC, Mutual Quest Fund, Monarch Master Funding Ltd, Mudrick Distressed Opportunity Fund Global, LP and Blackwell Partners, LLC have committed to acquire up to a maximum amount of $166.25 million of loans under a New Second Lien Term Loan Facility pursuant to the Reorganization Plan. This commitment also includes the potential payment of up to $10 million as backstop cash to Reorganized Lee Enterprises to acquire the loans. The Initial Backstop Lenders are represented by Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed, Hadley & McCloy LLP. On Jan. 23, 2012, Lee Enterprises, et al., won confirmation of a second version of their prepackaged Chapter 11 reorganization plan. Lee Enterprises declared the prepackaged plan effective on Jan. 30. LEHMAN BROTHERS: Holdings Opposes LBI Settlement With Bankhaus -------------------------------------------------------------- Lehman Brothers Holdings Inc. objects to the settlement agreement entered between the Lehman Brothers Inc. trustee and Dr. Michael C. Frege, in his capacity as insolvency administrator of Lehman Brothers Bankhaus AG. "The Trustee has not demonstrated that the proposed Settlement Agreement -- and in particular, the $600 million claim that Bankhaus would obtain against LBI on account of a terminated repurchase agreement between Bankhaus and LBI -- falls above the lowest point in the range of reasonableness. The Motion provides no information whatever regarding the basis for Bankhaus's assertion 'that its valuation of the Repo Securities results in a net claim of $810 million payable to Bankhaus,' and no evidence has been provided by the Trustee to provide a basis for approving the Trustee's determination to 'march to the middle' between the Trustee's proposed claim of $393 million and Bankhaus's asserted $810 million claim. The Motion is no more than counsel's ipse dixit that the proposed settlement is reasonable. There is no evidentiary record for this Court to rely upon in approving this proposed multi-million dollar settlement," LBHI states. "Significantly, it is evident that the Trustee has failed to account for the considerable value that Bankhaus has already realized from both (i) the principal and interest payments that the Trustee has collected from at least one of the issuers of the Repo Securities, and (ii) the sale of a claim against LBHI that relates directly to the Repo Securities. Based on LBHI's analysis of the facts available to it, and not disclosed in the Motion, the $600 million claim that Bankhaus would obtain under the proposed Settlement Agreement is grossly inflated and unjustified," LBHI adds. Accordingly, LBHI requests that the Court deny the Motion. In November, James W. Giddens, the trustee liquidating LBI, sought court approval of a $1.35 billion in claims lodged by Dr. Frege. If approved, the German liquidator will have an approved unsecured claim in the Lehman brokerage liquidation for $600 million. In turn, Lehman brokerage trustee will waive a $105,000 claim against the German affiliate. A hearing on the motion was scheduled for April 24. 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. 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. LEHMAN BROTHERS: LBSF Sues Federal Home for Breach of Contract -------------------------------------------------------------- Lehman Brothers Special Financing Inc. filed a lawsuit against Federal Home Loan Bank of Cincinnati to recover millions of dollars owed by the bank under its contract with the company. The move came after Federal Home allegedly breached the contract by not complying with the agreed-upon methodology for determining the amount that should be paid by the bank in connection with the early termination of the contract. Federal Home also allegedly refused to pay the amount due under the contract, Lehman said in a 16-page complaint filed April 17 in the U.S. Bankruptcy Court in Manhattan. In the lawsuit, Lehman wants the Bankruptcy Court to decide what a swap agreement means when it calls for valuing a termination payment "immediately preceding" bankruptcy. The answer to the question means a $64 million swing in how much Lehman creditors recover, Bill Rochelle, the bankruptcy columnist at Bloomberg News, pointed out. The bank, the complaint said, takes the position that the valuation would be made on Sept. 15, 2008, when the markets were reacting to the Lehman bankruptcy. Using Sept. 15, the bank made a $13.7 million termination payment to Lehman, Mr. Rochelle further pointed out. Because bankruptcy was before the market opened, Lehman contends the valuation date should be Sept. 12, giving rise to a $77.6 million termination payment in Lehman's favor, Mr. Rochelle added. Lehman wants the bank to pay the difference. The case is Lehman Brothers Special Financing Inc. v. Federal Home Loan Bank of Cincinnati, 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. 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. LEHMAN BROTHERS: Australia Unit Seeks OK of Settlement ------------------------------------------------------ Lehman Brothers Australia sought court approval for a creditors' vote on a proposed claims settlement that will see them getting less than half of what they are owed, Bloomberg News reported. Creditors will be paid between 39.9 Australian cents and 49.2 cents for each dollar of debt in the local currency. U.S. insurers agreed to pay $45 million to fund the settlement, and IMF (Australia) Ltd. will drop a class action lawsuit against the firm as part of the agreement, according to the report. PPB Advisory, liquidators of the Lehman unit, plans to ask for approval of the meeting of creditors to vote on the proposed settlement at a May 7 hearing, Bloomberg News reported. 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. 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. LEHMAN BROTHERS: European Creditors May Be Repaid in Full --------------------------------------------------------- The Administrators of LBIE, the largest and most complex company in the failed Lehman group, have told creditors that in the best case scenario, they might now be repaid their claims in full. The Administrators updated their estimate of the likely range of financial outcomes in their Ninth Progress Report which was posted to creditors on 12 April. In their report, they summarize how the last six months have seen significant progress in the Administration. Successes include the settling of major disputes involving billions of pounds of claims with other Lehman affiliates in the USA, Switzerland and Luxembourg, ending lengthy legal actions. These settlements have resulted in higher expected future recoveries and a reduction in the reserve for claims. Tony Lomas, lead administrator and partner at PwC said: "To be able to advise ordinary unsecured creditors that we now have a reasonable chance of eventually repaying their claims in full, marks a significant milestone for the Administrators. This would not have been possible without a huge combined PwC and Lehman effort over the past four and a half years. There is still a lot to do before finalizing the wind-down but we do expect to pay a second, significant dividend to creditors in the near future, taking us another step towards this new target." Since the start of the wind-down, 13.6bn of client assets have been returned to former clients of LBIE and one of the recent settlements reached by the Administrators promises to free up another $9.1bn of assets which the Administrators hope to return to clients later this year. In November of last year a first interim dividend of 25.2% was paid to unsecured creditors. As well as now making plans for a second unsecured dividend, the Administrators plan to make a first distribution to LBIE's client money claimants some time later this month. Tony Lomas added: "The LBIE administration continues to be an extraordinarily large and complex challenge with many very high value disputes still to be resolved with counterparties. The value difference to LBIE's creditors between success and failure in the Administrators settling these disputes is potentially very significant indeed. As a result the task still consumes the time of a large number of continuing Lehman employees and PwC specialists." 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. 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. LIN TELEVISION: Moody's Raises Corp. Family Rating to 'B1' ---------------------------------------------------------- Moody's Investors Service upgraded LIN Television Corporation's Corporate Family Rating to B1 from B2 and Probability of Default Rating to B1-PD from B2-PD. The upgrades reflect the company's good operating performance and the elimination of the JV note guarantee which had been a significant overhang on LIN's credit ratings. Moody's confirmed Ba2 ratings on the company's 1st lien senior secured credit facilities and B3 ratings on the senior notes. In addition, Moody's affirmed the SGL -- 2 Speculative Grade Liquidity Rating and changed the outlook to positive from ratings under review. These actions conclude Moody's review for upgrade of the company's ratings, initiated on February 13, 2013. Upgrades: Issuer: LIN Television Corporation Corporate Family Rating: Upgraded to B1 from B2 Probability of Default Rating: Upgraded to B1-PD from B2-PD Reinstated: $15 million 1st lien sr secured revolver tranche due 2016: Assigned Ba2, LGD2 -- 21% (previously WR) Confirmed: Issuer: LIN Television Corporation $60 million 1st lien sr secured revolver tranche due 2017: Confirmed Ba2, LGD2 -- 21% (previously LGD2 -- 18%) 1st lien sr secured term loan A due 2017: Confirmed Ba2, LGD2 -- 21% (previously LGD2 -- 18%) 1st lien sr secured term loan B due 2018: Confirmed Ba2, LGD2 -- 21% (previously LGD2 -- 18%) 8.375% sr notes due 2018 ($200 million outstanding): Confirmed B3, LGD5 -- 77% (previously LGD5 -- 75%) 6.375% sr notes due 2021 ($290 million outstanding): Confirmed B3, LGD5 -- 77% (previously LGD5 -- 75%) Affirmed: Speculative Grade Liquidity (SGL) Rating: Affirmed SGL -- 2 Outlook Actions: Issuer: LIN Television Corporation Outlook, Changed to Positive from Ratings Under Review Ratings Rationale LIN's B1 Corporate Family Rating reflects high leverage with a 2- year average debt-to-EBITDA ratio of roughly 5.0x (including Moody's standard adjustments) estimated for March 31, 2013 and pro forma for the acquisition of New Vision Television which was acquired in the 4th quarter of 2012. Although high, leverage reflects improvement compared to 5.5x as of June 30, 2012 pro forma for the acquisition of New Vision Television. Strong demand for political advertising in the second half of 2012 resulted in an EBITDA boost and improved leverage to levels that were reported just prior to the purchase of New Vision Television. Looking forward, Moody's expects 2-year average leverage ratios to improve to roughly 4.5x by the end of 2013 as free cash flow is applied to reduce debt balances despite revenue and EBITDA declines in 2013, on a same store basis, due to the absence of significant political ad spending ($76.5 in 2012). Ratings are supported by LIN's leading market positions and good free cash flow generated by its geographically diverse portfolio of middle market television stations. LIN has multiple network affiliates in 18 of its 23 markets leading to high revenue share and good margins. The rating upgrade also reflects the elimination of LIN's guarantee of the $815 NBC JV note and an increase in debt balances to fund a portion of its $100 million capital contribution to the JV prior to Comcast/NBC taking full ownership of the JV stations. The B1 CFR incorporates Moody's expectations that LIN will achieve the majority of its planned $25 million of revenue and expense synergies related to the New Vision acquisition by the end of 2014 and that retransmission revenues through the end of 2013 will increase for existing and newly acquired stations accompanied by higher expenses related to retransmission sharing fees (or reverse compensation) paid to the networks. Exposure to cyclical advertising revenue, control by a financial sponsor and potential for debt financed acquisitions, as well as the ongoing risk of audience diffusion resulting from media fragmentation weigh on debt ratings. The release of LIN's guarantee results in a taxable gain of $715.5 million which the company plans to offset with existing NOL's plus recognized losses. Simultaneously with the closing of the JV transaction, LIN TV Corp. entered into an agreement to merge LIN TV Corp. into LIN Media LLC, a newly created LLC subsidiary whereby the LLC will be the surviving entity. As a result of the merger and use of NOL's, the company expects tax liabilities to be minimal and anticipates finalizing the transactions in four to six months upon completion of the SEC's review. Management indicates that in the unlikely scenario it chooses not to complete the merger, there could be a short-term tax liability of approximately $163 million. The SGL-2 liquidity rating was affirmed reflecting Moody's expectations for good liquidity over the next 12 months with minimum 2-year average free cash flow-to-debt ratios in the high single digit percentage range or better and the absence of near term maturities; however, in a scenario in which the planned merger is not completed, the near term obligation to pay the $163 million tax liability would likely result in a downgrade in the SGL liquidity rating. The positive outlook reflects Moody's expectation that LIN will grow core ad revenues in the low single digit percentage range over the next 12 months, on a same store basis, with additional increases in retransmission fees (increasingly offset by higher levels of retransmission sharing or reverse compensation), but the lack of significant political ad demand in 2013 will result in overall revenue declines. Absent a material acquisition or distribution, Moody's expects free cash flow to be applied to reduce debt balances resulting in 2-year average debt-to-EBITDA ratios improving to roughly 4.5x over the next 12 months with further improvement for the remainder of 2014, an election year. Notwithstanding the potential for being a full tax payer, Moody's expects free cash flow to debt to be sustained in the high single digit percentage range or better which is consistent with a higher debt rating. The positive outlook reflects Moody's expectation that additional acquisitions will be funded so as to maintain a debt-to-EBITDA ratio near current levels. The outlook also incorporates the completion of the merger of LIN TV Corp. with LIN Media LLC in the second half of 2013 and management's strategies being largely successful in minimizing taxable gains arising from the elimination of the JV guarantee. A rating downgrade is not likely in the near term given the positive outlook; however, the outlook could be changed to stable if weak advertising demand in key markets, cash distributions to shareholders, or debt financed acquisitions results in 2-year average debt-to-EBITDA ratios expected to be sustained above 5.25x (including Moody's standard adjustments). A sharp earnings deterioration, liquidity contraction or a significant increase in debt levels in connection with a debt financed distribution or acquisition such that debt-to-EBITDA is expected to be sustained above 5.75x could lead to a downgrade. Ratings could be upgraded if LIN's 2-year average debt-to-EBITDA ratios are sustained below 4.50x with good liquidity including free cash flow-to-debt ratios in the high single-digit percentage range. Management would also need to show a commitment to financial policies consistent with the higher rating including balancing shareholder interests with those of debt holders. Recent Events Due to the pending merger of LIN into LIN Media, LLC, a newly formed limited liability company, the company terminated its $25 million stock repurchase program in February 2013. Approximately $15 million had been repurchased since November 2011 which left $10 million available under the program prior to termination. The principal methodology used in this rating was the Global Broadcast and Advertising Related Industries Methodology published in May 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. LIN Television Corporation is headquartered in Providence, RI, and owns or operates 43 network affiliated television stations plus 7 digital channels in 23 mid-sized U.S. markets ranked #22 to #189 reaching 10.5% of U.S. television households. The company's digital media division operates from 28 markets including New York City, Los Angeles, Chicago, and Austin. LIN is publicly traded with HM Capital Partners LLC ("HMC") holding an approximate 43% economic interest in LIN with roughly 70% of voting control being held by HMC and Mr. Royal Carson III, a LIN director and advisor for HMC. The company reported $554 million of net revenues for the fiscal year ended December 2012 (includes $41 million from the acquisition of New Vision Television on October 12, 2012). LINEAGE LOGISTICS: S&P Retains 'B' Rating After Loan Upsize ----------------------------------------------------------- Standard & Poor's Ratings Services said that its 'B' issue rating and '3' recovery rating on Lineage Logistics LLC's proposed term loan remain unchanged after the company increased the loan to $255 million from $220 million. The '3' recovery rating indicates S&P's expectation for meaningful (50 percent-70 percent) recovery in the event of payment default. The 'B' corporate credit rating and stable outlook also remain unchanged. S&P's ratings on Lineage Logistics reflect the company's significant debt levels (S&P's analysis includes debt at a related property company) and acquisitive growth strategy. Partially offsetting these weaknesses are the company's sizeable market position as the second-largest cold storage warehousing and logistics company in North America, as well as its customer and end-market diversity. RATINGS LIST Lineage Logistics LLC Corporate Credit Rating B/Stable/-- Ratings remain unchanged Lineage Logistics LLC Senior Secured $255 mil. term loan* B Recovery Rating 3 * Including upsize. LOCAL SERVICE: No Quick Appeal on District Court's Ruling --------------------------------------------------------- District Judge Lewis T. Babcock denied the Motion for Certification as Final Judgment Pursuant to Fed. R. Civ. P. 54(b), filed by Board of County Commissioner of Elbert County in the lawsuit, ONYX PROPERTIES LLC, a Colorado Limited Liability Company; EMERALD PROPERTIES, LLC, a Colorado Limited Liability Company; VALLEY BANK AND TRUST, a Colorado State Bank; PAUL NAFTEL, an individual; SHAUNA NAFTEL, an individual; and The Estate of LOCAL SERVICE CORPORATION by and through its Chapter 11 Bankruptcy Trustee, SIMON E. RODRIGUEZ, Plaintiffs, v. BOARD OF COUNTY COMMISSIONERS OF ELBERT COUNTY, Defendant; and KENNETH G. ROHRBACH, KAREN L. ROHRBACH, PAUL K. ROHRBACH, and COMPOST EXPRESS, INC., a Colorado corporation, Plaintiffs, v. BOARD OF COUNTY COMMISSIONERS OF ELBERT COUNTY, in its official capacity, Defendant, Civil Case No. 10-cv-01482-LTB-KLM, Consolidated w/11- cv-02321-RPM-MJW (D. Colo.). The BOCC wants the Court to enter final judgment on the individual claim asserted against it, pursuant to 42 U.S.C. Sec. 1983, by Kenneth G. Rohrbach, Karen L. Rohrbach, Paul K. Rohrbach, and Compost Express, Inc. -- on the basis that the claim was filed outside the applicable statute of limitations period -- so that the Rohrbachs may, if they so choose, appeal the summary judgment ruling against them. The Rohrbachs oppose the BOCC's request. In 2006/2007, the BOCC brought and prevailed on a zoning enforcement action in Elbert County District Court enjoining the Rohrbachs from operating a commercial composting business on their real property located in Elbert County. The Rohrbachs appealed and, in September 2009, a panel of the Colorado Court of Appeals reversed by overturning the trial court's ruling that the BOCC had proved the Rohrbachs' property was zoned "A-Agriculture." The Court of Appeals determined that the applicable zoning regulation -- which purported to establish the zoning areas in Elbert County -- could not be used to ascertain the zoning of the Rohrbachs' property. The case was remanded and remains pending -- including the Rohrbachs' counterclaims against the BOCC raised pursuant to Sec. 1983 -- in Elbert County District Court. Following the Colorado Court of Appeals ruling, Plaintiffs Onyx Properties LLC, Emerald Properties, LLC, Valley Bank and Trust, and Paul & Shauna Naftel -- Development Plaintiffs -- sued the BOCC in June 2010, in which they allege that they were improperly forced to re-zone their real property -- from "A-Agriculture" to an "A-1" designation -- by Elbert County when they sought to divide it into 35-acre parcels for development and sale in 2004- 2006. In their complaint, the Development Plaintiffs asserted individual claims under 42 U.S.C. Sec. 1983 for the loss of their individual property rights, without due process of law, by the alleged improper enactment and subsequent enforcement of the illegal zoning regulations and related zoning map(s) against them. The Development Plaintiff also asserted class claims under Sec. 1983, seeking damages and injunctive relief for other property owners in Elbert County, but the District Court denied their motion requesting class certification. The Rohrbachs also filed a federal lawsuit against the BOCC -- on September 2, 2011 -- seeking damages under ?1983 for violation of due process based on the BOCC's alleged unconstitutional enforcement of the illegal zoning regulations/map(s) against them. That lawsuit was subsequently consolidated into this case. Thereafter, the BOCC filed a motion seeking summary judgment in its favor on the Sec. 1983 claims -- brought by both the Rohrbachs and the Development Plaintiffs -- on the basis that they were untimely and barred by the applicable two-year statute of limitations. On December 12, 2012, the District Court concluded that the BOCC was entitled to summary judgment on the Rohrbachs' Sec. 1983 claim, as it was time barred in the District Court as filed outside of the applicable two-year limitations period pursuant to Colo. Rev. Stat. Sec. 13-80-102(g). The District Court further concluded, however, that a question remained as to whether the Development Plaintiffs' claims were untimely. Accordingly, the District Court entered summary judgment in favor of the BOCC on the Rohrbachs' Sec. 1983 claim, but ruled that the Development Plaintiffs' Sec. 1983 claims survived summary judgment. In denying the BOCC's Motion for Certification as Final Judgment, the District Court ruled that under the circumstances of this case, "the equities do not weigh in favor of immediate appeal and I find just and sufficient reason to delay appellate review of my dismissal of the Rohrbachs' Sec. 1983 claim until the time that I have conclusively ruled on the claims presented by the Development Plaintiffs." A copy of the Court's April 11, 2013 Order is available at http://is.gd/0AlTBofrom Leagle.com. About Local Service Local Service Corporation filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 08-15543) on April 25, 2008. In June 2010, the U.S. Trustee's Office appointed Simon Rodriguez as the Chapter 11 trustee for the LSC estate. John D. Watson, who held stock interests in LSC, is a debtor in a separate Chapter 7 case. Jeffrey A. Weinman was appointed as the Chapter 7 trustee for Mr. Watson's bankruptcy estate (Bankr. D. Colo. Case No. 07-21077) in February 2008. Mr. Weinman became the sole board member of LSC, elected himself President, and was authorized to make decisions for LSC. MAXCOM TELECOMUNICACIONES: Supplement 5 to Purchase Offer --------------------------------------------------------- A supplement to the offer to purchase for cash all of the outstanding Series A common stock, ordinary participation certificates and american depositary shares of Maxcom Telecomunicaciones, S.A.B. de C.V., was filed with the U.S. Securities and Exchange Commission on April 19, 2013. The Supplement No.5 amends and supplements the U.S. Offer to Purchase, dated Feb. 20, 2013, relating to the offer by Trust Number 1387, acting through Banco Invex S.A., Institucion de Banca M�ltiple, Invex Grupo Financiero, a banking institution organized and existing under the laws of the United Mexican States, as Trustee for Trust Number 1387, Ventura Capital Privado, S.A. de C.V., Javier Molinar Horcasitas and Enrique Castillo Sanchez Mejorada to purchase for cash (i) all of the outstanding Series A Common Stock, without par value, of Maxcom Telecomunicaciones, (ii) all of the outstanding Ordinary Participation Certificates of Maxcom, and (iii) all of the outstanding American Depository Shares, of Maxcom, in each case held by persons who are not Mexican residents. Each ADS represents seven CPOs. Each CPO represents three Shares. Unless the Offer is further extended, the expiration of the Offer will occur at 12:00 midnight, New York City time, on April 24, 2013. The fifth paragraph in the "Annex III - Conditions to Consummation of the Concurrent Exchange Offer" is replaced in its entirety with the following text: "In addition, the Exchange Offer is subject to the satisfaction of Maxcom of the conditions related to the Offers. Maxcom will also only accept Old Notes for exchange if at least 80% in aggregate outstanding principal amount of the Old Notes is validly tendered and not validly withdrawn on or prior to the expiration date of the Exchange Offer, subject to Maxcom's right, in its sole discretion, to decrease the minimum tender condition to 75.1% without extending the Exchange Offer or granting any withdrawal rights. The Purchaser believes that in the event Maxcom exercises such right, the decrease in the debt participation threshold from 80% to 75.1% would not constitute a material change to the holders of Maxcom Shares, CPOs and ADSs. With an 80% participation in the Exchange Offer, Maxcom would have $40,000,000 of its Old Notes with an 11% coupon and $160,000,000 of its New Notes with a 7% coupon outstanding. If there is an additional 5% decrease in the minimum tender condition in the Exchange Offer, this would result in an additional $10,000,000 of Old Notes with the 11% coupon resulting in an additional $400,000 per annum of interest payments until the Old Notes are fully repaid in December 2014. In Purchaser's view, this incremental interest payment means that a 5% change in the minimum tender condition of the Exchange Offer would not make a material difference from a debt service perspective or in the financial condition of Maxcom. Other than the difference in the coupon of the Old Notes and the New Notes, the Exchange Offer is for the same principal amount of notes, so there would be no change in the outstanding debt level of Maxcom." A copy of the Supplement is available for free at: http://is.gd/FOgOlm About Maxcom Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico City, Mexico, is a facilities-based telecommunications provider using a "smart-build" approach to deliver last-mile connectivity to micro, small and medium-sized businesses and residential customers in the Mexican territory. Maxcom launched commercial operations in May 1999 and is currently offering local, long distance, data, value-added, paid TV and IP-based services on a full basis in greater metropolitan Mexico City, Puebla, Tehuacan, San Luis, and Queretaro, and on a selected basis in several cities in Mexico. * * * Maxcom carries a 'CC' corporate credit rating from Standard & Poor's Ratings Services and a "Caa1" from Moody's Investors Service. METROPCS COMMS: S&P Keeps 'B+' Corp. Credit Rating on CreditWatch ----------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'B+' corporate credit rating on MetroPCS Communications Inc. remains on CreditWatch, where it was placed with positive implications on Oct. 3, 2012, following the announcement of a merger agreement with T-Mobile USA, a subsidiary of Germany's Deutsche Telekom AG. "We