/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130617.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, June 17, 2013, Vol. 17, No. 166 Headlines 22ND CENTURY: Converts Preferreds to Common Shares 250 AZ: Has Access to Cash to Pay Porter Wright and Assume Lease 30DC INC: Woos Self Publishers to Apple Newsstand ACCESS PHARMACEUTICALS: Inks US License Pact for MuGard AFFYMAX INC: FMR Shares Down to 0.18% as of June 7 AGRIPARTNERS: July 17 Hearing to Confirm Reorganization Plan ALFA PROPERTIES: Case Summary & 2 Unsecured Creditors AMERICAN AIRLINES: Gets Green Light to Buy Back $1.2B Bonds AMERICAN AIRLINES: Inks Second Amendment to Plan of Merger AMERICAN AIRLINES: Proposes Nashville Airport Settlement AMERICAN AIRLINES: Resolves Issues With City of San Francisco AMERICAN AIRLINES: Has Sale-Leaseback Deal for 8 B737 Planes AMERICAN AIRLINES: CEO Horton Expects Profitable Second Quarter AMERICAN COMMERCE: Had $5,800 Net Loss in Fiscal 2013 AMERICAN REALTY: July 10 Hearing on Bank's Bid to Convert Case AMERIGO ENERGY: Retains Monarch as Investor Relations Firm AMES DEPARTMENT: HoldCo Files 3rd Amended Plan After Mediation AMINCOR INC: Grants Common Stock Options to Executive Officers ANTIOCH COMPANY: Committee Taps Crowe Horwath as Financial Advisor ANTIOCH COMPANY: Taps GA Keen to Sell Yellow Springs Property ARCAPITA BANK: Files Executed DIP Agreement with Goldman Sachs ARTS DES PROVINCES: Time Limits Easily Waived on Lift-Stay Motion ATARI INC: Wins Approval to Dump Assets Piece by Piece ATP OIL: Abandons Gomez Oil Drilling Field B & B HEATING: Case Summary & 6 Unsecured Creditors BELO CORPORATION: Fitch Puts 'BB' IDR on Rating Watch Positive BENADA ALUMINUM: Reorganization Plan Declared Effective BIG SANDY: Moss Adams Approved to Respond to IRS' Inquiry BIRDSALL SERVICES: Firm Cops to Pay-To-Play Scheme BLUE COAT: Moody's Assigns Caa1 Rating to New $330MM Term Loan BUILDERS GROUP: Case Summary & 20 Largest Unsecured Creditors CANCANA RESOURCES: ASC Issues MCTO Order; Board Member Steps Down CASH STORE: Faces Class Action Proceedings in Canada CHRYSLER GROUP: Moody's Retains 'B1' CFR Following Re-Pricing CIMASA PROPERTIES: Case Summary & 6 Unsecured Creditors CIRCLE ENTERTAINMENT: Amends Agreement with Whittall Parties CIRCUIT CITY: Settles LCD Price-Fixing Claims Against Sharp COOPER BOOTH: June 21 Hearing Set Over Continued Access to Cash CSD LLC: June 21 Hearing to Approve Plan Outline CYCLONE POWER: Receives $226,000 Funding From Tonaquint D&L ENERGY: Committee Taps BBP Partners as Financial Advisors DAIS ANALYTIC: T. Tangredi Held 19% Equity Stake at May 30 DETROIT, MI: Emergency Manager Makes Presentation to Creditors DETROIT, MI: Fitch Cuts COPs & ULTGO's Ratings to 'C' DETROIT, MI: S&P Cuts City's Credit Rating DOCTORS COMMUNITY: Fitch Lowers Rating on $82.67MM Bonds to 'BB+' DUMA ENERGY: Prepares Aerial Gravity & Magnetics in Namibia E-DEBIT GLOBAL: To Sell 90% Stake in E-Debit Int'l to Winsoft EAGLE POINT: Bankruptcy Court Enters Final Decree Closing Case EASTMAN KODAK: Sony, Nikon Skeptical of $650MM Spinoff Plans EASTMAN KODAK: Several Parties Object to UK Pension Fund Deal EASTMAN KODAK: Nokia Files Objection to Disclosure Statement ECI OF WASHINGTON: Case Summary & 18 Largest Unsecured Creditors ELBIT IMAGING: Objection Deadline to Shareholders' Meeting Ends ELBIT IMAGING: Meeting Objection Deadline Moved to June 19 ELEPHANT TALK: Regains Compliance with NYSE MKT Listing Standards ELEPHANT TALK: To Raise $12 Million From Direct Offering EMPIRE RESORTS: Kien Huat Held 62.7% Equity Stake at June 11 EMPIRE RESORTS: Expects to Raise $11.4-Mil. From Rights Offering ENERGY SERVICES: Forbearance with United Bank Expires June 15 ENTERPRISE CHARTER: Fitch Cuts Rating on $7.3MM Rev. Bonds to 'BB' EPR PROPERTIES: Fitch Currently Rates $346.3MM Preferred Stock BB EQUIHOME MORTGAGE: Says Reed Smith Neglected Fraud Suit Coverage EXCEL MARITIME: Plan Voting Deadline on June 28 FEDERAL-MOGUL CORP: Icahn to Raise Funds to Keep Stake FEDERAL-MOGUL CORP: S&P Assigns 'B' Rating to $1.75BB Sr. Loan FIRST SECURITY: Board Elects Two Directors FLC HOLDING: Case Summary & 6 Unsecured Creditors FOOTHILL/EASTERN TRANSPORTATION: Fitch Rates 2013B Bonds at 'BB' FOUR SEASONS: Moody's Rates Proposed $850MM Senior Debts 'B1' FOUR SEASONS: S&P Assigns 'B+' CCR & Rates $850MM Facility 'BB-' FREDERICK'S OF HOLLYWOOD: Had $643,000 Net Loss in April 27 Qtr. FRENCH QUARTER: Case Summary & 10 Unsecured Creditors GANNETT CO: Moody's Outlook Turns Negative After Belo Acquisition GANNETT CO: S&P Revises Outlook to Positive & Affirms 'BB' CCR GELT PROPERTIES: June 26 Hearing on Adequacy of Plan Outline GROVES IN LINCOLN: Facility Sold to Benchmark Assisted Living HERON LAKE: Incurs $920,500 Net Loss in Jan. 31 Quarter HERINGER SALES: Case Summary & 3 Unsecured Creditors J.C. PENNEY: Incurs $348 Million Net Loss in May 4 Quarter LA JOLLA PHARMACEUTICALS: Stockholders Elect 2 Directors to Board LDK SOLAR: Incurs $156 Million Net Loss in First Quarter LIFEPOINT HOSPITALS: Fitch Affirms 'BB' Issuer Default Rating INSIGNIA VESSEL: Moody's Affirms 'B3' CFR, Positive Outlook MBIA INSURANCE: S&P Raises Rating on Revenue Bonds to 'B' MEDIA GENERAL: Inks Employment Pact with Four Executive Officers MF GLOBAL: Corzine Opposes JPMorgan Deal MH EQUITY: Indiana-Based P/E Fund Files Bankruptcy MILES ELECTRIC: Voluntary Chapter 11 Case Summary MMRGLOBAL INC: Has Agreement to Dismiss Patent Suit vs. WebMD MONARCH COMMUNITY: Offering Common Stock at $2 Apiece MORALES FAMILY: Case Summary & 2 Unsecured Creditors MS DEE INC: Case Summary & 20 Largest Unsecured Creditors MUNDY RANCH: Balks at Robert Mundy's Motion to Appoint Trustee NATURAL PORK: Amendment to Variant Capital Hiring Approved NEW ENERGY: Gets Fourth Interim Approval to Access Cash Collateral NEW ENERGY: Chrobot's Motion for Stay Relief Denied NEW ENERGY: Court Approves Report on Asset Sale NEW ENGLAND COMPOUNDING: Some Tort Suits Moved to Mass. Dist. Ct. NEWTON'S CLEANING: Voluntary Chapter 11 Case Summary NORTHCORE TECHNOLOGIES: Plans to Buy Bio-Diesel Assets From Cielo OCEAN SPRAY: Moody's Lowers Preferred Stock Rating to 'Ba3' OCEANIA CRUISES: S&P Assigns 'B' Rating to $375MM Facility ONCURE HOLDINGS: Files for Chapter 11 with $125-Mil. Deal Near ONCURE HOLDINGS: Case Summary & 30 Largest Unsecured Creditors OP-TECH ENVIRONMENTAL: Incurs $54,000 Net Loss in First Quarter ORAGENICS INC: Shareholders Elect Six Directors to Board OZ GAS: Plan Outline Hearing Continued Sine Die PACIFIC GOLD: CEO Held 53.9% Equity Stake at June 10 PACIFIC GOLD: Magna Group No Longer Holds Shares as of June 10 PATRIOT COAL: Denies Ending Talks; Union Threatens to Strike PLYMOUTH EDUCATIONAL: S&P Lowers Rating on $12.7MM Bonds to 'BB-' POLONES CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors POSEIDON CONCEPTS: Canadian Proceeding Recognized in U.S. Courts POSEIDON CONCEPTS: Gets OK to Incur C$6MM Postpetition Financing POSEIDON CONCEPTS: Monitor Has Okay to Sell Assets, Hire E&Y QUICKSILVER RESOURCES: Moody's Cuts CFR to Caa1; Outlook Negative PROGUARD ACQUISITION: Gets 3-Year Bid Award From Jackson Health RADIENT PHARMACEUTICALS: Has 5-Year License Pact with AMDL RESIDENTIAL CAPITAL: Urges 2nd Circuit to Block Feds' Suit RESIDENTIAL CAPITAL: Has OK to Repay $1.93 Billion Before Plan RESIDENTIAL CAPITAL: Appeals Court Reverses "Branham" Ruling RESIDENTIAL CAPITAL: MED&G Appeals Denial of Late Claim REVSTONE INDUSTRIES: US Trustee Says Co. Can't Keep Deal Secret REVSTONE INDUSTRIES: Shiloh Offers $54MM for Subsidiary ROCKWELL MEDICAL: Richmond Bros Owned 8% of Shares as of June 7 ROTECH HEALTHCARE: Sale As Creditors Vote On Chapter 11 Plan ROTHSTEIN ROSENFELDT: Assets Not Subject to Forfeiture ROTHSTEIN ROSENFELDT: Funds in Firm Acct Not Subject to Forfeiture SAN BERNARDINO, CA: Winston Disqualified From Representing NPFGC SAND TECHNOLOGY: Zalcberg Owned 10.2% Class A Shares at Jan. 1 SCHOOL SPECIALTY: Reorganization Plan Declared Effective SEQUENOM INC: Amends 2012 Annual Report to Re-File Exhibit SHAMROCK-HOSTMARK: July 10 Hearing on GECC Claim Valuation Bid SIMON WORLDWIDE: Names Anthony Espiritu Chief Financial Officer SOLYNDRA LLC: Trustee Says Lien Fight Should Stay In Delaware SPENDSMART PAYMENTS: Offers to Amend and Exercise Warrants SPRINT NEXTEL: Amends Merger Agreement with SoftBank SPRINT NEXTEL: New Softbank Offer Small Effect on Moody's Rating SPRINT NEXTEL: SoftBank Held 16.4% Series 1 Shares at June 10 STELLAR BIOTECHNOLOGIES: Presents at National Science Conference STEREOTAXIS INC: Shareholders Elect Two Class III Directors STOCKTON, CA: Bond Insurers Acted Like Freeloaders, Judge Says STOCKTON, CA: To Pay $5.1-Mil. to Settle Health Claims STORY BUILDING: Plan Confirmation Hearing Continued Until July 18 STRATUS MEDIA: Isaac Blech Held 67.1% Equity Stake at May 2 T3 MOTION: Issues 5.2 Million Common Shares T3 MOTION: Alpha Capital Held 8.4% Equity Stake at June 10 THELEN LLP: NYC Bar Assoc. Files Opinion on Unfinished Business UNI-PIXEL INC: FMR LLC No Longer a Shareholder as of June 7 UNI-PIXEL INC: Wellington Lowers Equity Stake to 3.8% as of May 31 UNIFIED 2020: June 26 Hearing to Approve Ungerman Hiring UNITED AIRLINES: Can't Dodge DHL's Pricing Claims, 2nd Circ. Hears UNITEK GLOBAL: Names Andrew Herning as Chief Financial Officer UNS ENERGY: Moody's Lifts Senior Secured Debt Rating From 'Ba1' VALENCE TECHNOLOGY: Wants to Extend KMPG, Roth Capital Employment VELTI PLC: Incurs $157-Mil. Net Loss in First Quarter VPR OPERATING: Committee Taps Brown McCarroll as Counsel VPR OPERATING: Patton Boggs Approved as Bankruptcy Counsel VPR OPERATING: U.S. Trustee Balks at Loan, Cash Collateral Access VPR OPERATING: Wants to Hire Global Hunter as Financial Advisor W.R. GRACE: FCR Seeks to Retain Phillips Goldman as Counsel WIRECO WORLDGROUP: S&P Lowers CCR to 'B'; Outlook Stable XVITA LLC: Utah Court Confirms Liquidation Plan * Moody's Sees Steady Growth for Oil and Gas Exploration Sector * Ch. 11 Fee Rules Still Vex Bankruptcy Attorneys * U.S., Canada Reach Agreement on Winding Down Big Banks * White & Case Releases New Report on Marine Industry * BOND PRICING -- For Week From June 10 to 14, 2013 ********* 22ND CENTURY: Converts Preferreds to Common Shares -------------------------------------------------- 22nd Century Group, Inc., said that on June 7th the Company's Series A-1 Preferred Stock was converted to common stock. Sabby Healthcare Volatility Master Fund, Ltd., and Sabby Volatility Warrant Master Fund Ltd. converted an aggregate of 1,940.92 shares of Series A-1 Preferred Stock into an aggregate of 3,234,866 shares of 22nd Century Group, Inc.'s common stock at a conversion price of $0.60 per share. No shares of the Series A-1 Preferred Stock remain outstanding. License to Manufacture Tobacco Products 22nd Century and a U.S. tobacco product manufacturer recently entered into a non-binding letter of intent for potential collaborative business ventures. This manufacturer is a participating member of the Tobacco Master Settlement Agreement, commonly referred to as the "MSA," an agreement among 46 states and the tobacco industry administered by the National Association of Attorneys General (NAAG). In January, Goodrich Tobacco Company, a 22nd Century subsidiary, applied to the U.S. Alcohol and Tobacco Tax Trade Bureau (TTB) for a federal permit to manufacture tobacco products. Goodrich Tobacco has recently learned from the TTB that the Company's application is complete and in the final stages of approval. Until now, Goodrich Tobacco has contracted with independent licensed tobacco manufacturers to produce its proprietary commercial products. On Feb. 26, 2013, Goodrich Tobacco applied to NAAG to become a participating manufacturer to the MSA. One requirement of becoming a participating member of the MSA is that the applicant must be a federally licensed tobacco product manufacturer. Out-Licensing the Company's Technology 22nd Century has been in negotiations with multiple companies in the tobacco and pharmaceutical industries for licensing its technology and products. The Company expects to finalize one or more major licensing agreements in the third quarter of 2013. Mr. Pandolfino, 22nd Century's CEO explained, "In addition to a virtually worldwide agreement that we are in the process of concluding with one company, we are also evaluating licensing our technology to an unrelated company for rights in the U.S." FDA Meeting The Center for Tobacco Products of the U.S. Food and Drug Administration (FDA) requested to have a meeting with 22nd Century to discuss the Company's proprietary products. 22nd Century agreed to meet with the FDA on June 17, 2013. Modified Risk Cigarettes Goodrich Tobacco has developed two proprietary modified risk cigarettes, referred to as BRAND A and BRAND B, which the company believes are less harmful than conventional cigarettes. The Company is in the process of preparing two modified risk applications to be filed with the FDA in accordance with FDA guidelines to seek FDA authorization to market BRAND A and BRAND B as modified risk cigarettes. BRAND A is a very low nicotine (VLN) cigarette containing approximately 95 percent less nicotine than leading brands. BRAND B is a low-tar cigarette with a relatively high nicotine content. The company expects to file one application by the end of 2013 and another in 2014. SPECTRUM Research Cigarettes 22nd Century expects to ship an additional 5,500,000 SPECTRUM(R) cigarettes (275,000 packs) in the third quarter of 2013. The SPECTRUM product line consists of a series of cigarette styles that have similar "tar" yield but varying nicotine yields over a 50-fold range - from very low to high - due to different levels of nicotine in the tobacco. Mr. Pandolfino explained, "No other tobacco company anywhere in the world is capable of producing cigarettes with such a wide range of nicotine content." To date, 22nd Century has delivered approximately 12 million SPECTRUM cigarettes which are used solely for research purposes and distributed under the direction of the U.S. National Institutes of Health. Global Distribution of Brands The Company will greatly expand the distribution of its highly differentiated, super-premium cigarettes, RED SUN(R) and MAGIC(R) brands in the second half of 2013. As reported on April 16, 2013, Goodrich Tobacco granted a Dutch company exclusive distribution rights to its DUTCH MAGICTM brand in The Netherlands, Belgium and Luxemburg, known as Benelux. Henry Sicignano III, president of Goodrich Tobacco, stated, "Our goal is to have similar distribution agreements for our brands in at least 10 of the top 20 international tobacco markets by year end 2015." Partial Results of Two Independent Smoking Cessation Clinical Trials Presented at the 2013 Annual Meeting of the Society for Research on Nicotine and Tobacco (SRNT) The first study was conducted by Queen Mary University of London, in collaboration with Pfizer Inc. (Clinical Trial Identifier NCT01250301), and evaluated whether the use of 22nd Century's VLN cigarette in combination with Chantix(R) (trademarked Champix(R) outside the U.S.) or in combination with nicotine replacement therapy (NRT) increases quitting rates over the use of Chantix or the use of NRT. The study included one hundred smokers who were prescribed Chantix and one hundred smokers who were prescribed NRT. Half the smokers of each of these groups were randomly selected to also use our VLN cigarettes for the first 2 weeks of treatment. The group that used 22nd Century's VLN cigarettes had a 70 percent quit rate one week after stopping VLN cigarette use compared to a 53 percent quit rate of the group not using VLN cigarettes after week 1 (p=0.02). The group that used 22nd Century's VLN cigarettes had a 64 percent four-week continuous abstinence rate during weeks 3 to 6 compared to a 50 percent four-week continuous abstinence rate during weeks 1 to 4 (p=0.06). Quit rates at 12 weeks, post treatment, were not reported in the presentation. The second study was a Phase II trial conducted by the University of Minnesota Masonic Cancer Center. This study had a six-week treatment period and evaluated quitting among three groups: (i) exclusive use of 22nd Century's VLN cigarette; (ii) exclusive use of a 21-mg nicotine patch; and (iii) concurrent use of VLN cigarette and nicotine patch (Clinical Trial Identifier NCT01050569). Within the female population at the end of treatment (week 12), the group assigned our VLN cigarette had the highest continuous abstinence rate; the group assigned concurrent use of our VLN cigarette with a 21mg nicotine patch had the next highest continuous abstinence rate, followed by the group assigned a 21mg nicotine patch. Within the male population, quitting rates were highest with the exclusive use of the nicotine patch. Dr. Michael Moynihan, 22nd Century's Vice President of Research and Development explained, "There is now data from independent third-party clinical trials demonstrating that 22nd Century's VLN cigarettes (i) assist in quitting smoking when used by themselves; (ii) increase quitting when used in conjunction with NRT (compared to the exclusive use of NRT); and (iii) increase quitting when used in conjunction with Chantix (compared to the exclusive use of Chantix)." The Company's subsidiary, Hercules Pharmaceuticals, is evaluating joint venture partners to bring X-22, the company's prescription smoking cessation aid in development, to market. About 22nd Century Clarence, New York-based 22nd Century Group, Inc., through its wholly-owned subsidiary, 22nd Century Ltd, is a plant biotechnology company using technology that allows for the level of nicotine and other nicotinic alkaloids (e.g., nornicotine, anatabine and anabasine) in tobacco plants to be decreased or increased through genetic engineering and plant breeding. 22nd Century incurred a net loss of $6.73 million in 2012, as compared with a net loss of $1.34 million in 2011. Freed Maxick CPAs, P.C., in Buffalo, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that 22nd Century has suffered recurring losses from operations and as of Dec. 31, 2012, has negative working capital of $3.3 million and a shareholders' deficit of $6.1 million. Additional capital will be required during 2013 in order to satisfy existing current obligations and finance working capital needs as well as additional losses from operations that are expected in 2013. The Company's balance sheet at March 31, 2013, showed $2.97 million in total assets, $10.70 million in total liabilities, and a $7.73 million total shareholders' deficit. 250 AZ: Has Access to Cash to Pay Porter Wright and Assume Lease ---------------------------------------------------------------- 250 AZ LLC sought and obtained permission from the U.S. Bankruptcy Court for the District of Arizona to: -- use of cash collateral to pay tenant improvement reimbursement to tenant Porter, Wright, Morris & Arthur, LLP, and -- assume the lease with Porter Wright as lessee. The Porter Wright lease is a long term lease to occupy and rent one full floor (19,000 sq. ft) of the commercial office property located at 250 East Fifth Street, Suite 2200, Cincinnati, Ohio, until Aug. 31, 2018, with an option to renew and extend the lease through Aug. 31, 2023. The Debtor is in default under the lease terms in that the Debtor owes Porter Wright $379,700 that was due Jan. 11, 2013. Hearing on a motion by the Debtor for valuation of real property located at 250 East Fifth Street, Cincinnati, Ohio, and for further access to cash collateral has been continued to June 19. About 250 AZ, LLC 250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-00851) in Tucson, Arizona, on Jan. 22, 2013. In its schedules, the Debtor disclosed $25 million in assets and $70.8 million in liabilities. 250 AZ owns an 84.70818% tenant in common interest in a 29-story office building located at 250 East Fifth Street, in Cincinnati, Ohio. The Debtor is represented by: Dennis M. Breen, III, Esq. John E. Olson, Esq. BREEN OLSON & TRENTON, LLP, 4720 N. Oracle Road, Suite 100 Tucson, AZ 85705 Tel: (520) 742-0808 E-mail: Dennis@botlawfirm.com John@botlawfirm.com The U.S. Trustee advised the Court that an official committee of unsecured creditors has not been appointed because an insufficient number of persons holding unsecured claims against the company have expressed interest in serving on a committee. 30DC INC: Woos Self Publishers to Apple Newsstand ------------------------------------------------- 30DC, Inc. management believes recently published data on market growth and dynamics indicate a highly-favorable environment for 30DC's MagCast Publishing Platform and reflect the vast opportunity for the Company's customers to grow their individual digital media businesses. Apple recently announced it just surpassed its 50 billionth App download since the App Store opened in July of 2008, and that Apple had paid out over nine billion dollars to iOS developers. The App Store now has 850,000 apps, and there are 800 apps downloaded per second. In the fall of 2011, Apple decided to expand upon the iTunes/App Store's firmly established "ecosystem" by launching Newsstand, Apple's marketplace for digital media subscriptions. 30DC management believes that Newsstand has the potential to do for digital media what iTunes did for music. 