expect that we will raise our corporate credit rating on MetroPCS to 'BB' from 'B+' and remove it from CreditWatch upon completion of the merger," said Standard & Poor's credit analyst Catherine Cosentino. While the recent revision in the transaction terms is a credit positive in that it reduces debt of the merged entity by $3.8 billion, S&P still considers it to have an aggressive financial risk profile, given its expectations for leverage and for funds from operation (FFO) to debt of 4x and 15 percent, respectively, as of the end of 2013, on a pro forma basis, which S&P don't believe will improve through at least 2014. Since S&P had expected its adjusted leverage calculation to be about 4.5x in 2013 and 2014 under the prior deal terms, the company now has more flexibility to maintain its 'BB' corporate credit rating, even if it experiences a degradation in credit measures from S&P's projections. In addition, the 'BB' and 'B' issue-level rating on subsidiary MetroPCS Wireless Inc.'s respective senior secured and senior unsecured debt remain on CreditWatch with positive implications. The $3.5 billion of unsecured notes issued by subsidiary MetroPCS Wireless Inc. in March 2013 are not on CreditWatch, and are rated 'BB' with a '3' recovery rating, denoting meaningful recovery (50 percent to 70 percent) in the event of a payment default. Under terms in their indenture, if the merger is not completed by Jan. 17, 2014, these notes must be redeemed. When the transaction is completed, S&P expects to raise the rating on MetroPCS's $2 billion of other existing unsecured notes to 'BB' from 'B', and revise the recovery rating to '3', in line with the recently issued unsecured debt. With the completion of the merger, MetroPCS Wireless's operations will merge into T-Mobile USA Inc., which will be the obligor for all the unsecured debt of the combined company. Prior to or at close of the combination, S&P also expects to assign its 'BB' issue-level and '3' recovery rating to the $11.2 billion of unsecured notes to be issued by T-Mobile USA Inc. to Deutsche Telekom. In S&P's view, the merger of MetroPCS and T-Mobile USA creates an entity with greater scale, an improved wireless spectrum position and potential for significant cost savings over time, which S&P believes will be consistent with a "fair" business risk profile as opposed to its current assessment of a "weak" business risk profile for MetroPCS on a stand-alone basis. S&P also believes the financial risk profile will remain "aggressive" based on its expectations which include debt to EBITDA including S&P's adjustments remaining no better than 4x through at least 2014. S&P expects to resolve the CreditWatch, including the likely upgrade of its corporate credit rating on MetroPCS to 'BB' and the upgrade of unsecured debt at MetroPCS Wireless to 'BB', upon completion of the merger, which S&P expects to occur by the end of April 2013, following the shareholder vote, scheduled for April 24. The 'BB' issue level rating and '1' recovery rating on the senior secured credit facilities at MetroPCS Wireless, which will be repaid with proceeds from the $3.5 billion notes issuance, will be withdrawn at that time. MF GLOBAL: Seeks Approval of New Plan Provision to Create Trust --------------------------------------------------------------- The trustee liquidating MF Global Holdings Ltd. seeks court approval of a new provision to the liquidation plan, which provides for the creation of a trust to pursue claims against former officers of the company. Louis Freeh, MF Global's trustee, earlier sued former chief executive Jon Corzine and two top deputies over the company's collapse. The lawsuit seeks unspecified damages that could be used to pay creditors of MF Global. Assets of the trust include the claims asserted in Mr. Freeh's lawsuit and $2 million in cash. Mr. Freeh also submitted in court a copy of the agreement called the "Litigation Trust Agreement," which governs the administration of the trust. The document can be accessed for free at http://is.gd/0Ao4tk Judge Martin Glenn will hold a hearing on May 1 to consider approval of the new provision. Objections are due by April 29. MF Global's plan to liquidate its assets was approved by the bankruptcy judge on April 5, which sets the stage for creditors to start getting their money back. Under the plan, unsecured creditors of MF Global have a maximum projected recovery of roughly 34% of claims. Meanwhile, the company's finance unit will be paid 34.4 cents on the dollar. The liquidation plan is supported by the majority of creditors that voted on the plan. In all but two of the classes that voted, 100% accepted the plan. In a related development, a group of commodities customers led by Sapere Wealth Management LLC filed a notice that it will appeal Judge Glenn's April 5 decision approving the liquidation plan. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. At a hearing on April 5, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MF GLOBAL: Obtains Ruling Expunging Coe's $35-Mil. Claim -------------------------------------------------------- Judge Martin Glenn issued an order expunging a $35 million administrative claim filed by Michelle Coe against MF Global Holdings Ltd. In an opinion issued on April 18, Judge Glenn said the claimant "has repeatedly failed to provide any evidence showing that she has a legitimate claim." The bankruptcy judge also said the claimant could not establish that she is entitled to administrative priority. MF Global's trustee previously opposed the claim, saying it is identical in substance to the general unsecured claim filed by Ms. Coe, which Judge Glenn expunged pursuant to his order dated Nov. 14, 2012. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. At a hearing on April 5, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MF GLOBAL: Sues 3 Red Trading, et al. Over Non-Payment of Loan -------------------------------------------------------------- The trustee liquidating MF Global Holdings Ltd. filed a lawsuit against 3 Red Trading LLC and its managing members seeking payment of nearly $2.3 million. The move came after the defendants allegedly failed to pay the loan provided by MF Global's finance unit to Red Trading. Payment of the loan was guaranteed by Red Trading's managing members, Igor Oystacher and Edwin Johnson. The lawsuit is Louis J. Freeh, as Chapter 11 Trustee of MF Global Finance USA Inc., et al. v. 3 Red Trading LLC, et al., 13-01329, U.S. Bankruptcy Court, Southern District of New York. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. At a hearing on April 5, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MISSION NEWENERGY: To Sell Biodiesel Refinery for $11.5 Million --------------------------------------------------------------- Mission NewEnergy Limited's subsidiary, Mission Biotechnologies Sdn Bhd, has entered into an agreement with Felda Global Ventures Downstream Sdn Bhd to sell its 100,000 tpa biodiesel refinery located in Kuantan Port, East Malaysia, for US$11.5 million. FGVD is a wholly owned subsidiary of Felda Global Ventures Holdings Berhad, a public company incorporated in Malaysia and listed on the Malaysia Stock Exchange. All conditions precedent to the transaction are expected to be completed by June 30, 2013. The Company will utilize almost all proceeds from the sale for debt reduction and any remaining funds will be used for general working capital. A$260,000 Loan Agreement Mission NewEnergy's subsidiary, Mission Biofuels India Pty Ltd, has entered into a loan agreement with Non Conventional Energy Projects India Pvt. Ltd. Under the terms of the loan NCEPI has agreed to loan up to INR1.5 crores (approximately A$260k) for six months, at 18% pa interest rate (capitalized), fully secured over the equity of MBIPL with NCEPI to also take over general management of MBIPL during the term of the loan. Proceeds of the loan will be drawn down to meet general corporate obligations and re-commence wind mill operations. Mission and NCEPI will explore other business opportunities and act in co-operation to look for opportunities to expand the current business. About Mission NewEnergy Based in Subiaco, Western Australia, Mission NewEnergy Limited is a producer of biodiesel that integrates sustainable biodiesel feedstock cultivation, biodiesel production and wholesale biodiesel distribution focused on the government mandated markets of the United States and Europe. The Company is not operating its biodiesel refining segment. The refineries are being held in care and maintenance either awaiting a return to positive operating conditions or the sale of assets. The Company has materially diminished its Jatropha contract farming operation and the company is now focused on divesting the remaining Indian assets. The Company intends to cease all Indian operations. Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company incurred operating cash outflows of A$4.9 million during the year ended June 30, 2012, and, as of that date, the consolidated entity's total liabilities exceeded its total assets by A$24.4 million. The Company's consolidated balance sheet at Dec. 31, 2012, showed $7.05 million in total assets, $27.29 million in total liabilities and a $20.24 million net deficit. MONITOR COMPANY: Files List of Contracts & Leases ------------------------------------------------- Monitor Company Group Limited Partnership filed with the U.S. Bankruptcy Court for the District of Delaware amended schedules of assets and liabilities to disclose its executory contracts and unexpired leases. A full-text copy of Schedule G is available for free at: http://bankrupt.com/misc/MONITORsal0404.pdf About Monitor Company Monitor Company Group LP -- http://www.monitor.com/-- is a global consulting firm with 1,200 personnel in offices across 17 countries worldwide. Founded in 1983 by six entrepreneurs, and headquartered in Cambridge, Massachusetts, Monitor advises for- profit, sovereign, and non-profit clients on growing their businesses and economies and furthering their charitable purposes. Monitor and several affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012. Judge Hon. Christopher S. Sontchi presides over the case. Pepper Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel. The financial advisor is Carl Marks Advisory Group LLC. Epiq Bankruptcy Solutions, LLC is the claims and noticing agent. The petitions were signed by Bansi Nagji, president. Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the Committee of Unsecured Creditors as counsel. Bank of America is represented in the case by Jinsoo Kim, Esq., and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark D. Collins, Esq., at Richards Layton & Finger PA. J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq., and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware, represent Deloitte Consulting LLP. Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP IV Pass-Through (Monitor) LP are represented by John Sieger, Esq., at Katten Muchin Rosenman LLP. Monitor's consolidated unaudited financial statements as of June 30, 2012, which include the assets and liabilities of non- Debtor foreign subsidiaries, reflected total assets of roughly $202 million (including $93 million in current assets) and total liabilities of roughly $200 million. Monitor filed for bankruptcy to sell substantially all of their businesses and assets to Deloitte Consulting LLP, a Delaware registered limited liability partnership and DCSH Limited, a UK company limited by shares, subject to higher or otherwise better offers. The base purchase price set forth in the Stalking Horse Agreement is $116.2 million, plus (i) assumption of certain liabilities and (ii) certain cure costs for assumed contracts. The Stalking Horse Agreement provides for the Stalking Horse Bidder to receive a combined breakup fee and expense reimbursement of $4 million. The Debtors held an auction on Nov. 28, 2012, at the offices of the Sellers' counsel, Ropes & Gray LLP in New York. In mid- January 2013, Judge Sontchi allowed the Debtors to sell its assets to Deloitte Consulting for $116.2 million. MORGAN'S FOODS: Andrew Shpiz Owned 26.4% Stake at April 12 ---------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Andrew Shpiz and his affiliates disclosed that, as of April 12, 2013, they beneficially owned 1,052,250 shares of common stock of Morgan's Foods, Inc., representing 26.4% of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/GFzFpq About Morgan's Foods Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in 1925, operates KFC restaurants under franchises from KFC Corporation, Taco Bell restaurants under franchises from Taco Bell Corporation, Pizza Hut Express restaurants under licenses from Pizza Hut Corporation and an A&W restaurant under a license from A&W Restaurants, Inc. As of May 20, 2011, the Company operates 56 KFC restaurants, 5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises from KFC Corporation and franchises from Taco Bell Corporation, 3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco Bell Corporation and licenses from Pizza Hut Corporation, 1 KFC/Pizza Hut Express "2n1" under a franchise from KFC Corp. and a license from Pizza Hut Corporation and 1 KFC/A&W "2n1" operated under a franchise from KFC Corporation and a license from A&W Restaurants, Inc. The Company reported a net loss of $1.68 million for the year ended Feb. 26, 2012, compared with a net loss of $988,000 for the year ended Feb. 27, 2011. The Company's balance sheet at Nov. 4, 2012, showed $52.57 million in total assets, $53.24 million in total liabilities and a $675,000 total shareholders' deficit. MUSCLEPHARM CORP: Amends Prospectuses to Update Financials ---------------------------------------------------------- Musclepharm Corporation filed with the U.S. Securities and Exchange Commission post-effective amendments to the following Form S-1 registration statements offering: (a) 87,530 shares of the Company's common stock, par value $0.001 per share, by the selling security holders, including (i) 49,412 Purchase Shares, and (ii) 38,118 Warrant Shares, a copy of which is available at: http://is.gd/GOq9zQ (b) 358,824 shares of the Company's common stock, par value $0.001 per share, by selling security holders including: (i) 51,471 shares underlying warrants held by certain shareholders who purchased common stock purchase warrants in private transactions; (ii) 3,471 shares underlying warrants issued to consultants for services rendered pursuant to consulting agreements; (iii) 172,005 shares of common stock issued to former warrant holders in exchange for the cancellation of previously outstanding warrants; and (iv) 131,877 shares of common stock issued to certain investors in private placement transactions. A copy of the amended prospectus is available at: http://is.gd/G7TZiG (c) offering of up to 1,500,000 shares of its Series D Convertible Preferred Stock, $0.001 par value per share and up to 3,000,000 shares of its common stock, $0.001 par value per share, in which the Series D Preferred Stock is convertible, pursuant to this prospectus, a copy of the amendment is available at http://is.gd/miOyLc The Company filed the post-effective amendments to the Registration Statements for the purpose of updating its financial and other disclosures. All share numbers in this post-effective amendment to the Registration Statement have been adjusted to reflect the 1-for-850 reverse split or the Company's common stock that the Company effected on Nov. 26, 2012. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100% free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. The Company reported a net loss of $23.28 million in 2011, compared with a net loss of $19.56 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $7.81 million in total assets, $15.10 million in total liabilities, and a $7.29 million total stockholders' deficit. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, Berman & Company, P.A., in Boca Raton, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has a net loss of $23,280,950 and net cash used in operations of $5,801,761 for the year ended Dec. 31, 2011; and has a working capital deficit of $13,693,267, and a stockholders' deficit of $12,971,212 at Dec. 31, 2011. NORD RESOURCES: Ross Beaty Owned 30.4% Equity Stake at April 18 --------------------------------------------------------------- Ross J. Beaty disclosed in an amended Schedule 13D with the U.S. Securities and Exchange Commission on April 18, 2013, that he beneficially owned 34,943,835 shares of common stock of Nord Resources Corporation representing 30.4% of the shares outstanding. The 34,250,000 common stock purchase warrants held by Mr. Beaty, previously disclosed in the Original Statement, expired on June 4, 2012, unexercised. A copy of the regulatory filing, as amended, is available at: http://is.gd/KRdG9W About Nord Resources Based in Tuczon, Arizona, Nord Resources Corporation (TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a copper mining company whose primary asset is the Johnson Camp Mine, located approximately 65 miles east of Tucson, Arizona. Nord commenced mining new ore in February 2009. On June 2, 2010, Nord Resources appointed FTI Consulting to advise on refinancing structures and strategic alternatives. Nord Resources disclosed a net loss of $10.25 million on $8.14 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $10.31 million on $14.48 million of net sales in 2011. The Company's balance sheet at Dec. 31, 2012, showed $51 million in total assets, $68.96 million in total liabilities and a $17.96 million total stockholders' deficit. "The results for 2012 continued to reflect the effects of the measures that Nord implemented beginning in July 2010 to reduce our costs, maximize cash flow, and improve operating efficiencies," said Wayne Morrison, chief executive and chief financial officer. Mayer Hoffman McCann P.C., in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company reported net losses of ($10,254,344) and ($10,316,294) during the years ended Dec. 31, 2012, and 2011, respectively. In addition, as of Dec. 31, 2012 and 2011, the Company reported a deficit in net working capital of ($57,999,677) and ($51,783,180), respectively. The Company's significant historical operating losses, lack of liquidity, and inability to make the requisite principal and interest payments due under the terms of the Amended and Restated Credit Agreement with its senior lender raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "The Company's continuation as a going concern is dependent upon its ability to refinance the obligations under the Credit Agreement with Nedbank, the Copper Hedge Agreement with Nedbank Capital, and the note payable with Fisher, thereby curing the current state of default under the respective agreements. Any actions by Nedbank, Nedbank Capital or Fisher Industries to enforce their respective rights could force us into bankruptcy or liquidation." OMEGA NAVIGATION: Cash Collateral Hearing Continued to May 13 ------------------------------------------------------------- The hearing on Omega Navigation Enterprises Inc.'s motion to use cash collateral is continued to May 13, 2013, at 02:00 PM, before the U.S. Bankruptcy Court for the Southern District of Texas. The Debtor's use of the Cash Collateral is also extended until the date of the hearing. As reported in the Troubled Company Reporter on Jan. 8, 2013, HSH Nordbank AG, as agent, asserts that pursuant to the senior facilities agreement and the other senior facilities documents, the Debtors are indebted to the senior facilities lenders in the principal amount of US$242,720,000, plus accrued and accruing interest and all other amounts. The junior lenders assert a lien on inter alia, the ships, all cash collateral and all prepetition collateral pursuant to a US$42,500,000 loan dated March 27, 2008. As adequate protection from diminution in value of the lenders' collateral, the Debtors will: -- make adequate protection payments; -- grant the lenders adequate protection liens in all of their rights, title and interest in their property, and a superpriority administrative expense claim status, subject to carve out. -- provide continued maintenance of, and insurance on, the ships and all of their other assets and property, consistent with the Debtors' prepetition practices. About Omega Navigation Athens, Greece-based Omega Navigation Enterprises Inc. and affiliates, owner and operator of tankers carrying refined petroleum products, filed for Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas in the United States. Omega is an international provider of marine transportation services focusing on seaborne transportation of refined petroleum products. The Debtors disclosed assets of US$527.6 million and debt totaling US$359.5 million. Together, the Debtors wholly own a fleet of eight high-specification product tankers, with each vessel owned by a separate debtor entity. HSH Nordbank AG, as the senior lenders' agent, has first liens on vessels to secure a US$242.7 million loan. The lenders include Bank of Scotland and Dresdner Bank AG. The ships are encumbered with US$36.2 million in second mortgages with NIBC Bank NV as agent. Before bankruptcy, Omega sued the senior bank lenders in Greece contending they violated an agreement to grant a three year extension on a loan that otherwise matured in April 2011. An affiliate of Omega that manages the vessels didn't file, nor did affiliates with partial ownership interests in other vessels. Judge Karen K. Brown presides over the case. Bracewell & Giuliani LLP serves as counsel to the Debtors. Jefferies & Company, Inc., is the financial advisor and investment banker. The Official Committee of Unsecured Creditors has tapped Winston & Strawn as local counsel; Jager Smith as lead counsel; and First International as financial advisor. OTELCO INC: Hires Chapter 11 Professionals ------------------------------------------ Otelco, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ: -- BDO USA, LLP, and BDO Consulting Corporate Advisors, LLC, as auditor and accountant, to be paid $25,000 for billable quarterly review services and the following hourly rates for accounting consultation services: $475-$795 for partners/managing directors, $375-$550 for directors/sr. managers, $325-$424 for managers/vice presidents, $200-$350 for seniors/analysts, and $150-$225 for staff. BDOCCA will also be paid the following hourly rates for financial services: $475-$725 for managing director and $375-$525 for director/manager. -- Warren Averett, LLC, as tax accountants, to be paid an estimated fee of $123,900 to $164,400, plus expenses, of which $40,330, was billed and paid prior to the Petition Date. For any additional related tax services, the firm will be paid the following hourly rates: $325-$405 for partner/member, $190-$325 for manager/senior manager, $160-$190 for supervisor, and $140- $190 for staff/senior accountant. A hearing on the employment applications will be held on May 6, 2013, at 11:30 a.m. Objections are due April 29. The Debtors have also sought and obtained authority from the Bankruptcy Court to employ: -- Wilkiee Farr & Gallagher LLP as bankruptcy co-counsel; -- Young Conaway Stargatt & Taylor, LLP, as bankruptcy co-counsel; -- Dorsey & Whitney LLP as special corporate counsel; -- Evercore Group L.L.C. as investment banker and financial advisor; and -- Kurtzman Carson Consultants LLC to provide administrative Services. About Otelco Inc. Otelco Inc. and 16 affiliated Debtors filed for Chapter 11 protection (Bankr. D. Del. Case No. 13-10593) on March 24, 2013. Otelco filed for chapter 11 in order to implement its "pre- packaged" financial restructuring plan -- a plan that already has been accepted by 100% of the Company's senior lenders, as well as holders of over 96% in dollar amount of Otelco's senior subordinated notes who cast ballots. Otelco's restructuring plan will strengthen the Company by deleveraging its balance sheet and reducing its overall indebtedness by approximately $135 million. Because of the overwhelming support Otelco's plan has received from both its secured and unsecured creditors (including holders of the Company's IDS units), Otelco anticipates that the Company will be able to complete its financial restructuring at the end of the second quarter of 2013. The Company's restructuring counsel is Willkie Farr & Gallagher LLP and its financial advisor is Evercore Partners. The restructuring counsel for the administrative agent for the senior lenders is King & Spalding LLP and its financial advisor is FTI Consulting. Otelco Inc. is a wireline telecommunication services provider in Alabama, Maine, Massachusetts, Missouri, New Hampshire, Vermont and West Virginia. OVERSEAS SHIPHOLDING: Stock Ownership Guidelines Modified --------------------------------------------------------- The board of directors of Overseas Shipholding Group, Inc., has approved changes to the stock ownership guidelines for senior management employees. The Guidelines generally require that during each fiscal quarter, senior management employees maintain ownership of at least a specific number of shares of the common stock of the Company. In connection with the decline in the price of Common Stock, the Board has waived, effective April 18, 2013, the quarterly stock ownership requirements in the Guidelines (1) provided that no employee may sell Common Stock if he possesses material, nonpublic information about the Company, and (2) provided further that any employee possessing nonpublic information about the Company's cash balances may sell shares of Company common stock only (i) during the five business day period after the second business day after the filing of a Current Report on Form 8-K with the United Sates Securities and Exchange Commission of a Monthly Operating Report for the Company which discloses the Company's cash balances as of the last day of the second month prior to the date of such filing and (ii) if the nonpublic information that employee possesses about the Company's cash balances is not material. 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 BEACON: Fitch Affirms 'BB' Rating on Class III Bonds ------------------------------------------------------------ Fitch Ratings has affirmed its ratings on the following classes of Pacific Beacon LLC, military housing taxable revenue bonds (Naval Base San Diego Unaccompanied Housing Project), 2006 series A (the bonds): -- $187 million class I bonds at 'AA-'; -- $64 million class II bonds at 'A-'; -- $56 million class III bonds at 'BB'. The Rating Outlook for the bonds is Stable. SECURITY The bonds are special limited obligations of the issuer primarily secured by pledged revenues from the operation of the unaccompanied housing project known as Pacific Beacon at the San Diego Naval Base. The absence of a cash funded debt service reserve fund limits protections afforded bondholders. KEY RATING DRIVERS ADEQUATE DEBT SERVICE COVERAGE: The ratings on the class I, II and III bonds are being affirmed based on the 2012 debt service coverage ratios (DSCR) of 1.77x, 1.33x and 1.09x which exceeded projections of 1.69x, 1.28x and 1.05x but were slightly reduced from 2011 ratios of 1.81x, 1.36x and 1.11x, respectively. BAH INCREASED: The Basic Allowance for Housing (BAH) at Naval Base San Diego increased by 1.4% in 2013 from 2012. Additionally, BAH increased at a rate of 8.5% on average from 2008 - 2013. ABSENCE OF CASH RESERVE: Debt service reserve fund is sized at maximum annual debt service and is satisfied by a surety bond. SENSITIVITIES BAH DECREASE: A material decrease in BAH for the San Diego market area in the near term. DECREASED OCCUPANCY AND/OR INCREASED EXPENSES: Management's inability to maintain current occupancy levels and/or control project operating expenses could negatively impact DSCRs. INCREASE IN PERCENTAGE BAH: An increase in the percentage of BAH allowed for the project per the Department of Defense which could potentially increase revenue to the project and debt service coverage. CREDIT PROFILE PROJECT OVERVIEW The project, which is located at Naval Base San Diego, consists of 1,199 units made up of Pacific Beacon (1,882 beds) and Palmer Hall (1,032 beds) and operates under the name Pacific Beacon. The original scope included upgrading and renovating existing two- bedroom residential units at Palmer Hall and the construction of three new buildings/towers known as Pacific Beacon with two- bedroom units. The project includes a fitness facility, a multiuse area and parking. OCCUPANCY AND TENANT MIX The project is currently 97% occupied and demonstrated 96.5% occupancy for the 12-month period ending December 2012. Management reports that the project experiences nearly 81% turnover per year which is largely driven by the deployment of existing tenants. Together, project occupancy levels and the rank of the tenant base occupying the units play key roles in determining the amount of revenue generated by the project, as BAH amounts vary by rank level. Currently, 91% of the beds (up from 85% in 2011-2012) are leased to service members with a rank of E4 or below. Management reports that it does not expect that the large percentage of beds being leased to this segment of the service member population will change in the near future. The Department of Defense has the ability (but is not required) to distribute a higher percentage of the BAH to the E4 and below service members who occupy this project. The property began paying property management fees in 2012 after being waived in 2010 and 2011. Project is currently accruing approximately $11.8 million in deferred fees. PROJECTED DEBT SERVICE COVERAGE The 2013 budget for the property incorporates a 4.5% economic vacancy assumption, assumes no change in BAH and demonstrates the following expectation for debt service coverage ratios for 2013: -- Class I bonds: 1.72x -- Class II bonds: 1.29x -- Class III bonds: 1.06x Debt service, as originally planned, increased dramatically to $19.6 million in 2011 (from $16.3 million in 2010) with principal starting to amortize. Debt service remains nearly level throughout the life of the bonds. Debt service in 2012 was $19.9 million. Fitch views unaccompanied military housing projects as having more risk than military family housing projects given the varied profile of the respective tenant bases. Unaccompanied housing projects tend to be subject to higher levels of physical wear and higher annual turn over which leads to higher operating expenses. Therefore, Fitch expects that the DSCRs for an unaccompanied project will be higher than those of military family housing transactions at the same rating level to account for this dynamic. DEBT SERVICE RESERVE FUND The transaction maintains a surety bond for the debt service reserve fund (DSRF) sized at maximum annual debt service from MBIA. Fitch does not assign any value to the MBIA surety bond and does not rely on its presence in the event of project financial deterioration. In addition, there is an excess collateral agreement in place in the amount of $10 million which acts as a line of credit to the project from Merrill Lynch (rated 'A/F1'; Stable Outlook by Fitch) with a wrap from AIG (rated 'BBB+'; Stable Outlook). At this time the surety bond and excess collateral agreement providers have had their creditworthiness downgraded or withdrawn completely since the issuance of the bonds. As a result, Fitch no longer gives any credit in the analysis to those agreements. PAL FAMILY TRUST: Dismissal of Chapter 7 Case Upheld ---------------------------------------------------- District Judge Kenneth M. Karas affirmed the bankruptcy court's decision dismissing Pal Family Trust's Chapter 7 case (Bankr. S.D.N.Y. Case No. 11-22214) on Aug. 20, 2012. Following more than a year of proceedings, the bankruptcy court dismissed Pal Family Trust's Chapter 7 case citing its failure to comply with its obligations to file schedules, provide the Trustee with tax returns and other documents, and cure the deficiencies in filing prior to the deadline for doing so. The decision specifically barred Pal Family Trust from commencing a bankruptcy case in any bankruptcy court for 180 days without first obtaining leave of the bankruptcy court. On Aug. 28, 2012, the bankruptcy court denied Pal Family Trust's motion for reconsideration. The case before the District Court is, PAL FAMILY TRUST, Appellant, v. TICOR TITLE INSURANCE ET AL., Appellees. Case No. 12-CV-8029 (KMK) (S.D.N.Y.). A copy of the District Court's April 10, 2013 Opinion and Order is available at http://is.gd/DVk4gYfrom Leagle.com. PEDEVCO CORP: Has $8.5-Mil. Restated Net Loss in Q3 2012 -------------------------------------------------------- PEDEVCO Corp., formerly Blast Energy Services, Inc., filed on April 18, 2012, Amendment No. 2 to the first amendment of its quarterly report on Form 10-Q for the quarter ended Sept. 30, 2012, as filed with the SEC on Nov. 23, 2012, to: * Properly classify the Company's issuance of 368,345 shares of Series A preferred stock to a related party as a stock subscriptions receivable rather than a note receivable. * Properly account for the issuance of 279,749 shares of Series A preferred stock at the then market price of $2.00 per share rather than the $0.75 per share previously used, which resulted in the recognition of a loss on settlement of payables of $139,874. * Properly present the classification of Series A Preferred Shares issued and outstanding; the par value and additional paid in capital for the 1,666,667 shares of Series A preferred stock outside of the stockholders' equity as the redemption of such shares is outside the control of the issuer. The first amendment to the quarterly report on Form 10-Q of Pedevco Corp. for the quarter ended Sept. 30, 2012, was filed to: * Include pro forma financial information in connection with the July 27, 2012 closing of the merger between Pacific Energy Development, Inc., and a wholly owned subsidiary of the Company; and * Revise certain information provided in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations and Financial Condition" to correct amounts previously disclosed. The Company's restated net loss for the three months ended Sept. 30, 2012, was $8.5 million on $175,183 of revenue, compared with a net loss of 216,563 on $nil revenue for the same period of 2011. The Company's restated net loss was $9.5 million on $332,848 of revenue for the nine months ended Sept. 30, 2012, compared with as net loss of $298,688 on $nil revenue for the period from Feb. 9, 2011 (Inception) to Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2012, showed $11.6 million in total assets, $4.0 million in total liabilities, $1.3 million of Series A convertible preferred stock, and stockholders' equity of $6.3 million. According to the regulatory filing, the Company has incurred losses from operations of $10.2 million from the date of inception (Feb. 9, 2011) through Sept. 30, 2012. "Additionally, the Company is dependent on obtaining additional debt and/or equity financing to roll-out and scale its planned principal business operations. These factors raise substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q/A Amendment No. 2 is available at: http://is.gd/Y3BtAp A copy of the Form 10-Q/A Amendment No. 1 is available at: http://is.gd/V9AVAx Danville, California-based PEDEVCO Corp. is an energy company engaged in the acquisition, exploration, development and production of oil and natural gas resources in the United States, with a primary focus on oil and natural gas shale plays and a secondary focus on conventional oil and natural gas plays. Its current operations are located primarily in the Niobrara Shale play in the Denver-Julesburg Basin in Morgan and Weld Counties, Colorado and the Eagle Ford Shale play in McMullen County, Texas. The Company also holds an interest in the North Sugar Valley Field in Matagorda County, Texas, though the Company considers this a non-core asset. PEDEVCO CORP: Files Amendment to 2012 Annual Report --------------------------------------------------- PEDEVCO Corp., formerly Blast Energy Services, Inc., filed on April 19, 2012, Amendment No. 1 to its annual report on Form 10-K, for the year ended Dec. 31, 2012, to: (i) to properly classify the issuance of 368,345 shares of the Company's Series A Preferred Stock to a related party as a stock subscriptions receivable rather than a note receivable; and (ii) to properly present on the balance sheet and the statement of stockholders' equity the classification of the shares of Series A Preferred Stock issued and outstanding and the par value and additional paid in capital for the 1,666,667 shares of Series A preferred stock presented outside of shareholders' equity (due to the redemption of such shares being outside of the Company's control). In addition, this Amendment No. 1 includes expanded disclosure under Part II, Item 9A, Controls and Procedures, to include a statement identifying the framework used by management to evaluate the effectiveness of our internal control over financial reporting, and to include a statement that the Company's internal control over financial reporting is not effective. The Company reported a net loss of $12.0 million on $503,153 of oil and gas sales in 2012, compared with a net loss of $763,677 on $0 oil and gas sales for the period from Feb. 9, 2011 (Inception) through Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $11.1 million in total assets, $4.8 million in total liabilities, $1.2 million in Redeemable Series A convertible preferred stock, and stockholders' equity of $5.1 million. A copy of the Form 10-K/A (Amendment No. 1) is available at http://is.gd/oo9M0u Danville, California-based PEDEVCO Corp. is an energy company engaged in the acquisition, exploration, development and production of oil and natural gas resources in the United States, with a primary focus on oil and natural gas shale plays and a secondary focus on conventional oil and natural gas plays. Its current operations are located primarily in the Niobrara Shale play in the Denver-Julesburg Basin in Morgan and Weld Counties, Colorado and the Eagle Ford Shale play in McMullen County, Texas. The Company also holds an interest in the North Sugar Valley Field in Matagorda County, Texas, though the Company considers this a non-core asset. * * * As reported in the TCR on April 11, 2013, GBH CPAs, PC, in Houston, Texas, expressed substantial doubt about PEDEVCO Corp.'s ability to continue as a going concern, citing the Company's loss from continuing operations for the year ended Dec. 31, 2012, and accumulated deficit at Dec. 31, 2012. PEMCO WORLD AIR: Chapter 11 Plan Confirmed ------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that WAS Services Inc., named Pemco World Air Services Inc. before the business was sold, received a confirmation order from the bankruptcy court on April 22 approving the Chapter 11 reorganization plan. The disclosure statement told unsecured creditors they shouldn't expect to recover more than 3 percent on claims that might total $72 million. Only unsecured creditors were affected by the plan. About 97 percent in amount and 78 percent in number of unsecured claims voted in favor of the plan. Secured lender Sun Capital Partners Inc. bought the business after a previously approved sale fell through. There were only about $700,000 in secured claims remaining after the sale, according to the disclosure statement. About Pemco World Headquartered in Tampa, Florida Pemco World Air Services -- http://www.pemcoair.com/-- performs large jet MRO services, and has operations in Dothan, AL (military MRO and commercial modification), Cincinnati/Northern Kentucky (regional aircraft MRO), and partner operations in Asia. Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 12-10799) on March 5, 2012. Young Conaway Stargatt & Taylor, LLP has been tapped as general bankruptcy counsel; Kirkland & Ellis LLP as special counsel for tax and employee benefits issues; AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as investment banker; and Epiq Bankruptcy Solutions LLC as notice and claims agent. On March 14, 2012, the U.S. Trustee appointed an official committee of unsecured creditors. On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case No. 12-11242) filed its own Chapter 11 bankruptcy petition. Sun Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS Aviation Services Holding Corp., which in turn owns 100% of the stock of debtor WAS Aviation Services Inc., which itself owns 100% of the stock of Pemco World Air Services Inc. Pemco also owes Sun Aviation $5.6 million. As a result, Sun Aviation is seeking separate counsel. However, Sun Aviation obtained an order jointly administering its case with those of the Pemco debtors. On June 15, the bankruptcy court approved sale of Pemco's business for $41.9 million cash to an affiliate of VT Systems Inc. from Alexandria, Virginia. Boca Raton, Florida-based Sun Capital was under contract to make the first bid at auction for the provider of heavy maintenance and repair services for commercial jet aircraft. The Debtor was renamed to WAS Services Inc. following the sale. PHOENIX COS: Commences Consent Solicitation on 7.45% Bonds ---------------------------------------------------------- The Phoenix Companies, Inc. on April 24 disclosed it is seeking consent of bondholders holding the majority in principal amount of its 7.45% Quarterly Interest Bonds due 2032 (CUSIP 71902E 20 8) to amend the indenture governing the bonds and provide a related waiver. The consent would allow the company to extend the date for providing the bond trustee with its third quarter 2012 Form 10-Q, 2012 Form 10-K, and its quarterly reports on Form 10-Q for the first, second and third quarters of 2013 to December 31, 2013. The solicitation follows management's conclusion that it requires additional time to provide the 2012 reports and its belief that this extension provides adequate time to resume a timely filing schedule. Also today, the company updated the status of its restatement of prior period GAAP financial statements and the filing of its third quarter 2012 Form 10-Q and 2012 Form 10-K with the Securities and Exchange Commission (SEC), saying it will comment on both timing and estimated financial impact on or before May 31, 2013. At that time, the company also will provide estimated operating metrics for the first quarter of 2013 and comment on statutory financial results for Phoenix Life Insurance Company (PLIC), its principal operating subsidiary. 7.45% QUARTERLY INTEREST BONDS DUE 2032 -- Phoenix is required to file its quarterly and annual reports with the bond trustee within 15 days after the applicable filing deadline. After each deadline, the trustee or holders representing 25% or more in outstanding principal amount of the bonds may then initiate a 60-day "cure" period. If the reports are not delivered to the trustee before the cure period expires, the trustee or holders representing 25% or more in outstanding principal amount of the bonds can request acceleration of maturity. -- In January 2013, Phoenix received valid consents from bondholders that allowed the company to extend the date for providing its third quarter 2012 Form 10-Q to the bond trustee to March 31, 2013. The consents were in excess of the majority of the outstanding principal amount of the bonds required for approval. -- Phoenix did not meet the respective deadlines for providing the trustee with its third quarter 2012 Form 10-Q or its 2012 Form 10- K and does not expect to deliver these reports within the cure period. -- In addition, because of the length of time required to complete the restatement, the company believes it may not be able to timely file its quarterly reports on Form 10-Q for the first, second and third quarters of 2013. As a result, on April 24 the company began soliciting its bondholders for another consent that would extend to December 31, 2013 the deadline for providing the trustee with the required SEC reports for the third quarter and full-year 2012 and the first, second and third quarters of 2013. -- The solicitation will expire at 5:00 p.m., EDT, on May 21, 2013, or such date and time to which the company may extend it. Only bondholders of record as of 5:00 p.m., EDT, on April 23, 2013 may provide consents and receive the consent fee. -- Phoenix is making a Consent Solicitation Statement available to its bondholders through the bank or broker where their bonds are held and will begin outreach for their consent to the amendments. If the consent solicitation is successful, and subject to the conditions described in the Consent Solicitation Statement, bondholders will be compensated for their consent in the amount of $0.0625 for each $25 in principal amount. -- Morgan Stanley & Co. LLC is serving as Solicitation Agent and D.F. King & Co., Inc. is serving as Information and Tabulation Agent for this solicitation. Bondholders needing assistance or additional copies of the Consent Solicitation Statement should call D.F. King at 1-800-829-6551. Bankers and brokers should call D.F. King at 1-212-269-5550. Inquiries to D.F. King also may be sent via email to pfx@dfking.com General questions may be directed to Morgan Stanley at 1-800-624- 1808. -- The company believes it will obtain bondholder consent to this extension. Even if the solicitation is unsuccessful, the company believes acceleration to be unlikely because of, among other things, the favorable interest rate paid on the bonds. However, the company believes it would have adequate liquidity in the holding company to meet its obligations if an acceleration occurs directly after the expiration of the cure period. This announcement is not a solicitation of consents with respect to any bonds. The consent solicitation is being made solely by a Consent Solicitation Statement and related documents. UPDATE ON RESTATEMENT AND FILING OF GAAP AND STATUTORY FINANCIAL STATEMENTS -- Phoenix said on April 24 it has made significant progress on the restatement and will provide further updates on both timing and estimated financial impact on or before May 31, 2013. At that time, the company also will provide estimated operating metrics for the first quarter of 2013 and comment on PLIC's statutory financial results. PLIC plans to file its unaudited statutory financial results for the first quarter of 2013 with the New York Department of Financial Services by May 15, 2013. -- On Nov. 8, 2012, Phoenix announced it would restate previously issued GAAP financial statements for the years ended December 31, 2011, 2010 and 2009, the interim periods for 2011, and the first and second quarters of 2012. In its announcement, the company said it was delaying filing its third quarter 2012 Form 10-Q pending the filing of restated financial results. The company last provided an update on the restatement and filing of GAAP financial results on March 15, 2013. -- More details regarding the restatement are contained in a Current Report on Form 8-K/A filed with the SEC today. NEWS RELEASE OF MARCH 15, 2013 The company advises that the "Full Year 2012 Statutory Results for Phoenix Life Insurance Company" and "Fourth Quarter and Full Year 2012 Estimated Operating Metrics for The Phoenix Companies, Inc." reported on March 15, 2013 can continue to be relied upon. Investors are cautioned not to rely upon other estimated GAAP financial information provided by the company since the announcement of the restatement, including in the March 15, 2013 news release, as the company continues to progress through the restatement process. ANNUAL MEETING OF SHAREHOLDERS Phoenix plans to announce the date for its 2013 Annual Meeting of Shareholders when it files its 2012 Form 10-K. About Phoenix Headquartered in Hartford, Connecticut, The Phoenix Companies, Inc. -- http://www.phoenixwm.com-- is a boutique life insurance and annuity company serving customers' retirement and protection needs through select independent distributors. * * * In March 2013, Moody's Investors Service downgraded the senior debt rating of The Phoenix Companies, Inc.to Caa1 from B3 and continues the review for downgrade. In addition, Moody's maintained its review for downgrade of the Ba2 insurance financial strength rating of the company's life insurance subsidiaries, led by Phoenix Life Insurance Company and the B1 (hyb) debt rating of Phoenix Life's surplus notes. The rating action was prompted by the company's announcement of continued delays in the filing of its GAAP financial statements. PLAYPOWER INC: Weak Revenues Prompt Moody's to Lower CFR to Caa2 ---------------------------------------------------------------- Moody's Investors Service lowered PlayPower, Inc.'s Corporate Family Rating Caa2 from Caa1 and the Probability of Default to Caa2-PD from Caa1-PD. Concurrently, Moody's lowered the rating on the company's $121.4 million Second Lien Term Loan to Caa2 from Caa1. The outlook is stable. The rating downgrade reflects Moody's expectation that PlayerPower's revenue and earnings will remain under pressure in the foreseeable future due to lower demand for its commercial playground products particularly in the European market. The unfavorable industry and economic headwinds, combined with the company's aggressive financial leverage and weakened liquidity position, make it particularly vulnerable to further decline in revenues. As of December 31, 2012, leverage as measured by debt/EBITDA (including Moody's standard adjustments including the subordinated PIK notes), was approximately 7.3x and there was a very modest cushion under the financial covenant. The following ratings were lowered: Corporate Family Rating to Caa2 from Caa1; Probability of Default rating to Caa2-PD from Caa1-PD; and $121.4 million Second Lien Term Loan due June 30, 2015, to Caa2 (LGD3, 44%). Ratings Rationale The Caa2 Corporate Family Rating reflects PlayPower's declining revenue trends, high leverage and weak free cash flow in the medium term. The rating is also constrained by its modest revenue scale of roughly $217 million, its heavy reliance on municipal spending and the discretionary nature of the company's product offerings. While its diversified global operation is a longer-term competitive advantage, it also has exposed PlayPower to the near- to-medium volatilities in Europe --due to the on-going economic uncertainties from recession and/or austerity programs that would affect demands for the company's products. PlayPower's strong position within each of its product lines in the fragmented industry supports the rating. The stable outlook reflects Moody's view that the company's US business, which accounts for roughly more than 50% total revenue, will likely remain relatively stable partially offsetting the likely earnings weakness in Europe over the next year. In addition, the current stable outlook anticipates adequate (albeit weakened) liquidity in the next 12 months although free cash flow will be modest and the cushion will remain tight for the minimum EBITDA covenant test. An upgrade could be considered if liquidity improves, revenues stabilize and operating profitability improves. Further, the company's ability to generate higher sustained cash flow and improved credit metrics would support an upgrade. A deterioration in liquidity could result in a downgrade. An increase in the probability of a distressed exchange or concern regarding the company's ability to refinance its 2015 debt maturity could also result in a downgrade. The principal methodology used in this rating was the Global Consumer Durables 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. PlayPower, based in Huntersville, North Carolina, provides recreational products of commercial playground equipment, park amenities and marine accessories. The company distributes its play systems under the Miracle Recreation, Hags Play, SoftPlay, Little Tikes, SMP and Record RSS product lines, and its rotationally molded self-floating dock and lift system under the EZ Dock line. PlayPower is 100% owned by Apollo Investments Corporation (Apollo). PROMMIS HOLDINGS: Hires Huron Consulting as Financial Advisors -------------------------------------------------------------- Prommis Holdings, LLC, asks the Bankruptcy Court for permission to employ Huron Consulting Services LLC as financial advisors, nunc pro tunc to March 18, 2013. The Debtors engaged Huron on March 6, 2013, to provide certain financial advisory and consulting services. The firm has agreed to: a. review restructuring and wind-down alternatives and bankruptcy planning; b. as part of the Debtors' planning and wind-down plan, prepare the Debtors for a bankruptcy filing; and c. review and provide feedback on the Debtors' 13-week cash flow projections to support. Jeffrey M. Beard, the firm's managing director, attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Huron will be paid in accordance with these terms: * Huron will charge on an hourly fee basis based on the actual hours worked, but in no event will the charges for work performed in any month exceed $75,000. * Huron will receive a success fee equal to $100,000 of net proceeds from the transaction greater than $15 million but less than $25 million, plus 2% of the net proceeds in excess of $25 million. * Huron's standard hourly billing rates as of Jan. 1, 2013 are: Title Hourly Rate ----- ----------- Managing Director $675 to $750 Director $535 to $620 Manager $420 to $450 Associate $350 Analyst $250 Prior to the petition date, the Debtors paid Huron a $75,000 as advance payment. A hearing is slated for April 25. About Prommis Holdings Atlanta, Georgia-based Prommis Holdings LLC and its 10 affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case No. 13-10551) on March 18, 2013. Judge Brendan Linehan Shannon presides over the case. Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, serves as the Debtors' counsel, while Kirkland & Ellis LLP serves as co-counsel. The Debtors' restructuring advisor is Huron Consulting Services, LLC. Donlin Recano & Company, Inc., is the Debtors' claims agent. Prommis Holdings estimated between $10 million and $50 million in assets and $50 million and $100 million in liabilities. The petitions were signed by Charles T. Piper, chief executive officer. PROMMIS HOLDINGS: Employs Kirkland & Ellis as Attorneys ------------------------------------------------------- Prommis Holdings LLC asks the Bankruptcy Court for permission to employ Kirkland & Ellis LLP as their attorneys, nunc pro tunc to the Petition Date. K&E intends to apply for compensation for professional services rendered on an hourly basis and reimbursement of expenses incurred in connection with the Chapter 11 cases. K&E's current hourly rates are: Billing Category U.S. Range ---------------- ---------- Partners $655 to $1,150 Of Counsel $450 to $1,150 Associates $430 to $799 Paraprofessional $150 to $335 K&E represented the Debtors' corporate predecessor, Prommis Solutions Holding Corp., for several years. About Prommis Holdings Atlanta, Georgia-based Prommis Holdings LLC and its 10 affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case No. 13-10551) on March 18, 2013. Judge Brendan Linehan Shannon presides over the case. Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, serves as the Debtors' counsel, while Kirkland & Ellis LLP serves as co-counsel. The Debtors' restructuring advisor is Huron Consulting Services, LLC. Donlin Recano & Company, Inc., is the Debtors' claims agent. Prommis Holdings estimated between $10 million and $50 million in assets and $50 million and $100 million in liabilities. The petitions were signed by Charles T. Piper, chief executive officer. PROMMIS HOLDINGS: Hires Womble Carlyle as Restructuring Counsel --------------------------------------------------------------- Prommis Holdings LLC asks the U.S. Bankruptcy Court for permission to employ Womble Carlyle Sandridge & Rice LLP as the Debtors' restructuring counsel, nunc pro tunc to March 18, 2013. The Debtors said that the retention of Womble Carlyle is necessary and will allow the Debtors to operate more effectively given Womble Carlyle's specialized knowledge of bankruptcy laws and procedures in Delaware. The lead Womble Carlyle attorney who will represent the Debtors is Steven K. Kortanek, a partner with an hourly rate of $610. Other professionals that will be part of the engagement include: Professional Hourly Rates ------------ ------------ Matthew P. Ward, partner $470 Thomas M. Horan $380 Ericka F. Johnson $315 Attorneys at the firm charge $190 to $700 per hour while paraprofessional charge $65 to $295 Mr. Kortanek attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The Debtor initially paid a $250,000 retainer to the firm. A hearing is scheduled for April 25, 2013 at 11:30 a.m. About Prommis Holdings Atlanta, Georgia-based Prommis Holdings LLC and its 10 affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case No. 13-10551) on March 18, 2013. Judge Brendan Linehan Shannon presides over the case. Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, serves as the Debtors' counsel, while Kirkland & Ellis LLP serves as co-counsel. The Debtors' restructuring advisor is Huron Consulting Services, LLC. Donlin Recano & Company, Inc., is the Debtors' claims agent. Prommis Holdings estimated between $10 million and $50 million in assets and $50 million and $100 million in liabilities. The petitions were signed by Charles T. Piper, chief executive officer. PUBLIC SERVICE ENTERPRISE: S&P Ups Preferred Stock Rating From BB+ ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit ratings on Public Service Enterprise Group Inc., Public Service Electric & Gas Co., and PSEG Power LLC to 'BBB+' from 'BBB'. S&P also raised the rating on Public Service Electric & Gas Co.'s senior secured debt to 'A' from 'A-' and on its preferred stock to 'BBB-' from 'BB+'. S&P also raised its ratings on PSEG Power LLC's senior unsecured debt to 'BBB+' from 'BBB'. In addition, S&P is affirming the 'A-2' short-term rating on Public Service Enterprise Group Inc., and Public Service Electric & Gas Co. The rating outlook on all three issuers is stable. The upgrade reflects the growing positive influence on PSEG of the regulated utility, PSE&G, whose business profile S&P views as "excellent" (as Standard & Poor's defines the term). The regulated operations are expected to provide an increasing share of the consolidated company's cash flow as about 80 percent of capital expenditures over the next few years will be by the utility. This will alter significantly the relative weight within PSEG of the utility and PSEG Power, whose higher risk merchant power business profile S&P considers "strong". While the unregulated operations are volatile by their nature, the merchant generation fleet has provided a substantial level of relatively consistent cash flow for many years, thereby supporting the group's consolidated creditworthiness. However the depressed price of natural gas in the past few years, compounded by the impact of the recession on electric demand, has weakened the outlook for merchant power and made the utility a more attractive longer-term investment opportunity for management. S&P estimates that PSEG Power's cash flow contribution to the consolidated entity will decrease to less than 40 percent over the next three years. In the short term, 100 percent of total base load energy margins remain under contract through 2013, which should provide a relatively stable source of cash flow. The growing influence of the regulated business is enhancing the consolidated risk profile of PSEG and should do so for several years. Standard & Poor's expects very little incremental growth at the merchant operations, where the focus will be on operational excellence and cost control. S&P believes that PSEG's strong operating performance, together with adjusted FFO to debt of about 26 percent for the consolidated company, support the 'BBB+' rating. The Energy Strong initiative announced in February 2013 potentially enhances credit quality by possibly providing even greater momentum to the already utility-focused capital program. "We could raise the rating if the company continues to invest disproportionately in its regulated businesses such that these operations represent more than 65 percent of PSEG and consolidated FFO to debt is consistently greater than 28 percent. S&P could lower the ratings if FFO to debt is consistently lower than 22 percent, which could occur if there is a sustained decrease in natural gas prices, power prices, or unfavorable developments in the capacity markets," said Standard & Poor's credit analyst Richard Cortright Jr. REALOGY GROUP: Moody's Rates Proposed $450MM Sr. Notes 'Caa2' ------------------------------------------------------------- Moody's Investors Service assigned a Caa2 rating to Realogy Group LLC's proposed $450 million Senior Unsecured Notes due 2016. The proceeds of the new notes and revolving credit loans will be used to repay in full $492 million of Senior Unsecured Notes due 2017 and premiums, fees and expenses. The Caa2 rating on the notes due 2017 will be withdrawn when they are redeemed. The Caa2 rating on the 12% Senior notes, which were repaid in full, were withdrawn. Rating Rationale "The refinancing of the 11.5% notes due 2017 at a lower coupon is a credit neutral action; interest expense will be lowered but liquidity will be reduced as the revolver is being drawn substantially and the new notes mature one year sooner," noted Edmond DeForest, Senior Analyst at Moody's. Overall liquidity remains good, reflected in the Speculative Grade Liquidity rating of SGL-2. Moody's expects revolver loans to be reduced through the application of free cash flow over the course of 2013. Moody's expects Realogy to continue to refinance high cost debt with low cost debt opportunistically. Moody's also expects Realogy to reduce its still high debt burden ($5.4 billion at December 31, 2012, after Moody's standard adjustments and pro forma for debt that has been repaid in 2013 to date), through application of free cash flow, which Moody's estimates will be about $200 million to $250 million this year. The following rating (assessment) was assigned: Senior Unsecured Notes due 2016, Caa2 (LGD6, 92%) The following rating was withdrawn: 12% Senior Notes due 2017, WR from Caa2 (LGD5, 89%) The following ratings were not changed (assessments revised): Senior Secured Revolving Credit Facility due 2018, B1 (to LGD2, 29% from LGD2, 26%) Senior Secured Term Loan due 2020, B1 (to LGD2, 29% from LGD2, 26%) Senior Secured 1st Lien Notes due 2020, B1 (to LGD2, 29% from LGD2, 26%) Senior Secured 1 � Lien Notes due 2019, Caa1 (to LGD5, 77% from LGD5, 72%) Senior Secured 1 � Lien Notes due 2020, Caa1 (to LGD5, 77% from LGD5, 72%) The principal methodology used in this rating was Global Business & Consumer Service Industry published in October 2010. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Realogy Group LLC is a global provider of real estate and relocation services, mostly in the US. The company operates in four segments: real estate franchise services, company owned real estate brokerage services, relocation services and title and settlement services. REALOGY GROUP: S&P Assigns 'B-' Rating on $450MM Senior Notes ------------------------------------------------------------- Standard & Poor's Ratings Services assigned U.S. real estate franchising and brokerage company Realogy Group LLC's proposed $450 million senior notes due 2016 an issue-level rating of 'B-', with a recovery rating of '6', indicating S&P's expectation for negligible (0% to 10%) recovery for lenders in the event of a payment default. Realogy plans to use the proceeds to refinance a portion of its 11.5% senior unsecured notes due 2017. All other ratings on Realogy, including the 'B+' corporate credit rating, are unchanged. The 'B+' corporate credit rating on Realogy Group LLC reflects Standard & Poor's Ratings Services' assessment of the company's financial risk profile as "highly leveraged" and S&P's assessment of its business risk profile as "satisfactory," according to its criteria. S&P's assessment of Realogy's financial risk profile as highly leveraged reflects its expectation that total lease-adjusted debt to EBITDA will be in the low-6x area and funds from operations (FFO) to total adjusted debt will be in the high-single-digit percentage area in 2013, mostly as a result of EBITDA growth in the low- to mid-teens percentage area in 2013. In addition, S&P's economists are increasingly confident the U.S. residential housing market is experiencing a sustained recovery in terms of existing home sales and price improvement. Furthermore, S&P believes that Realogy's EBITDA coverage of interest will improve to the mid-2x area in 2013. S&P's assessment of the company's business risk profile as satisfactory is based on Realogy's strong residential real estate brokerage brands, including CENTURY 21, Coldwell Banker, The Corcoran Group, ERA, and Sotheby's; good market position; and geographic diversity. Realogy announced preliminary first-quarter 2013 earnings, reporting an estimate for nearly 10% revenue growth driven by 14% growth in sales volumes. In addition, the company estimates significant EBITDA growth in the seasonally weak quarter. These estimates are modestly stronger than S&P's full-year 2013 expectations, as it expects volume growth to moderate at Realogy in the second half of 2013. REX ENERGY: S&P Retains 'B-' Rating on 8.875% Sr. Unsecured Notes ----------------------------------------------------------------- Standard & Poor's Ratings Services said its 'B-' senior unsecured debt rating on State College, Pa.-based Rex Energy Corp.'s 8.875 percent senior unsecured notes due 2020 remains unchanged after the company announced it will seek to add on $100 million to the existing $250 million notes outstanding. This brings the total issue amount to $350 million. The recovery rating on the notes is '5', indicating S&P's expectation of modest (10% to 30%) recovery in the event of a payment default. S&P notes that the recovery expectations for the senior unsecured notes are at the low end of the '5' recovery rating. If the company decides to increase the size of the note offering or increases the commitment size on its revolver, S&P would need to reassess and evaluate the recovery and issue level ratings. S&P's 'B' corporate credit rating and stable outlook on the company remains unchanged. The company intends to use the note proceeds to fund a portion of its 2013 capital expenditures and for general corporate purposes. "The ratings on Rex Energy Corp. reflect our assessment of the company's 'vulnerable' business risk profile and its 'highly leveraged' financial risk," said Standard & Poor's credit analyst Marc Bromberg. The ratings incorporate the company's relatively small size and scale, its limited geographic diversity, meaningful proportion of reserves and production exposed to weak natural gas prices, current lack of takeaway capacity, its relatively high cost base, a high proportion of riskier proved undeveloped reserves, and its participation in the capital-intensive and very cyclical exploration and production industry. Ratings also reflect the company's "adequate" liquidity and its prospects for increased condensate production, especially natural gas liquids. RATINGS LIST Rex Energy Corp. Corporate credit rating B/Stable/-- Ratings Unchanged Rex Energy Corp. $350 mil 8.875% sr. unsecd notes due 2020 B- Recovery rating 5 RITE AID: Michel Coutu Quits as Director ---------------------------------------- Michel Coutu, a member of the Board of Directors of Rite Aid Corporation, notified the Company of his resignation, effective as of April 17, 2013, as required pursuant to the Amended and Restated Stockholder Agreement, dated Aug. 23, 2006, amended and restated as of June 4, 2007, by and among Rite Aid, The Jean Coutu Group (PJC) Inc. and certain Coutu family members, following the sale of 72.5 million shares of Company common stock by Jean Coutu Group. In addition, on April 17, 2013, Mary F. Sammons, a member of the Board of the Company, notified the Company of her intention not to stand for re-election as a Director at the Company's 2013 annual meeting of stockholders. About Rite Aid Corp. Drugstore chain Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is one of the nation's leading drugstore chains with 4,626 stores in 31 states and the District of Columbia and fiscal 2012 annual revenues of $26.1 billion. For the 52 weeks ended March 2, 2013, the Company reported net income of $118.10 million on $25.39 billion of revenues, as compared with a net loss of $368.57 million on $26.12 billion of revenues for the 53 weeks ended March 3, 2012. The Company's balance sheet at March 2, 2013, showed $7.07 billion in total assets, $9.53 billion in total liabilities and a $2.45 billion total stockholders' deficit. * * * As reported by the TCR on March 1, 2013, Moody's Investors Service upgraded Rite Aid Corporation's Corporate Family Rating to B3 from Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. At the same time, the Speculative Grade Liquidity rating was revised to SGL-2 from SGL-3. This rating action concludes the review for upgrade initiated on Feb. 4, 2013. Rite Aid carries a 'B-' corporate credit rating from Standard & Poor's Ratings Services. ROTECH HEALTHCARE: 3 Members Appointed to Creditors Committee ------------------------------------------------------------- Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the U.S. Bankruptcy Court for the District of Delaware that three members have been appointed to an official committee of unsecured creditors in the Chapter 11 cases of Rotech Healthcare, Inc., and its debtor affiliates. The Committee members are: 1. ResMed Corp. Attn: Mike Rider 9001 Spectrum Center Blvd. San Diego, CA 92123 Tel: 858-836-6726 Fax: 858-836-5517 2. Respironics Inc. Attn: Gregory Creighan 801 Presque Isle Dr. Pittsburgh, PA 15239 Phone: 724-387-4059 Fax: 724-387-5009 3. Essex Industries Inc. Attn: Kevin Toennies 7700 Gravois Rd. St. Louis, MO 63123 Phone: 314-338-8711 Fax: 314-832-1633 About Rotech Healthcare Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI) -- http://www.rotech.com/-- provides home medical equipment and related products and services in the United States, with a comprehensive offering of respiratory therapy and durable home medical equipment and related services. The company provides equipment and services in 48 states through approximately 500 operating centers located primarily in non-urban markets. The Company reported a net loss of $14.76 million in 2011, a net loss of $4.20 million in 2010, and a net loss of $21.08 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $255.76 million in total assets, $601.98 million in total liabilities, and a $346.22 million total stockholders' deficiency. On April 8, 2013, Rotech Healthcare and 114 subsidiary companies filed petitions seeking relief under chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre- arranged plan negotiated with secured lenders. Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP is the special healthcare regulatory counsel; Barclays Capital Inc. is the financial advisor; Alix Partners, LLP is the restructuring advisor; and Epiq Bankruptcy Solutions LLC is the claims agent. Prepetition term loan lender and DIP lender Silver Point Capital and other consenting noteholders are represented by Wachtell, Lipton, Rosen & Katz, and Richards Layton & Finger PA. SCHOOL SPECIALTY: Committee Objects to Disclosure Statement ----------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of School Specialty, Inc., et al., object to the approval of the disclosure statement explaining the Plan of Reorganization complaining that the disclosures appear to contain terms entirely dictated by the Ad Hoc DIP Lenders and represent a material departure from the terms under discussion prior to the final impasse. Moreover, the Committee complains that it appears that the Ad Hoc DIP Lenders have picked up the mantle of the Debtor' original prepetition secured lender, Bayside Finance, LLC, and the Committee is once again left to battle lenders bent on stealing the value of the Debtors' estates all to themselves. As reported in the April 23 edition of the TCR, School Specialty decided to reorganize rather than sell. The company filed a so- called dual track plan that called for selling the business at auction on May 8 or reorganizing while giving stock to lenders and unsecured creditors. The company served a notice on April 19 that the auction was canceled and the plan would proceed by swapping debt for stock to be owned by lenders, noteholders, and unsecured creditors. The bankruptcy court is deciding whether Bayside Financial LLC is entitled to $25 million as a so-called make-whole premium in compensation for early repayment of a $70 million secured loan. About School Specialty Based in Greenville, Wisconsin, School Specialty is a supplier of educational products for kindergarten through 12th grade. Revenue in 2012 was $731.9 million through sales to 70% of the country's 130,000 schools. School Specialty and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead Case No. 13-10125) on Jan. 28, 2013. The petition estimated assets of $494.5 million and debt of $394.6 million. The Debtors are represented by lawyers at Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP. Alvarez & Marsal North America LLC is the restructuring advisor and Perella Weinberg Partners LP is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. The ABL Lenders are represented by lawyers at Goldberg Kohn and Richards, Layton and Finger, P.A. The Ad Hoc DIP Lenders led by U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan LLP, and Duane Morris LLP. The lending consortium consists of some of the holders of School Specialty Inc.'s 3.75% Convertible Subordinated Notes Due 2026. The Official Committee of Unsecured Creditors appointed in the case is represented by lawyers at Brown Rudnick LLP and Venable LLP. Bayside is represented by Pepper Hamilton LLP and Akin Gump Strauss Hauer & Feld LLP. SCHOOL SPECIALTY: Can Borrow Additional $10MM From U.S. Bank ------------------------------------------------------------ School Specialty, Inc., and certain of its wholly-owned subsidiaries executed amendments to the following agreements: (A) the Senior Secured Super Priority Debtor-in-Possession Credit Agreement by and among the Company, certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent and Collateral Agent and the lenders party to the Ad Hoc Amendment; and (B) the Debtor-in-Possession Credit Agreement by and among Wells Fargo Capital Finance, LLC (as Administrative Agent, Co- Collateral Agent, Co-Lead Arranger and Joint Book Runner) and GE Capital Markets, Inc. (as Co-Collateral Agent, Co- Lead Arranger and Joint Book Runner and Syndication Agent), General Electric Capital Corporation (as Syndication Agent), and the lenders that are party to the Asset-Based Credit Agreement and the Company and certain of its subsidiaries. The Ad Hoc Amendment, among other things, (1) sets a new schedule of milestones, based on certain revisions to the schedule of hearings related to the Debtors' previously filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code; (2) authorizes additional borrowing in an aggregate principal amount of $10,000,000 as early as April 25, 2013 (earlier than the May 2013 dates specified in the original agreement). The ABL Amendment, among other things, (1) sets a new schedule of milestones, based on certain revisions to the schedule of hearings related to the Debtors' Chapter 11 Cases, which corresponds to the milestones set in the Ad Hoc Amendment, and (2) attaches a revised budget to the agreement, as prepared by the Company. About School Specialty Based in Greenville, Wisconsin, School Specialty is a supplier of educational products for kindergarten through 12th grade. Revenue in 2012 was $731.9 million through sales to 70% of the country's 130,000 schools. School Specialty and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead Case No. 13-10125) on Jan. 28, 2013. The petition estimated assets of $494.5 million and debt of $394.6 million. The Debtors are represented by lawyers at Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP. Alvarez & Marsal North America LLC is the restructuring advisor and Perella Weinberg Partners LP is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. The ABL Lenders are represented by lawyers at Goldberg Kohn and Richards, Layton and Finger, P.A. The Ad Hoc DIP Lenders led by U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan LLP, and Duane Morris LLP. The lending consortium consists of some of the holders of School Specialty Inc.'s 3.75% Convertible Subordinated Notes Due 2026. The Official Committee of Unsecured Creditors appointed in the case is represented by lawyers at Brown Rudnick LLP and Venable LLP. Bayside is represented by Pepper Hamilton LLP and Akin Gump Strauss Hauer & Feld LLP. SEA VILLAGE: N.J. Court Won't Hear Suit Over Dockage Fees --------------------------------------------------------- New Jersey Chief District Judge Jerome B. Simandle dismissed the action, SEA VILLAGE MARINA, LLC., Plaintiff, v. A 1980 CARLCRAFT HOUSEBOAT, HULL ID NO. LMG37164M80D, et al., Defendants, Civil Action No. 09-3292 (JBS-AMD) (D.N.J.), for lack of subject matter jurisdiction. Sea Village Marina filed this in rem action in 2009 to obtain maritime liens against four houseboats whose owners had not paid dockage fees since 2007. On Oct. 19, 2009, after conducting several hearings on the question of subject matter jurisdiction, the Court issued an Opinion and Order establishing that it had admiralty jurisdiction over the dispute under 28 U.S.C. Sec. 1333 because the houseboats were vessels. On Jan. 15, 2013, the United States Supreme Court decided Lozman v. Riviera Beach, 133 S.Ct. 735, 2013 WL 149633 (2013), and held that Lozman's floating home was not a vessel. After Lozman, the New Jersey District Court doubted it had admiralty jurisdiction under 28 U.S.C. Sec. 1333 to hear an action for maritime liens with regard to unpaid houseboat slip rentals. On Jan. 17, 2013, the New Jersey District Court, on its own motion pursuant to Fed. R. Civ. P. 12(h)(2), issued a show cause order asking the parties to submit briefing regarding whether the Court had subject matter jurisdiction in light of Lozman. A copy of the Court's April 11, 2013 Memorandum Opinion is available at http://is.gd/M2DktZfrom Leagle.com. Sea Village Marina L.L.C., in Northfield, New Jersey, filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 10-17235) on March 12, 2010. Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C., serves as the Debtor's counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and debts. SHOTWELL LANDFILL: Case Summary & 13 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Shotwell Landfill, Inc. 3209-120 Gresham Lake Road Raleigh, NC 27615 Bankruptcy Case No.: 13-02590 Chapter 11 Petition Date: April 19, 2013 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Stephani W. Humrickhouse Debtor's Counsel: William P. Janvier, Esq. JANVIER LAW FIRM, PLLC 1101 Haynes Street, Suite 102 Raleigh, NC 27604 Tel: (919) 582-2323 Fax: (866) 809-2379 E-mail: bill@janvierlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by David King, owner/president. Debtor's List of Its 13 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ TT&E Iron and Metal Trade Debt $165,480 Attn: Managing Agent 1529 W. Garner Road Garner, NC 27529 Ragsdale Liggett, LLC Legal Services $150,000 Attn: Managing Agent P. O. Box 31507 Raleigh, NC 27622 Smith Moore Leatherwood Legal Services $78,856 Attn: Managing Agent 434 Fayetteville Street, Suite 2800 Raleigh, NC 27601 Blanchard Miller Lewis & Legal Services $43,351 Isley, P.A Holding Oil Company Trade Debt $20,934 Road Machinery Services, Inc. Trade Debt $18,208 CAT Access Credit Account Trade Debt $12,940 Richard Smith Gardner & Associates Legal Services $11,721 Branch Banking & Trust Trade Debt $11,063 NorthEast Lubricants, L TO Trade Debt $1,417 Ball & Minor, CPA, PA Trade Debt $1,325 Dean's Wrecker & Auto Service Trade Debt $1,275 Batteries of NC, LLC Trade Debt $496 SOLAR POWER: Incurs $25.4 Million Net Loss in 2012 -------------------------------------------------- Solar Power, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $25.42 million on $99.95 million of total net sales for the year ended Dec. 31, 2012, as compared with net income of $1.60 million on $139.76 million of total net sales for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $162.82 million in total assets, $138.70 million in total liabilities and $24.12 million in total stockholders' equity. Crowe Horwath LLP, in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred a current year net loss of $25.4 million, has an accumulated deficit of $23.8 million, has experienced a significant reduction in working capital, has past due related party accounts payable and material adverse change and default clauses in certain debt facilities under which the banks can declare amounts immediately due and payable. Additionally, the Company's parent company LDK Solar Co., Ltd, has experienced financial difficulties, which among other items, has caused delays in project financing. These matters 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/qf0Hzv About Solar Power Roseville, Cal.