30DC CEO Ed Dale commented, "MagCast enables Internet publishers of user-generated content the opportunity to set up businesses on Newsstand - equivalent to how Blogging took off in the late 1990s after web publishing tools were first made widely available. Since MagCast's launch in June 2012, almost 400 revenue-generating publications have successfully entered into the Apple Newsstand ecosystem. More important, these publications are not digital replicas of print editions, with almost all them being created from scratch." A full-text copy of the press release is available for free at: http://is.gd/AqxUOc About 30DC Inc. New York-based 30DC, Inc., provides Internet marketing services and related training to help Internet companies in operating their businesses. It operates in two divisions, 30 Day Challenge and Immediate Edge. 30DC, Inc., filed with the U.S. Securities and Exchange Commission on June 3 its annual report for the fiscal year ended June 30, 2012. The document shows net income of $32,207 on $2.91 million of total revenue for fiscal 2012 as compared with a net loss of $1.44 million on $1.89 million of total revenue the year before. As of June 30, 2012, the Company had $2.83 million in total assets, $3 million in total liabilities and a $165,270 total stockholders' deficiency. Marcum LLP, in New York, 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 a working capital deficit and stockholders' deficiency as of June 30, 2012. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ACCESS PHARMACEUTICALS: Inks US License Pact for MuGard ------------------------------------------------------- Access Pharmaceuticals, Inc., had entered into an exclusive license agreement with AMAG Pharmaceuticals, Inc., related to the commercialization of MuGardTM in the US and its territories. Under the terms of the license agreement, Access will receive an upfront licensing fee of $3.3 million and a tiered, double digit royalty on net sales of MuGard in the licensed territories. AMAG will also purchase existing MuGard inventory from Access. MuGard is an oral mucoadhesive that is designed to manage oral mucositis by forming a protective hydrogel coating over the oral mucosa to shield the membranes of the mouth and tongue. Oral mucositis is a common side effect of cancer treatments, with approximately 400,000 patients developing the condition each year. "I am pleased to announce this license agreement with AMAG Pharmaceuticals, as we believe that expansion of reach is critical to the commercial success of MuGard," said Jeffrey B. Davis, President and CEO of Access Pharmaceuticals, Inc. "AMAG's domestic presence, resources, and strategic emphasis on expansion of product offerings in complementary therapeutic areas, makes them ideally suited to enhance MuGard commercialization MuGard here in the US." "Oral mucositis can be a frequent and problematic side effect of both chemotherapy and radiation therapy for cancer patients," said Greg Madison, chief commercial officer of AMAG. "We believe that MuGard could become a category leader in the hands of our skilled sales force and that our experienced commercial team, our relationships with hematology/oncology practices and our partnerships with key group purchasing organizations can help drive significant growth of this brand." About Access Pharmaceuticals Access Pharmaceuticals, Inc., develops pharmaceutical products primarily based upon its nano-polymer chemistry technologies and other drug delivery technologies. The Company currently has one approved product, one product candidate at Phase 3 of clinical development, three product candidates in Phase 2 of clinical development and other product candidates in pre-clinical development. Access Pharmaceuticals disclosed a net loss allocable to common stockholders of $12.53 million on $4.40 million of total revenues for the year ended Dec. 31, 2012, as compared with a net loss allocable to common stockholders of $4.30 million on $1.84 million of total revenues during the prior year. Whitley Penn LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has had recurring losses from operations, negative cash flows from operating activities and has an accumulated deficit, which conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at March 31, 2013, showed $1.72 million in total assets, $15.32 million in total liabilities and a $13.60 million total stockholders' deficit. AFFYMAX INC: FMR Shares Down to 0.18% as of June 7 -------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission on June 7, 2013, FMR LLC and Edward C. Johnson 3d disclosed that they beneficially owned 66,543 shares of common stock of Affymax Inc. representing 0.177 percent of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/Y4E2xJ About Affymax Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based in Palo Alto, California. In March 2012, the U.S. Food and Drug Administration approved the Company's first and only product, OMONTYS(R) (peginesatide) Injection for the treatment of anemia due to chronic kidney disease in adult patients on dialysis. OMONTYS is a synthetic, peptide-based erythropoiesis stimulating agent, or ESA, designed to stimulate production of red blood cells and has been the only once-monthly ESA available to the adult dialysis patient population in the U.S. The Company co- commercialized OMONTYS with its collaboration partner, Takeda Pharmaceutical Company Limited, or Takeda during 2012 until February 2013, when the Company and Takeda announced a nationwide voluntary recall of OMONTYS as a result of safety concerns. The Company's balance sheet at March 31, 2013, showed $66.7 million in total assets, $81.5 million in total liabilities, and a stockholders' deficit of $14.8 million. AGRIPARTNERS: July 17 Hearing to Confirm Reorganization Plan ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida rescheduled to July 17, 2013, at 10 a.m., the hearing to consider confirmation of Agripartners Limited Partnership's Plan of Reorganization. As reported by the Troubled Company Reporter on April 18, 2013, Judge Caryl E. Delano conditionally approved the disclosure statement. The Plan provides for the following treatment of claims against the Debtor: * Class 1 -- Allowed Secured Real Property Tax Claims totaling $12,679, will be paid 100% of the Allowed Amount in equal monthly payments, with interest at the statutory rate, over a period not to exceed five years from the Petition Date. * Class 2 -- Allowed Secured Claim of Investors Warranty of America, Inc., as the holder and owner of a promissory note and first position mortgage on the Debtor's real property, with the claim totaling $79,530,168, will be paid through the following: (i) Edison Farms will convey the real property it owns that is adjacent to the Debtor's real property in Lee County, Florida, to IWA. The value of the adjacent parcel with an 11% discounted rate is $38,121,356. (ii) The Debtor will seek Court approval to obtain DIP Financing up to $1.1 million from Sherwin Real Estate, an unrelated entity to the Debtor owned by Lawrence Starkman, to make 12 payments to IWA in the amount of $20,000, and to fund the costs associated in obtaining the required permit to establish the initial phase of the mitigation bank credits and sales of TBR credits on the Debtor's real property. (iii) Commencing after the completion of the Permitting Period, the Debtor's net cash flow will first be used to fund monthly principal and interest payments to IWA up to the amount of $15 million at a fixed rate of interest at 2 points above the prime rate as published in the Wall Street Journal. After the sum of $15 million has been paid to IWA through the Plan, the Debtor's net cash flow will first be used to fund the payments to Sherwin Real Estate and then to IWA. * Class 3 - Allowed Secured Claim of Edison Partners, LLC, will be subordinated to all Allowed Claims as set forth in Classes 1, 2, 4, and 5. * Class 4 - Allowed Secured Claim of Ally Auto Finance will be paid the full amount of its Allowed Claim over a period of 12 months with interest at a rate of 5.25% in full satisfaction, settlement and release of all Class 4 Claims. * Class 5 - Allowed General Unsecured Claims, totaling $1,273,796 as of the Petition Date, will be paid the full amount of their Allowed Claim in 36 equal monthly payments with an interest rate of 5.25% per annum. * Class 6 - Allowed Equity Securities will not be entitled to receive any distribution under the Plan. A full-text copy of the Disclosure Statement dated March 15, 2013, is available for free at: http://bankrupt.com/misc/AGRIPARTNERSds0315.pdf About Agripartners Limited Partnership Agripartners Limited Partnership filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 12-19214) in Ft. Myers, Florida on Dec. 24, 2012. Philip J. Landau, Esq., at Shraiberg, Ferrara & Landau, P.A., serves as general bankruptcy counsel; Richard Hollander, Esq., at Miller & Hollander serves as local counsel. The Debtor estimated assets of at least $100 million and liabilities of at least $50 million. ALFA PROPERTIES: Case Summary & 2 Unsecured Creditors ----------------------------------------------------- Debtor: Alfa Properties, Inc. 3500 N.W. 59 Street Miami, FL 33142 Bankruptcy Case No.: 13-23823 Chapter 11 Petition Date: June 11, 2013 Court: U.S. Bankruptcy Court Southern District of Florida Debtor's Counsel: Richard Siegmeister, Esq. RICHARD SIEGMEISTER, P.A. One Brickell Plaza, Suite 304 1800 S.W. 1 Avenue Miami, Florida 31299-1180 Tel: (305) 859-7376 Scheduled Assets: $1,362,850 Scheduled Liabilities: $1,582,389 A copy of the Company's list of its two unsecured creditors is available for free at http://bankrupt.com/misc/flsb13-23823.pdf The petition was signed by Allan F. Hippler, president. AMERICAN AIRLINES: Gets Green Light to Buy Back $1.2B Bonds ----------------------------------------------------------- Kathryn Brenzel of BankruptcyLaw360 reported that a New York bankruptcy judge ruled that AMR Corp. can buy back more than $1.2 billion in debt from its noteholders, welcome news for the airline company as it inches closer to its $11 billion merger with US Airways Group Inc. According to the report, U.S. District Judge Sean H. Lane gave the green light to the American Airlines' parent to repurchase the three secured notes, which are the subject of debate between AMR and the notes' trustee, U.S. Bank Trust NA, before the Second Circuit, officials said. 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. In April 2013, AMR filed a Chapter 11 plan of reorganization that will carry out the merger. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. The hearing before the Court to consider confirmation of the Plan is scheduled for Aug. 15, 2013. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Inks Second Amendment to Plan of Merger ---------------------------------------------------------- AMR Corporation, the parent of American Airlines, Inc., US Airways Group, Inc., and AMR Merger Sub, Inc., a wholly owned subsidiary of AMR, entered into a Second Amendment to Agreement and Plan of Merger, which amended that certain Agreement and Plan of Merger, dated as of Feb. 13, 2013, by and among AMR, US Airways and Merger Sub. The sole purpose of the Second Amendment is to make certain technical modifications to Sections 1.6(a) and 1.7(a) of the Merger Agreement and the related forms of Certificate of Incorporation and Bylaws to be applicable at the effective time of the merger. A copy of the Second Amendment is available at: http://is.gd/HyxPJi 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. In April 2013, AMR filed a Chapter 11 plan of reorganization that will carry out the merger. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. The hearing before the Court to consider confirmation of the Plan is scheduled for Aug. 15, 2013. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Proposes Nashville Airport Settlement -------------------------------------------------------- AMR Corp. and its debtor affiliates asked the U.S. Bankruptcy Court in Manhattan to approve a settlement between its regional carriers and the Metropolitan Nashville Airport Authority. MNAA, owner and operator of the Nashville International Airport, is a party to two separate terminal leases with American Airlines Inc. and American Eagle Airlines Inc. Under the deal, the carriers will assume their respective contracts, as revised, and pay the cure amount owed under the original contracts. American Airlines and Eagle owes the airport authority $83,706 and $52,824, respectively. In return, MNAA agreed to withdraw its unsecured claims against the carriers, including an $18.72 million claim against American Airlines. As part of the settlement, American Airlines agreed to assume another lease contract with the airport authority, and assign it to BNA Fuel Company LLC. The contract dated October 1, 1985 allowed the carrier to lease an area of the Nashville airport where a fuel storage and distribution facility is located. The proposed settlement is formalized in a nine-page agreement, which can be accessed for free at http://is.gd/45apGT A court hearing to consider approval of the proposed settlement is set for June 27. Objections are due by June 20. 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. In April 2013, AMR filed a Chapter 11 plan of reorganization that will carry out the merger. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. The hearing before the Court to consider confirmation of the Plan is scheduled for Aug. 15, 2013. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Resolves Issues With City of San Francisco ------------------------------------------------------------- AMR Corp. is seeking court approval of a settlement agreement, which it says, would resolve issues related to American Airlines Inc.'s contracts with the City and County of San Francisco. AMR's regional carrier entered into various contracts with the city in connection with its use of the San Francisco International Airport. Under the proposed settlement, American Airlines will assume its contracts with the city, and pay more than $1.03 million to cure its default under the contracts. The contracts are listed at http://is.gd/cNZmsA The deal requires American Airlines to replace its current surety bond with the city with a surety bond in the amount of $3,861,387 as security deposit under the assumed contracts. Meanwhile, the city agreed to withdraw its claims, assigned as Claim Nos. 7939 and 13047, against the carrier. The proposed settlement is formalized in a seven-page agreement, which is available for free at http://is.gd/gJCNHo The settlement needs approval by the city's board of supervisors and its mayor. The city, through its Airport Commission, says it expects to get the necessary approval by Jan. 1, 2014. Judge Sean Lane will hold a hearing on June 27 to consider approval of the proposed settlement. Objections are due by June 20. 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. In April 2013, AMR filed a Chapter 11 plan of reorganization that will carry out the merger. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. The hearing before the Court to consider confirmation of the Plan is scheduled for Aug. 15, 2013. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Has Sale-Leaseback Deal for 8 B737 Planes ------------------------------------------------------------ AMR Corp. filed a motion seeking court approval to implement a sale and simultaneous leaseback of eight Boeing 737-823 planes with SMBC Aviation Capital Ltd. The Boeing planes are scheduled to be delivered to American Airlines Inc. between July 2013 and December 2014. AMR did not disclose the purchase price for the aircraft in the motion, which it filed under seal to protect confidential information. A court hearing is scheduled for June 27. Objections are due by June 20. 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. In April 2013, AMR filed a Chapter 11 plan of reorganization that will carry out the merger. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. The hearing before the Court to consider confirmation of the Plan is scheduled for Aug. 15, 2013. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: CEO Horton Expects Profitable Second Quarter --------------------------------------------------------------- Tom Horton, chairman and chief executive officer of AMR Corporation, sent the following message to all American Airlines employees: Dear American Team: We are now in the home stretch of our restructuring, and thanks to the hard work of our entire team, these results are remarkable. We filed our Monthly Operating Report for April which highlights our financial progress. I'm pleased to report that, excluding reorganization and special items, we posted a very strong improvement to our bottom line. And if current trends continue, we are well on our way to a strongly profitable second quarter. In addition to improving our financial performance, we are picking up the pace on the renewal of almost every facet of our company. This means investing in a new and modern fleet. In addition to the steady stream of new 777-300s, we'll soon introduce the first Airbus A319s and A321s into our fleet. In total we'll add 59 new aircraft this year. It also means new service to new markets across the globe like Seoul and Dusseldorf. And of course, it means refreshing the customer experience with enhancements like the new Flagship check-in at JFK, and new technology to help you serve our customers. And at the start of another busy summer travel season, our operation is running well. From January through April, you have achieved an on-time arrival rate of over 78 percent. And our completion factor for the same period was 98.3 percent, which is the best performance in seven years. All of this is building great momentum heading into our merger with US Airways to create the world's leading airline. The transformation of American is a direct result of your hard work and unwavering focus on our customers every day. You are putting American back on top. Thanks for all you do. Tom 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. In April 2013, AMR filed a Chapter 11 plan of reorganization that will carry out the merger. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. The hearing before the Court to consider confirmation of the Plan is scheduled for Aug. 15, 2013. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN COMMERCE: Had $5,800 Net Loss in Fiscal 2013 ----------------------------------------------------- American Commerce Solutions, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss available to common stockholders of $5,791 on $2.35 million of net sales for the year ended Feb. 28, 2013, as compared with net income available to common stockholders of $25,962 on $2.44 million of net sales for the year ended Feb. 29, 2012. As of Feb. 28, 2013, the Company had $4.99 million in total assets, $4.09 million in total liabilities and $904,136 in total stockholders' equity. Messineo & Co., CPAs LLC, in Clearwater, Florida, issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended Feb. 28, 2013. The independent auditors noted that the Company has recurring losses and negative cash flows from operating activities, a working capital deficit, and a stockholders' deficit. These conditions raise substantial doubt about its ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/eoqQkr About American Commerce American Commerce Solutions, Inc., headquartered in Bartow, Florida, is primarily a holding company with one wholly owned subsidiary; International Machine and Welding, Inc., is engaged in the machining and fabrication of parts used in heavy industry, and parts sales and service for heavy construction equipment. AMERICAN REALTY: July 10 Hearing on Bank's Bid to Convert Case -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, in an amended notice of hearing, will convene a hearing on July 10, 2013, at 9 a.m., to consider creditor Bank of New York Mellon's motion to convert the Chapter 11 case of American Realty Trust, Inc., to one under Chapter 7 of the Bankruptcy Code, or in the alternative, appoint a Chapter 11 trustee or an examiner. As reported by the Troubled Company Reporter on May 30, 2013, Bank of New York Mellon is successor to Bank of New York - Global Corporate Trust, as trustee for the Registered Certificate Holders of Commercial Capital Access One, Inc., Commercial Mortgage Bonds, Series 3 acting through Berkadia Commercial Mortgage, LLC, its special servicer a creditor. BoNY Mellon notes that so-called Atlantic Parties, creditors of the Debtor, had filed a motion to dismiss case as a bad faith filing based on the Debtor's inability to reorganize, fraud, incompetence, dishonesty, and gross mismanagement. According to the Bank, while the Trust agrees that the Atlantic Parties' motion to dismiss establishes "cause" for relief, the Trust does not believe that it is in the best interest of the estate or the Debtor's other creditors to dismiss the case. Rather, the Trust requests that the Court order the appointment of a chapter 11 trustee, and the appointment of an examiner. Keith M. Aurzada, Esq., and John C. Leininger, Esq. -- keith.aurzada@bryancave.com and john.leininger@bryancave.com -- at Bryan Cave LLP, represent the Bank. About American Realty Trust Dallas, Texas-based American Realty Trust, Inc., is a subsidiary of the real estate giant American Realty Investors Inc. Coping with a $73 million legal judgment from an apartment purchase that collapsed more than a decade ago, American Realty Trust, Inc., filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-10883) in Las Vegas on Jan. 26, 2012. The case was later dismissed on Aug. 1, 2012, by Judge Mike K. Nakagawa. Creditors David M. Clapper, Atlantic XIII, LLC, and Atlantic Midwest, LLC -- Clapper Parties -- sought the dismissal, citing, among other things, the Debtor has been stripped off of its assets prepetition and its ownership structure changed 10 days before the bankruptcy filing in an admitted effort to avoid disclosures to the Securities and Exchange Commission. American Realty Trust then filed for Chapter 11 protection (Bankr. N.D. Ga. Case No. 12-71453) on Aug. 29, 2012, with Bankruptcy Judge Barbara Ellis-Monro presiding over the case. The case was later transferred from Atlanta to Dallas (Bankr. N.D. Tex. Case No. 13-30891) effective Feb. 22, 2013, at the behest of the Clapper Parties. The Clapper Parties, who won a $72 million judgment against the Debtor, again has sought to move the case to Forth Worth and reassign the case to Judge Russell Nelms on grounds that Judge Nelms has experience with the parties and the issues raised in the dismissal motion filed by the Atlantic Parties. The Debtor has scheduled assets totaling $79,954,551, comprised of (i) real property valued at $87,884; (ii) equity interests in affiliated entities of an unknown value; and (iii) litigation claims valued at $79,866,667. The Debtor has scheduled liabilities totaling $85,347,587.95, comprised of: (i) $10,437.73 in unsecured priority tax claims; and (ii) unsecured non-priority claims of $85,336,886.61 (of which at least $77,164,701.14 are contested litigation claims against the Debtor). AMERIGO ENERGY: Retains Monarch as Investor Relations Firm ---------------------------------------------------------- Amerigo Energy, Inc., has retained Monarch Media as its full service investor relations firm, to provide strategic counsel, direct the Company's outreach and investor awareness. The Company also announced the launch of its new Web site http://www.AmerigoHoldings.com "Monarch Media brings a significant level of experience from years of working with a variety of companies in the public marketplace. Their ability to generate increased exposure for Amerigo within the investment community will be an asset as we continue to grow and expand our business," stated Jason Griffith, chief executive officer, Amerigo Energy. "We are very excited to be working with the Amerigo team and have tremendous confidence in their vision and growth strategy. We look forward to communicating their growth and development initiatives to the investment community. We are also excited to assist the company in servicing their current shareholders and helping them continue to build their shareholder base," stated Vincent Zaldivar, Managing Member, Monarch Media. Upon execution of the Agreement, the Company agreed to pay Monarch 500,000 shares of common stock of the Company. No cash consideration will be due until Dec. 1, 2013. Then, $10,000 per month will be due to Monarch for the balance of the agreement, which is a 24-month contract. About Amerigo Henderson, Nevada-based Amerigo Energy, Inc., is aggressively looking for potential oil leases to acquire as well as businesses which will fit with the Company's strategy. Its wholly-owned subsidiary, Amerigo, Inc., incorporated in Nevada on Jan. 11, 2008, holds minimal assets, including oil lease interests. The Company's balance sheet at March 31, 2013, showed $2.3 million in total assets, $2.5 million in total liabilities, and a stockholders' deficit of $244,148. "As a result of Amerigo Energy's deficiency in working capital at Dec. 31, 2012, and other factors, Amerigo Energy's auditors have stated in their report that there is substantial doubt about Amerigo Energy's ability to continue as a going concern. In addition, Amerigo Energy's cash position is inadequate to pay the costs associated with its operations. No assurance can be given that any debt or equity financing, if and when required, will be available." AMES DEPARTMENT: HoldCo Files 3rd Amended Plan After Mediation -------------------------------------------------------------- BankruptcyData reported that HoldCo Advisors filed with the U.S. Bankruptcy Court a Third Amended Plan of Reorganization and related Disclosure Statement for Ames Department Stores. According to the Disclosure Statement, "As a result of the competing plans and disclosure statements filed by the Debtor and Holdco, the Debtor and Holdco were poised to simultaneously seek approval of competing disclosure statements and confirmation of competing plans. This process would have involved substantial litigation regarding plan confirmation. Holdco and the Debtor, with the support of the Committee, agreed to enter into mediation to resolve the issues raised by the competing plans, and to avoid the substantial cost to the Debtor's estate that litigating competing plans would entail. To that end, Holdco and the Debtor entered into a joint motion to direct mediation." Ames Department Stores and Holdco agreed to mediate the following issues: (1) Determine if there are any meritorious litigation claims that he/she recommends be pursued in connection with the Court- approved 363 sale of the bank which was completed in December 2011. (2) Determine whether the Debtor's estate has any claims in connection with downstreams or payments of money from the Debtor to its subsidiary bank on account of tax refunds received by the Debtor. (3) Determine whether the Debtor has any avoidance claims against its current or former directors and officers on account of payments made to such current or former directors or officers prior to the commencement of the Chapter 11 case. (4) Evaluate whether the Debtor's proposed settlement of claims asserted by Sandler on its indemnification claim related to the 363 sale of the bank is in the best interests of the Debtor's estate and its creditors. HoldCo Advisors explains that this mediation concluded on April 10, 2013, "As a result of the mediation, the releases of Sandler, SKBHC, the Debtor's professionals, and the Debtor's directors and officers will be included in the Plan, and the Debtor has withdrawn its competing plan. As such, only one plan will be presented to creditors for a vote. For the avoidance of doubt, however, Holdco did not support the Sandler settlement and did not agree that it is in the best interests of the Debtor and its estate. Pursuant to the mediation agreement, however, Holdco cannot object to the Sandler settlement to the extent such settlement is consistent with the description of the settlement provided to Holdco and the mediator." About Ames Department Stores Rocky Hill, Connecticut-based Ames Department Stores was founded in 1958. At its peak, Ames operated 700 stores in 20 states, including the Northeast, Upper South, Midwest and the District of Columbia. In April 1990, Ames filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. In Ames I, the retailer closed 370 stores and emerged from chapter 11 on Dec. 30, 1992. Ames filed a second bankruptcy petition under Chapter 11 (Bankr. S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001. Togut, Segal & Segal LLP; Weil, Gotshal & Manges; and Storch Amini Munves PC; Cadwalader, Wickersham & Taft LLP. When the Company filed for protection from their creditors, they reported $1,901,573,000 in assets and $1,558,410,000 in liabilities. The Company closed all of its 327 department stores in 2002. AMINCOR INC: Grants Common Stock Options to Executive Officers -------------------------------------------------------------- Pursuant to a unanimous written consent, dated as of April 18, 2013, the Board of Directors of Amincor, Inc., approved the grant of options to purchase common stock to John R. Rice, III, president, Joseph F. Ingrassia, vice-president and Robert L. Olson, director and certain management and employees of the Company and certain officers and employees of its subsidiary companies. Messrs. Rice, Ingrassia and Olson were each granted 120,000 options. The options granted have an exercise price of $1.00, based on the estimated fair market value of the Company's share price on the date of the grant. Fifty percent of the options vest and are exercisable on the first anniversary of the grant date and 100 percent of the options vest and are exercisable on the second anniversary of the grant date, so long as the optionee is still employed by the Company or its subsidiaries. The options are valid for 5 years from the grant date and will expire thereafter. Each optionee will sign a Non-Qualified Stock Option Agreement with the Registrant which more fully details the terms and conditions of the grant. About Amincor Inc. New York, N.Y.-based Amincor, Inc., is a holding company operating through its operating subsidiaries Baker's Pride, Inc., Environmental Holdings Corp. and Tyree Holdings Corp., and Amincor Other Assets, Inc. BPI is a producer of bakery goods. Tyree performs maintenance, repair and construction services to customers with underground petroleum storage tanks and petroleum product dispensing equipment. Through its wholly owned subsidiaries, Environmental Quality Services, Inc., and Advanced Waste & Water Technology, Inc., EHC provides environmental and hazardous waste testing and water remediation services in the Northeastern United States. Other Assets, Inc., was incorporated to hold real estate, equipment and loan receivables. As of March 31, 2013, all of Other Assets' real estate and equipment are classified as held for sale. The Company's balance sheet at March 31, 2013, showed $34.9 million in total assets, $35.4 million in total liabilities, and a stockholders' deficit of $512,584. As reported in the TCR on April 24, 2013, Rosen Seymour Shapss Martin & Company, in New York, expressed substantial doubt about Amincor's ability to continue as a going concern, citing the Company's recurring net losses from operations and working capital deficit of $21.2 million as of Dec. 31, 2012. ANTIOCH COMPANY: Committee Taps Crowe Horwath as Financial Advisor ------------------------------------------------------------------ The Official Committee of Unsecured Creditors in the Chapter 11 cases of The Antioch Company, LLC, et al., asks the Bankruptcy Court for permission to retain Crowe Horwath LLP as its financial advisor. Crowe will, among other things: a. conduct business and financial review of the Debtors including, but not limited to: their financial condition, creditor analysis, and organizational structure; b. review the Debtors' cash forecast and historical financial and operational performance; c. develop and quantify alternative recovery strategies for unsecured creditors; d. issue written reports, as needed, on findings, options, and recommendations. The hourly rates of Crowe's personnel are: Michael Schwarzmann $395 Other Partners $400 - $625 Senior Manager $100 - $400 Manager $95 - $240 Senior Staff $90 - $260 Staff $85 - $170 Mr. Schwarzmann may be reached at: Michael D. Schwarzmann, Esq. CROWE HORWATH LLP 15233 Ventura Blvd Fl 9 Sherman Oaks, CA 91403-2250 USA Tel: (714) 623-1854 Fax: (818) 325-8561 E-mail: Michael.Schwarzmann@crowehorwath.com To the best of the Committee's knowledge, Crowe does not hold any interest adverse to the Committee, the Debtors, or their estates. About The Antioch Company St. Cloud, Minn.-based scrapbook company The Antioch Company and six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn. Case No. 13-41898) in Minneapolis on April 16, 2013. Antioch disclosed $10 million to $50 million in both assets and debts. The affiliates that separately filed for Chapter 11 are Antioch International-Canada LLC, Antioch International LLC, zeBlooms LLC, Antioch Framers Supply LLC, Antioch International-New Zealand LLC, and Creative Memories Puerto Rico, LLC. Founded in 1926, Antioch and its affiliates make up one of the world's preeminent suppliers of scrapbooks, related accessories, and photo solutions for memory preservation through the direct sales channel. The Debtors also go by business names Creative Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame of Mind and Webway. Antioch has 200 employees and has operations through the Debtor companies and foreign subsidiaries in the United States, Canada, Japan, Australia, and New Zealand. In 2012, the Company's net revenue was approximately $93.8 million and it had a net loss of $3.7 million. Antioch previously sought bankruptcy protection in 2008 (Bankr. S.D. Ohio Case No. 08-35741). Judge Dennis D. O'Brien oversees the 2013 case. Sean Malloy, Esq., Michael Kaczka, Esq., and Manju Gupta, Esq., at McDonald Hopkins LLC; and Clinton E. Cutler, Esq., and Douglas W. Kassebaum, Esq., at Fredrikson & Byron, P.A., serve as counsel to the Debtors. The U.S. Trustee appointed a seven-member creditors committee in the 2013 case. The Committee tapped Faegre Baker Daniels LLP as its counsel, Crowe Horwath LLP as its financial advisor, and Stoneleigh Group Holdings LLC's Kevin Willis as Chief Restructuring Officer. ANTIOCH COMPANY: Taps GA Keen to Sell Yellow Springs Property ------------------------------------------------------------- The Antioch Company, LLC, et al., filed papers asking the U.S. Bankruptcy Court for the District of Minnesota for permission to employ GA Keen Realty Advisors LLC as realtor. GA Keen will represent and assist the Debtors in marketing, locating a buyer for, and negotiating the sale of, real property located at 888 Dayton Street, Yellow Springs, Ohio. The property is owned by the Debtor, and was formerly operated as a manufacturing and distribution facility. Matthew Bordwin, co-president of GA Keen and managing director of Great American Group, LLC, its managing member, tells the Court that GA Keen Realty agree that upon completion of the sale of the property, GA Keen Realty will be paid 5.25% of the gross proceeds from the sale of the property. The Debtors will pay the actual expenses of marketing the property. In addition, GA Keen will be reimbursed for all reasonable out of pocket costs and expenses in connection with performing services. To the best of the Debtor's knowledge, GA Keen is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About The Antioch Company St. Cloud, Minn.-based scrapbook company The Antioch Company and six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn. Case No. 13-41898) in Minneapolis on April 16, 2013. Antioch disclosed $10 million to $50 million in both assets and debts. The affiliates that separate filed for Chapter 11 are Antioch International-Canada LLC, Antioch International LLC, zeBlooms LLC, Antioch Framers Supply LLC, Antioch International-New Zealand LLC, and Creative Memories Puerto Rico, LLC. Founded in 1926, Antioch and its affiliates make up one of the world's preeminent suppliers of scrapbooks, related accessories, and photo solutions for memory preservation through the direct sales channel. The Debtors also go by business names Creative Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame of Mind and Webway. Antioch has 200 employees and currently has operations through the Debtor companies and foreign subsidiaries in the United States, Canada, Japan, Australia, and New Zealand. In 2012, the Company's net revenue was approximately $93.8 million and it had a net loss of $3.7 million. Antioch previously sought bankruptcy protection in 2008 (Bankr. S.D. Ohio Case No. 08-35741). In the 2013 case, the U.S. Trustee appointed a seven-member creditors committee. ARCAPITA BANK: Files Executed DIP Agreement with Goldman Sachs -------------------------------------------------------------- In connection with the Arcapita Bank B.S.C.(c), et al.'s motion for the entry of a final order authorizing the Debtors to obtain replacement postpetition financing of up to $175 million from Goldman Sachs International to repay to repay existing postpetition financing, the Debtors filed with the U.S. Bankruptcy Court for the Southern District of New York on Friday the executed and signed DIP Agreement, and a redlined comparison of the new document versus the prior version. A copy of the new document is available at http://bankrupt.com/misc/arcapita.doc1259.pdf 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. On April 25, 2013, the Debtors filed their Second Amended Joint Plan of Reorganization. On April 26, 2013, the Court approved the related disclosure statement. A copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/arcapta.doc1038.pdf ARTS DES PROVINCES: Time Limits Easily Waived on Lift-Stay Motion ----------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that when a secured creditor files a motion to modify the automatic stay coupled with a request for payment of an administrative expense, bringing the two motions together amounts to an implied waiver of the time limits in Section 362(e) of the Bankruptcy Code requiring quick decision on lift stay motions. The Bloomberg News report discloses that U.S. District Judge Dennis M. Cavanaugh in Newark, New Jersey, found an implicit waiver on several grounds in his opinion on June 12. In addition to combining a lift-stay motion with a request for other relief, he ruled that participation in discovery is an implied waiver. The case might also be read to stand for the position that once a secured creditor consents to the first adjournment, it may be difficult if not impossible to demand adherence to the Section 362(e) time constraints thereafter. The case is First Data Services LLC v. Kartzman (In re Arts des Provinces de France Inc.), 12-06574, U.S. District Court, District of New Jersey (Newark). Arts des Provinces de France, Inc., the parent of high-end country French home furnishings retailer Pierre Deux, filed a Chapter 7 bankruptcy petition (Bankr. D.N.J. Case No. 11-29111) on June 23, 2011. The company disclosed assets of $12.1 million and debts of $53.9 million as of the bankruptcy filing. ATARI INC: Wins Approval to Dump Assets Piece by Piece ------------------------------------------------------ Juan Carlos Rodriguez of BankruptcyLaw360 reported that a New York bankruptcy judge approved Atari's plan to sell off its assets piece by piece by the end of July, a plan Atari says represents the best opportunity to maximize asset value for the benefit of all stakeholders. According to the Law360 report, in May, the U.S. branch of French holding firm Atari SA requested approval of its plan to sell off its assets piece by piece, after it failed to garner acceptable offers from potential stalking horse buyers to bid on the game maker's entire business. Rachel Feintzeig writing for Dow Jones' DBR Small Cap reports that Atari Inc. is dividing videogame assets into pools when it auctions them in July. About Atari Inc. Atari -- http://www.atari.com-- is a multi-platform, global interactive entertainment and licensing company. Atari owns and/or manages a portfolio of more than 200 games and franchises, including world renowned brands like Asteroids(R), Centipede(R), Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R), and Rollercoaster Tycoon(R). Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to break away from their unprofitable French parent company and secure independent capital. A day after its American unit filed for Chapter 11 bankruptcy protection, Paris-based Atari S.A. took a similar measure under Book 6 of that country's commercial code. Atari S.A. said it was filing for legal protection because its longtime backer BlueBay has sought to sell its 29% stake and demanded repayment by March 31 on a credit line of $28 million that it cut off in December. Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams LLP are proposed to serve as lead counsel for the U.S. companies in their Chapter 11 cases. BMC Group is the claims and notice agent. Protiviti Inc. is the financial advisor. The Official Committee of Unsecured Creditors is seeking Court permission to retain Duff & Phelps Securities LLC as its financial advisor. The Committee sought and obtained authority to retain Cooley LLP as its counsel. ATP OIL: Abandons Gomez Oil Drilling Field ------------------------------------------ Peg Brickley writing for Dow Jones' DBR Small Cap reports that ATP Oil & Gas Corp. is walking away from an oil-drilling platform in the Gulf of Mexico, leaving it unmanned and a threat to public safety at the start of hurricane season, attorneys told a bankruptcy judge Thursday. About ATP Oil & Gas Houston, Tex.