-based Solar Power, Inc., is a global solar energy facility ("SEF") developer offering its own brand of high- quality, low-cost distributed generation and utility-scale SEF development services. Primarily, the Company works directly with and for developers around the world who hold large portfolios of SEF projects for whom it serves as an engineering, procurement and construction contractor. The Company also performs as an independent, turnkey SEF developer for one-off distributed generation and utility-scale SEFs. SPRINT INDUSTRIAL: Moody's Gives First-Time B3 Corp. Family Rating ------------------------------------------------------------------ Moody's Investors Service assigned Sprint Industrial Holdings LLC a first time Corporate Family Rating and Probability of Default Rating of B3 and B3-PD, respectively. Concurrently, Moody's assigned a B2 rating to the company's proposed $162.5 million senior secured first lien credit facilities and Caa2 rating to the proposed $70 million second lien debt facility. The ratings outlook is stable. Proceeds from the proposed $12.5 million revolving credit facility, $150 million first lien term loan and $70 million second lien term loan are expected to be used to refinance the company's existing debt. The first lien revolver and term loan are rated B2, one rating notch above the Corporate Family Rating based on the support provided by the second lien debt. The second lien term loan rating of Caa2 reflects its junior position in the debt structure behind the first lien debt. Ratings (and Loss Given Default Assessments) assigned to Sprint Industrial: Corporate Family Rating, B3 Probability of Default Rating, B3-PD Proposed $12.5 million Revolver due 2018, B2 (LGD-3, 33%) Proposed $150 million Senior Secured First Lien Term Loan due 2019, B2 (LGD-3, 33%) Proposed $70 million Senior Secured Second Lien Term Loan due 2019, Caa2 (LGD-5, 86%) Outlook, Stable Ratings Rationale Sprint Industrial's B3 CFR reflects its relatively modest revenue scale, high leverage and geographic concentration largely limited to the Gulf Coast region of the U.S. Annual revenues proforma for the May 2012 acquisition of Southern Tank Leasing approximate $100 million. Proforma for the proposed refinancing, debt to EBITDA stands at over 6 times (on a Moody's standard adjusted basis), higher than similarly rated peers. The ratings anticipate that leverage credit metrics will improve over the intermediate term as the company benefits from growth in the refinery, petrochemical, and industrial end markets, further positioning it within the B3 rating category. Continued high asset utilization levels and services-related revenues are expected to continue to support metrics in line with a B3 CFR including debt/EBITDA anticipated to be reduced to below 6.0 times over the next twelve months. Demand is expected to continue to be driven by higher direct petrochemical business and the further expansion of tank rentals to energy exploration companies in the Gulf Coast region. Additionally, the ratings are supported by the company's safety equipment and services segment providing product diversification. Although lower margin relative to the overall company, safety equipment provides a relatively more stable revenue stream and compliments the existing rental product and service offering to its customers. Demand in this segment is driven by industry practices and stringent regulations requiring oil and gas and petrochemical companies to closely monitor the air-quality and safety of their facilities. Sprint Industrial's low cost of equipment relative to their customer's potential higher costs of non-compliance supports demand and provides opportunities for the company's safety equipment and services. Furthermore, similar to peers, the company's recent significant investments in additional fleet should contribute positively to the company's earnings resulting in stronger free cash flow generation. The stable outlook is supported by Sprint Industrial's adequate liquidity profile and Moody's view that strength in the end- markets the company serves should continue to be supportive of its B3 credit profile over the intermediate term. The ratings could be pressured downward if the company's liquidity position deteriorates, the company does a meaningful debt-financed acquisition or dividend, and/or it is expected that debt / EBITDA would exceed 6.5x or EBITDA to interest were to fall below 1.5 times on a sustained basis. The ratings could be upgraded if the company achieves meaningful greater revenue scale while maintaining EBITDA margins and/or it is expected that total debt to EBITDA were to decrease below 5.0 times and EBITDA/interest were to exceed 2.5x on a sustained basis. The principal methodology used in this rating was the Global Equipment and Automobile Rental 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. Sprint Industrial Holdings LLC, headquartered in Houston, Texas is a rental provider of liquid and solid storage tanks primarily for the refinery, energy and industrial end-markets in the U.S. Gulf Coast area. The company also offers technical safety equipment products and services and equipment transportation services. Sprint Industrial was acquired by First Atlantic Capital, CSW Private Equity, and GS Merchant Banking Division in 2007. SPRINT INDUSTRIAL: S&P Gives B CCR & Rates 1st Lien Loan B+ ----------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B' corporate credit rating to Houston-based Sprint Industrial Holdings LLC. The outlook is stable. At the same time, S&P assigned a 'B+' issue-level rating to the company's proposed new $162.5 million first-lien credit facility with a '2' recovery rating, which indicates its expectation of a substantial recovery (70%-90 percent) in the event of a payment default. The proposed facility will consist of a $12.5 million revolving credit facility and a $150 million term loan. S&P also assigned a 'CCC+' issue rating and '6' recovery rating to Sprint's proposed $70 million second-lien term loan, indicating S&P's expectation of a negligible recovery (0 percent -10 percent) in the event of a payment default. S&P expects the company to use proceeds from the new facility to redeem all outstanding debt from its existing capital structure. Standard & Poor's ratings on Sprint reflect its assessment of the company's "vulnerable" business risk profile and "highly leveraged" financial risk profile. "Our assessment of the company's vulnerable business risk profile reflects its participation in a highly competitive, capital intensive equipment rental industry; its narrow scope of operations; and limited geographic and product diversity," said Standard & Poor's credit analyst Carol Hom. Sprint's complementary service offerings in its business and long-standing customer relationships, from which business is roughly 85 percent maintenance related service, only partly offsets these factors. S&P's base-case growth assumptions for Sprint include: -- Mid-single-digit growth in Sprint's top line in 2013 as the company benefits from good demand in the petrochemical and refining markets; -- A relatively stable EBITDA margin in the mid-30% area; and -- Capital expenditures of roughly $10 million to $12 million. Sprint rents liquid and solid storage containers and technical safety equipment, and provides related services to refineries, chemical companies, and oil and gas field service companies primarily in the Gulf Coast region. Sprint's competitors include BakerCorp and Evergreen Tank Solutions. These are among several of the larger players that control a sizable portion of an industry that is highly fragmented. S&P believes that in the long term, demand for the company's products and services could benefit from increasing environmental regulation. With more than 70 percent of its revenues from tank and box storage units and related services, it has a limited geographic focus that exposes it to regional, industry, and economic volatility. Sprint primarily serves the downstream and midstream industrial end markets. In 2013, demand for Sprint's products should grow because S&P expects project volume in the petrochemical, oil and gas construction, and chemical industry to increase. As with many equipment rental and leasing companies, Sprint's EBITDA margins are high--in the mid-30 percent area. While significant capital requirements are inherent to its business, rental revenues help offset equipment costs relatively quickly. Sprint is majority owned by financial sponsors First Atlantic Capital, CSW Private Equity, and GS Merchant Banking Division. Consequently, S&P's assessment of the company's management and governance profile is "fair." S&P views the company's financial risk profile as "highly leveraged." Sprint will likely maintain its credit measures with positive free cash flow generation as modestly increasing utilization rates fuel fleet growth in its business. Pro forma for the proposed transaction, adjusted total debt to EBITDA was about 6x as of Dec. 31, 2012. S&P believes credit metrics could improve somewhat over the next year, but they will likely remain consistent with its expectations for the rating at about 5x-6x debt to EBITDA. The outlook is stable. S&P expects demand for Sprint's products and services to remain relatively stable in 2013, due to favorable business conditions in key petrochemical and refining markets the company serves, and that leverage will remain below 6x. S&P could lower the rating if the company's operating performance declines or the company's rental equipment purchases lead to negative free cash flow and cause leverage to rise higher than 6x. S&P's assessment of the company's business risk profile as vulnerable and financial policy as very aggressive limits the likelihood of an upgrade at this time. SPECTRASCIENCE INC: McGladrey LLP Raises Going Concern Doubt ------------------------------------------------------------ SpectraScience, Inc., filed on April 18, 2013, its annual report on Form 10-K for the year ended Dec. 31, 2012. McGladrey LLP, in Des Moines, Iowa, expressed substantial doubt about SpectraScience, Inc.'s ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and its ability to continue as a going concern is dependent on the Company's ability to attract investors and generate cash through issuance of equity instruments and convertible debt. The Company reported a net loss of $9.1 million on $461,296 of revenue in 2012, compared with a net loss of $4.8 million on $26,735 of revenue in 2011. The net loss in 2012 included a reduction in operating loss of approximately $446,000 offset by significant increases in non-cash expense of approximately $4.8 million related to the accounting for convertible debentures issued during the fiscal year ended Dec. 31, 2012. The Company's balance sheet at Dec. 31, 2012, showed $2.4 million in total assets, $4.0 million in total liabilities, and astockholders' deficit of $1.6 million. San Diego, Calif.-based SpectraScience, Inc., focuses on developing its WavSTAT(R) Optical Biopsy System. The WavSTAT employs a non-significant risk technology that optically illuminates tissue in real-time to distinguish between normal and pre-cancerous or cancerous tissue. SPRINT NEXTEL: SoftBank Held 16.4% of Series 1 Shares at April 12 ----------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, SoftBank Corp. and its affiliates disclosed that, as of April 12, 2013, they beneficially owned 590,476,190 shares of Series 1 common stock, par value $2.00 per share, of Sprint Nextel Corporation representing 16.4% of the shares outstanding. A copy of the amended regulatory filing is available for free at http://is.gd/aatVLF 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. SPRINT NEXTEL: Amendment No.4 to Rule 13E-3 Transaction Statement ----------------------------------------------------------------- A fourth amendment to Rule 13E-3 Transaction Statement on Schedule 13E-3 was jointly filed 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, 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. 4 to Schedule 13E-3, Clearwire filed 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. As of April 18, 2013, the directors and executive officers of Sprint, Merger Sub, Sprint HoldCo, SN UHC 1 and SN UHC 4 do not beneficially own any shares of Class A Common Stock or Class B Common Stock. A copy of the Amendment is available at http://is.gd/SwyZr5 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 cancelled and converted automatically into the right to receive $2.97 per share in cash, without interest. * * * Sprint Nextel continues to carry Standard & Poor's 'B+' corporate credit. As reported by the TCR on April 5, 2013, Sprint Nextel remain on S&P's CreditWatch, where they were placed with positive implications on Oct. 11, 2013. The company signed an agreement to sell a 70% stake to Japan-based SoftBank Corp. for about $20.1 billion, which would include an $8 billion cash infusion. The companies expect the transaction to close in the second quarter of 2013. The Company continues to carry Moody's Investors Service's B1 corporate family rating and B1 probability of default rating, and Fitch Ratings' 'B+' Issuer Default Rating. SS&C TECHNOLOGIES: S&P Raises Sr. Secured Debt Rating to 'BB' ------------------------------------------------------------- Standard & Poor's Ratings Services raised its issue-level rating on SS&C Technologies Inc.'s senior secured credit facilities to 'BB' from 'BB-' and the recovery rating to '2' from '3', based on the company's repayment of more than $100 million of the rated facilities since the second quarter of 2012 and successful integration of its GlobeOp and PORTIA acquisitions. The '2' recovery rating indicates S&P's expectation for substantial recovery (70 percent to 90 percent) in the event of payment default. The rated credit facilities include a term loan A of $325 million and a $100 million revolving credit facility, both due 2017, as well as a $725 million term loan B-1 and a $75 million term loan B-2, both due 2019. The 'BB-' corporate credit rating on SS&C and the stable rating outlook remain unchanged and reflect the company's "aggressive" financial risk profile with leverage of 4.2x as of December 2012 pro forma for acquisitions and "fair" business risk profile resulting from a good position in the hedge fund administration industry and high recurring revenue. The stable outlook reflects S&P's expectation that SS&C will continue to generate consistent growth and free operating cash flow and that the company will reduce leverage over the coming year. Due to the uncertainty about the outcome and timing of the resolution, S&P do not factor into its analysis significant legal claims for which the group has not recorded a provision. SS&C Technologies Inc. Corporate credit rating BB-/Stable RATINGS RAISED/RECOVERY RATINGS REVISED SS&C Technologies Inc. SS&C Technologies Holdings Europe S.A.R.L. TO FROM Senior secured BB BB- Recovery rating 2 3 STONE ROSE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Stone Rose, LP c/o MYLER, RUDDY & MCTAVISH 105 E. Galena Boulevard, Suite 800 Aurora, IL 60505 Bankruptcy Case No.: 13-16410 Chapter 11 Petition Date: April 19, 2013 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Eugene R. Wedoff Debtor's Counsel: G. Alexander McTavish, Esq. MYLER, RUDDY & MCTAVISH 105 E. Galena Boulevard, 8th Floor Aurora, IL 60505 Tel: (630) 897-8475 Fax: (630) 897-8076 E-mail: alexmctavish@mrmlaw.com Scheduled Assets: $16,496,059 Scheduled Liabilities: $6,930,402 The petition was signed by Joseph G. Dinges, president of Stone Rose Mgmt., Inc., general partner. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Brian Murphy Claimed Promissory $230,000 4N886 Dover Hill Road Notes Saint Charles, IL 60175 David Cohen Loan $124,474 5855 N. Sheridan Road, #18A Chicago, IL 60660 Denker & Muscarello Services $81,645 4N701 School Road Saint Charles, IL 60175 Geraldine Knaak Estate Loan $65,000 Gary L. Conover Trust Loan $40,500 DELT Properties, LLC Loan $32,500 Robert E. Pradelski Loan $21,577 Pearle Cohen Loan $17,865 22 High Rd LLC Loan $16,250 Bernard Hirsch IRA Loan $16,250 Caren Messina Hirsch Loan $16,250 G Porter & Co Loan $16,250 Harold Engh Loan $16,250 Keith R. Bishop IRA Loan $13,000 Robert E. Pradelski Trust Loan $13,000 Silver Land I, LLC Loan $12,675 Phil Cunningham Loan $11,700 Gary Mills Loan $10,725 Charles Mark Jackson Loan $9,770 WOZ 1, LLC Loan $9,750 STEREOTAXIS INC: Fails to Comply with $15MM Market Value Rule ------------------------------------------------------------- The Nasdaq Stock Market notified Stereotaxis, Inc., that it no longer complies with Rule 5450(b)(3)(C), the Market Value of Publicly Held Shares Rule, as the Company did not maintain a minimum MVPHS of $15,000,000 for the 30 consecutive business days prior to the date of the letter. In accordance with Rule 5810(c)(3)(D), the Company will be provided 180 calendar days, or until Oct. 14, 2013, to regain compliance with the MVPHS Rule. The Company may regain compliance with the MVPHS Rule if the Company's MVPHS closes at $15,000,000 or more for a minimum of 10 consecutive business days at any time before Oct. 14, 2013. The Nasdaq letter further states that if the Company does not regain compliance with the MVPHS Rule by Oct. 14, 2013, then Nasdaq will notify the Company that its common stock will be delisted. At that time, the Company may appeal Nasdaq's determination to delist the Common Stock. Alternatively, the Company may apply for a transfer to The Nasdaq Capital Market provided it satisfies the continued listing standards of the Capital Market set forth in Marketplace Rule 5505. About Stereotaxis Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures and markets the Epoch Solution, which is an advanced remote robotic navigation system for use in a hospital's interventional surgical suite, or "interventional lab", that the Company believes revolutionizes the treatment of arrhythmias and coronary artery disease by enabling enhanced safety, efficiency and efficacy for catheter-based, or interventional, procedures. For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis, Missouri, expressed substantial doubt about Stereotaxis' ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. The Company incurred a net loss of $9.23 million in 2012, as compared with a net loss of $32.03 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $32.16 million in total assets, $50.95 million in total liabilities and a $18.79 million total stockholders' deficit. SUNSTATE EQUIPMENT: S&P Raises Corporate Credit Rating to 'B+' -------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its long-term corporate credit rating on Phoenix, Ariz.-based Sunstate Equipment Co. LLC by one notch to 'B+', and raised the secured debt rating two notches to 'B+'. At the same time, S&P removed all ratings from CreditWatch with positive implications. The outlook is stable. The upgrade reflects improvement in Sunstate's credit measures, which exceed ratios compatible with the prior rating. Conditions in the equipment rental sector continue to improve relative to construction spending, and S&P expects Sunstate's operating performance to sustain improvement. Also S&P expects that Sumitomo Corp., through its wholly owned subsidiary SMS International Corp., which increased its stake in Sunstate to 80 percent from 35 percent, will provide some support to Sunstate. The ratings on Sunstate reflect our assessment of the company's "weak" business risk profile. The company is a regional operator in the highly fragmented and competitive construction equipment rental industry. "The ratings also reflect its limited diversity, capital-intensive equipment purchases, aggressive leverage, and, before Sumitomo's expanded interest, somewhat limited financial flexibility," said Standard & Poor's credit analyst John Sico. The outlook is stable. In line with recent rental market improvement, Sunstate's operating performance has demonstrated much-improved credit measures and should sustain at the current rating. S&P expects Sunstate will sustain credit measures over the next 12 months. S&P believes the new majority owner will provide some support. S&P do not expect a deviation from the company's organic growth policy in shaping its strategic plans. S&P expects liquidity to remain adequate in the near term amid economic uncertainty. Although conditions in the equipment rental sector are good now, they could weaken because it is a very cylical industry. If this occurs and leverage measures deteriorate beyond the 4x to 5x that S&P currently expects, it could lower the ratings. Although S&P sees limited prospects for an upgrade in the next year, it could raise the ratings by one notch if it sees further improvement in the next 12 months and discipline on capital spending. SYNAGRO TECHNOLOGIES: Files for Ch. 11 With Plans to Sell --------------------------------------------------------- Synagro Technologies, Inc. on April 24 disclosed that it has reached an agreement to sell substantially all of its assets to EQT Infrastructure II, the second fund within the infrastructure investment strategy of EQT, in a transaction valued at $455 million as the culmination of a plan to strengthen its balance sheet and position the Company for strategic growth. "EQT brings a tremendous amount of industry knowledge and expertise to the table and believes both in our business and in the future of Synagro," said Eric Zimmer, the Company's President and CEO. "We look forward to working with the EQT team to grow the business by leveraging their strategic support and industry expertise." In order to complete the sale and deleveraging in a timely and efficient manner, the Company is proposing to implement the sale pursuant to Section 363 of the U.S. Bankruptcy Code. As a result, Synagro and certain of its subsidiaries today filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. Synagro anticipates the sale will be completed in approximately 60 to 90 days. In connection with the filing, certain existing lenders have committed to provide $30 million of additional capital in the form of debtor-in-possession financing subject to Court approval. The financing, along with the Company's cash flow from operations, will provide ample liquidity to operate the business and meet ongoing obligations to customers, vendors, and employees through the completion of the sale process. "The sale transaction will provide Synagro with the financial resources and flexibility we need to remain an industry leader, improve the already unparalleled service we provide to our clients across the country, and also grow our business," Mr. Zimmer said. "Over the past 15 months we have made significant progress in improving operational efficiencies throughout the organization, leading to increased year-over-year profitability. This transaction is the culmination of our ongoing efforts to strengthen our balance sheet to match our stable and strong operating results and to provide the financial stability needed to grow the business." Synagro will continue all operations as usual throughout the Chapter 11 process, supporting its more than 600 customer locations across North America that rely on Synagro's industry leading biosolids management solutions to support their daily operations. Vendors will be paid for all goods and services rendered subsequent to the date of the filing. Additionally, under the sale agreement, all outstanding trade liabilities will be assumed once the proposed sale closes. While included as part of the sale of assets, Synagro's special purpose entities, which include its facilities in Philadelphia, Baltimore, and Sacramento, were not included in the Chapter 11 filing. Synagro is being advised by the law firm of Skadden Arps Slate Meagher & Flom, along with financial adviser AlixPartners and investment bankers Evercore Partners. $2-Bil Infrastructure Fund Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review, reports that Synagro Chief Executive Eric Zimmer said in an interview that the Swedish investment firm, EQT, raised a $2 billion infrastructure fund recently and is lined up to start the bidding at a bankruptcy auction with an offer of $460 million. Mr. Zimmer said EQT was chosen after a robust marketing process, but a lively bankruptcy auction is still a possibility. According to Dow Jones, the bankruptcy filing came months after Synagro's senior lenders agreed to look the other way on loan defaults to give the company time to find a buyer. Synagro hired restructuring advisers AlixPartners and Evercore Partners Inc. last year to help it deal with $540 million in debt that was coming due beginning in 2013. Dow Jones notes the company's debt was subjected to a series of downgrades from Standard & Poor's Ratings Services, which said that in spite of a December 2012 deal with lenders, liquidity was strained and Synagro needed a long-term solution to its financial trouble. Tom Hals and Soyoung Kim, writing for Reuters, report that Carlyle's infrastructure fund borrowed heavily to take Synagro private in 2007 in a $772 million deal. That deal left Synagro vulnerable when municipalities cut spending on wastewater treatment and other environmental projects in the aftermath of the 2008 financial crisis. Reuters also relates Synagro lost two major contracts in New York City and Detroit. Synagro's Detroit contract was mired in a bribery scandal that weighed on the public image of the Houston, Texas-based company. About Synagro Technologies Synagro Technologies, Inc., based in Houston, Texas, is a recycler of bio-solids and other organic residuals in the U.S. At June 30, 2012 trailing twelve month revenues were $318 million and the total debt balance was $532 million. The company is majority-owned by entities of The Carlyle Group. TARGETED MEDICAL: Form S-1 Registration Statement Cleared by SEC ---------------------------------------------------------------- Targeted Medical Pharma, Inc.'s Form S-1 registration statement, which registers up to 25,723,395 shares of common stock for resale by selling stockholders on a delayed or continuous basis, has cleared comments with the United States Securities and Exchange Commission and accordingly, the Company has requested the registration statement be declared effective at 4:00 p.m. EST on April 19, 2013. The Company will not receive any proceeds from the sale of the Shares by the selling stockholders. All the proceeds from the sale of the Shares will be for the respective account of each selling stockholder. The final prospectus related to the Registration Statement can be accessed through EDGAR via www.sec.gov. About Targeted Medical Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a specialty pharmaceutical company that develops and commercializes nutrient- and pharmaceutical-based therapeutic systems. Targeted Medical disclosed a comprehensive loss of $9.58 million on $7.29 million of total revenue for the year ended Dec. 31, 2012, as compared with a comprehensive loss of $4.18 million on $8.81 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $11.77 million in total assets, $13.77 million in total liabilities, and a $2 million total shareholders' 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 losses for the year ended Dec. 31, 2012, totaling $9,586,182 as well as accumulated deficit amounting to $13,684,789. Further the Company does not have adequate cash and cash equivalents as of Dec. 31, 2012, to cover projected operating costs for the next 12 months. As a result, the Company is dependent upon further financing, related party loans, development of revenue streams with shorter collection times and accelerating collections on the Company's physician managed and hybrid revenue streams. THERMASYS CORP: Moody's Assigns 'B1' Rating to New $300MM Debt -------------------------------------------------------------- Moody's Investors Service assigned ThermaSys Corporation (d.b.a. API Heat Transfer) a first time Corporate Family Rating and Probability of Default Rating of B2 and B2-PD, respectively. Concurrently, Moody's assigned a B1 rating to the company's proposed $300 million first lien credit facility, which incorporates a $265 million term loan and $35 million revolver. The B1 rating on the first lien facilities, one notch above the CFR, reflects its seniority position in the capital structure relative to the company's $130 million of unrated mezzanine notes. The rating outlook is stable. The company was formed following the combination of two legacy entities: API Group Holdings, LLC and ThermaSys Group Holding. Proceeds from the issuance are expected to be used to refinance existing debt, pay a dividend of approximately $81 million to shareholders, and cover transaction related fees and expenses. The following ratings have been assigned (subject to the review of final documentation): B2 Corporate Family Rating; B2-PD Probability of Default Rating; B1 (LGD3, 34%) to the proposed $265 million first lien term loan due 2019; and B1 (LGD3, 34%) to the proposed $35 million first lien revolver due 2018. The outlook is stable Ratings Rationale The B2 corporate family rating reflects API's limited operating history as a combined entity, small size relative to the rated manufacturer universe, cyclicality, and relatively high leverage. At the same time, the rating also considers API's broad product portfolio of heat exchanger offerings, as well as its global production capabilities and associated good geographic revenue diversification profile. API maintains a solid market position in the highly fragmented global heat exchanger market, which is strengthened by some notable barriers to entry including technological know-how and long-standing customer relationships. Although API has limited patent protection on most of its products, the company works alongside customers during the design phase and ultimately owns the customized product design at completion. Moody's expects API's liquidity to be solid during the next twelve months stemming from positive free cash flow generation and access to its revolving credit facility. Moody's recognizes the company's initial leverage is high, with pro-forma debt-to-EBITDA (Moody's adjusted) exceeding 6.0 times; however, the high leverage is counterbalanced by API's solid interest coverage and relatively low maintenance capital expenditures. The stable outlook assumes API will complete any remaining integration activities without any major disruptions, generate positive free cash flow, and use much of that cash flow for debt repayment during the next twelve months such that leverage improves to below 6.0 times at FYE13. The ratings could be upgraded if the company demonstrates a longer track record as a combined entity, can generate solid free cash flow and improve credit metrics such that leverage is sustained below 4.5 times. The ratings could be downgraded if the company's operating performance deteriorates as a result of margin or revenue weakness or if the company generates negative free cash flow. More specifically, if debt-to-EBITDA were to approach 7.0 times the ratings could be downgraded. In addition, if the company were to lever up for an acquisition or another dividend the ratings could be downgraded. 