-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York Mellon Trust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A 7-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. B & B HEATING: Case Summary & 6 Unsecured Creditors --------------------------------------------------- Debtor: B & B Heating Co., Inc. 1730 Francis Drive East Meadow, NY 11554-1520 Bankruptcy Case No.: 13-73127 Chapter 11 Petition Date: June 11, 2013 Court: U.S. Bankruptcy Court Eastern District of New York Debtor's Counsel: Robert J. Spence, Esq. SPENCE LAW OFFICE, P.C. 500 N. Broadway, Suite 200 Jericho, NY 11753 Tel: (516) 336-2060 Fax: (516) 605-2084 Scheduled Assets: $17,266 Scheduled Liabilities: $1,321,000 A copy of the Company's list of its six largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nyeb13-73127.pdf The petition was signed by William A. Guido, president. BELO CORPORATION: Fitch Puts 'BB' IDR on Rating Watch Positive -------------------------------------------------------------- Fitch Ratings has placed the 'BB' Issuer Default Rating (IDR) and all outstanding ratings for Belo Corporation on Rating Watch Positive, following the announcement of Gannett Co. Inc.'s (Gannett) planned acquisition of Belo. The ratings previously had a Positive Outlook. Gannett intends to acquire Belo at an enterprise value of $2.2 billion (a 9.4x two-year average EBITDA multiple; 5.4x with Gannett's $175 million guided synergies). Gannett intends to pay $1.5 billion in cash for Belo's equity and will assume Belo's $715 million in senior unsecured notes. The transaction is expected to close by the end of the year. Fitch believes that the consolidated credit profile would be stronger than Belo's current credit profile (already strong for its current ratings, which had a Positive Outlook). The transaction makes strategic and operational sense for both companies. The combined station group will provide the consolidated company with increased scale that will be a benefit during retransmission negotiations with multichannel video programming distributors (MVPDs). The acquisition would make the combined Gannett/Belo the second largest independent TV station operator of ABC, CBS, Fox and NBC network affiliated stations. This is expected to support continued growth in high-margin retransmission revenues for the consolidated company. Fitch recognizes the leverage that broadcast networks retain over the local affiliates, and expects increases in retransmission revenues will be partially offset by increases in reverse compensation fees to the networks. Gannett expects to realize $175 million in synergies over the next three years, with the synergies coming from higher retransmission revenues and typical cost benefits associated with a corporate merger. The company noted that $75 million of synergies should be achieved in the first year, supported by 'after-acquired' clauses within Gannett's retransmission agreements. Fitch believes that these are achievable and that digital revenue synergies provide additional upside to the guided target. The senior unsecured (guaranteed) notes contain a 101% change of control put provision. However, given the 8% coupon on the notes and Belo's credit profile (and the consolidated Gannett credit profile), Fitch does not expect the put to be exercised by bondholders. The notes become callable in November 2013 at 104% and if current liquidity and pricing levels within the credit markets for 'BB' category credits continue, Fitch believes it is more likely that these notes would be redeemed early. The remaining $440 million in Belo bonds mature in 2027 and do not benefit from any material covenants. Leverage: Fitch estimates unadjusted gross leverage at Belo of 2.7x as of March 31, 2013. Fitch estimates Gannett consolidated pro forma gross unadjusted leverage of 2.6x as of March 31, 2013 (pro forma for the Belo acquisition and assuming approximately $1.5 billion in additional debt). Gannett stated its intention to promptly reduce levels of debt following the acquisition. As of March 31, 2013, Belo had $723 million face value of debt outstanding, consisting of: -- $8 million in revolving credit facility (RCF) borrowings due 2016; -- $275 million of guaranteed senior unsecured notes maturing November 2016; -- $440 million of senior unsecured notes maturing 2027. Key Rating Drivers: Fitch expects a stable operating environment in 2013, with Belo's core advertising revenue growth in the low single digits, supported by auto advertising (the company's largest vertical). Political advertising revenue was robust and totaled approximately $60 million in 2012. Although the ratings do not give a material amount of credit to political revenue, given its temporary and volatile nature, it does provide a strong free cash flow (FCF) boost in even years. Fitch recognizes that the lack of material political advertising in 2013 will result in total revenue declining to the low- to mid-single digits. Secular risks relate primarily to declining audiences amid increasing entertainment alternatives, with further pressures from the proliferation of OTT Internet-based television services. However, it is Fitch's expectation that local broadcasters, particularly the higher-rated stations, will continue to remain relevant and capture the material audiences that local, regional and national spot advertisers will demand. Retransmission revenue reduces the overall risk to the operating profile. Rating Sensitivities: The ratings may be upgraded one notch upon the completion of the acquisition. The ratings are on a Positive Watch; as a result, Fitch's sensitivities do not currently anticipate a rating downgrade. Fitch affirms Belo's ratings as follows: -- Issuer Default Rating (IDR) at 'BB'; -- Guaranteed RCF at 'BB+'; -- Guaranteed senior unsecured notes at 'BB+'; -- Non-guaranteed senior unsecured notes/bonds at 'BB'. The ratings had a Positive Outlook but have now been placed on Rating Watch Positive. The 'BB+' rating on the RCF reflects the senior guarantee from substantially all of Belo's domestic subsidiaries, as well as the absence of secured debt in the capital structure. Although the guarantee on the senior unsecured 2016 notes is contractually subordinated to the guarantee on the bank debt, Fitch equalizes the ratings on the two obligations, given Belo's enterprise value and the portion of total debt and leverage comprised by both tranches of debt. The legacy notes are not guaranteed and are notched neither up nor down from the IDR, reflecting the expectation for average recovery. BENADA ALUMINUM: Reorganization Plan Declared Effective ------------------------------------------------------- Benada Aluminum Products LLC has notified the U.S. Bankruptcy Court for the Middle District of Florida that its Plan of Reorganization filed on Nov. 29, 2012, as modified, became effective, on May 13, 2013. The Debtor related that conditions of effectiveness of the modified plan were satisfied on May 10, 2013. As reported by the Troubled Company Reporter on March 8, 2013, Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that the Debtor won approval of an old-fashioned plan. Mr. Rochelle related that in a throwback to olden times when there were no junk-bond investors eager to buy up sick companies, Benada is emerging from bankruptcy on its own resources in what's called a bootstrap plan. The plan will pay unsecured creditors in full with 4% interest. Creditors will receive $20,000 a month and 40% of excess cash flow. Previously, Benada said there was $3.4 million owing to trade suppliers. Some $5 million in secured loans financing the reorganization will be rolled over and continue after emergence from Chapter 11. Wells Fargo Bank NA, owed $3 million, is one of the secured lenders. The other is FLT Capital LLC, a part owner of the business. FLT is owed $2 million on a secured obligation. FLT will continue owning Benada after bankruptcy. The Debtor was authorized by the bankruptcy judge at a Sept. 25, hearing to sell an aluminum extrusion press for $2.9 million to Tubelite Inc. About Benada Benada Aluminum Products LLC was formed in 2011 to purchase assets of two aluminum products manufacturing companies. It purchased via 11 U.S.C. Sec. 363 the Sanford facility of Florida Extruders International (Case No. 08-07761). It also purchased the assets Miami, Florida-based Benada Aluminum of Florida Inc. The Debtor has since consolidated operations and operates only out of its location in Sanford. The Company filed for Chapter 11 protection on Aug. 1, 2012 (Bankr. M.D. Fla. Case No. 12-10518). Judge Karen S. Jennemann presides over the case. R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, represents the Debtor. The Debtor disclosed $22,009,272 in assets and $11,698,426 in liabilities as of the Chapter 11 filing. Wells Fargo is represented by Michael Demont, Esq., and Jay Smith, Esq., at Smith Hulsey & Busey, in Jacksonville, Florida. FTL Capital is represented by Christopher J. Lawhorn, Esq., at Bryan Cave LLP in St. Louis, Missouri. Triton Capital Partners Ltd. serves as exclusive financial advisor and investment banker with respect to providing assistance with turnaround management. BIG SANDY: Moss Adams Approved to Respond to IRS' Inquiry --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized Big Sandy Holding Company to employ Moss Adams LLP as its accountants. The Debtor related that on Sept. 28, 2012, it filed a motion seeking authority, inter alia, to sell 100 percent of the capital stock in Mile High Banks pursuant to a Stock Purchase Agreement with Strategic Growth Bancorp, as purchaser. Subsequent to the closing of the sale, the Internal Revenue Service has made inquiry regarding the claim to the tax refund. The review by the IRS is expected to be fairly fact and labor- intensive, as it focuses on the value of particular Bank assets, i.e., loans, at particular points in time. In this relation, Moss will respond to the IRS' inquiry, and perform services needed to defend the tax refund. Moss Adams will charge the Debtor its standard hourly rates. The total fee is estimated to be from $100,000 to $250,000. Mark Reis, a partner at Moss Adams, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Big Sandy Holding Founded in 1991, Big Sandy Holding Company is a Colorado corporation registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. Big Sandy is the direct corporate parent of Mile High Banks, a Colorado state chartered Bank. Big Sandy filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 12-30138) on Sept. 27, 2012, to recapitalize the Bank. Bankruptcy Judge Michael E. Romero presides over the case. Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck, LLP, serve as the Debtor's counsel. In its petition, Big Sandy estimated $10 million to $50 million in assets and debts. The petition was signed by Dan Allen, chairman/CEO/president. In February 2013, the Bankruptcy Court authorized Big Sandy to sell substantially all of its assets -- essentially 100% of the issued and outstanding capital stock of its wholly owned bank subsidiary, Mile High Banks -- to Strategic Growth Bancorp Incorporated, the successful bidder. The total consideration includes $5,500,000 (payable via (a) offsetting all amounts outstanding under the DIP Loan Agreement on the closing date, (b) $3,000,000 to the broker and (c) the remaining amounts to the Debtor), the allocation of the tax refund, the assumption of the assumed contract liabilities and the recapitalization of the Bank. The Strategic transaction would recapitalize the Bank in accordance with regulatory requirements -- by up to $90 million. Richard A. Wieland, U.S. Trustee for Region 19, was unable to form a an official committee of unsecured creditors in the Debtor's case. BIRDSALL SERVICES: Firm Cops to Pay-To-Play Scheme -------------------------------------------------- Martin Bricketto of BankruptcyLaw360 reported that bankrupt engineering firm Birdsall Services Group Inc. pleaded guilty to criminal charges that it masked corporate campaign contributions as personal employee donations to dodge New Jersey's pay-to-play restrictions and receive lucrative government contracts unabated. According to the report, under a plea agreement, Birdsall will pay $1 million and be banned from government contracts in New Jersey for 10 years, according to the state attorney general's office. The firm previously had agreed to settle a state civil forfeiture action for $2.6 million, the report related. About Birdsall Services Birdsall Services Group Inc., an engineering firm from Eatontown, New Jersey, filed for Chapter 11 protection (Bankr. D.N.J. Case No. 13-16743) on March 29, 2013, when the state attorney general indicted the business and obtained a court order seizing the assets. Birdsall was accused by the state of violating laws prohibiting so-called pay-to-play, where businesses make political contributions in return for government contracts. The state charged that the company arranged for individuals to make contributions and then reimbursed the employees. A company officer pleaded guilty last year to making political contributions disguised to appear as though made by individuals. The Chapter 11 petition filed in Trenton, New Jersey, disclosed assets of $41.6 million and liabilities totaling $27 million. Debt includes $3.6 million owing to a bank on a secured claim and $2.4 million in payables to trade suppliers. In April 2013, Birdsall reached a $3.6 million settlement that ended New Jersey's opposition to the company's bankruptcy and resolves the state's lawsuit aiming to seize Birdsall's assets. As part of the settlement, Edwin Stier, a member of Stier Anderson, was appointed as Chapter 11 trustee for Birdsall. BLUE COAT: Moody's Assigns Caa1 Rating to New $330MM Term Loan -------------------------------------------------------------- Moody's Investors Service affirmed Blue Coat Systems, Inc.'s B2 Corporate Family Rating and B2-PD Probability of Default Rating, and revised the rating for the company's $740 million of first lien credit facilities to B1, from B2. Moody's assigned a Caa1 rating to Blue Coat's proposed $330 million of second lien term loan, the proceeds of which will be used to fund a distribution to financial sponsors and transaction fees and expenses. Moody's also changed Blue Coat's ratings outlook to negative from stable reflecting its elevated financial risk profile over the next 12 to 18 months. Ratings Rationale: The negative outlook reflects Blue Coat's aggressive financial policy and Moody's view that the company's credit metrics will remain weak for the B2 CFR over the next 12 to 18 months. The proposed debt-funded distribution to shareholders, close on the heels of the sizeable debt financed acquisition of Solera Networks which has modest revenues and did not generate profits, effectively reverses the deleveraging attained by Blue Coat since its leveraged buyout in February 2012. Moody's estimates that Blue Coat's total debt-to-EBITDA leverage will increase by approximately 2.0x to 6.3x at the close of the dividend recapitalization and its free cash flow relative to debt in the next 12 months will decline to nearly half of the 6% to 8% that Moody's previously anticipated. The ratings agency believes that Blue Coat's only modest EBITDA growth and free cash flow relative to debt will limit rapid deleveraging and Blue Coat's leverage could remain slightly above 6.0x over the next 12 to 18 months. The B2 CFR reflects Blue Coat's high leverage, particularly in the context of its higher proportion of revenues derived from one-time product sales relative to similarly rated peer software companies. In addition, the company will be operating with an elevated financial risk profile while integrating Solera Networks and improving its profitability. At the same time, competitive pressure and emerging technologies will necessitate elevated spending on product development and acquisitions. The B2 rating additionally reflects Blue Coat's moderate operating scale and narrow product concentration within the enterprise IT security infrastructure market, and the company's aggressive acquisition strategy and financial policies. Blue Coat's credit profile benefits from the company's leading market position in the niche Anti-Virus/Web/Malware appliance segment of content security market and its well-regarded products in the WAN Optimization market. Blue Coat has a large and diverse installed base of enterprise customers that drive majority of its new sales. The rating is also supported by the predictability of Blue Coat's revenues from maintenance and support agreements and the company's track record of high customer renewal rates, especially among its larger enterprise customers. Blue Coat's ratings could be downgraded if liquidity deteriorates or revenue and operating cash flow growth remains weak for an extended period of time. Moody's could lower Blue Coat's ratings if increasing competition, weak business execution or higher-than- expected levels of spending lead Moody's to believe that Blue Coat is unlikely to maintain total debt-to-EBITDA leverage below 6.0x and free cash flow at approximately 5% of total debt. Given Blue Coat's high leverage and tolerance for high financial risk, upward rating movement is not expected in the intermediate term. However, over time Moody's could raise Blue Coat's ratings if the company demonstrates strong organic growth in earnings and if Moody's believes that the company could sustain adjusted debt to EBITDA of less than 4.0x and generate free cash flow in excess of 10% of total debt. Moody's has taken the following rating actions: Issuer: Blue Coat Systems, Inc. Corporate Family Rating -- Affirmed, B2 Probability of Default Rating -- Affirmed, B2-PD $40 million (increased from $25 million) Senior First Lien Revolving Credit Facility due 2018 -- Revised to B1, (LGD3 33%), from B2, (LGD3 49%) $700 million Senior First Lien Term Loan Facility due 2019 -- Revised to B1, (LGD3 33%), from B2, (LGD3 49%) $330 million Senior Second Lien Term Loan Facility due 2020 -- Assigned, Caa1, (LGD5 86%) Outlook -- Negative, changed from stable The principal methodology used in rating Blue Coat Systems, Inc. was the Global Software Industry Methodology published in October 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Sunnyvale, CA, Blue Coat Systems, Inc., is a leading provider of Internet security and wide area network acceleration solutions that help enterprises to secure and optimize their IT networks. Blue Coat reported $448 million in revenues under U.S. GAAP in the twelve months ended January 2013. BUILDERS GROUP: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Builders Group & Development Corp. dba Cupey Professional Mall P.O. Box 2255 Guaynabo, PR 00970 Bankruptcy Case No.: 13-04867 Chapter 11 Petition Date: June 12, 2013 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Gerardo A. Carlo Altieri, Esq. G.A. CARLO ALTIERI & ASSOCIATES P.O. Box 9021470 San Juan, PR 00902 Tel: (787) 919-0026 Debtor's Accountants: JOSE M. MONGE ROBERTIN, CPA Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Jorge A. Rios Pulpeiro, president. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ CPG/GS PR NPL, LLC -- $8,240,606 270 Avenue Mu�oz Rivera, 3rd Floor San Juan, PR 00918 Doral Bank -- $5,692,467 P.O. Box 70308 San Juan, PR 00936-8628 CPG/GS PR NPL, LLC -- $4,011,899 270 Avenue Mu�oz Rivera, 3rd Floor San Juan, PR 00918 Doral Bank -- $3,648,182 P.O. Box 70308 San Juan, PR 00936-8628 Department of Treasury of PR -- $512,196 Bankruptcy Section (424-B) P.O. Box 9024140 San Juan, PR 00902-4140 Doral Bank -- $356,971 P.O. Box 70308 San Juan, PR 00936-8628 United Surety & Indemnity Corp. -- $339,495 P.O. Box 2111 San Juan, PR 00922 CRIM -- $100,487 Stone & Tile of Puerto Rico -- $57,593 Department of Treasury of PR -- $47,740 Municipality of San Juan -- $38,575 Municipality of San Juan -- $37,541 Internal Revenue Services -- $34,371 Autoridad Acueductos y -- $22,123 Alcantarillados Department of Treasury of PR -- $18,273 Security Guard Affairs -- $11,447 Autoridad Energia Electrica -- $11,328 Department of Treasury of PR -- $10,201 Power Patrol Service -- $8,093 Tax & Accounting Services -- $5,072 CANCANA RESOURCES: ASC Issues MCTO Order; Board Member Steps Down ----------------------------------------------------------------- Andrew Male, CEO and Director of Cancana Resources Corp., on June 14 disclosed that a temporary Management Cease Trade Order was issued by the Alberta Securities Commission against the Company's Chief Executive Officer on June 3, 2013, as opposed to a general cease trader order against the Company. The MTCO prohibits trading in securities of the Company, either directly or indirectly, by this individual. As summarized in Cancana's News Release dated May 31, 2013, this action was expected due to the fact that the Company was unable to file its annual financial statements, management discussion and analysis and related Chief Executive Officer and Chief Financial Officer certificates for its fiscal year-ended January 31, 2013 before the May 31, 2013 filing deadline. Through the process of completing the Cancana's financial statements, the Company's auditors have raised an issue with respect to the consolidation of an investment currently held by the Company and the applicable accounting treatment in respect of this holding. The Company is working with its auditors to remedy the situation and complete the Required Filings. The Company anticipates that it will be in a position to remedy the default within two months and file the Required Filings, on or before July 30, 2013. The MCTO will be in effect until the Required Filings are filed. Should Cancana fail to file the Required Filings on or before July 20, 2013, the ASC can impose a cease trader order on the Company such that all trading of securities of the Company cease for such period as the ASC deems appropriate. Pursuant to the requirements of Section 4.4 of National Policy 12- 203 - Alternative Information Guidelines ("AIG"), the Corporation reports the following: (i) There have been no material changes to the information contained in the Default Notice and the Corporation expects to file the Required Filings on or before July 30, 2013; (ii) There have been no failures with respect to the Corporation fulfilling its stated intention of satisfying the requirements of the AIG; (iii) There has not been, nor is there anticipated to be, any specified default subsequent to the default which is the subject of the DefaultNotice; and, (iv) There is no other material information about the affairs of the Corporation that has not otherwise been reported. Resignation of Chris Morgan The Company regretfully accepts the resignation of Christopher Morgan from the Board of Directors. Mr. Morgan joined the Company in 2012, and contributed to the development of the Company strategy of transition from exploration to production. The Board of Directors extends its thanks to Mr. Morgan for his efforts and service to Cancana over the past year. Mr. Morgan comments, "Over the past few years the Company has made significant progress in its efforts to provide value to its shareholders. As the Company gives priority to taking its manganese properties to production while seeking to establish the value of its gold and diamond assets, I am confident that the management together with the Board of Directors will continue to move Cancana forward to completing its transition into a full production company." CEO, President and Director of Cancana, Mr. Andrew Male, added; "On behalf of the Board of Directors, I would like to thank Mr. Morgan for his commitment, dedication and assistance to the Company and wish him well in his future endeavors." About Cancana Resources Corp. Cancana Resources Corp. -- http://www.cancanacorp.com-- is an exploration stage company with assets in Brazil and Canada. The Company has been seeking projects that expand its resource base and provide for near term production and revenue. CASH STORE: Faces Class Action Proceedings in Canada ---------------------------------------------------- Proposed class action proceedings have been commenced in Ontario and Alberta against The Cash Store Financial Services Inc. and certain of its present and former directors and officers, according to a regulatory filing by Cash Store. The plaintiffs each allege, among other things, that the Company made misrepresentations during the period from November 2010, to May 2013, regarding the Company's internal controls and financial reporting and the third-party loan portfolio acquisition. These proceedings are in addition to the civil claim filed on May 20, 2013, by Globis Capital Partners L.P. against the Company and Gordon J. Reykdal, the Company's Chief Executive Officer, in the U.S. District Court of the Southern District of New York for alleged violations of Sections 10(a) and 20(a) of the Securities Exchange Act of 1934 claiming unspecified damages. The Company plans to defend itself vigorously against what it believes are unfounded allegations. About Cash Store Financial Headquartered in Edmonton, Alberta, The Cash Store Financial is the only lender and broker of short-term advances and provider of other financial services in Canada that is listed on the Toronto Stock Exchange (TSX: CSF). Cash Store Financial also trades on the New York Stock Exchange (NYSE: CSFS). Cash Store Financial operates 512 branches across Canada under the banners "Cash Store Financial" and "Instaloans". Cash Store Financial also operates 25 branches in the United Kingdom. Cash Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name "Cash Store". Cash Store Financial does not do business under the name "Cash Store" in the United States and does not own or provide any consumer lending services in the United States. Cash Store Financial employs approximately 1,900 associates. * * * As reported in the Feb. 8, 2013 edition of the TCR, Standard & Poor's Ratings Services lowered its issuer credit rating on Cash Store Financial (CSF) to 'CCC+' from 'B-'. The outlook is negative. "The downgrades follow a proposal by the payday loan registrar in Ontario to revoke CSF's payday lending licenses and CSF's announcement that it has discontinued its payday loan product in the region," said Standard & Poor's credit analyst Igor Koyfman. The company's businesses in Ontario, which account for approximately one-third of its store count, will begin offering a new line of credit product to its customers. S&P believes this is to offset the loss of its payday lending product; however, this is a relatively new product, and S&P believes that it will be challenging for the company to replace its lost earnings from the payday loan product. S&P also believes that the registrar's proposal could lead to similar actions in other territories. As reported by the TCR on May 22, 2013, Moody's Investors Service downgraded the Corporate Family Rating and senior unsecured debt rating of Cash Store Financial Services to Caa1 from B3 and assigned a negative outlook. According to Moody's, CSFS remains unprofitable on both the pretax and net income lines and prospects for return to profitability are unclear. CHRYSLER GROUP: Moody's Retains 'B1' CFR Following Re-Pricing ------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Chrysler Group LLC in connection with the company's proposal to re-price and amend its $3.0 billion term loan and $1.3 billion revolving credit facility. Ratings affirmed are: Corporate Family Rating at B1; Probability of Default Rating at B1-PD; 1st lien secured term loan and 1st lien secured revolving credit facility at Ba1; 2nd lien secured notes at B1; and Speculative Grade Liquidity rating at SGL-2. The rating outlook remains stable. A significant element of this transaction will be harmonizing the credit facility's Restricted Payment (RP) provision with that contained in the 2nd lien notes. The RP provision in the credit facility currently limits such a payment to approximately $500 million. In contrast, the RP provision in the notes currently permits a payment of up to$1.4 billion which includes a payment allowance of 50% of accumulated consolidated net income. Ratings Rationale: Moody's view is that the amendment to the credit facility would increase Chrysler's capacity to pay dividends to Fiat that could help fund any effort by its parent to purchase the remaining 41.5% of Chrysler that is held by the UAW retiree health care trust. Moody's notes, however, that neither Chrysler nor Fiat has stated that the funding for a Chrysler acquisition would include a dividend from the company. The affirmation of Chrysler's rating recognizes the progress the company has made in achieving the key operational and financial objectives it established upon emerging from bankruptcy, and its much-improved competitive position in North America. The affirmation also recognizes the credit-negative potential that Fiat could rely on a dividend from Chrysler to fund its acquisition of the company, and thereby narrow Chrysler's liquidity position. Notwithstanding this risk, Chrysler should be able to maintain a liquidity position the supports both the SGL-2 liquidity rating and the B1 CFR. At March 2013, Chrysler's liquidity position consisted of $11.9 billion in cash, the $1.3 billion undrawn revolving credit facility, and free cash generation that has approximated $1 billion for the LTM through March 2013. Debt maturities during the coming twelve months approximate a modest $400 million. A one-time distribution of approximately $1.4 billion by Chrysler during the near-term would be a credit-negative event that would diminish the company's liquidity position. Moreover, such a distribution could occur as the company is in the process of launching the critically important Jeep Cherokee. Notwithstanding the potential use of liquidity to fund a purchase by Fiat, the key factors that will drive Chrysler's credit profile include the successful launch and market acceptance of 2013 product introductions -- particularly the Cherokee. An additional consideration will be Fiat's ongoing strategy for allowing sufficient capital to remain in Chrysler to support its investment requirements and liquidity needs. Chrysler's credit metrics for the twelve months through March 2013 (reflecting Moody's standard adjustments) provide adequate support for the B1 CFR, and include: EBITA margin - 4.2%; EBITA/interest - 1.5x; debt/EBITDA - 4.2x; and free cash flow - $850 million. There could be upward potential for the rating over the long term if Fiat demonstrates progress in addressing its challenges in Europe, and Chrysler continues to successfully implement its portfolio revitalization plan. Metrics that could support consideration for a higher rating include an ability to maintain an EBITA margin of 5%, EBITA/interest above 2x, and free cash flow that approaches $2 billion. Chrysler's rating could come under downward pressure if the company's product renewal program stalls due to flawed execution or poor consumer acceptance. An additional source of pressure on Chrysler's rating could flow from Fiat. If Fiat's operating performance continues to erode and the company is unsuccessful in addressing its sizable negative cash generation by 2014, Chrysler's ability to sustain its competitive position could be compromised. Credit metric levels at Chrysler that might signal pressure on its rating include EBITA margin of 3.5% and EBITA/interest below 1.5x for a sustained period. The principal methodology used in this rating was the Global Automobile Manufacturer Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CIMASA PROPERTIES: Case Summary & 6 Unsecured Creditors ------------------------------------------------------- Debtor: CIMASA Properties, LLC dba Comfort Inn dba Quality Inn 3629 Pine Bank Court Wilmington, NC 28409 Bankruptcy Case No.: 13-03675 Chapter 11 Petition Date: June 7, 2013 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: George M. Oliver, Esq. OLIVER FRIESEN CHEEK, PLLC P.O. Box 1548 New Bern, NC 28563 Tel: (252) 633-1930 Fax: (252) 633-1950 E-mail: efile@ofc-law.com Scheduled Assets: $4,122,315 Scheduled Liabilities: $3,576,178 A copy of the Company's list of its six largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/nceb13-3675.pdf The petition was signed by Steven Arp, member/manager. CIRCLE ENTERTAINMENT: Amends Agreement with Whittall Parties ------------------------------------------------------------ Circle Entertainment Inc., through its wholly-owned subsidiary, Circle Entertainment Property-Orlando, LLC, on June 11, 2013, entered into a Second Amendment to the Transaction Agreement the Circle Subsidiary previously entered into on Feb. 28, 2011, with The Square, LLC, Orlando Hotel International SPE, LLC, and Orlando Hotel International SPE Holdings, LLC, pursuant to which the Circle Subsidiary was to acquire from the Whittall Parties a 65 percent ownership interest in two adjacent properties owned by them known as the "Square Parcel" of 18 acres and the "OHI Parcel" of 10 acres and located on International Drive in Orlando, Florida, for the purpose of co-developing an entertainment destination center that would be anchored by an observation wheel. As has been previously reported, the Transaction Agreement was terminated on Nov. 16, 2012, with respect to the Square Parcel, pursuant to a First Amendment to Transaction Agreement and Assignment of Rights, to facilitate the sale of such parcel to ID Center (FL) LLC, in which the Company acquired an 8.5 percent membership interest upon consummation of the sale. The Transaction Agreement has since remained in effect with respect to the OHI Parcel. The Second Amendment to Transaction Agreement extends the "outside closing date" of the Transaction Agreement as it relates to the OHI Parcel from June 30, 2013, to Dec. 31, 2013. In addition, the Circle Subsidiary's required capital contribution to purchase the 65 percent interest in the OHI Parcel has been increased from $1,000,000 to $2,000,000. As an inducement for the Whitall Parties to enter into the Second Amendment to Transaction Agreement, certain of the majority owners of ID Center (FL) LLC, who are also the majority stockholders of the Company, agreed to extend the Whittall Parties a loan of up to $2,000,000 to fund tenant improvements on the OHI Parcel. A copy of the Second Amendment is available for free at: http://is.gd/93C3d4 About Circle Entertainment New York City-based Circle Entertainment Inc. has been pursuing the development and commercialization of its new location-based entertainment line of business since Sept. 10, 2010, which has and will continue to require significant capital and financing. The Company does not currently generate any revenues from this new line of business. The Company has no long-term financing in place or commitments for such financing to develop and commercialize its new location-based entertainment line of business. Circle Entertainment disclosed a net loss of $13.89 million on $0 of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $5.27 million on $0 of revenue during the prior year. The Company's balance sheet at March 31, 2013, showed $603,436 in total assets, $16.06 million in total liabilities, and a $15.45 million total stockholders' deficit. L.L. Bradford & Company, LLC, in Las Vegas, Nevada, issued a "going concern" qualification on the Company's consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has limited available cash, has a working capital deficiency and will need to rely on a funding agreement or secure new financing or additional capital in order to pay its obligations which conditions raise substantial doubt about the Company's ability to continue as a going concern. CIRCUIT CITY: Settles LCD Price-Fixing Claims Against Sharp ----------------------------------------------------------- Scott Flaherty of BankruptcyLaw360 reported that Circuit City Stores Inc.'s liquidating trust has reached a settlement with Sharp Corp. to resolve part of multidistrict antitrust litigation over alleged price-fixing on liquid crystal display panels, according to a filing in Virginia federal bankruptcy court. According to the report, under the agreement, Sharp would pay an undisclosed amount to the trust of bankrupt Circuit City to resolve allegations that Sharp participated in a price-fixing conspiracy along with several other LCD companies, according to a filing in Circuit City's bankruptcy proceedings. 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. COOPER BOOTH: June 21 Hearing Set Over Continued Access to Cash --------------------------------------------------------------- The U.S. Bankruptcy Court has entered orders authorizing Cooper- Booth Wholesale Company, L.P., et al., to use cash collateral through June 22, 2013. Judge Magdeline D. Coleman has entered four interim cash collateral orders in the case, and will convene another hearing on June 21 to consider whether to grant the Debtor further access to cash collateral. Use of cash collateral will be for the purpose of paying all reasonable and necessary expenses related to the operation of their respective businesses in accordance with the budget. The orders provide that the Debtors postpetition will solely purchase tax stamps on a-cash-on-delivery basis. The disbursements authorized by the orders will not include any monies maintained in any of the Debtors' accounts at PNC Bank. To the extent of any diminution in the value of its prepetition cash collateral, PNC Bank will receive replacement liens. About Cooper-Booth Wholesale Cooper-Booth Wholesale Company, L.P. and two affiliates sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in Philadelphia on May 21, 2013, after the U.S. government seized the Company's bank accounts to recover payments made by a large customer caught smuggling Virginia-stamped cigarettes into New York. Serving the mid-Atlantic region, Cooper is one of the top 20 convenience store wholesalers in the country. Cooper supplies cigarettes, snacks, beverages and other food items from Hershey's, Lellogg's, Bic, and Mars to convenience stores. Cooper has been in the wholesale distribution business since 1865 when the Booth Tobacco Company was incorporated in Lancaster, Pennsylvania. The Company has been family owned and operated for three generations. Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy counsel. Executive Sounding Board Associates, Inc., is the financial advisor. Blank Rome LLP represents the Debtor in negotiations with federal agencies concerning the seizure warrant. Cooper Booth estimated assets of at least $50 million and liabilities of at least $10 million as of the bankruptcy filing. As of the Petition Date, the Debtors' total consolidated funded senior debt obligations were approximately $10.7 million and consisted of, among other things, $7.72 million owing on a revolving line of credit facility, $2.83 million owing on a line of credit for the purchase of equipment, and $166,000 due on a corporate VISA Card. PNC Bank asserts that a letter of credit facility is secured by all personal property owned by Wholesale. Unsecured trade payables totaled $22.8 million as of May 21, 2013. CSD LLC: June 21 Hearing to Approve Plan Outline ------------------------------------------------ The U.S. Bankruptcy Court for the District of Nevada will convene a hearing on June 21, 2013, at 9:30 a.m., to consider the final approval of the adequacy of information in the Disclosure Statement explaining CSD LLC's Plan of Reorganization. On May 20, the Court conditionally approved the Disclosure Statement. Objections, if any, were due June 14. The deadline for filing replies or declarations in support of final approval of the Disclosure Statement or in support of confirmation of the Plan is June 18. Ballots accepting or rejecting the Plan are due June 18, and the deadline for filing a ballot summary is June 19. According to the Disclosure Statement, under the plan, all creditors are paid 100 percent, most immediately, and one over time. Most payments, including Administrative Claims and Unsecured Claims are made from the plan funding provided by the Plan funder -- Lacy Harber, an entity affiliated with Lacy Harber to the Plan Agent (Grant Lyon who is the current CRO of the Debtor. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/CSD_LLC_ds.pdf About CSD LLC Las Vegas, Nevada-based CSD, LLC, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 12-21668) on Oct. 12, 2012, estimating $50 million to $100 million in assets and $10 million to $50 million in debts. The petition was signed by Steven K. Kennedy, manager of CSD Management, LLC, manager. The Debtor owns 37.82 acres of land, seven houses, and an equestrian facility, all located at 6629 S. Pecos Road, Las Vegas, Nevada. The Debtor purchased the property from Mr. Wayne Newton and his wife, Kathleen, for $19.5 million to develop and operate a museum/tourist attraction honoring the life and career of Wayne Newton. Situated on the purchased property is the current home of the Newtons, known as "Casa de Shenandoah", which was to be used to showcase Wayne Newton's memorabilia. The museum remains unopened. DLH, LLC, which holds a 70% interest in the Debtor, contributed nearly $60 million towards development of the museum. DLH is a Nevada limited liability company, and its members are Lacy Harber and Dorothy Harber. Plans called for contributing $2 million toward the construction of a new home for Mr. Newton on the acreage. The new home hasn't been built, so Mr. Newton still lives in the existing home, paying minimal rent. While the Debtor has made substantial expenditures towards the development of the Newton Museum, the Debtor and the Newtons have been involved in certain disputes regarding the development of the museum. The Debtor in May 2012 filed a lawsuit in Nevada state court for fraud, civil conspiracy, and breach. The Newtons filed counterclaims. Because of the deteriorating relationship of the parties, it appears that it is no longer feasible for the parties to move forward with the development of the museum. On Aug. 9, 2012, the Debtor's committee members held an emergency meeting and voted to dissolve the Debtor. Though the Debtor has sought approval in the state court proceedings to dissolve, that matter is not scheduled to be heard until May 2013. Because the Debtor is out of money and options, and because the Debtor's prepetition secured lender, Neva Lane Acceptance, LLC, is unwilling to lend any additional funds to the Debtor on a prepetition basis, the majority of the committee members voted in favor of the bankruptcy filing. Although the Debtor is out of cash, it claims that it has substantial equity in its property. The Debtor has decided that a sale of the Debtor's property pursuant to Section 363 of the Bankruptcy Code, followed by the filing of a plan of liquidation, is the Debtor's best option for maximizing the value of the property and maximizing the return to the Debtor's creditors and interest holders. James D. Greene, Esq., at Greene Infuso, LLP, in Las Vegas, represents the Debtor. The Debtor's CRO is Odyssey Capital Group, LLC. CYCLONE POWER: Receives $226,000 Funding From Tonaquint ------------------------------------------------------- Cyclone Power Technologies, Inc., closed and received funding on a $226,000 convertible promissory note with Tonaquint Inc. The Note bears 10 percent interest with a 9.1 percent Original Issuance Discount. The Note matures in 15 months, with monthly repayments of approximately $28,000 starting after seven months. The principal amount of the Note can be converted by the Company to common stock at a 30 percent discount to the three lowest weighted average prices of the Company's common stock during the previous 23 trading days; or by the Lender at a hard conversion floor price of $0.10 per share, subject to price protection provisions should the Company issue shares at a lower price. The Lender also received 565,625 five-year warrants to purchase shares of the Company's common stock at a price of $0.10 per share, subject to price protection and cashless exercise provisions. Both the Note and warrant shares have piggy-back registration rights. About Cyclone Power Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink Sheets: CYPW) is a clean-tech engineering company, whose business is to develop, commercialize and license its patented Rankine cycle engine technology for applications ranging from renewable power generation to transportation. The Company is the successor entity to the business of Cyclone Technologies LLLP, a limited liability limited partnership formed in Florida in June 2004. Cyclone Technologies LLLP was the original developer and intellectual property holder of the Cyclone engine technology. Cyclone Power disclosed a net loss of $3 million on $1.13 million of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $23.70 million on $250,000 of revenue in 2011. Mallah Furman, in Mallah Furman, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company's dependence on outside financing, lack of sufficient working capital, and recurring losses raises substantial doubt about its ability to continue as a going concern. The Company's balance sheet at March 31, 2013, showed $1.38 million in total assets, $4.14 million in total liabilities and a $2.76 million total stockholders' deficit. D&L ENERGY: Committee Taps BBP Partners as Financial Advisors ------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of D&L Energy, Inc., et al., asks the Bankruptcy Court for permission to retain BBP Partners LLC as it financial advisors. BBP Partners will, among other things: a) review and analyze the Debtors' historical financial results and future projections, and assisting the Committee in assessing the Debtors' current financial condition; b) advise the Committee regarding strategic options available for the Debtors' business operations and assets; and c) advise the Committee regarding strategic options available for the Debtors' business operations and assets. Dave Wehrle -- dwehrle@bbppartners.com -- will be the primary person working on matters and his hourly rate is $300. To the best of the Committee's knowledge, BBP is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About D&L Energy D & L Energy has been involved in a number of joint ventures and limited partnerships that drill, own, and operate conventional oil and gas wells throughout Northeast Ohio and Northwest Pennsylvania. D&L has also been involved in the drilling, construction, operation and ownership of saltwater injection wells in the State of Ohio. D&L has also been involved in marketing and selling the "deep rights" to its oil and gas leases. In early 2013, the then-principal of D&L, Ben Lupo, was accused of violating the U.S. Clean Water Act by allegedly instructing agents/employees of a separate entity to dump waste water in an improper manner. As a result of Mr. Lupo's alleged actions, the Debtors were forced to incur substantial clean up costs. D & L Energy, based in Youngstown, Ohio, and affiliate Petroflow, Inc., filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the case. Kathryn A. Belfance, Esq., at Roderick Linton Belfance, LLP, serves as the Debtors' counsel, and Walter Haverfield, LLP, is the environmental counsel. The Debtor disclosed $41,015,677 in assets and $6,185,158 in liabilities as of the Chapter 11 filing. Daniel M. McDermott, U.S. Trustee for Region 9, appointed seven creditors to serve in the Official Committee of Unsecured Creditors. The Committee tapped Squire Sanders (US) LLP as its legal counsel, and BBP Partners LLC as it financial advisors. DAIS ANALYTIC: T. Tangredi Held 19% Equity Stake at May 30 ---------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Timothy N. Tangredi and Patricia K. Tangredi disclosed that, as of May 30, 2013, they beneficially owned 13,110,447 shares of common stock of Dais Analytic Corp. representing 19.1 percent of the shares outstanding. The reporting persons previously disclosed beneficial ownership of 10,835,916 common shares or 25.59 percent equity stake at Dec. 29, 2010. A copy of the amended regulatory filing is available at: http://is.gd/ic1j11 About Dais Analytic Odessa, Fla.