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. ThermaSys Corporation (d.b.a. API Heat Transfer), headquartered in Buffalo, NY, is a designer and manufacturer of industrial heat exchangers. The company was formed following the combination of two legacy entities: API Group Holdings, LLC and ThermaSys Group Holding. API offers a broad range of heat transfer products through its six business units; Airtech, Basco, Covrad GT, Schmidt-Bretten, Thermal Transfer Products, and ThermaSys Tubing. ThermaSys Corporation is a wholly-owned subsidiary of ThermaSys Finance Company (the Parent), which is majority owned by private equity sponsor Wellspring Capital Partners. On a pro-forma basis, assuming the legacy entities had been merged since the beginning of 2012, API Heat Transfer generated revenues of nearly $420 million for the twelve months ended December 31, 2012. TIGER MEDIA: Reports $8.7 Million Net Profit in 2012 ---------------------------------------------------- Tiger Media, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F disclosing net profit of $8.75 million on $0 of advertising service revenues for the year ended Dec. 31, 2012, as compared with a net loss of $13.45 million on $0 of advertising service revenues for the year ended Dec. 31, 2011. Profit was generated on account of a $9.43 million profit from discontinued operations, specifically from a gain on disposal of subsidiaries. Tiger Media's balance sheet at Dec. 31, 2012, showed $7.54 million in total assets, $1.07 million in total liabilities and $6.47 million in total shareholders' equity. Peter W. H. Tan, chief executive officer of Tiger Media, remarked, "We have been able to realize significant progress in the evolution of our business during 2012 and into 2013, transitioning from our legacy operations to strategic transactions with high profile partners. These new concessions possess higher margins, longer terms and greater strategic value. In addition, we have several other strategic concessions and transactions in progress that will create additional long-term revenue opportunities, strengthen and diversify our offerings in China's media sector, deepen our national presence and further enhance shareholder value. We have eliminated nearly all of our remaining earn-out liabilities and we are debt free with sufficient liquidity to build and expand our concessions. Furthermore, as a result of the Company's improved financial reporting systems we were able to achieve a timely filing of our annual results on Form 20-F prior to the April 30, 2013 deadline." Marcum Bernstein & Pinchuk LLP, in New York, did not issue a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. Marcum Bernstein expressed substantial doubt about the Company's ability to continue as a going concern on the company's consolidated financial statements for the year ended Dec. 31, 2011. The independent auditors noted that the Company has suffered recurring losses and has a working capital deficiency of roughly $31,000,000 at Dec. 31, 2011, which raises substantial doubt about its ability to continue as a going concern. A copy of the Form 20-F is available for free at: http://is.gd/wmyM92 About Tiger Media Tiger Media -- http://www.tigermedia.com-- is a multi-platform media company based in Shanghai, China. Tiger Media operates a network of high-impact LCD media screens located in the central business district areas in Shanghai. Tiger Media's core LCD media platforms are complemented by other digital media formats that it is developing including transit advertising and traditional billboards, which together enable it to provide multi-platform, "cross-over" services for its local, national and international advertising clients. * * * This concludes the Troubled Company Reporter's coverage of Tiger Media until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. TRANS ENERGY: Presented at IPAA'S OGIS New York Conference ---------------------------------------------------------- Trans Energy, Inc., said that Chairman Steve Lucado and President John Corp presented on April 15, 2013, at IPAA's 19th Annual Oil & Gas Investment Symposium (OGIS New York) being held at the Sheraton Times Square Hotel located in New York, New York. The presentation focused on the Company's development efforts in the Marcellus Shale, specifically in Marion, Marshall, Tyler and Wetzel counties in Northern West Virginia. The presentation covered the following topics: * General information about Trans Energy, Inc. * Discussion of drilling results * Production history and future drilling plans * Wet gas economics * SEC Reserves * Debt financing - Credit Agreement * Other information A copy of the slides used during the presentation is available at: http://is.gd/wkfEzQ About Trans Energy St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG) -- http://www.transenergyinc.com/-- is an independent energy company engaged in the acquisition, exploration, development, exploitation and production of oil and natural gas. Its operations are presently focused in the State of West Virginia. In its audit report on the Company's 2011 results, Maloney + Novotny, LLC, in Cleveland, Ohio, noted that the Company has generated significant losses from operations and has a working capital deficit of $18.37 million at Dec. 31, 2011, which together raises substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2012, showed $73.78 million in total assets, $50.52 million in total liabilities and $23.26 million in total stockholders' equity. TRANS ENERGY: Amends Q2 and Q3 2012 Quarterly Reports ----------------------------------------------------- Trans Energy, Inc., has amended its quarterly reports for the period ended June 30, 2012, and Sept. 30, 2012. The Company has determined that its previously reported results for the period ended June 30, 2012, erroneously included the cash consideration which represents the fair value of certain puttable warrant on the issuance date in additional paid in capital rather than a derivative warrant liability. Additionally, the warrant liability was not recorded at fair value as of June 30, 2012, with changes in that fair value being recorded through other income on the Company's Unaudited Consolidated Statement of Operations. The Unaudited Consolidated Balance Sheets as of June 30, 2012, have been restated to remove the $2 million in cash consideration from APIC and reported a derivative warrant liability of $1.2 million which represents its fair value as of the reporting date. The Unaudited Consolidated Statements of Operations have been restated to include the effect of the $0.8 million of change in the fair value of the derivative warrant liability. The Company reported a net loss of $1.87 million on $2.46 million of revenue for the three months ended June 30, 2012, as compared to a net loss of $2.71 million on $2.46 million of revenue as originally reported. A copy of the Amended Q2 Form 10-Q is available for free at: http://is.gd/VYUkbI The Company has determined that its previously reported results for the period ended Sept. 30, 2012, erroneously included the cash consideration which represents the fair value of certain puttable warrant on the issuance date in additional paid in capital rather than a derivative warrant liability. Additionally, the warrant liability was not recorded at fair value as of Sept. 30, 2012, with changes in such fair value being recorded through other income (expenses) on the Company's Unaudited Consolidated Statement of Operations. The Unaudited Consolidated Balance Sheets as of Sept. 30, 2012, have been restated to remove the $2 million in cash consideration from APIC and reported a derivative warrant liability of $1.2 million which represents its fair value as of the reporting date. The Unaudited Consolidated Statements of Operations for the three months and nine months ended Sept. 30, 2012, have been restated to include a loss of $63,000 and a gain of $800,000, respectively, which represents the effect of change in the fair value of the derivative warrant liability. The Company reported a net loss of $3.56 million on $653,696 of revenue for the three months ended Sept. 30, 2012, as compared with a net loss of $3.50 million on $653,696 of revenue as originally disclosed. The Company's restated balance sheet at Sept. 30, 2012, showed $73.78 million in total assets, $51.74 million in total liabilities and $22.04 million in total stockholders' equity. The Company previously reported $73.78 million in total assets, $50.52 million in total liabilities and $23.26 million in total stockholders' equity. A copy of the Q3 Form 10-Q, as amended, is available at: http://is.gd/HP27D4 About Trans Energy St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG) -- http://www.transenergyinc.com/-- is an independent energy company engaged in the acquisition, exploration, development, exploitation and production of oil and natural gas. Its operations are presently focused in the State of West Virginia. In its audit report on the Company's 2011 results, Maloney + Novotny, LLC, in Cleveland, Ohio, noted that the Company has generated significant losses from operations and has a working capital deficit of $18.37 million at Dec. 31, 2011, which together raises substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2012, showed $73.78 million in total assets, $50.52 million in total liabilities and $23.26 million in total stockholders' equity. UNDERGROUND ENERGY: Fails to File 2012 Audited Financials --------------------------------------------------------- Underground Energy Corporation on April 24 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 by the filing deadline of April 30, 2013 as prescribed by National Instrument 51-102 - Continuous Disclosure Obligations. This is due to a current lack of funds to remunerate the Corporation's auditors. Underground's wholly-owned operating subsidiary, Underground Energy, Inc., voluntarily filed for Chapter 11 creditor protection in the U.S. Federal Court on March 4, 2013. John Bean, Underground's Chief Financial Officer explained, "We anticipate that our wholly-owned subsidiary will be successful with a number of motions before the U.S. Bankruptcy Court in early May as part of its Chapter 11 protection. If so, the effect of those motions will be to provide Underground with the necessary financial resources required to complete and file the 2012 Annual Audited Financial Statements by the end of June 2013." Underground intends to make an application to the applicable regulatory authorities for a management cease trade order ("MCTO"). 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 the Underground 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 Underground shares. If a MCTO is not granted, the applicable regulatory authorities may issue a cease trade order against Underground for failure to file the 2012 Annual Audited Financial Statements within the prescribed time period. If successful with the application for a MCTO, until Underground completes the filing of the 2012 Annual Audited Financial Statements, Underground intends to comply with the alternative information guidelines set out in National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults ("NP 12-203") 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 Underground 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. About Underground Energy Corporation Underground Energy Corporation -- http://www.ugenergy.com-- is focused on developing its Zaca Field Extension Project in Santa Barbara County, California. In total, Underground currently holds mineral rights on approximately 63,000 net acres of prospective lands in California and Nevada with an initial focus on the Monterey Shale in California. UNI-PIXEL INC: Sets Q1 2013 Conference Call for April 30 -------------------------------------------------------- UniPixel, Inc., will hold a conference call on Tuesday, April 30, 2013, at 4:30 p.m. Eastern Time, to discuss the first quarter ended March 31, 2013. Financial results will be issued in a press release prior to the call. UniPixel President and CEO Reed Killion and CFO Jeff Tomz will host the presentation, followed by a question and answer period. Date: Tuesday, April 30, 2013 Time: 4:30 p.m. Eastern time (3:30 p.m. Central time) Dial-In number: 1-480-629-9808 Conference ID#: 4614874 Webcast: http://public.viavid.com/index.php?id=104380 The conference call will be broadcast live and available for replay via the Investors section of the Company's Web site at http://www.unipixel.com/ Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Liolios Group at 1-949-574-3860. A replay of the call will be available after 7:30 p.m. Eastern time on the same day through May 30, 2013. Replay number: 1-858-384-5517 Replay pin#: 4614874 About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. Uni-Pixel incurred a net loss of $9.01 million in 2012, as compared with a net loss of $8.56 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $14.71 million in total assets, $348,683 in total liabilities and $14.36 million in total shareholders' equity. UNI-PIXEL INC: Priced $38.2MM Public Offering of Common Stock ------------------------------------------------------------- Uni-Pixel, Inc., has priced an underwritten public offering of 1,195,000 shares of its common stock. Each share of common stock sold in this offering will be sold to the public for $32.00 per share. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 179,250 shares of common stock from the Company to cover over-allotments, if any. The offering will result in net proceeds of $35.8 million to Uni- Pixel, after deducting the underwriters' discounts and other estimated offering expenses payable by the Company. Uni-Pixel intends to use the proceeds from the offering for working capital and general corporate purposes. The Company expects to close the transaction, subject to customary conditions, on or about April 23, 2013. Cowen and Company, LLC, and Craig-Hallum Capital Group LLC are acting as joint book-running managers for the intended offering. A shelf registration statement (File No. 333-181656) relating to these securities was previously filed with, and declared effective by, the U.S. Securities and Exchange Commission. A preliminary prospectus supplement related to the offering was filed with the U.S. Securities and Exchange Commission on April 17, 2013. A final prospectus supplement describing the terms of the offering will be filed with the U.S. Securities and Exchange Commission and will form a part of the effective registration statement. Copies of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained, when available, by contacting Cowen and Company, LLC c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY,11717, Attn: Prospectus Department, Phone: 631-274-2806, Fax: 631-254-7140; or from Craig-Hallum Capital Group LLC, 222 South Ninth Street, Suite 350, Minneapolis, MN 55402, by calling 612-334-6300, or by emailing bart.federak@craig-hallum.com. An electronic copy of the final prospectus supplement and accompanying prospectus relating to the offering will be available on the website of the U.S. Securities and Exchange Commission at www.sec.gov. About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. Uni-Pixel incurred a net loss of $9.01 million in 2012, as compared with a net loss of $8.56 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $14.71 million in total assets, $348,683 in total liabilities and $14.36 million in total shareholders' equity. UNILAVA CORP: Amends 2012 Annual Report to Add Exhibit ------------------------------------------------------ Unilava Corporation has amended its annual report on Form 10-K for the year ended Dec. 31, 2012, which was originally filed with the Securities and Exchange Commission on April 16, 2013, for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 furnishes the following items from the Form 10-K formatted in eXtensible Business Reporting Language (XBRL): (i) the audited Consolidated Balance Sheets as of Dec. 31, 2012, and 2011; (ii) the audited Consolidated Statements of Operations for the years ended Dec. 31, 2012, and 2011; (iii) the audited Consolidated Statements of Stockholder's Deficit for the years ended Dec. 31, 2012, and 2011; (iv) the audited Consolidated Statements of Cash Flows for the years ended Dec. 31, 2012, and 2011; and (v) the audited Notes to Condensed Consolidated Financial Statements for the years ended Dec. 31, 2012, and 2011. A copy of the Amended Form 10-K is available for free at: http://is.gd/jLY8lK About Unilava Corporation Unilava Corporation (OTC BB: UNLA) -- http://www.unilava.com/-- is a diversified communications holding company incorporated under the laws of the State of Wyoming in 2009. Unilava and its subsidiary brands provide a variety of communications services, products, and equipment that address the needs of corporations, small businesses and consumers. The Company is licensed to provide long distance services in 41 states throughout the U.S. and local phone services across 11 states. Through its carrier- grade microwave wireless broadband infrastructure and broadband Internet access partners, the Company also offers mobile and high- definition IP-hosted voice services to residential customers and corporate clients. Additionally, Unilava delivers a comprehensive and integrated suite of fee-based online and mobile advertising and web services to a broad array of business enterprises. Headquartered in San Francisco, the Company has regional offices in Chicago, Seoul, Hong Kong, and Beijing. Unilava reported a net loss of $1.58 million in 2012, as compared with a net loss of $2.98 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $2.66 million in total assets, $8.20 million in total liabilities and a $5.54 million total stockholders' deficit. Shelley International CPA, in Mesa, AZ, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered losses from operations, which raises substantial doubt about its ability to continue as a going concern. The Company reported a net loss of $2.98 million in 2011, compared with a net loss of $1 million in 2010. US AIRWAYS: S&P Rates $199.518MM Class B Pass-Through Certs 'B+' ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'BBB (sf)' rating to US Airways Inc.'s $620.095 million 2013-1 Class A pass-through certificates, with an expected maturity of May 15, 2027. At the same time, S&P assigned its 'B+ (sf)' rating to the $199.518 million Class B pass-through certificates, with an expected maturity of May 15, 2023. The final legal maturities will be 18 months after the expected maturity. The issues are drawdowns under a Rule 415 shelf registration. S&P issued preliminary ratings on the certificates April 10, 2013. "We base the ratings on US Airways' credit quality, substantial collateral coverage by good quality aircraft, and on legal and structural protections available to the pass-through certificates," said Standard & Poor's credit analyst Betsy Snyder. The company will use the proceeds of the offering to finance 14 A321-200 aircraft and four A330-200 aircraft to be delivered from September 2013 through May 2014. Each aircraft's secured notes are cross-collateralized and cross-defaulted, a provision that S&P believes increases the likelihood that US Airways would affirm the notes (and thus continue to pay on the certificates) in bankruptcy. The pass-through certificates are a form of enhanced equipment trust certificates (EETC), and they benefit from legal protections afforded under Section 1110 of the federal bankruptcy code and by a liquidity facility provided by Natixis S.A., through its New York branch (A/Negative/A-1). The liquidity facility is intended to cover up to three semiannual interest payments, a period during which collateral could be repossessed and remarketed by certificateholders following any default by the airline, or to maintain continuity of interest payments as certificateholders negotiate with US Airways in a bankruptcy with regard to certificates. The ratings apply to a unit consisting of certificates representing the trust property and escrow receipts, initially representing interests in deposits (the proceeds of the offerings). A depositary bank, also Natixis S.A., through its New York branch, holds the escrow deposits pending paying off existing debt on the planes (which should be accomplished by May 2014). Amounts deposited under the escrow agreements are not property of US Airways and are not entitled to the benefits of Section 1110 of the U.S. Bankruptcy Code, and any default arising under an indenture solely by reason of the cross-default in such indenture may not be of a type required to be cured under Section 1110. Any cash collateral held as a result of the cross-collateralization of the equipment notes also would not be entitled to the benefits of Section 1110. Neither the certificates nor the escrow receipts may be separately assigned or transferred. S&P believes that US Airways views these planes as important and would, given the cross-collateralization and cross-default provisions, likely affirm the aircraft notes in a bankruptcy scenario. In contrast to most EETCs issued before 2009, the cross-default would take effect immediately in a bankruptcy if US Airways rejected any of the aircraft notes. This should prevent US Airways from selectively affirming some aircraft notes and rejecting others (cherry-picking), which often harms the interests of certificateholders in a bankruptcy. S&P considers the collateral pool of A321-200s and A330-200s to be of good quality. The A321-200 is the largest version of Airbus' popular A320 narrowbody family of planes. The A321-200 has not been as successful as the A320 or smaller A319, but nonetheless is operated by 67 airlines worldwide, many more than Boeing's competing B737-900ER (although the latter is a newer model and thus has had less time to attract orders). Airbus has announced that it will offer a more fuel-efficient new engine option (NEO) on its narrowbody planes starting in 2016. Orders to date indicate that this will be a popular option. If widely adopted, sale of NEO planes could depress somewhat residual values of existing-technology Airbus narrowbody planes. However, this effect is most likely for older planes in the A320 family (e.g. those delivered in the 1990s), rather than the A321-200s in the 2013-1 collateral pool. The second-largest proportion of aircraft securing the certificates is A330-200s, a small, long-range widebody plane. This model, which incorporates newer technology than Boeing's competing B767-300ER, has been successful, and is operated by 65 airlines worldwide. It will face more serious competition when large numbers of Boeing's long-delayed B787 are delivered. The initial loan-to-value of the Class A certificates is 54.3 percent and of the Class B certificates 72.1%, using the appraised base values and depreciation assumptions in the offering memorandum. However, S&P focused on more conservative maintenance-adjusted appraised values (not disclosed in the offering memorandum). S&P also uses more conservative depreciation assumptions for all of the planes than those in the prospectus. S&P assumed that, absent cyclical fluctuations, values of the A321-200s and A330-200s would decline by 6.5 percent of the preceding year's value per year. Using these values and assumptions, the Class A initial loan-to-value is higher, 55.3 percent, and rises to above 59 percent at its highest point before declining gradually. The Class B initial loan-to-value, using S&P's assumptions, is about 73.1 percent and peaks at close to 79 percent before declining. S&P's analysis also considered that a full draw of the liquidity facility, plus interest on those draws represents a claim senior to the certificates. This amount is in line (as a percent of asset value) with EETCs issued over the past few years by other U.S. airlines, and in line with US Airways' 2012-2 EETCs. Initially, a full draw with interest is equivalent to about 5.3 percent of asset value, using S&P's assumptions. The transaction is structured so that US Airways could later issue Class C certificates without a liquidity facility. In the past, airlines--including US Airways--have structured follow-on certificates of this kind in such a way as to not affect the rating on outstanding senior certificates. S&P's ratings on US Airways Group Inc. reflect its substantial debt and lease burden and participation in the high-risk U.S. airline industry. The ratings also incorporate benefits from the company's operating costs, which are lower than those of other legacy airlines. Tempe, Ariz.