-based Dais Analytic Corporation has developed and patented a nano-structure polymer technology, which is being commercialized in products based on the functionality of these materials. The initial product focus of the Company is ConsERV, an energy recovery ventilator. The Company also has new product applications in various developmental stages. In the auditors' report accompanying the financial statements for year ended Dec. 31, 2011, Cross, Fernandez & Riley LLP, in Orlando, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant losses since inception and has a working capital deficit and stockholders' deficit of $3.22 million and $4.90 million at Dec. 31, 2011. The Company reported a net loss of $2.33 million in 2011, compared with a net loss of $1.43 million in 2010. The Company's balance sheet at March 31, 2013, showed $1.08 million in total assets, $4.26 million in total liabilities and a $3.18 million total stockholders' deficit. DETROIT, MI: Emergency Manager Makes Presentation to Creditors -------------------------------------------------------------- Nick Carey and Tom Hals, writing for Reuters, report that Kevyn Orr, the city of Detroit's emergency manager, told reporters on Friday there was a 50/50 chance of bankruptcy for Detroit, which would be a first for a major U.S. city. At the same time, he insisted this was "not a jaded effort just to go through the process to get to a bankruptcy filing." Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Mr. Orr scheduled closed-door meeting with creditor and union representatives in a suburb June 14. In an earlier report, Reuters relates Mr. Orr has dropped hints that creditors would fare better by compromising now rather than in court should he opt to file what would be the biggest municipal bankruptcy in U.S. history. According to Reuters, Mr. Orr made a presentation to Detroit's creditors on Friday. There was a forceful start to negotiations with debtholders at a Detroit hotel on Friday, with the city saying it would stop making payments on some of its $18.5 billion in debt, which would put it in default. Mr. Orr also presented a proposal on Friday to creditors, bondholders, pension funds and union representatives, laying out his case for concessions from them in a plan that ran to 134 pages. According to Reuters, at a minimum, Mr. Orr's opening move could be seen as part of a checklist he needs to tick off to meet legal requirements needed to declare a bankruptcy for Detroit. But some restructuring experts see in Mr. Orr's approach an attempt to put together a pre-packaged bankruptcy, a strategy that has been adopted for Chapter 11 bankruptcies in the corporate world but never before used for a municipality seeking Chapter 9 bankruptcy protection. "Kevyn Orr is a bankruptcy lawyer and he's going down a checklist of the things he needs to do," said Michael Sweet, an attorney at Fox Rothschild who helped the city of Richmond, California, restructure its finances to avoid bankruptcy, according to Reuters. "He's keeping all the options on the table." "He (Orr) will get a pre-packaged plan," said James McTevia of Michigan-based consulting firm McTevia & Associates, Reuters notes. "But it will be contentious and it will cost a lot." "Ultimately, given the size of Detroit, the scale of its problems and the number of issues involved, this could go all the way to the Supreme Court." Reuters relates that those who have worked with Orr said he knew how to zero in on an adversary's pressure points and narrow their options. They cited his decision to make one presentation to all creditors on Friday. "If you want to do it right, you get all creditors in the same room and you tell the story one time so there's no misunderstanding," said Pat O'Keefe, president of O'Keefe and Associates, a turnaround firm based in the Detroit suburbs, Reuters relates. Mr. O'Keefe added he expected Mr. Orr "will try to get some pre-negotiation done with creditors, then use Chapter 9 to implement his plan." He noted that Mr. Orr's warning on Friday to reporters that Detroit should know "within the next 30 days or so" if it can avoid bankruptcy could serve as one more proof of "good faith" if he does file for Chapter 9. Reuters notes pre-packaged bankruptcy using Chapter 11 was pioneered by Jay Goffman, Esq., of law firm Skadden, Arps, Slate, Meagher & Flom in New York. He said it could work for municipalities. "Whether it is a city or state or county, there's no reason that you can't get smart people together, figure out the right solutions from a business standpoint and essentially prepack the solution," Mr. Goffman said. But getting everyone on board for a pre-packaged plan is easier said than done, said Douglas Bernstein, a bankruptcy attorney at Plunkett Cooney in the Detroit area, according to Reuters. "When it comes to a pre-packaged plan, the big question is whether he (Orr) would have enough acceptance going into court," he said. "He would need sufficient votes from all the creditor classes and that will not be easy." Reuters says one problem is that Detroit's creditors or stakeholders have different priorities. The main areas of uncertainty surround its unions and pension funds, which may not have much bargaining room and may feel their best chance lies in bankruptcy proceedings rather than a negotiated pre-packaged deal. "It's quite possible that we will see infighting between Detroit's creditors," said John Pottow, a University of Michigan law professor who specializes in bankruptcy, the Reuters report says. "My heart says that Kevyn Orr will be able to get everyone around a table and hammer out a deal," Mr. Pottow said. "But my brain says that he is going to have no choice but to file" for Chapter 9. According to the report, Mr. Orr has options available to him that can give him leverage over the competing groups. If he goes to bankruptcy court as the sole representative of Detroit, experts say he would have more options and power, which he alluded to publicly last week. Reuters recounts that Mr. Orr, at his first meeting with the public Monday last week, said, "I have a very powerful statute," referring to Michigan's new emergency manager law. "I have an even more powerful Chapter 9. I don't want to use it, but I am going to accomplish this job. That will happen." DETROIT, MI: Fitch Cuts COPs & ULTGO's Ratings to 'C' ----------------------------------------------------- Fitch Ratings has downgraded the following Detroit, Michigan ratings, citing imminent default: -- Approximately $411 million unlimited tax general obligation (ULTGO) bonds to 'C' from 'CCC'; -- Approximately $202.8 million limited tax general obligation (LTGO) bonds to 'C' from 'CC'; -- Approximately $1.5 billion pension obligation certificates of participation (COPs) series 2005-A, 2006-A, and 2006-B issued through the Detroit Retirement Systems Funding Trust, Michigan to 'C' from 'CC'. Fitch has placed the following Detroit, MI revenue bond ratings on Rating Watch Negative: -- The 'BBB+' rating on approximately $1.9 billion senior lien water revenue bonds; -- The 'BBB' rating on approximately $1.1 billion second lien water revenue bonds. -- The 'BBB+' rating on approximately $1.9 billion senior lien sewer revenue bonds; -- The 'BBB' rating on approximately $974 million second lien sewer revenue bonds. Security ULTGO bonds are supported by the city's unlimited property tax pledge. LTGO bonds are a first budget obligation. Pension COPs are unconditional contractual obligations of the city, not subject to appropriation. If the city fails to make a COP debt service payment, the contract administrator may file a lawsuit against the city to enforce the obligation, and a court can compel the city to raise the payment through the levy of taxes without limit as to rate or amount pursuant to Michigan law. Senior lien water revenue bonds are secured by a first lien on net revenues of the city's water system. Second lien water revenue bonds are secured by a second lien on net system revenues after payment of senior lien bonds. Senior lien sewer revenue bonds are secured by a first lien on net revenues of the city's sewer system. Second lien bonds are secured by a second lien on net system revenues after payment of senior lien bonds. KEY RATING DRIVERS DOWNGRADE REFLECTS IMMINENT DEFAULT: The downgrade to 'C' on the city's ULTGO, LTGO and COPs reflects the Emergency Manager's (EM) Proposal for Creditors (proposal), released today, stating that the city will not make the debt service payment on the pension COPs due today. The proposal further calls for a distressed debt exchange for ULTGO and LTGO bonds; Fitch would consider such an exchange to be a default. RATING WATCH REFLECTS UNCERTAINTY: The Rating Watch Negative on senior and subordinate water and sewer revenue bonds reflects heightened uncertainty around water and sewer fund debt given its inclusion in the EM's proposal. RATING SENSITIVITIES ULTGO; LTGO AND COPS: The rating will be downgraded to 'D' upon payment default or upon the execution of a distressed debt exchange that does not result in full and timely payment according to the original terms promised. REVENUE BONDS: Rating action will follow further clarification from the city and/or EM regarding their intentions for senior and subordinate water and sewer revenue bond debt service payments. DETROIT, MI: S&P Cuts City's Credit Rating ------------------------------------------ Reuters reported that as Detroit prepares to discuss with creditors how to avoid bankruptcy, Standard and Poor's Ratings Services lowered the city's rating by four notches to CCC minus. According to the report, the downgrade from B, which affects both general obligation bonds and pension obligation certificates, is based on recent announcements from the city's emergency financial manager "that Detroit may take steps to adjust payments to bondholders," said Standard & Poor's credit analyst Jane Hudson Ridley in a statement. The outlook is negative, reflecting expectations that within a year further downgrade are possible, the report said. A rating of C is reserved for entities that have actually filed for bankruptcy, while D ratings are for actual defaults. "Should Detroit move to restructure its debt with principal reductions or other changes that negatively affect the full or timely payment to bondholders" or in any other deal under which investors will get less than originally promised "we would view this as a selective default," the rating agency said, the report related. Kevyn Orr, a bankruptcy lawyer who was appointed as Detroit's emergency financial manager in March, is scheduled to meet with the city's creditors on Friday, the report noted. According to media reports Orr may propose heavy "haircuts" to bondholders. DOCTORS COMMUNITY: Fitch Lowers Rating on $82.67MM Bonds to 'BB+' ----------------------------------------------------------------- Fitch Ratings has downgraded to 'BB+' from 'BBB-'the following bonds issued by Maryland Health and Higher Education Facilities Authority issued on behalf of Doctors Community Hospital: -- $82,670,000 fixed rate bonds, series 2010 -- $66,180,000, fixed rate bonds, series 2007A Fitch's analysis is based on Doctors Community Hospital and Subsidiaries (DCH). The obligated group is the hospital only. The hospital accounted for 99% of total assets and 91% of total revenue of the entire entity in 2012. The Rating Outlook is revised to Stable from Negative. SECURITY The bonds are secured by a pledge of all receipts, a mortgage on the hospital, and a debt service reserve fund. KEY RATING DRIVERS CONTINUED WEAK FINANCIAL PROFILE: Although DCH's financial performance has remained relatively consistent, the rating downgrade is predicated on DCH's failure to improve performance, which was expected at the time of Fitch's last review. DCH's overall financial profile is more characteristic of a below investment grade credit. Of particular concern is DCH's liquidity, which did not rebuild after the payment of swap termination settlement fees in 2011 and lower capital spending following the completion of major capital projects in 2010. Liquidity metrics steadily deteriorated over the last four years and through the nine-month interim period ended March 31, 2013. DECLINE IN PROFITABILITY: Operating margin in fiscal 2012 dropped to negative 0.1% from positive 1.1% in fiscal 2011. Some of the decline was due to the timing of payments from the state related to the readmissions reduction program, which were later recognized in fiscal 2013. However, despite significant one-time revenue gains in fiscal 2013, operating margin remained low at 1.3% through the interim period. The hospital is expected to end fiscal 2013 with a $1 million operating income, which includes about $7 million of one-time revenues. This results in a significant gap for fiscal 2014's operating performance and management is identifying various expense savings initiatives in addition to revenue growth enhancements. ADEQUATE DEBT SERVICE COVERAGE: Maximum annual debt service (MADS) coverage by operating EBITDA was relatively stable at 1.7x in fiscal 2012 and 1.9x for the nine month interim period. STATE LEVEL REVENUE PRESSURES: The Medicare waiver test, which allows the state of Maryland to operate a rate regulated environment for hospitals is at risk and has resulted in low rate increases to hospitals over the last several years. The design of the new waiver test is under development and it is unclear how future reimbursement will be determined. However, the state recently announced a 1.65% increase for fiscal 2014, which is at a higher level than in prior years. RATING SENSITIVITIES IMPROVE FINANCIAL PERFORMANCE: A return to an investment grade rating will be dependent on DCH's ability to improve operating performance and build liquidity. The organization has several strategies underway, which could result in improved profitability. Deterioration in performance could lead to further negative rating action. CREDIT PROFILE The rating downgrade to 'BB+' from 'BBB-' reflects an overall weak financial profile that is more consistent with a below investment grade rating. Following the completion of its capital projects and an $18.1 million swap termination payment, it was Fitch's expectation that liquidity would begin recovering in 2012. However, total cash and investments of $36.0 million at March 31, 2013 reflect a persistent decline over the last several fiscal years, which was partially driven by a computer conversion. Days cash on hand of 70.2, 3.3x cushion ratio, and 23.5% cash to debt compare unfavorably against Fitch's 'BBB' medians of 139 days, 9.4x, and 82.7% . While capital needs are manageable at around $3 million annually, liquidity growth will require improvement in cash flow from current levels. In Maryland, the reimbursement for essentially all Medicare and Medicaid inpatient services is determined by the Maryland Health Services Cost Review Commission (HSCRC) under an agreement with the Centers for Medicare and Medicaid Services (CMS). This agreement includes meeting a Medicare waiver test, which demonstrates that the rate of increase for cost per hospital inpatient admission is below the national average. A new waiver test is under development but it is unclear how future reimbursement will be determined and when this will be finalized. Rate increases have been suppressed in recent years and was 0.3% in 2013. The 1.65% increase in 2014 is much higher than in recent years and should help revenue growth. DCH's small revenue base amplifies credit concerns going forward. In 2012, DCH joined Maryland's Admissions-Readmissions Revenue (ARR) program, which provided financial incentives to reduce readmissions. While DCH successfully executed significant reductions, operating profitability declined to negative 0.1% in fiscal 2012 from 1.1% in fiscal 2011 due to $3.6 million of undercharging of services. DCH was later reimbursed for the undercharges and an additional $3.6 million was built into its permanent rate structure in fiscal 2013. Despite this, profitability has been pressured by the overall reduction in admissions, which was down 11% through the interim period compared the same prior year period. Operating income through the 9-month interim period was $1.9 million (1.3% operating margin), which included $4.6 million of meaningful use funds and the $3.6 million one-time payment related to ARR. Management projects operating income in fiscal 2013 to be around $1 million for the hospital (0.5% operating margin). Given that several one-time revenues supported profitability in 2013, DCH has a fairly large gap to arrive to breakeven in fiscal 2014. The rate increase of 1.65% goes into effect on July 1, 2013, and should provide an additional $2 - 3 million in revenues. Also, DCH is in the process of finalizing an affiliation with an orthopedic group, which should result in increased surgical volume and revenues of about $3 million. Several expense reductions have been identified including supply-chain management, hiring freezes, and closing unprofitable services. DCH is located in a fairly competitive market; however, management indicated that market share has remained stable despite the decline in admissions. Longer term capital needs include a renovation of its operating rooms. DCH maintains $11 million of bond funds for future capital projects. As of March 31, 2013, long-term debt totaled $153.4 million. MADS as a percentage of revenues of 5.4% and debt to EBITDA of 7.5x reflect a very high debt burden even for a below-investment grade category rating. However, supporting the high debt burden is decent MADS coverage by operating EBITDA is adequate at 1.7x in fiscal 2012 and 1.9x through the 9-month interim. All debt is fixed rate and there are no swaps outstanding. DCH is a 219 licensed bed hospital located in Lanham, MD, a suburb of Washington D.C. In fiscal 2012, DCH and subsidiaries had total operating revenue of $194.6 million. DCH covenants to provide quarterly financial information 45 days after quarter end and annual financial information within 120 days of fiscal year end via the Municipal Securities Rulemaking Board's EMMA system. DUMA ENERGY: Prepares Aerial Gravity & Magnetics in Namibia ----------------------------------------------------------- Duma Energy Corp. said that the tender process for its upcoming Aerial Gravity and Magnetics program over Blocks 1714A, 1715, 1814A, 1815A in the Owambo Basin of Northern Namibia has been completed by the operator Hydrocarb Energy Corporation. The entire 5.3 million acre concession, approximately the size of Massachusetts, will be covered with high resolution gravity and magnetics which will enable the company to program a regional reconnaissance 2D seismic grid to be acquired early 2014. Duma Energy Corp. and its partner Hydrocarb Energy Corporation have already performed an extensive geologic and geochemical field survey on their concession confirming the presence of crude oil from a probable carbonate source. This was according to a study performed by Weatherford Laboratories of Houston, Texas. In addition to the upcoming Gravity and Magnetics program, the existing 2D legacy seismic data that currently exists over the concession is in the process of being reprocessed. Eighty-five percent of the concession is totally unexplored since less than 15 percent of the concession has seismic data coverage. Pasquale Scaturro, Hydrocarb's President stated, "We are moving forward on our Namibia exploration project and activity will accelerate as we obtain more modern data. I believe we have the opportunity to open up a new petroleum province with potential reserves in excess of the 1 billion barrels of resource estimate that has been assigned to the Oponono Prospect in Block 1815A in the southeast portion of the concession area." The Concession is owned and operated 51 percent by Hydrocarb, Duma Energy (OTCQB:DUMA) with 39 percent, and NAMCOR with 10 percent. About Duma Energy Corpus Christi, Tex.