-based US Airways is the fifth- largest U.S. airline, carrying about 9% of industry traffic. S&P characterizes the company's business profile as "weak," its financial profile as "highly leveraged," and its liquidity as "adequate" under its criteria. On Feb. 14, 2013, US Airways and AMR Corp. (parent of American Airlines Inc.) announced a merger agreement. S&P will evaluate the merger (which is subject to regulatory review and other conditions) and how it fits into AMR's plan to emerge from bankruptcy, and S&P could place the US Airways ratings on CreditWatch with positive implications if S&P believes it is likely it would rate the merger entity 'B' (S&P do not foresee a likelihood of a higher rating, nor do it believes it likely that it would lower the corporate credit rating). The timing of any CreditWatch placement or rating change would depend on both availability of information needed to judge merger effects and greater clarity. RATINGS LIST US Airways Inc. US Airways Group Inc. Corporate credit rating B-/Positive/-- New Ratings Assigned US Airways Inc. Series 2013-1 Class A pass-thru certs BBB (sf) Series 2013-1 Class B pass-thru certs B+ (sf) W.R. GRACE: Reports $52.9-Mil. Net Income in First Quarter ---------------------------------------------------------- W. R. Grace & Co. on April 24 announced first quarter net income of $52.9 million, or $0.69 per diluted share. Net income for the prior-year quarter was $60.9 million, or $0.80 per diluted share. Adjusted EPS was $0.81 per diluted share compared with $0.88 per diluted share in the prior-year quarter. "Sales and earnings were below our expectations," said Fred Festa, Grace's Chairman and Chief Executive Officer. "Customer operational issues and delayed orders in Catalysts Technologies led to weaker results than we expected. While the economic environment is more challenging than we planned, our productivity focus and operating flexibility enabled us to maintain our operating margin and deliver strong year-over-year earnings growth in Materials Technologies and Construction Products." First Quarter Results First quarter net sales of $709.9 million decreased 5.9 percent compared with the prior-year quarter. The decrease was due to lower pricing (-5.0 percent) and unfavorable currency translation (-0.9 percent), as sales volumes were unchanged. Gross profit of $263.8 million decreased 4.8 percent compared with the prior-year quarter primarily due to lower sales. Gross margin increased 50 basis points to 37.2 percent compared with the prior- year quarter. Adjusted EBIT of $104.9 million decreased 5.8 percent compared with $111.3 million in the prior-year quarter. The decrease primarily was due to lower sales, which offset lower manufacturing costs and reduced operating expenses. Adjusted EBIT margin of 14.8 percent was unchanged from the prior-year quarter. The Venezuelan government changed the official exchange rate of the bolivar to the U.S. dollar from 4.3 to 6.3 during the first quarter. As a result, Grace recorded a currency transaction loss of $8.5 million, of which $1.6 million is included in Adjusted EBIT. Adjusted EBIT Return On Invested Capital was 34.8 percent on a trailing four-quarter basis, a decrease of 10 basis points from the prior-year quarter. Grace Catalysts Technologies Sales down 14.7 percent; segment operating income down 21.9 percent First quarter sales for the Catalysts Technologies operating segment, which includes specialty catalysts and additives for refinery, plastics and other chemical process applications, were $266.5 million, a decrease of 14.7 percent compared with the prior-year quarter. The decrease primarily was due to lower pricing (-14.1 percent), lower sales volumes (-0.4 percent) and unfavorable currency translation (-0.2 percent). The decrease in pricing was predominantly attributable to lower rare earth surcharges. Segment gross margin was 40.3 percent compared with 42.0 percent in the prior-year quarter. The decrease in gross margin primarily was due to lower sales and the effect of lower rare earth unit costs and volumes on capitalized inventory values. Segment operating income was $77.2 million compared with $98.9 million in the prior-year quarter, a 21.9 percent decrease primarily due to lower sales and gross margin. Income was down more than $15 million from plan. Approximately $7 million in lower earnings were attributable to the loss of sales at four large customers due to their operational issues or inventory reductions. Approximately $5 million in lower earnings were due to a delay of expected sales at five large customers, primarily at the company's ART joint venture. Grace Materials Technologies Sales up 0.5 percent; segment operating income up 22.7 percent First quarter sales for the Materials Technologies operating segment, which includes engineered materials for consumer, industrial, coatings and pharmaceutical applications and packaging technologies, were $214.9 million, an increase of 0.5 percent compared with the prior-year quarter. The increase was due to improved pricing (+1.8 percent), which offset unfavorable currency translation (-1.2 percent) and lower sales volumes (-0.1 percent). Engineered materials sales volumes and prices grew 4 percent due to higher sales and improved product mix in Asia and higher sales in North America. Packaging sales volumes and prices increased 1 percent with growth in Asia largely offset by weaker sales in Western Europe. Sales in emerging regions, which represented 41 percent of sales, increased 8 percent. Sales in Western Europe, which represented 32 percent of sales, decreased 4 percent. Segment gross margin was 35.1 percent, an increase of 330 basis points compared with the prior-year quarter. The increase in gross margin primarily reflected lower manufacturing costs and improved pricing. Segment operating income was $44.3 million compared with $36.1 million in the prior-year quarter, a 22.7 percent increase primarily due to higher gross margin. Segment operating margin was 20.6 percent, an increase of 370 basis points compared with the prior-year quarter. Grace Construction Products Sales up 0.1 percent; segment operating income up 11.2 percent First quarter sales for the Construction Products operating segment, which includes Specialty Construction Chemicals (SCC) products and Specialty Building Materials (SBM) products used in commercial, infrastructure and residential construction, were $228.5 million compared with $228.3 million in the prior-year quarter. The sales increase was due to improved pricing (+1.2 percent) and higher sales volumes (+0.5 percent), which more than offset unfavorable currency translation (-1.6 percent). Last year's third quarter acquisition of Rheoset Industria contributed $7.0 million to sales. Sales in the emerging regions, which represented 37 percent of sales, increased 12 percent primarily due to strong sales performance of SCC products in Latin America. Sales in North America, which represented approximately 40 percent of sales, decreased 2 percent as weaker sales of SBM products offset 4 percent growth of SCC products. Western Europe, which represented approximately 14 percent of sales, declined 14 percent compared with the prior-year quarter. Segment gross margin of 35.5 percent improved 130 basis points compared with the prior-year quarter. The increase in gross margin primarily was due to improved pricing and lower operating costs. Segment operating income was $22.8 million compared with $20.5 million for the prior-year quarter, an 11.2 percent increase primarily due to improved gross margin and lower expenses. Segment operating margin improved to 10.0 percent compared with 9.0 percent in the prior-year quarter. Other Expenses Total corporate expenses were $20.8 million for the first quarter, a decrease of 18.1% compared with the prior-year quarter, largely due to restructuring and other cost reduction actions in the prior year. Defined benefit pension expense for the first quarter was $18.6 million compared with $18.8 million for the prior-year quarter. In March 2013, the company made an accelerated contribution of $50 million to its U.S. defined benefit pension plans. Interest expense was $10.5 million for the first quarter compared with $11.3 million for the prior-year quarter. The annualized weighted average interest rate on pre-petition obligations for the first quarter was 3.5 percent. Income Taxes Income taxes were recorded at a global effective tax rate of approximately 34 percent before considering the effects of certain non-deductible Chapter 11 expenses, changes in uncertain tax positions and other discrete adjustments. Grace generally has not had to pay U.S. Federal income taxes in cash in recent years since available tax deductions and credits have fully offset U.S. taxable income. Income taxes in foreign jurisdictions are generally paid in cash. Grace expects to generate significant U.S. Federal net operating losses upon emergence from bankruptcy. Income taxes paid in cash, net of refunds, were $11.6 million during the first quarter, or approximately 14 percent of income before income taxes. Cash Flow Net cash provided by operating activities in the first quarter was $51.1 million compared with net cash used for operating activities of $18.4 million in the prior-year quarter. The increase in cash flow resulted from lower pension payments and improvements in net working capital. Adjusted Free Cash Flow was $66.4 million for the first quarter compared with $32.5 million in the prior-year period. The year- over-year increase primarily was due to improvements in net working capital. 2013 Outlook As of April 24, 2013, Grace expects 2013 Adjusted EBIT to be in the range of $540 million to $560 million, an increase of 4 to 8 percent compared with 2012 Adjusted EBIT of $517.4 million. The company expects 2013 Adjusted EBITDA to be in the range of $665 million to $685 million. Chapter 11 Proceedings On April 2, 2001, Grace and 61 of its United States subsidiaries and affiliates, including its primary U.S. operating subsidiary, W. R. Grace & Co.-Conn., filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware in order to resolve Grace's asbestos-related liabilities. On January 31, 2011, the Bankruptcy Court issued an order confirming Grace's Joint Plan. On January 31, 2012, the United States District Court issued an order affirming the Joint Plan, which was reaffirmed on June 11, 2012, following a motion for reconsideration. Five parties have appeals pending before the U.S. Court of Appeals for the Third Circuit. Oral arguments are scheduled to be heard by a Third Circuit panel of judges on June 17, 2013. The timing of Grace's emergence from Chapter 11 will depend on a favorable ruling by the Third Circuit court and the satisfaction or waiver of the remaining conditions set forth in the Joint Plan. The Joint Plan sets forth how all pre-petition claims and demands against Grace will be resolved. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. The plan can't be implemented because pre-bankruptcy secured bank lenders filed an appeal currently pending in the U.S. Court of Appeals in Philadelphia. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). W.R. GRACE: Bonuses Approved, Appeal Heard June 17 -------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that W.R. Grace & Co., still in Chapter 11 reorganization after 12 years, received court approval for bonuses costing $18.9 million if targets are met. For executives, the bonuses will be paid in stock. There were no objections. The company has won court approval to pay bonuses every year since the bankruptcy filing in April 2001 to deal with asbestos claims. The report notes that the company may soon be in a position to exit bankruptcy. The bank lenders' appeal of confirmation orders will be argued next month in the U.S. Court of Appeals in Philadelphia. The plan, which was confirmed by the bankruptcy and district courts, can't be implemented because pre-bankruptcy secured bank lenders filed an appeal. Arguments will be held on June 17 in the U.S. Court of Appeals in Philadelphia. The banks argue on appeal that they are entitled to $185 million in interest on their claims because shareholders are retaining stock worth $4.9 billion. Banks filing the appeal include Bank of America NA, Barclays Bank Plc and JPMorgan Chase Bank NA. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. The plan can't be implemented because pre-bankruptcy secured bank lenders filed an appeal currently pending in the U.S. Court of Appeals in Philadelphia. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). WINSTAR COMMS: Court Grants Class Certification in Securities Suit ------------------------------------------------------------------ District Judge George B. Daniels certified a class in IN RE WINSTAR COMMUNICATIONS SECURITIES LITIGATION, No. 01 Civ. 3014 (GBD), (S.D.N.Y.). Lead Plaintiffs BIM Intermobiliare SGR, Robert Ahearn, and DRYE Custom Pallets allege that the accounting firm Grant Thornton committed securities fraud in violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, and made false and misleading statements in an audit opinion letter included in Winstar's 1999 Form 10-K filing. Lead Plaintiffs sought certification of a class of "all persons and entities that purchased the common stock or publically traded bonds of Winstar . . . during the period from March 10, 2000 until April 2, 2001." Judge Daniels granted the Lead Plaintiffs' motion, to the extent that the Court certifies a class with these sub-class definitions: I. All persons and entities that purchased the common stock of Winstar from March 10, 2000 until April 2, 2001 (inclusive) and were damaged thereby; II. All persons and entities that purchased Winstar U.S. dollar-denominated 12-1/2% bonds due April 2008 (CUSIP 975515BD8), 12-3/4% bonds due April 2010 (CUSLP 975515AY3), and 14-3/4% bonds due April 2010 (CUSIP 975515AZO) from October 16, 2000 until April 2, 2001 (inclusive) and were damaged thereby. The certified class is led by Lead Plaintiffs BIM, Ahearn, and DRYE. Judge Daniels said the Plaintiffs have class standing to represent both stock and bond purchasers. A copy of the District Court's April 17, 2013 Memorandum Decision and Order is available at http://is.gd/LYa8wDfrom Leagle.com. About Winstar Based in New York, Winstar Communications, Inc., provided broadband services to business customers. The company and its debtor-affiliates filed for chapter 11 protection on April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462). As part of their chapter 11 restructuring strategy, the Debtors sold their domestic telecom assets to IDT Winstar Acquisition, Inc. IDT later sold the Winstar Assets to GVC Networks, LLC, resulting in the creation of GVCwinstar, a wholly owned subsidiary of GVC Networks. On Jan. 24, 2002, the Bankruptcy Court converted the Debtors' cases to a Chapter 7 liquidation proceeding. Christine C. Shubert serves as the Debtors' Chapter 7 trustee. The Chapter 7 trustee is represented by Fox Rothschild LLP and Kaye Scholer LLP. When the Debtors filed for bankruptcy, they listed $4,975,437,068 in total assets and $4,994,467,530 in total debts. In early 2009, the U.S. Court of Appeals for the Third Circuit affirmed a ruling that required an Alcatel-Lucent SA unit to return to the Chapter 7 trustee a $188.2 million loan payment it accepted in 2000. As a business partner to the telecommunications company, Lucent Technologies Inc. was an "insider" under U.S. bankruptcy law and owes Winstar's trustee the money, the appeals court said. * Fitch Says Improved U.S. Bank 1Q Results Hard to Sustain ---------------------------------------------------------- Earnings for U.S. banks generally improved during the first quarter although these levels will be difficult to sustain over the remainder of 2013, according to Fitch Ratings quarterly banking report. The first quarter is generally the strongest period, and the industry still faces unpredictability on capital markets revenues and earnings. Revenues broadly fell for the large U.S. banks that have reported to date, although reported net income improved on a linked-quarter basis for many banks. Lower provision expenses and a concerted effort to control expense growth offset lackluster top-line performance. As expected, a decline in mortgage refinancing activities helped bank earnings. Fitch expects mortgage revenues to decline industry wide in 2013 given lower refinancing activities. For the top five U.S. banks, aggregate revenues in capital markets were 7% below a strong first quarter 2012 (1Q'12) and 36% above the seasonally weaker 4Q'12 level. Capital markets remained a key contributor to overall revenues for the top five at 35% of consolidated revenues, with fixed income and currency and commodities activity the largest segments. Fitch notes capital market revenues are inherently volatile from quarter to quarter and susceptible to sharp declines in the event of difficult markets. Despite ongoing nonaccrual trend improvement, Fitch remains cautious regarding the large balance of accruing troubled debt restructurings (TDRs) on the bank's books, which are included in nonperforming assets per Fitch's calculations. Fitch also notes legal and regulatory costs remain elevated with the ultimate visibility into lifetime losses still limited. In February 2013, Fitch completed a peer review of 16 mid-tier regionals banks. Fitch's mid-tier regional group comprises banks with total assets ranging from $10 billion to $36 billion. The Issuer Default Ratings (IDRs) for this group are relatively dispersed with a low of 'BB' and a high of 'A+'. Also in February, Fitch affirmed the ratings of the four institutions included in this review: Bank of New York, State Street Corporation, Northern Trust, and Brown Brothers Harriman. * Moody's Notes Weak Protection for Private Equity Sponsors ----------------------------------------------------------- The 12 most-active private equity sponsors provide the weakest covenant protections, on average, according to a study by Moody's Investors Service of more than 200 high-yield bonds issued by sponsored North American companies. These weaker covenants leave creditors at greater risk of debt-funded dividend recapitalizations and subordination that could see them take losses in a default, the rating agency says in a new report. "Of the 222 private equity-sponsored bonds we looked at, those issued by companies backed by the 12 most-active sponsors offered investors significantly less protection than those backed by less- active sponsors," says Matthew Musicaro, Associate Analyst and author of the report, "12 Most-Active Private Equity Sponsors Provide Weak Covenant Packages." The bonds were drawn from Moody's High-Yield Covenant Database and were issued between January 1, 2011 and February 28, 2013. The database also includes covenant quality scores, which range from 1.0 for bonds that offer the strongest covenant protection, to 5.0 for those that offer the weakest protection. The average covenant quality score of a bond backed by a top-12 sponsor was 3.75, Musicaro says, compared with 3.12 for bonds backed by less-active sponsors. Notably, bonds from less-frequent sponsors offered more covenant protection, on average, than bonds not backed by a private equity sponsor, which have an average score of 3.39. The 12 most-active private equity sponsors are classified as such because they each have at least six bonds issued by five distinct issuers in the covenant database and are the largest equity holder in at least one of these deals. Bonds backed by a top-12 sponsor had weaker covenant scores across all six risk categories Moody's evaluates in its covenant analysis, with the biggest disparity in structural subordination. The average score for bonds backed by a top-12 sponsor was 3.32 in this risk category, some 43% lower than the 2.31 average for bonds without a top-12 sponsor. "Heightened structural subordination and liens risk allow companies backed by a top-12 sponsor to incur more bank debt, which could reduce investor recoveries in a distressed scenario," Musicaro says. "Further, the combination of weak restricted payments and debt covenants make companies with a top-12 sponsor more susceptible to dividend recapitalizations, resulting in higher leverage and risk for investors." Moody's recently launched Covenant Quality Index showed deteriorating overall covenant quality in North American bond issuance in the second half of 2012, but the covenant quality of bonds backed by the 12 most-active private equity sponsors deteriorated more in the fourth quarter than that of bonds without a sponsor, falling to a two-year low of 3.95, from 3.61 in the prior quarter. Most noteworthy, of bonds backed by top-12 sponsors, 73% received a "weakest" liens score and the average liens score declined to 4.34 in the fourth quarter, much weaker than the historical averages of 55% and 3.80, respectively. * Moody's Sees Big Growth Opportunity in US Cable Sector -------------------------------------------------------- Business services represent the biggest growth opportunity for the US cable industry, Moody's Investors Service says in a new report. While the largest cable operators already have high penetration of the small business market and are beginning to seek out mid-sized opportunities, there is still plenty of room for smaller operators to grow in the commercial market. "With the maturation of the pay TV business and expected moderation of residential broadband and voice, the commercial segment represents the largest and fastest growth opportunity for cable TV providers," says Senior Vice President Neil Begley in "Industry Consolidation Ahead as Commercial Opportunity Calls." "For some, commercial growth rates now range around 30% a year." But cable providers need to have footprints that satisfy the location needs of commercial customers, Begley says. Currently, most cable footprints resemble jigsaw puzzles of efficiency customized to serve residential customers, but are often less efficient or not as large as those of their telecom competitors. Nor are they as well suited to serve multi-location commercial customers. Moody's therefore expects increased consolidation in the cable industry, as players seek expansion opportunities. "As growth in the small business market moderates, some cable operators will look to a new round of property swaps, mergers or transformative acquisitions to go after mid-sized and large multi-location regional businesses," Begley says. The only alternative is to offer services jointly, which opens up many questions about service, marketing, consistency, control and profit sharing. The industry's history of joint ventures is poor. In the next five to 10 years, three or four companies likely will come to dominate the US cable industry, putting them in a better position to compete with incumbent telecommunication companies for commercial businesses. The cable market is dominated by Time Warner Cable Inc. and Comcast Corp., and about eight mid-sized to small players. Mid-sized operators such as Cox Communications, Inc. and Charter Communications Inc. stand to gain the most from consolidation. They currently have low average footprint penetration, but sizeable acquisitions could make them more competitive in the business segment. Nevertheless, their credit quality would worsen if they took on significant debt to make their purchases. Given large operators' considerable scale they are more likely to focus on swaps and portfolio rationalization as they pursue commercial business opportunities, which would be mildly credit positive, Begley says. Smaller operators in attractive markets, on the other hand, may be acquired by larger, higher-rated peers, positively affecting their ratings. * Foreign Buyers Prop Up Deal Activity in U.S. Oil & Gas Sector --------------------------------------------------------------- The acceleration of deals at the end of last year to get ahead of the fiscal cliff and the seasonality of low first quarter deal volume resulted in a decline of oil and gas merger and acquisition (M&A) activity in the first three months of 2013 compared with fourth quarter 2012, according to PwC US. While private equity (PE) activity moved to the sidelines, deal activity was propped up by foreign buyers, who focused on the upstream sector, and strategic investors who continued to look for opportunities in shale plays. These factors led to an increase in both deal volume and value compared to the same time period in 2012. For the three month period ending March 31, 2013, there were a total of 39 oil and gas deals with values greater than $50 million, accounting for $27.0 billion in deal value, an increase from the 34 deals worth $25.7 billion in the first quarter of 2012. However, on a sequential basis, deal volume in the first quarter of 2013 dropped 48 percent from the 75 deals in the fourth quarter of 2012, with total deal value in the first three months of the year declining 52 percent from $56.2 billion in the fourth quarter of 2012. "With the acceleration of deal activity in the final three months of 2012 due to the looming fiscal cliff, in addition to the seasonal slowdown of deal making during the first quarter, we had anticipated this drop-off in M&A activity," said Rick Roberge, principal in PwC's energy deals practice. "Foreign buyers, though, are still looking for opportunities to expand in U.S. shale plays and are extremely active in upstream prospects -- and they're willing to acquire those assets at a premium. At the same time, while private equity activity in the oil and gas industry recently hit an all-time high, the increase in asset valuations has caused them to move to the sidelines so far this year. However, we expect private equity involvement to pick up, in line with our outlook in The US Energy Revolution: The role of private equity in oil and gas." Foreign buyers announced nine deals in the first quarter of 2013, which contributed $4.1 billion or 15 percent of total deal value, versus six deals valued at $5.9 billion during the same period last year. On a sequential basis, the number of total deals remained the same as total deal value increased 28.1 percent. Private equity deal activity in the oil and gas industry dropped in the first quarter of 2013 with only two transactions with values greater than $50 million, which represented a total deal value of $576 million, compared to seven financial sponsor-backed deals worth $13.0 billion in the first quarter of 2012. Additionally, there were 34 strategic deals that contributed $26.4 billion and made up 98 percent of total deal value in the first three months of 2013. There were 35 total asset transactions, representing 90 percent of total deal volume, which contributed $17.2 billion -- a 30 percent increase in deal volume from the 27 asset transactions during the first quarter in 2012, but a slight decline from the $18.2 billion in total deal value during the same period last year. There were four corporate transactions totaling $9.8 billion in the first three months of 2013, a small dip from the seven corporate deals during the first quarter of 2012, although deal value had increased from $7.4 billion. For deals valued at over $50 million, upstream deals accounted for 23 transactions, representing $12.6 billion, or 47 percent of total first quarter deal value. The number of oil deals within the upstream sector totaled 11, compared to five upstream gas deals in the quarter. There were 11 midstream deals that contributed $10.0 billion, a 120 percent jump from the five midstream deals during the first quarter of 2012, which totaled $3.2 billion. Three downstream deals during the first quarter of 2013 added $3.9 billion, while oilfield services contributed two deals worth $465 million. According to PwC, there were 18 deals with values greater than $50 million related to shale plays in the first quarter of 2013, totaling $16.3 billion, or 60 percent of total deal value. In the upstream sector, shale deals represented 11 transactions and accounted for $5.0 billion, or 40 percent of total upstream deal value in the first quarter of 2013. Included in the shale-related deals in the first quarter of 2013 were three transactions involving the Marcellus Shale totaling $882 million and two Utica Shale deals that contributed $283 million. Compared to the first quarter of 2012, Marcellus Shale deal volume was flat, although total deal value decreased from $3.0 billion. Utica Shale deal activity increased from one transaction worth $112 million during the first three months of 2012. "The main story in the first quarter of the year continues to be about shale. We're seeing interest in both the Marcellus and Utica, and we don't expect to see that enthusiasm dissipate anytime soon," said Steve Haffner, a Pittsburgh-based partner with PwC's energy practice. "While that interest hasn't translated to a dramatic increase in the volume and value of shale deals in the region, potential buyers are seeking the right opportunities to establish their footprint in the area -- or to expand -- and that includes both private equity and foreign buyers." The most active shale plays for M&A with values greater than $50 million during the first quarter of 2013 include the Eagle Ford in Texas with five total transactions representing $5.1 billion, followed by the Marcellus Shale, the Utica Shale, and then the Bakken in North Dakota with one deal totaling $513 million. "The first quarter saw a divergence in buyer-seller price expectations around gas assets, as natural gas prices bumped up from recent historical low levels," added Mr. Roberge. "These higher valuations for gas assets, combined with continued high valuations in the sweet spots of the liquid rich shale plays, were a major contributor to PE firms largely sitting out this quarter, but it's critically important for PE's and strategics alike to be ready when opportunity surfaces and prices are more favorable, as buyers will be lining up. Making sure they have the right strategies, integration plans, and controls in place will make for a better prepared buyer that maximizes the chances for success." PwC notes that during the first quarter of 2013, master limited partnerships (MLPs) were involved in eight transactions, representing more than 20 percent of total deal activity and continuing the trend of MLP involvement in deal transactions, as MLPs represented 20.6 percent of total deal activity in 2012. PwC's Oil & Gas M&A analysis is a quarterly report of announced U.S. transactions with value greater than $50 million analyzed by PwC using transaction data from IHS Herold. PricewaterhouseCoopers LLP is a Delaware limited liability partnership. * Total Consumer Debt in Canada Rises in March, Equifax Reports --------------------------------------------------------------- Equifax Canada's March Consumer Credit Trends Report finds there was moderate growth in total consumer indebtedness (excluding mortgage debt), year-to-date through March 2013 with an increase of 3.9 per cent to $500.8 billion from $497 billion during the same timeframe in 2012. The 90-plus day delinquencies for all credit products (excluding mortgages) has decreased by 13.4 per cent from the same time period in 2012 to a moderate 1.2 per cent, an all-time low. This rate was as high as 1.8 per cent during the height of the recession. Consumer bankruptcies are at very similar levels as in 2012. Cristian deRitis, Senior Director of Consumer Credit Economics at Moody's Analytics, commented on the report by adding "first quarter consumer credit conditions in Canada were mixed with outstanding balances rising and late-stage delinquency rates falling relative to a year ago. The Canadian economy is growing, albeit slowly, and the unemployment rate fell to 7.0 per cent in the first quarter. Outstanding household debt and available credit rose in the first quarter by 3.9 per cent and 4.4 per cent respectively on a year ago basis, breaking the trend in decelerating growth that began in 2011. Balances are increasing for bank installment loans, lines of credit and auto loans as Canadians continue to shun personal finance and sales finance loans." "Late-stage delinquency rates continue to show improvement, especially in the energy-rich economies of Edmonton and Calgary as well as in Vancouver and Ottawa," added Mr. deRitis. "However, rising bankruptcy filings across the country reflect the growing financial strain on Canadian families, particularly in Montreal and Halifax. The largest single threat to consumer balance sheets remains property values. With outstanding mortgage balances continuing to grow at a 5 per cent annual rate, households as well as lenders remain vulnerable to a sudden change in the trajectory of home values." Nadim Abdo, Vice President, Client Solutions, Equifax Canada noted that "throughout 2012 and into the first quarter of 2013, we continue to see slower growth in overall credit and a vast improvement in serious delinquencies. This represents very positive financial control by consumers and lending institutions given the sustained low interest rate environment and improved employment rates," Mr. Abdo added. Other Equifax report findings include: -- Total National Credit Card balances are declining to flat over the past nine quarters (from $79.2 Billion to $76.4 Billion). -- Non-bank captive auto finance is one of the few credit portfolios growing at a robust pace versus the same period in 2012 (balances increased by 9.4 per cent from $50.8 Billion to $55.5 Billion). -- Very moderate growth in Lines of Credit and HELOC's likely due to housing market speculation and increased regulation (increased 3.3 per cent from $242.5 Billion to $250.6 Billion). About Equifax Headquartered in Atlanta, Equifax (NYSE: EFX) -- http://www.equifax.com-- provides consumer and commercial information solutions. The company operates or has investments in 18 countries and is a member of Standard & Poor's (S&P) 500(R) Index. * WSJ Says 19 Ch.11 Cases Kept Details of Insider Pay Secret ------------------------------------------------------------ Peg Brickley and Patrick Fitzgerald, writing for Dow Jones Newswires, report that a Wall Street Journal review of 250 Chapter 11 cases over the past five years found that 19 companies tried to keep the details of insider pay secret, and 17 were successful. ost that didn't complete the insider-pay forms did so without seeking court permission. The report relates the 19 companies that tried to shield the pay information used varied approaches. Some put employee identification numbers where they were directed to put names, or stamped "redacted" where they were supposed to put numbers. Others reported lump sums but listed no names. The report is available at http://is.gd/UIOWiN "My concern is that there has been a move away from transparency," said Stephen Lubben, professor at Seton Hall University School of Law, according to the report. "To get the discharge you get from Chapter 11, part of the deal was that you had to lay your cards on the table." "To the extent that it's being done without court authority, I think that's just plain wrong," said Judge D. Michael Lynn of the U.S. Bankruptcy Court in Fort Worth, Texas, according to the report. "There is no specific U.S. Trustee Program policy on the level of detail required" on the question of insider pay, Jane Limprecht, a spokeswoman for the U.S. Trustee Program, said in an email, according to the report. "It is not appropriate to discuss any particular case beyond the court record." The report relates Paul Steven Singerman, the lawyer for Ruden McClosky, a bankrupt law firm that won court permission to keep some insider-pay details confidential, explained the practice. "There's a major distinction between the situation of an individual consumer and a corporate debtor," Mr. Singerman said, according to the report. Disclosure of different pay levels in a company can be "terribly disruptive internally." In Ruden McClosky's case, revelation of insider pay would have jeopardized the sale of the firm and needlessly exposed personal confidential information of people who had no role in its financial trouble, he said. "As a restructuring professional, I, personally, don't think that level of disclosure is essential to the purpose of rehabilitating a business," said Mr. Singerman, a partner at Berger & Singerman, according to the report. * Supreme Court to Decide on Individual Retirement Account ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Supreme Court needs to decide whether an inherited individual retirement account is protected from the claims of creditors in bankruptcy because U.S. circuit courts of appeal are now divided on the issue. According to the report, Chief Judge Frank Easterbrook, on the Court of Appeals for the Seventh Circuit in Chicago, April 23 disagreed with an opinion last year from the Fifth Circuit appeals court in New Orleans. Judge Easterbrook concluded that inherited IRAs aren't exempt in bankruptcy. The report notes that an IRA funded by someone's own contributions is immune from creditors' claims in bankruptcy. The case before Judge Easterbrook and the other two judges on the appellate panel involved a woman who inherited her deceased mother's $300,000 IRA. After the daughter filed for bankruptcy, the bankruptcy judge ruled that the IRA wasn't exempt. The district court reversed, and Judge Easterbrook reversed once again. The report recounts that the Fifth Circuit reached the opposite result in March 2012, focusing on what it called the "plain meaning" of the statutes. By contrast, Judge Easterbrook focused on how an inherited IRA does "not represent anyone's retirement funds." To make the inherited IRA exempt, he said "would be to shelter from creditors a pot of money that can be freely used for current expenses." Judge Easterbrook said he didn't even believe the case was a close question because the IRA was no longer a "fund of retirement savings." Judge Easterbrook ended his decision saying the opinion was circulated to the other circuit judges and none requested another hearing before all judges on the circuit. The case is In re Clark, 12-1241, U.S. Court of Appeals for the Seventh Circuit (Chicago). * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re Henry Danpour Bankr. C.D. Cal. Case No. 13-19596 Chapter 11 Petition filed April 12, 2013 In re Menashi Cohen Bankr. C.D. Cal. Case No. 13-19597 Chapter 11 Petition filed April 12, 2013 In re Yolanda Perry Bankr. N.D. Cal. Case No. 13-42165 Chapter 11 Petition filed April 12, 2013 In re Darren Wassell Bankr. N.D. Cal. Case No. 13-42170 Chapter 11 Petition filed April 12, 2013 In re Christopher Evans Bankr. N.D. Cal. Case No. 13-52083 Chapter 11 Petition filed April 12, 2013 In re Furqan Sheikh Bankr. D. Conn. Case No. 13-50552 Chapter 11 Petition filed April 12, 2013 In re Rubina Sheikh Bankr. D. Conn. Case No. 13-50552 Chapter 11 Petition filed April 12, 2013 In re Akshar Postal Services, LLC dba The UPS Store Bankr. M.D. Fla. Case No. 13-04488 Chapter 11 Petition filed April 12, 2013 See http://bankrupt.com/misc/flmb13-04488.pdf represented by: James H. Monroe, Esq. JAMES H. MONROE, P.A. E-mail: jhm@jamesmonroepa.com In re Barrington A. Russell, Professional Association dba Bar Financial Network Bankr. S.D. Fla. Case No. 13-18264 Chapter 11 Petition filed April 12, 2013 See http://bankrupt.com/misc/flsb13-18264.pdf represented by: Zach B. Shelomith, Esq. LEIDERMAN SHELOMITH, P.A. E-mail: zshelomith@lslawfirm.net In re Francois Julmis Bankr. S.D. Fla. Case No. 13-18325 Chapter 11 Petition filed April 12, 2013 In re John Hill Bankr. S.D. Fla. Case No. 13-18344 Chapter 11 Petition filed April 12, 2013 In re Mark Sands Bankr. S.D. Fla. Case No. 13-18371 Chapter 11 Petition filed April 12, 2013 In re Leon Humphries Bankr. N.D. Ga. Case No. 13-58138 Chapter 11 Petition filed April 12, 2013 In re Frank DeJulio Bankr. N.D. Ill. Case No. 13-15457 Chapter 11 Petition filed April 12, 2013 In re RLP-Ferrell Street, LLC Bankr. D. Nev. Case No. 13-13103 Chapter 11 Petition filed April 12, 2013 See http://bankrupt.com/misc/nvb13-13103.pdf represented by: J. Charles Coons, Esq. COOPER COONS, LTD. E-mail: charles@coopercoons.com In re Jennifer Chickara Bankr. D. N.J. Case No. 13-17837 Chapter 11 Petition filed April 12, 2013 In re Crown Waste Corp. dba Infiniti Waste Services Bankr. E.D.N.Y. Case No. 13-71926 Chapter 11 Petition filed April 12, 2013 See http://bankrupt.com/misc/nyeb13-71926.pdf represented by: Anthony F. Giuliano, Esq. PRYOR & MANDELUP E-mail: afg@pryormandelup.com In re Maelo Corp. dba EL Tequilazo Bankr. S.D.N.Y. Case No. 13-11138 Chapter 11 Petition filed April 12, 2013 See http://bankrupt.com/misc/nysb13-11138.pdf Filed as Pro Se In re The Piano Place & Arts Conservatory, Incorporated dba Music Place Mansfield Bankr. N.D. Tex. Case No. 13-41687 Chapter 11 Petition filed April 12, 2013 See http://bankrupt.com/misc/txnb13-41687.pdf represented by: Danny J. Wallis, Esq. BAILEY & GALYEN E-mail: dwallis@galyen.com In re Christopher Bartz Bankr. S.D. Tex. Case No. 13-32221 Chapter 11 Petition filed April 12, 2013 In re Nelson Karp Bankr. E.D. Va. Case No. 13-71358 Chapter 11 Petition filed April 12, 2013 In re Nelson M. Karp, MD Bankr. E.D. Va. Case No. 13-71358 Chapter 11 Petition filed April 12, 2013 See http://bankrupt.com/misc/vaeb13-71358.pdf represented by: Cullen Drescher Speckhart, Esq. ROUSSOS, LASSITER, GLANZER & BARNHART E-mail: speckhart@rlglegal.com - and ? Kelly Megan Barnhart, Esq. ROUSSOS, LASSITER, GLANZER & BARNHART E-mail: barnhart@rlglegal.com In re Barbara A. Sinatra, LLC Bankr. C.D. Cal. Case No. 13- 12577 Chapter 11 Petition filed April 14, 2013 See http://bankrupt.com/misc/cacb13-12577p.pdf See http://bankrupt.com/misc/cacb13-12577c.pdf represented by: John J Oh, Esq. Kim Kang & Oh E-mail: john@kimkangoh.com In re Irenda Corporation Bankr. C.D. Cal. Case No. 13-19715 Chapter 11 Petition filed April 14, 2013 See http://bankrupt.com/misc/cacb13-19715p.pdf See http://bankrupt.com/misc/cacb13-19715c.pdf represented by: Joyce H. Vega, Esq. Joyce H Vega & Associates E-mail: vegaattorneys@gmail.com In re Quality Plus Medical Services, Inc. Bankr. N.D. Ala. Case No. 13-01760 Chapter 11 Petition filed April 14, 2013 See http://bankrupt.com/misc/alnb13-01760.pdf Represented by: C Taylor Crockett, Esq. E-mail: taylor@taylorcrockett.com In re Blakely Land Management, Inc. Bankr. S.D. Ala. Case No. 13-01282 Chapter 11 Petition filed April 14, 2013 See http://bankrupt.com/misc/alsb13-01282.pdf represented by: James A. Johnson, Esq. James A. Johnson, P.C. E-mail: jjohnson@jamesajohnsonpc.com In re Jeffus & Williams Company, Inc. Bankr. D. Alaska Case No. 13-00191 Chapter 11 Petition filed April 14, 2013 See http://bankrupt.com/misc/akb13-00191.pdf represented by: Daniel G. Bruce, Esq. Baxter Bruce & Sullivan PC E-mail: bankruptcy@baxterbrucelaw.com In re Tozai Group LLC Bankr. C.D. Cal. Case No. 13-12597 Chapter 11 Petition filed April 14, 2013 See http://bankrupt.com/misc/cacb13-12597.pdf represented by: Richard E Dwyer, Esq. Law Office of Richard Dwyer E-mail: attorneyricharddwyer@gmail.com In re Wilson S. Lim, DMD, Inc. Bankr. N.D. Cal. Case No. 13-30875 Chapter 11 Petition filed April 14, 2013 See http://bankrupt.com/misc/canb13-30875.pdf represented by: Gregory A. Rougeau, Esq. Law Offices of Manasian and Rougeau E-mail: rougeau@mrlawsf.com In re Carmelina's Bar & Restaurant Inc. Bankr. D. Conn. Case No. 13-50569 Chapter 11 Petition filed April 14, 2013 See http://bankrupt.com/misc/ctb13-50569.pdf represented by: Thomas L. Kanasky, Jr., Esq. E-mail: tlkanasky@snet.net In re Edward Newman Bankr. N.D. Fla. Case No. 13-30465 Chapter 11 Petition filed April 15, 2013 In re David Loethen Bankr. W.D. Mo. Case No. 13-20514 Chapter 11 Petition filed April 15, 2013 In re Mark Loethen Bankr. W.D. Mo. Case No. 13-20515 Chapter 11 Petition filed April 15, 2013 In re Robert Gomez Bankr. D. Nev. Case No. 13-13184 Chapter 11 Petition filed April 15, 2013 In re Henry Vaccaro Bankr. D.N.J. Case No. 13-17946 Chapter 11 Petition filed April 15, 2013 In re KIK LLC Bankr. D.N.J. Case No. 13-17955 Chapter 11 Petition filed April 14, 2013 See http://bankrupt.com/misc/njb13-17955.pdf represented by: Lawrence Morrison, Esq. E-mail: morrlaw@aol.com In re Robert Rowland Bankr. D.N.M. Case No. 13-11280 Chapter 11 Petition filed April 15, 2013 In re La Flor Del Paraiso Bar & Restaurant No. 5 Corp. Bankr. E.D.N.Y. Case No. 13-42185 Chapter 11 Petition filed April 14, 2013 See http://bankrupt.com/misc/nyeb13-42185.pdf Filed pro se In re Sergey Koltenyuk Bankr. E.D.N.Y. Case No. 13-42199 Chapter 11 Petition filed April 15, 2013 In re Rodney Weaver Bankr. N.D.N.Y. Case No. 13-30670 Chapter 11 Petition filed April 15, 2013 In re Adair-Myers African American Museum Bankr. S.D.N.Y. Case No. 13-11178 Chapter 11 Petition filed April 14, 2013 See http://bankrupt.com/misc/nysb13-11178.pdf represented by: Joel M. Shafferman, Esq. Shafferman & Feldman, LLP E-mail: joel@shafeldlaw.com In re Percy Squire Bankr. S.D. Ohio Case No. 13-52953 Chapter 11 Petition filed April 15, 2013 In re ZAP Trucking, Inc. Bankr. E.D. Tenn. Case No. 13-11807 Chapter 11 Petition filed April 14, 2013 See http://bankrupt.com/misc/tneb13-11807p.pdf See http://bankrupt.com/misc/tneb13-11807c.pdf represented by: Kyle R. Weems, Esq. Weems & Ronan E-mail: weemslaw@earthlink.net In re Joseph Ashmore Bankr. N.D. Tex. Case No. 13-31893 Chapter 11 Petition filed April 15, 2013 In re RAM Design Build Corporation Bankr. S.D. Tex. Case No. 13-32236 Chapter 11 Petition filed April 14, 2013 See http://bankrupt.com/misc/txsb13-32236.pdf represented by: Ronald Julius Smeberg, Esq. The Smeberg Law Firm PLLC E-mail: Ronaldsmeberg@yahoo.com In re Mathew Holeman Bankr. D. Ariz. Case No. 13-06228 Chapter 11 Petition filed April 16, 2013 In re Thomas Taffe Bankr. D. Ark. Case No. 13-00199 Chapter 11 Petition filed April 16, 2013 In re Brighter Future Learning Center, LLC Bankr. D. Colo. Case No. 13-16055 Chapter 11 Petition filed April 16, 2013 See http://bankrupt.com/misc/cob13-16055.pdf represented by: Mark D. Zimmerman, Esq. E-mail: nordichawk@juno.com In re Margins Retail Group, Inc. dba Margins Charity Thrift and Variety Mall Bankr. N.D. Ga. Case No. 13-58342 Chapter 11 Petition filed April 16, 2013 Filed as Pro Se In re Two Peas, LLC dba Compositions Bankr. D. Maine Case No. 13-20354 Chapter 11 Petition filed April 16, 2013 See http://bankrupt.com/misc/meb13-20354.pdf represented by: Mary-Anne E. Martell, Esq. SEACOAST LAW E-mail: mmartell@seacoastlawme.com In re Prime Pad, LLC Bankr. D. Md. Case No. 13-16633 Chapter 11 Petition filed April 16, 2013 See http://bankrupt.com/misc/mdb13-16633p.pdf See http://bankrupt.com/misc/mdb13-16633c.pdf represented by: Richard H. Gins, Esq. THE LAW OFFICE OF RICHARD H. GINS, LLC E-mail: richard@ginslaw.com In re Breakaway Fashion, Inc. Bankr. D. N.J. Case No. 13-18054 Chapter 11 Petition filed April 16, 2013 See http://bankrupt.com/misc/njb13-18054.pdf represented by: Lawrence Morrison, Esq. E-mail: morrlaw@aol.com In re Wasyl Szeremeta Bankr. E.D.N.Y. Case No. 13-72031 Chapter 11 Petition filed April 16, 2013 In re John Healey Bankr. S.D.N.Y. Case No. 13-35875 Chapter 11 Petition filed April 16, 2013 In re Petroflow, Inc. Bankr. N.D. Ohio Case No. 13-40814 Chapter 11 Petition filed April 16, 2013 See http://bankrupt.com/misc/ohnb13-40814p.pdf See http://bankrupt.com/misc/ohnb13-40814c.pdf represented by: Kathryn A. Belfance, Esq. RODERICK LINTON BELFANCE, LLP E-mail: kb@rlbllp.com In re Robert Powers Bankr. E.D. Pa. Case No. 13-13404 Chapter 11 Petition filed April 16, 2013 In re S and Spice, Inc. dba Sugar and Spice Family Restaurant Bankr. M.D. Pa. Case No. 13-02001 Chapter 11 Petition filed April 16, 2013 See http://bankrupt.com/misc/pamb13-02001.pdf represented by: Lawrence V. Young, Esq. CGA Law Firm E-mail: lyoung@cgalaw.com In re Raymond Cook Bankr. E.D. Wash. Case No. 13-01608 Chapter 11 Petition filed April 16, 2013 In re W. Lewke Bankr. E.D. Wis. Case No. 13-25068 Chapter 11 Petition filed April 16, 2013 In re Danial Pierce Bankr. D. Ariz. Case No. 13-6137 Chapter 11 Petition filed April 17, 2013 In re Alma Flores Bankr. C.D. Cal. Case No. 13-20003 Chapter 11 Petition filed April 17, 2013 In re Harley Broviak Bankr. C.D. Cal. Case No. 13-13410 Chapter 11 Petition filed April 17, 2013 In re Joel Abergel Bankr. C.D. Cal. Case No. 13-20091 Chapter 11 Petition filed April 17, 2013 In re Michael Rodarte Bankr. C.D. Cal. Case No. 13-13400 Chapter 11 Petition filed April 17, 2013 In re Ben Lozada Bankr. N.D. Cal. Case No. 13-30912 Chapter 11 Petition filed April 17, 2013 In re 1900 M Restaurant Associates Inc. Bankr. D.D.C. Case No. 13-00230 Chapter 11 Petition filed April 17, 2013 See http://bankrupt.com/misc/dcb13-00230.pdf represented by: Janet M. Nesse, Esq. Stinson, Morrison & Hecker LLP E-mail: jnesse@stinson.com In re Sun Flower Petroleum, Corporation dba Sunflex Fuels Bankr. S.D. Fla. Case No. 13-18760 Chapter 11 Petition filed April 17, 2013 See http://bankrupt.com/misc/flsb13-18760.pdf represented by: Richard R Robles, Esq. Law Offices of Richard R. Robles, P.A. E-mail: rrobles@roblespa.com In re Auto Title Loan Store of Illinois LLC Bankr. N.D. Ill. Case No. 13-15933 Chapter 11 Petition filed April 17, 2013 See http://bankrupt.com/misc/ilnb13-15933.pdf Filed pro se In re EBL, Inc. dba Aerie Restaurant Bankr. D. Maine Case No. 13-10266 Chapter 11 Petition filed April 17, 2013 See http://bankrupt.com/misc/meb13-10266.pdf represented by: Robert E. Girvan III, Esq. Law Offices of Carl D. McCue E-mail: bankruptcy@mccuelawoffice.com In re Martin Joyce Bankr. D. Mass. Case No. 13-12200 Chapter 11 Petition filed April 17, 2013 In re IER of MI, LLC Bankr. E.D. Mich. Case No. 13-47813 Chapter 11 Petition filed April 17, 2013 See http://bankrupt.com/misc/mieb13-47813.pdf represented by: Donald C. Darnell, Esq. Darnell Law Offices E-mail: dondarnell@darnell-law.com In re Jason Metten Bankr. W.D. Mo. Case No. 13-50243 Chapter 11 Petition filed April 17, 2013 In re Metten Management Innovation LLC Bankr. W.D. Mo. Case No. 13-50244 Chapter 11 Petition filed April 17, 2013 See http://bankrupt.com/misc/mowb13-50244.pdf represented by: William L. Needler, Esq. William L. Needler and Associates Ltd. E-mail: WilliamLNeedler@aol.com In re Rao's Hospitality Inc. Bankr. S.D. Ohio Case No. 13-53025 Chapter 11 Petition filed April 17, 2013 See http://bankrupt.com/misc/ohsb13-53025.pdf Filed pro se In re Pablo Morales Bankr. D.P.R. Case No. 13-2983 Chapter 11 Petition filed April 17, 2013 In re CRN, Inc. dba Alpha Home Nurses Bankr. W.D. Tex. Case No. 13-30642 Chapter 11 Petition filed April 17, 2013 See http://bankrupt.com/misc/txwb13-30642.pdf Represented by: Sidney J. Diamond, Esq. Diamond Law E-mail: usbc@sidneydiamond.com In re Harry Yourist Bankr. W.D. Wash. Case No. 13-13512 Chapter 11 Petition filed April 17, 2013 In re Mathew Holeman Bankr. D. Ariz. Case No. 13-06228 Chapter 11 Petition filed April 18, 2013 In re The Parker Law Firm, P.L.C. Bankr. D. Ariz. Case No. 13-06260 Chapter 11 Petition filed April 18, 2013 See http://bankrupt.com/misc/azb13-06260.pdf represented by: Adam E. Hauf, Esq. THE FORAKIS LAW FIRM E-mail: adamh@forakislaw.com In re Thomas Taffe Bankr. D. Ark. Case No. 13-00199 Chapter 11 Petition filed April 18, 2013 In re Janco Building Services Inc. aka Bryan Douglas Chism Bankr. W.D. Ark. Case No. 13-71414 Chapter 11 Petition filed April 18, 2013 See http://bankrupt.com/misc/arwb13-71414.pdf Filed as Pro Se In re Telenet International, LLC dba Fortis Communications Bankr. D. Colo. Case No. 13-16345 Chapter 11 Petition filed April 18, 2013 See http://bankrupt.com/misc/cob13-16345.pdf represented by: Kenneth J. Buechler, Esq. BUECHLER LAW OFFICE, LLC E-mail: ken@kjblawoffice.com In re George Street Properties, LLC Bankr. D. Conn. Case No. 13-30703 Chapter 11 Petition filed April 18, 2013 See http://bankrupt.com/misc/ctb13-30703.pdf represented by: Peter L. Ressler, Esq. GROOB RESSLER & MULQUEEN E-mail: ressmul@yahoo.com In re Creative Management Corporation Bankr. D. Md. Case No. 13-16732 Chapter 11 Petition filed April 18, 2013 See http://bankrupt.com/misc/mdb13-16732.pdf represented by: Tyler Jay King, Esq. E-mail: tyler@tylerkinglaw.com In re Wasyl Szeremeta Bankr. E.D.N.Y. Case No. 13-72031 Chapter 11 Petition filed April 18, 2013 In re El Puerto Seafood Corp. Bankr. S.D.N.Y. Case No. 13-11217 Chapter 11 Petition filed April 18, 2013 See http://bankrupt.com/misc/nysb13-11217.pdf represented by: Raymond J. Aab, Esq. E-mail: rja120@msn.com In re John Healey Bankr. S.D.N.Y. Case No. 13-35875 Chapter 11 Petition filed April 18, 2013 In re Robert Powers Bankr. E.D. Pa. Case No. 13-13404 Chapter 11 Petition filed April 18, 2013 In re Safety Motorsport Corp. Bankr. D.P.R. Case No. 13-03028 Chapter 11 Petition filed April 18, 2013 See http://bankrupt.com/misc/prb13-03028.pdf represented by: Carlos Rodriguez Quesada, Esq. LAW OFFICE OF CARLOS RODRIGUEZ QUESADA E-mail: cerqlaw@coqui.net In re Raymond Cook Bankr. E.D. Wash. Case No. 13-01608 Chapter 11 Petition filed April 18, 2013 In re W. Lewke Bankr. E.D. Wis. Case No. 13-25068 Chapter 11 Petition filed April 18, 2013 In re Gretchen Greenwood Bankr. D. Colo. Case No. 13-16463 Chapter 11 Petition filed April 19, 2013 In re Frederick Newbill Bankr. M.D. Fla. Case No. 13-2392 Chapter 11 Petition filed April 19, 2013 In re TL Properties, LLC fka Rigby Auto Service, LLC Bankr. D. Idaho Case No. 13-40454 Chapter 11 Petition filed April 19, 2013 See http://bankrupt.com/misc/idb13-40454p.pdf See http://bankrupt.com/misc/idb13-40454c.pdf represented by: Robert J Maynes, Esq. Maynes Taggart, PLLC E-mail: mayneslaw@hotmail.com In re Ramon Aguirre Bankr. N.D. Ill. Case No. 13-16390 Chapter 11 Petition filed April 19, 2013 In re Basrah Custom Design, Inc. Bankr. E.D. Mich. Case No. 13-47956 Chapter 11 Petition filed April 19, 2013 See http://bankrupt.com/misc/mieb13-47956.pdf represented by: Stuart Sandweiss, Esq. Sandweiss Law Center, P.C. E-mail: stuart@sandweisslaw.com In re Orchard Maple Family Dental PLLC Bankr. E.D. Mich. Case No. 13-48050 Chapter 11 Petition filed April 19, 2013 See http://bankrupt.com/misc/mieb13-48050p.pdf See http://bankrupt.com/misc/mieb13-48050c.pdf represented by: Michael D. Lieberman, Esq. Lieberman, Gies & Cohen, PLLC E-mail: mike@lgcpllc.com In re Country Music Investments, Inc. Bankr. W.D. Mo. Case No. 13-20556 Chapter 11 Petition filed April 19, 2013 See http://bankrupt.com/misc/mowb13-20556p.pdf See http://bankrupt.com/misc/mowb13-20556c.pdf represented by: Bryan Bacon, Esq. Van Matre Harrison Hollis & Taylor P.C. E-mail: bryan@vanmatre.com In re George Rivera Bankr. S.D.N.Y. Case No. 13-11245 Chapter 11 Petition filed April 19, 2013 In re Cable Services Plus, Inc. Bankr. W.D.N.C. Case No. 13-30837 Chapter 11 Petition filed April 19, 2013 See http://bankrupt.com/misc/ncwb13-30837.pdf represented by: Richard S. Wright, Esq. Moon Wright & Houston, PLLC E-mail: rwright@mwhattorneys.com In re Safety Services Operating, LLC dba The Home Shop - Wahpeton Fire Extinguisher Bankr. D.N.D. Case No. 13-30244 Chapter 11 Petition filed April 19, 2013 See http://bankrupt.com/misc/ndb13-30244.pdf represented by: James D. Sandsmark, Esq. E-mail: sheppardlawfirm@cableone.net In re Francisco Rodriguez Garcia Bankr. D.P.R. Case No. 13-3072 Chapter 11 Petition filed April 19, 2013 In re Gary Alexander Bankr. W.D. Wash. Case No. 13-13593 Chapter 11 Petition filed April 19, 2013 In re Gray Skies Properties LLC Bankr. W.D. Wash. Case No. 13-13576 Chapter 11 Petition filed April 19, 2013 See http://bankrupt.com/misc/wawb13-13576.pdf represented by: Brett C. Masch, Esq. John Long Law PLLC E-mail: ecf@johnlonglaw.com In re James Lovett Bankr. N.D. Fla. Case No. 13-50163 Chapter 11 Petition filed April 20, 2013 In re Federico Aguiano-Mejia Bankr. C.D. Calif. Case No. 13-13477 Chapter 11 Petition filed April 21, 2013 In re Digital Marketing Group, Inc. Bankr. N.D. Ohio Case No. 13-60993 Chapter 11 Petition filed April 21, 2013 See http://bankrupt.com/misc/ohnb13-60993.pdf represented by: Howard E. Mentzer, Esq. Mentzer and Mygrant Ltd. E-mail: mvmlaw@earthlink.net In re iTownz, LLC Bankr. N.D. Ohio Case No. 13-60995 Chapter 11 Petition filed April 21, 2013 See http://bankrupt.com/misc/ohnb13-60995.pdf represented by: Howard E. Mentzer, Esq. Mentzer and Mygrant Ltd. E-mail: mvmlaw@earthlink.net In re Prestige Creative Marketing, Inc. Bankr. N.D. Ohio Case No. 13-60996 Chapter 11 Petition filed April 21, 2013 represented by: Howard E. Mentzer, Esq. Mentzer and Mygrant Ltd. E-mail: mvmlaw@earthlink.net In re Whistle Pigs, LLC Bankr. N.D. Ohio Case No. 13-60994 Chapter 11 Petition filed April 21, 2013 represented by: Howard E. Mentzer, Esq. Mentzer and Mygrant Ltd. E-mail: mvmlaw@earthlink.net In re J. Reed Bankr. E.D. Okla. Case No. 13-80460 Chapter 11 Petition filed April 21, 2013 In re Thomas Norwood Bankr. N.D. Ala. Case No. 13-81188 Chapter 11 Petition filed April 22, 2013 In re Rafael Alvarez Bankr. C.D. Cal. Case No. 13-13488 Chapter 11 Petition filed April 22, 2013 In re Stephen Hellberg Bankr. C.D. Cal. Case No. 13-20464 Chapter 11 Petition filed April 22, 2013 In re Sunrise Vista Mortgage Corporation Bankr. E.D. Cal. Case No. 13-25503 Chapter 11 Petition filed April 22, 2013 See http://bankrupt.com/misc/caeb13-25503.pdf represented by: Judson H. Henry, Esq. LAW OFFICE OF JUDSON H. HENRY E-mail: jhhenry2000@yahoo.com In re Herman Gibson Bankr. D. Conn. Case No. 13-30719 Chapter 11 Petition filed April 22, 2013 In re Patty Hoffman Bankr. M.D. Fla. Case No. 13-02430 Chapter 11 Petition filed April 22, 2013 In re Chrisley Asset Management, LLC Bankr. N.D. Ga. Case No. 13-58781 Chapter 11 Petition filed April 22, 2013 See http://bankrupt.com/misc/ganb13-58781.pdf represented by: Mathew A. Schuh, Esq. BUSCH SLIPAKOFF & SCHUH E-mail: mschuh@bssfirm.com In re Cookies Fresco, Corp. Bankr. N.D. Ill. Case No. 13-16601 Chapter 11 Petition filed April 22, 2013 See http://bankrupt.com/misc/ilnb13-16601.pdf represented by: Thomas W. McEvoy, Esq. E-mail: tommcevoy@msn.com In re Jorge Arteaga Bankr. N.D. Ill. Case No. 13-16651 Chapter 11 Petition filed April 22, 2013 In re Roya Eftekhary Bankr. N.D. Ill. Case No. 13-16654 Chapter 11 Petition filed April 22, 2013 In re Douglas Seely Bankr. D. Md. Case No. 13-16967 Chapter 11 Petition filed April 22, 2013 In re Plemic Glick LTD, Inc. Bankr. D. N.J. Case No. 13-18511 Chapter 11 Petition filed April 22, 2013 See http://bankrupt.com/misc/njb13-18511.pdf represented by: Joan S. Lavery, Esq. LAVERY & SIRKIS E-mail: joan.lavery@verizon.net In re Alan Kahn Bankr. D. S.C. Case No. 13-02351 Chapter 11 Petition filed April 22, 2013 In re Joseph Smith Bankr. W.D. Tenn. Case No. 13-11022 Chapter 11 Petition filed April 22, 2013 In re Richard W. Rogerson Bankr. E.D. Va. Case No. 13-32237 Chapter 11 Petition filed April 22, 2013 In re Joe Kilgore Bankr. W.D. Va. Case No. 13-70668 Chapter 11 Petition filed April 22, 2013 ********* 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 ***