-based Duma Energy Corp. -- http://www.duma.com/-- formerly Strategic American Oil Corporation, is a growth stage oil and natural gas exploration and production company with operations in Texas, Louisiana, and Illinois. The Company's team of geologists, engineers, and executives leverage 3D seismic data and other proven exploration and production technologies to locate and produce oil and natural gas in new and underexplored areas. Duma Energy incurred a net loss of $4.57 million for the year ended July 31, 2012, compared with a net loss of $10.28 million during the prior fiscal year. The Company's balance sheet at Jan. 31, 2013, showed $26.06 million in total assets, $15.15 million in total liabilities and $10.90 million in total stockholders' equity. E-DEBIT GLOBAL: To Sell 90% Stake in E-Debit Int'l to Winsoft ------------------------------------------------------------- E-Debit Global Corporation signed Purchase and Sales Agreements with Toronto based electronic payment and card product system developer Winsoft Technology Solutions, Inc., including an associated investment group 2361514 Ontario Inc. and Edmonton based investment group CPM Networks Inc. to collectively purchase 90 percent of the issued and outstanding shares of all classes of E-Debit International Inc., currently held by E-Debit Global Corporation "As previously announced on November 9, 2012 the Corporation has continued with its efforts to maximize the value of its current subsidiary assets in order to further the substantial business and corporate platforms which has been developed over the past seven years," advises Doug Mac Donald, the Corporation's president and CEO. "With the introduction of electronic payment and card product systems developer, Winsoft we now have the technology partner necessary to build on the payment platform which E-Debit International Inc. has been developing and allows for the expansion of the E-Debit card product program and our other gift platforms we have held in development during the past several years. Combined with the two investment partners, E-Debit International can now move forward and quickly. Terms and conditions of the sale, leave E-Debit with a Perpetual Royalty Grant of 3.66 percent of E-Debit International Inc. net sales as well as a Perpetual Group Link share position of 10 percent with Board of Director appointment of a minimum of 20 percent. Winsoft will take an Initial Royalty Grant of 7.25 percent of E-Debit International Inc. net sales until receipt of $550,000Cdn at which time Winsoft will receive a Perpetual Royalty Grant of 3.66 percent of E-Debit International Inc. net sales as well as a Perpetual Group Link share position of 10 percent of the issued and outstanding shares of all classes of E-Debit International Inc. The two investment partners 2361515 Ontario Inc. and CPM Networks Inc. will hold collectively 80 percent of the issued and outstanding shares of all classes of E-Debit International Inc., and will immediately repay $287,500Cdn (approximately 50 percent) of the outstanding shareholder loans held by the Corporation. 2361515 Ontario and CPM Networks have agreed to supply further financial support to E-Debit International Inc. of an additional $287,500 for further development and business operations with agreement that the Corporation will carry the balance of its shareholder loan of approximately $287,500 until repayment of the two Investment partners additional funding is made. Further agreements between current shareholder partners retain the current management of E-Debit for the next 12 months to ensure continuity of the E-Debit International Inc. business operations and plan. "This is the second stage of our financial and operational partnering effort to allow for the expansion and growth of our subsidiary business operations and we are moving back to our originating business model which was and will now continue to be the supplying of value added investment and management support needed to build and grow the great opportunities which we believe meet or will exceed our expectations within the financial services business segment. "Our strength is in our ability to supply or bring this support to our current subsidiaries and then hand over the ongoing daily business operations to a motivated ownership and management group while retaining a continual equity and revenue position for the Corporation's participation in the development of the business operations," added Mr. Mac Donald. About E-Debit Global Calgary, Canada-based E-Debit Global Corporation's primary business is the sale and operation of cash vending (ATM) and point of sale (POS) machines in Canada. As reported in the TCR on April 23, 2012, Schumacher & Associates, Inc., in Littleton, Colorado, expressed substantial doubt about E- Debit Global's ability to continue as a going concern, citing the Company's net losses for the years ended Dec. 31, 2012, and 2011, and working capital and stockholders' deficits at Dec. 31, 2012, and 2011. The Company's balance sheet at March 31, 2013, showed US$1.2 million in total assets, US$3.4 million in total liabilities, and a stockholders' deficit of US$2.2 million. EAGLE POINT: Bankruptcy Court Enters Final Decree Closing Case -------------------------------------------------------------- The Hon. Thomas M. Rem of the U.S. Bankruptcy Court for the District of Oregon entered an order closing the Chapter 11 case of Eagle Point Developments LLC. The Court also ordered that: 1. the Court will retain jurisdiction over any adversary proceeding(s) pending at the time of closure; 2. upon completion of all payments under the Plan the Debtor must file a motion to reopen the case, pay the required reopening fee (if the case is closed at the time) and contemporaneously file a motion for entry of discharge. As reported by the Troubled Company Reporter on April 19, 2013, the Court entered an amended order confirming Arthur C. Galpin and Eagle Point Developments' Second Amended Joint Plan of Reorganization, dated Sept. 28, 2012. A copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/eaglepoint.doc188.pdf About Eagle Point Developments Eagle Point Developments, in Medford, Oregon, developed the Eagle Point Golf Course, which was built in 1996. Eagle Point filed for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-60353) on Feb. 1, 2012. Judge Thomas M. Renn oversees the case, taking over from Judge Frank R. Alley III. Sussman Shank LLP serves as bankruptcy attorneys. The petition was signed by Arthur Critchell Galpin, managing member. Eagle Point's case is jointly administered with Mr. Galpin's personal bankruptcy case (Bankr. D. Ore. Case No. 12-60362), which is the lead case. In schedules, Mr. Galpin disclosed total assets of $35.7 million and total liabilities of $51.7 million. The U.S. Trustee said that an official committee has not been appointed in the bankruptcy cases of the Debtors. EASTMAN KODAK: Sony, Nikon Skeptical of $650MM Spinoff Plans ------------------------------------------------------------ Eric Hornbeck of BankruptcyLaw360 reported that Sony Corp., Nikon Corp., Hewlett-Packard Co. and others all filed limited objections to bankrupt Eastman Kodak Co.'s $650 million plan to spin off its document imaging business to its British retirees, saying they wanted to make sure their patent infringement claims are preserved. According to the report, the more than a dozen companies filing objections said they wanted to protect their rights and existing litigation over digital imaging patents, but that those protections weren't clear in the proposed framework to sell Kodak's document imaging business to its largest creditor. 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. At the end of April 2013, Kodak filed a proposed reorganization plan offering 85 percent of the stock to holders of the remaining $375 million in second-lien notes. The other 15 percent is for unsecured creditors with $2.7 billion in claims and retirees who have a $635 million claim from the loss of retirement benefits. EASTMAN KODAK: Several Parties Object to UK Pension Fund Deal ------------------------------------------------------------- STWB Inc. and several other creditors of Eastman Kodak Co. are trying to block efforts by the company to get court approval of a deal with its U.K. pension fund. Kodak filed documents last month asking U.S. Bankruptcy Judge Allan Gropper to approve an agreement with Kodak Pension Plan to resolve the biggest unsecured claim in its bankruptcy case. Under the deal, the company agreed to sell its personalized imaging and document imaging businesses for $650 million to settle the pension fund's $2.8 billion of claims. STWB, one of Kodak's largest unsecured creditors, said the settlement is not fair to other groups of unsecured creditors who would only receive stock under Kodak's restructuring plan. "The settlement, if approved, would transfer two going concern business units to a class of unsecured creditors while other classes of unsecured creditors may receive...only stock in reorganized Kodak," STWB said. The proposed deal "seeks to preempt the Bankruptcy Code's distribution scheme in favor of its own," according to STWB, which asserts a $250 million claim against Kodak. STWB suggested that the personalized imaging and document imaging businesses should be sold at a public auction to find out whether the value received is "fair and reasonable." Shutterfly Inc., the buyer of Kodak's online photo-sharing and printing business sold last year for $23.8 million, also criticized the deal. Shutterfly wants clarification that the settlement won't affect the case it filed against Kodak where it asked the bankruptcy judge to enjoin the company from operating a service known as "My Kodak Moments App." The proposed settlement also drew flak from tech firms and various other companies, including Nikon Corp., Canon Inc., Carestream Health Inc., Dai Nippon Printing Co. Ltd., Hewlett-Packard, IBM Corp., IMAX Corp., Intel Corp., LG Display Co. Ltd., LG Electronics Inc., Nokia Corp., Oracle America Inc., Ricoh, Seiko Epson Corp. and Sony. The companies expressed concern over the potential impact of the proposed deal on their rights under their respective license agreements with Kodak. Most of these companies are opposing the transfer of patents and rights under the contracts "free and clear" of their rights, claims or other interests. Judge Gropper will hold a hearing on June 20 to consider approval of the settlement agreement. Canon Inc. is represented by: Eric Lopez Schnabel Jessica Mikhailevich DORSEY & WHITNEY LLP 51 West 52nd Street New York, New York 10019 Tel: (212) 415-9200 Fax: (212) 953-7201 - and - Monica Clark Elizabeth Hulsebos DORSEY & WHITNEY LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 Tel: (612) 340-2600 Fax: (612) 340-2868 Carestream Health, Inc. is represented by: William H. Schrag THOMPSON HINE LLP 335 Madison Avenue ? 12th Floor New York, NY 10017-4611 Tel: (212) 344-5680 Telephone (212) 344-6101 Facsimile E-mail: William.Schrag@ThompsonHine.com - and - Alan R. Lepene THOMPSON HINE LLP 3900 Key Center 127 Public Square Cleveland, OH 44114-1291 Tel: (216) 566-5500 Fax: (216) 566-5800 E-mail: Alan.Lepene@ThompsonHine.com Dai Nippon Printing Co., Ltd. is represented by: Norman S. Rosenbaum Alexandra Steinberg Barrage MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, NY 10104-0050 Tel: (212) 468 8000 Fax: (212) 468 7900 E-mail: nrosenbaum@mofo.com abarrage@mofo.com -and- G. Larry Engel Vincent J. Novak MORRISON & FOERSTER LLP 425 Market Street San Francisco, CA 94105-2383 Tel: (415) 268 7000 Fax: (415) 268 7522 E-mail: lengel@mofo.com vnovak@mofo.com Hewlett-Packard is represented by: Ellen A. Friedman Stefanie A. Elkins FRIEDMAN & SPRINGWATER LLP 33 New Montgomery Street, Suite 290 San Francisco, California 94105 Telephone Number: (415) 834-3800 Facsimile Number: (415) 834-1044 IBM Corporation is represented by: Steven W. Meyer, Minn. #160313 Tyler K. Olson, Minn. #391350 OPPENHEIMER WOLFF & DONNELLY LLP 222 South Ninth Street, Suite 2000 Minneapolis, Minnesota 55402 Tel: (612) 607-7000 Fax: (612) 607-7100 IMAX Corporation is represented by: Ron E. Meisler Carl T. Tullson SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 North Wacker Drive Chicago, Illinois 60606 Intel Corporation is represented by: Norman S. Rosenbaum Kristin A. Hiensch MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, NY 10104-0050 Tel: (212) 468 8000 Fax: (212) 468 7900 E-mail: nrosenbaum@mofo.com khiensch@mofo.com - and - G. Larry Engel Vincent J. Novak MORRISON & FOERSTER LLP 425 Market Street San Francisco, CA 94105-2383 Tel: (415) 268 7000 Fax: (415) 268 7522 E-mail: lengel@mofo.com vnovak@mofo.com LG Display Co., Ltd. is represented by: Menachem O. Zelmanovitz Patrick D. Fleming MORGAN, LEWIS&BOCKIUS LLP 101 Park Ave. New York, New York 10178 Tel.: (212) 309-6000 Fax: (212) 309-6001 LG Electronics Inc. is represented by: Richard L. Epling Samuel S. Cavior PILLSBURY WINTHROP SHAW PITTMAN LLP 1540 Broadway New York, New York 10036 Tel: (212) 858-1000 Fax: (212) 858-1500 E-mail: richard.epling@pillsburylaw.com samuel.cavior@pillsburylaw.com - and - Philip S. Warden PILLSBURY WINTHROP SHAW PITTMAN LLP Four Embarcadero Center, 22nd Floor San Francisco, CA 94111 Tel: (415) 983-1000 Fax: (415) 983-1200 E-mail: philip.warden@pillsburylaw.com Nikon Corporation is represented by: Norman S. Rosenbaum Kristin A. Hiensch MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, NY 10104-0050 Tel: (212) 468-8000 Fax: (212) 468-7900 E-mail: nrosenbaum@mofo.com khiensch@mofo.com - and - G. Larry Engel Vincent J. Novak MORRISON & FOERSTER LLP 425 Market Street San Francisco, CA 94105-2383 Tel: (415) 268-7000 Fax: (415) 268-7522 E-mail: lengel@mofo.com vnovak@mofo.com Nokia Corporation is represented by: John W. Spears ALSTON & BIRD LLP 90 Park Avenue New York, New York 10016 Tel: 212-210-9400 - and - William S. Sugden Jonathan T. Edwards ALSTON & BIRD LLP 1201 W. Peachtree St. Atlanta, Georgia 30309-3424 Oracle America, Inc. is represented by: Amish R. Doshi, Esq. Magnozzi & Kye, LLP 23 Green Street, Suite 302 Huntington, New York 11743 Tel: (631) 923-2858 E-mail: adoshi@magnozzikye.com - and - Shawn M. Christianson, Esq. (CSB #114707) Craig C. Chiang, Esq. (CSB #209602) BUCHALTER NEMER, P.C. 55 Second Street, 17th Floor San Francisco, California 94105-2126 Tel: (415) 227-0900 - and - Deborah Miller (CSB #95527) Katrina M. Garibaldi (CSB #268498) ORACLE AMERICA, INC. 500 Oracle Parkway Redwood City, California 94065 Tel: (650) 506-5200 Ricoh is represented by: Xochitl S. Strohbehn QUINN EMANUEL URQUHART & SULLIVAN, LLP 51 Madison Avenue, 22nd Floor New York, NY 10010 Tel: (212) 849-7000 Fax: (212) 849-7100 - and - Eric Winston Rachel Appleton QUINN EMANUEL URQUHART & SULLIVAN, LLP 865 South Figueroa, 10th Floor Los Angeles, CA 90017 Tel: (213) 443-3000 Fax: (213) 443-3100 - and - David Eiseman QUINN EMANUEL URQUHART & SULLIVAN, LLP 1299 Pennsylvania Ave. NW, Suite 825 Washington, DC 20004 Tel: (202) 538-8000 Fax: (202) 538-8100 Seiko Epson Corporation is represented by: Benjamin I. Finestone Xochitl S. Strohbehn QUINN EMANUEL URQUHART & SULLIVAN, LLP 51 Madison Avenue, 22nd Floor New York, New York 10010 Tel: (212) 849-7000 Fax: (212) 849-7100 E-mail: benjaminfinestone@quinnemanuel.com xochitlstrohbehn@quinnemanuel.com - and - Harold Barza Eric Winston QUINN EMANUEL URQUHART & SULLIVAN, LLP 865 South Figueroa, 10th Floor Los Angeles, CA 90017 Tel: (213) 443-3000 Fax: (213) 443-3100 E-mail: halbarza@quinnemanuel.com ericwinston@quinnemanuel.com Shutterfly, Inc. is represented by: William P. Weintraub Eamonn O'Hagan STUTMAN, TREISTER & GLATT P.C. 675 Third Avenue, Suite 2216 New York, New York 10017-5714 Tel: (212) 235-0800 Fax: (212) 235-0848 Sony is represented by: Arthur H. Aizley John Seybert SEDGWICK LLP 125 Broad Street, 39th Floor New York, New York 10004 Tel: Tel: (212) 422-0202 Fax: (212) 422-0925 - and - Lillian G. Stenfeldt Robert S. Gebhard SEDGWICK LLP 333 Bush Street, 30th Floor San Francisco, California 94104 Tel: (415) 781-7900 Fax: (415) 781-2635 STWB Inc. is represented by: William E. Kelleher, Jr. Thomas D. Maxson COHEN & GRIGSBY, P.C. 625 Liberty Avenue Pittsburgh, PA 15222-3152 Tel: (412) 297-4900 Fax: (412) 209-1997 E-mail: wkelleher@cohenlaw.com tmaxson@cohenlaw.com -and- Patrick J. Orr KLESTADT & WINTERS, LLP 570 Seventh Avenue 17th Floor New York, NY 10018-6314 Tel: (212) 972-3000 Fax: (212) 972-2245 E-mail: porr@klestadt.com 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. At the end of April 2013, Kodak filed a proposed reorganization plan offering 85 percent of the stock to holders of the remaining $375 million in second-lien notes. The other 15 percent is for unsecured creditors with $2.7 billion in claims and retirees who have a $635 million claim from the loss of retirement benefits. EASTMAN KODAK: Nokia Files Objection to Disclosure Statement ------------------------------------------------------------ Nokia Corp. filed an objection to the disclosure statement describing Eastman Kodak Co.'s proposed Chapter 11 reorganization plan. In a June 13 filing, Nokia demands full disclosure regarding the effect of the plan on its rights, licenses, claims, defenses or other interests under its various agreements with Kodak, including a patent license agreement dated Sept. 30, 2008. U.S. Bankruptcy Judge Allan Gropper will hold a hearing on June 25 to consider approval of the disclosure statement. Kodak filed its restructuring plan on April 30, under which it offers full payment to priority claim holders, secured claim holders and second-lien creditors while it offers stock to general unsecured creditors. The company had said its shareholders will get nothing and their stock will be canceled when it emerges from bankruptcy protection. Nokia Corp. is represented by: John W. Spears ALSTON & BIRD LLP 90 Park Avenue New York, New York 10016 212-210-9400 -and- William S. Sugden Jonathan T. Edwards ALSTON & BIRD LLP 1201 W. Peachtree St. Atlanta, Georgia 30309-3424 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. At the end of April 2013, Kodak filed a proposed reorganization plan offering 85 percent of the stock to holders of the remaining $375 million in second-lien notes. The other 15 percent is for unsecured creditors with $2.7 billion in claims and retirees who have a $635 million claim from the loss of retirement benefits. ECI OF WASHINGTON: Case Summary & 18 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: ECI of Washington, LLC 7925 Penn Randall Place, Suite B5 Upper Marlboro, MD 20772 Bankruptcy Case No.: 13-19854 Chapter 11 Petition Date: June 7, 2013 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Thomas J. Catliota Debtor's Counsel: Richard H. Gins, Esq. The Law Office of Richard H. Gins, LLC 4710 Bethesda Avenue, Suite 204 Bethesda, MD 20814 Tel: (301) 718-1078 E-mail: richard@ginslaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 18 largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb13-19854.pdf The petition was signed by Paul Parker. ELBIT IMAGING: Objection Deadline to Shareholders' Meeting Ends --------------------------------------------------------------- The Tel Aviv District Court ordered on June 9, 2013, that any party that wishes to oppose the convening of meetings of Elbit Imaging Ltd.'s unsecured creditors and shareholders for the purpose of approving of the proposed restructuring of the Company's unsecured financial debt pursuant to a plan of arrangement submitted by the Company on May 8, 2013, or the alternative proposal submitted by the representatives of the holders of the Company's outstanding Series C-G and Series 1 notes dated March 17, 2013, should file its response by June 12, 2013. About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08 million of total revenues for the year ended Dec. 31, 2012, as compared with a loss of NIS247.02 million on NIS586.90 million of total revenues for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed NIS7.09 billion in total assets, NIS5.67 billion in total liabilities, NIS309.60 million in equity to holders of the Company and NIS1.11 billion in noncontrolling interest. Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed substantial doubt about Elbit Imaging's ability to continue as a going concern following the financial results for the year ended Dec. 31, 2012. The Certified Public Accountants noted that in the period commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to repay its debenture holders NIS 599 million (principal and interest). "Said amount includes NIS 82 million originally payable on Feb. 21, 2013, that its repayment was suspended following a resolution of the Company's Board of Directors. The Company's Board also resolved to suspend any interest payments relating to all the Company's debentures. In addition, as of Dec. 31, 2012, the Company failed to comply with certain financial covenants relating to bank loans in the total amount as of such date of NIS 290 million. "These matters raise substantial doubt about the Company's ability to continue as a going concern." ELBIT IMAGING: Meeting Objection Deadline Moved to June 19 ---------------------------------------------------------- The Tel Aviv District Court granted the request of the representatives of the holders of the Company's outstanding Series C?G and Series 1 notes and extended to June 19, 2013, the deadline for any party that wishes to oppose the convening of meetings of the Company's unsecured creditors and shareholders for the purpose of approving of the proposed restructuring of the Company's unsecured financial debt pursuant to a plan of arrangement submitted by the Company or the alternative proposal submitted by the representatives. About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08 million of total revenues for the year ended Dec. 31, 2012, as compared with a loss of NIS247.02 million on NIS586.90 million of total revenues for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed NIS7.09 billion in total assets, NIS5.67 billion in total liabilities, NIS309.60 million in equity to holders of the Company and NIS1.11 billion in noncontrolling interest. Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed substantial doubt about Elbit Imaging's ability to continue as a going concern following the financial results for the year ended Dec. 31, 2012. The Certified Public Accountants noted that in the period commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to repay its debenture holders NIS 599 million (principal and interest). "Said amount includes NIS 82 million originally payable on Feb. 21, 2013, that its repayment was suspended following a resolution of the Company's Board of Directors. The Company's Board also resolved to suspend any interest payments relating to all the Company's debentures. In addition, as of Dec. 31, 2012, the Company failed to comply with certain financial covenants relating to bank loans in the total amount as of such date of NIS 290 million. "These matters raise substantial doubt about the Company's ability to continue as a going concern." ELEPHANT TALK: Regains Compliance with NYSE MKT Listing Standards ----------------------------------------------------------------- Elephant Talk Communications Corp. disclosed that on June 13, 2013, the NYSE MKT notified the Company that it made a reasonable demonstration of its ability to regain compliance with the continued listing requirements of the Exchange. The Exchange notified the Company that while it is not in compliance with the continued listing standards of the Exchange, its listing is being continued pursuant to an extension. Specifically, the period in which the Company may regain compliance in accordance with Section 1003(a)(iv) of the Company Guide of the NYSE MKT has been extended to August 31, 2013. The Company received notice from NYSE MKT Staff dated May 17, 2013 indicating that the Company was below one of the Exchange's continued listing standards set forth in Section 1003(a)(iv), which applies if a listed company has sustained losses in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it is questionable, in the opinion of the Exchange, as to whether the listed company will be able to continue its operations or meet its obligations as they mature. During the extension period, the Company will be subject to periodic review by the Staff of the Exchange. The failure by the Company to make progress consistent with the accepted plan or to regain compliance with the continued listing standards by the end of the extension period could result in the Company being delisted from the Exchange. "The notice that the Exchange has accepted Elephant Talk's plan to regain compliance comes in conjunction with the Company's plan to raise $12 million in equity funding and the $1.5 million of funding the Company received in May," stated Steven van der Velden, Chairman and CEO of Elephant Talk. "With these important developments, the Company is better-positioned for future progress and growth." About Elephant Talk Elephant Talk Communications Corp. (nyse mkt:ETAK) -- http://www.elephanttalk.com-- is an international provider of mobile proprietary Software Defined Network Architecture (Software DNATM) platforms for the telecommunications industry that empower Mobile Network Operators (MNOs) and Mobile Virtual Network Operators (MVNOs), Enablers (MVNEs) and Aggregators (MVNAs) with a full suite of applications, Full OSS/BSS Systems, Delivery Platforms, Support and Managed Services, on-site, cloud, hybrid and S/PaaS solutions, including Network, Mobile Internet ID Solutions, Secure Remote Access Management, Loyalty Management and Transaction Processing Services, superior Industry Expertise and high quality Customer Service without substantial upfront investment. Elephant Talk counts several of the world's leading Mobile Operators amongst its customers including Vodafone, T- Mobile and Zain, and virtually all business is focused on tier 1 and tier 2 operators worldwide. ELEPHANT TALK: To Raise $12 Million From Direct Offering -------------------------------------------------------- Elephant Talk Communications Corp. has increased its previously announced registered direct offering to an aggregate of $12 million, led by a $4.5 million investment from Elephant Talk CEO Steven van der Velden, an increase of $1.5 million from his previously announced investment, and a $5 million investment from Crede CG III. Ltd., a wholly-owned subsidiary of Crede Capital Group, llc., and investors placed by Dawson James to purchase an additional $2.5 million. The Company previously announced on June 3, 2013, a registered direct offering in the amount of $10.5 million, which it expected to close on or before June 6, 2013. Subsequent to the announcement of that offering, holders of the outstanding 8 percent Senior Secured Convertible Notes issued in March 2012 contacted the Company to negotiate a waiver of certain provisions in the Convertible Notes definitive agreements. Accordingly, the closing on the initial registered direct offering was postponed. The Company has now entered into an amendment to the Securities Purchase Agreement dated June 3, 2013, for an aggregate $12 million of its securities. The Company increased the size of the offering and agreed to redeem all of the outstanding Convertible Notes, both of which are included in an amended plan of compliance the Company submitted to the NYSE MKT. The aggregate redemption amount of the Convertible Notes is approximately $6.7 million which includes the outstanding principal amount and interest plus a 10 percent fee. Under the terms of the Securities Purchase Agreements, as amended, Elephant Talk will sell an aggregate of 10,997,067 shares of common stock at a price of $0.682 per share, a discount to the $.70 closing price of the Company's stock on June 10, 2013, and issue warrants to acquire 4,948,680 shares of common stock, with a per share exercise price of $0.887, to Crede and the Dawson James investors and will sell an aggregate of 6,428,571 shares of common stock at a price of $0.70 per share, the closing price of the Company's stock on June 10, 2013, and issue warrants to acquire 2,892,857 shares of common stock, with a per share exercise price of $0.887, to Mr. van der Velden. The warrants issued to Crede and the Dawson James investors will be immediately exercisable following their issuance and will expire on the fifth anniversary of the date of issuance. The closing of the funding is expected to take place on or about June 14, 2013, subject to the satisfaction of closing conditions including but not limited to NYSE MKT's acceptance of the Company's Plan of Compliance. The warrants issued to Mr. van der Velden will not be exercisable for a period of 180 days from the date of issuance and until the Company obtains stockholder approval. Dawson James Securities, Inc. acted as the exclusive placement agent in connection with this offering. "I believe increasing this offering and using the proceeds to repay existing debt places the Company in a stronger financial position by providing liquidity and lowering the Company's outstanding debt significantly," said Steven van der Velden, chief executive officer of the Company. "The $12 million in equity financing, combined with the approximately $1.5 million that was raised in May, is an integral part of the Company's plan to regain compliance with the NYSE MKT. I look forward to focusing the majority of my time on growing the Company's Mobile and Security businesses and on generating positive operational cash flow on a more consistent basis." The Company intends to use the net proceeds from this offering for working capital and other general corporate purposes, including repayment of the outstanding obligations under all secured senior convertible notes the Company issued on March 29, 2012. A copy of the Amended SPA is available for free at: http://is.gd/31qN2R About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk disclosed a net loss attributable to the Company of $23.13 million in 2012, a net loss attributable to the Company of $25.31 million in 2011 and a net loss attributable to the Company of $92.48 million in 2010. The Company's balance sheet at March 31, 2013, showed $34.47 million in total assets, $18.29 million in total liabilities, and $16.18 million in total stockholders' equity. BDO USA, LLP, 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 has an accumulated deficit of $203.3 million and continues to generate negative cash flows that raise substantial doubt about its ability to continue as a going concern. EMPIRE RESORTS: Kien Huat Held 62.7% Equity Stake at June 11 ------------------------------------------------------------ In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Kien Huat Realty III Limited and Lim Kok Thay disclosed that, as of June 11, 2013, they beneficially owned 22,689,443 shares of common stock of Empire Resorts, Inc., representing 62.7 percent of the shares outstanding. The reporting persons previously disclosed beneficial ownership of 21,905,096 common shares or 64.8 percent equity stake at May 10, 2013. A copy of the amended regulatory filing is available at: http://is.gd/O5HYqh About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Empire Resorts reported a net loss applicable to common shares of $2.26 million in 2012, as compared with a net loss applicable to common shares of $1.57 million in 2011. The Company's balance sheet at March 31, 2013, showed $52.58 million in total assets, $28.14 million in total liabilities and $24.44 million in total stockholders' equity. EMPIRE RESORTS: Expects to Raise $11.4-Mil. From Rights Offering ---------------------------------------------------------------- Empire Resorts, Inc., announced the conclusion of its rights offering and standby purchase of shares not sold in the Rights Offering, in which upon completion it will issue a total of 6,032,153 shares of common stock at $1.8901 per share and raise approximately $11.4 million in gross proceeds. This includes 1,383,819 shares issued to holders upon exercise of their basic subscription rights, 3,650,849 shares issued to Kien Huat Realty III Limited, the Company's largest stockholder, upon exercise of its basic subscription rights and 213,138 shares issued to holders upon exercise of their oversubscription rights in the Rights Offering. Kien Huat will acquire the remaining 784,347 shares not sold in the Rights Offering pursuant to the terms of a standby purchase agreement, which the Company expects to finalize on or about June 11, 2013. The Company will pay Kien Huat a fee of $40,000 for the shares purchased pursuant to the standby purchase agreement and reimburse Kien Huat for its expenses related to the standby purchase agreement in an amount of $40,000 for aggregate net proceeds of approximately $8,302,963 from Kien Huat to the Company pursuant to the Rights Offering. After giving effect to the Rights Offering, Kien Huat will own approximately 62.71 percent of the outstanding shares of the Company's common stock. The Company anticipates using the net proceeds of the Rights Offering, which the Company expects to be approximately $11.1 million following the deduction of expenses relating to the Rights Offering, to fund the expenses of the Company's new development project, which may include permitting, infrastructure and shared master planning costs and expenses, and for general working capital purposes. About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Empire Resorts reported a net loss applicable to common shares of $2.26 million in 2012, as compared with a net loss applicable to common shares of $1.57 million in 2011. The Company's balance sheet at March 31, 2013, showed $52.58 million in total assets, $28.14 million in total liabilities and $24.44 million in total stockholders' equity. ENERGY SERVICES: Forbearance with United Bank Expires June 15 ------------------------------------------------------------- Energy Services of America Corp. and its subsidiary corporations, C.J. Hughes Construction Company, Inc., Contractors Rental Corporation, Nitro Electric Company, Inc. and S.T. Pipeline, Inc. entered into a forbearance agreement with United Bank, Inc., on Nov. 28, 2012, whereby the Obligors acknowledge that they are in default under the terms of two credit facilities between United Bank, Inc. and the Company and United Bank, Inc., has agreed to forbear from exercising certain of its rights and remedies under the loan agreements and related documents. On Nov. 29, 2012, the Company filed with the SEC a Form 8-K disclosing that it entered into the Agreement. The Forbearance Agreement was subsequently amended. The parties have now entered into an extension to the forbearance agreement which extends the period under which the Company may raise funds and perform certain of its obligations under the Forbearance Agreement until June 15, 2013. The remaining provisions of the new forbearance agreement are substantially the same as those in the Agreement. About Energy Services Huntington, West Virginia-based Energy Services of America Corporation provides contracting services to America's energy providers, primarily the gas and electricity providers. The Company reported a net loss of $48.5 million on $157.7 million of revenue in fiscal 2012, compared with a net loss of $5.3 million on $143.4 million of revenue in fiscal 2011. Arnett Foster Toothman PLLC, in Charleston, West Virginia, expressed substantial doubt about Energy Services' ability to continue as a going concern following the annual report for the year ended Sept. 30 ,2012. The independent auditors noted that the Company has suffered recurring losses from operations and has entered into a forbearance arrangement with its lenders as a result of continued noncompliance with certain debt covenants. The Company's balance sheet at March 31, 2013, showed $50.19 million in total assets, $45.69 million in total liabilities and $4.50 million in total stockholders' equity. ENTERPRISE CHARTER: Fitch Cuts Rating on $7.3MM Rev. Bonds to 'BB' ------------------------------------------------------------------ Fitch Ratings downgrades approximately $7.3 million of revenue bonds of the Erie County Industrial Development Agency, issued on behalf of Enterprise Charter School (ECS) in Buffalo, NY to 'BB' from 'BBB-'. Additionally, Fitch places the rating on Rating Watch Negative. SECURITY The bonds are secured by a pledge of revenues of ECS, a first mortgage lien on the facilities of ECS, assignments of rents and leases receivable and a cash funded debt service reserve fund. KEY RATING DRIVERS SHORT TERM CHARTER RENEWAL: The downgrade to 'BB' reflects the reduced term of ECS' recent charter renewal for one year. Although legal action being pursued currently by ECS could result in a decision to extend the renewal period, the increased volatility in the operating environment and adversarial relationship between the school and the authorizer is not consistent with Fitch's expectation of an investment grade charter school. UNCERTAINTY IN PROCESS AND RESOLUTION: The Rating Watch Negative reflects the uncertainty of outcome for ECS, which intends to approach the State Supreme Court to obtain a temporary restraining order and pursue a preliminary injunction against the authorizer. If successful, the school would be able to operate indefinitely until a resolution is achieved as to renewal. Failure to receive improved terms or legal relief would likely necessitate the school's acceptance of the one-year charter. Fitch believes it is improbable that within that short time period the school would be able to demonstrate sizeable improvement in academic performance, which was the reason cited for the earlier three-year renewal term. MANAGEMENT CHANGES IMPENDING: ECS has begun seeking a new CEO to replace its longstanding manager who will be departing the school by month's end. Fitch expects any new replacement to require strong management support to navigate ECS' operating environment. RATING SENSITIVITIES RATING WATCH CONSIDERATIONS: The Rating Watch reflects uncertainty regarding the outcome of ECS' efforts to obtain a temporary restraining order followed by a preliminary injunction directing that the charter remain active while the renewal litigation is pending. There is significant uncertainty regarding the time period over which this will progress. CREDIT PROFILE OPERATING ENVIRONMENT CHALLENGES Fitch's downgrade reflects ECS' increasingly unfavorable regulatory environment, a deteriorating relationship with the authorizer and negative events in the external operating environment, all characteristic of a low speculative grade charter school. ECS' stronger financial and debt metrics as well as fully enrolled and built out status continue to support the 'BB' rating at this time. Following Fitch's March 2013 review of the ECS credit, in May, the Buffalo Board of Education (BBE), ECS' authorizer, reduced the renewal period for the schools' charter to one year following feedback from the state education department. The shortened period, which was based on the school's ongoing failure to achieve academic benchmarks specified in its charter, is in contrast to the original expectation of a renewal term of three years. The uncertainty associated with an annual renewal cycle is far greater than would be expected for a school that normally operates under a five year charter. In this specific case, Fitch is concerned that while ECS could reasonably be expected to improve its academic performance within a period of three years it is unlikely to demonstrate a similar level of improvement in a shorter renewal period of one year. The school expects to undertake litigation against the authorizer in the near term. Fitch will continue to monitor the situation as it evolves. If legal efforts are unsuccessful in securing a temporary restraining order/preliminary injunction, Fitch expects the school to accept the one-year renewal to maintain its charter, which would otherwise expire on June 30. ECS' fall enrollment is complete and the school continues to maintain a large waitlist. EPR PROPERTIES: Fitch Currently Rates $346.3MM Preferred Stock BB ----------------------------------------------------------------- Fitch Ratings has assigned a 'BBB-' credit rating to the $275 million 5.25% senior unsecured notes due 2023 issued by EPR Properties (NYSE: EPR). The notes were priced at 99.546% of par to yield 5.308% to maturity or 312.5 basis points over the benchmark rate. EPR expects to use net proceeds from the offering of approximately $270.7 million to repay approximately $146.2 million of mortgage debt plus associated prepayment penalties; repay the balance on the unsecured revolving credit facility, and for general business purposes. Fitch currently rates EPR as follows: -- Issuer Default Rating (IDR) 'BBB-'; -- $400 million unsecured revolving line of credit 'BBB-'; -- $255 million senior unsecured term loan facility 'BBB-'; -- $600 million senior unsecured notes 'BBB-'; -- $346.3 million preferred stock 'BB'. The Rating Outlook is Stable. KEY RATINGS DRIVERS The 'BBB-' IDR is underpinned by the consistent cash flows generated by the company's triple-net leased megaplex movie theatres and other investments across the entertainment, education and recreation sectors, resulting in good leverage and coverage metrics. EPR benefits from generally strong levels of rent coverage across its portfolio and structural protections including cross-default leases among properties operated by certain tenants. Offsetting these credit strengths is the niche nature of most of EPR's investment portfolio. While cinema attendee demand has remained consistent over a long time period, other investment segments lack as long of a track record. Credit concerns include significant, though abating, tenant concentration and concerns about the company's investment in asset classes that may be less liquid or financeable during periods of potential financial stress. STRONG FIXED-CHARGE COVERAGE EPR's fixed-charge coverage is solid for a 'BBB-' IDR. Fixed- charge coverage was 2.5x for the trailing 12 months (TTM) ended March 31, 2013, flat from 2.5x in 2012 and 2011. Fitch projects that EPR's fixed-charge coverage ratio will increase from the mid- 2x range toward 3x during 2013-2015, which would be strong for the 'BBB-' rating. This increase is due to an expected consistent volume of high-yielding acquisitions, partially offset by increased interest expense from expected unsecured bond issuances. New investments by segment will generally target weightings of 40% entertainment, 40% education and 20% recreation. Fixed-charge coverage is defined as recurring operating EBITDA less recurring capital expenditures and straight-line rent adjustments, divided by interest incurred and preferred stock dividends. MANAGEABLE LEASE EXPIRATION PROFILE Within the company's megaplex theatre segment, which represents 60% of total revenue, only 8% of rent revenue will expire over the next five years. Of the company's charter school segment, which represents 11% of total revenue, all leases expire after 2030. Historically, most tenants have chosen to exercise their renewal options, which has mitigated re-leasing risk and provided predictability to portfolio-level cash flows. In some cases, tenants decided to renew, but take less space or negotiate a lower rental rate. Rent spreads can vary greatly depending on the operating performance of the asset. LOW LEVERAGE FOR 'BBB-' Leverage, defined as net debt-to-TTM recurring operating EBITDA, was 5.0x as of March 31, 2013, flat from year-end 2012 and up from 4.4x at year-end 2011. The company has generally operated in the 4.5x to 5.0x range over the past five years. Fitch projects leverage will center around 5.0x during 2013-2015, assuming modest annual increases in NOI and a large volume of acquisitions funded by unsecured bonds and common equity. This ratio is appropriate for the 'BBB-' rating given EPR's niche property focus. SOLID LIQUIDITY Fitch calculates that EPR's pro forma liquidity coverage ratio is 6.6x for the period from April 1, 2013 to Dec. 31, 2014. The liquidity surplus is driven in large part by an undrawn unsecured revolving credit facility (RCF) pro forma for the bond offering, and further reflects a lack of upcoming debt maturities and the relatively low capital-intensive nature of EPR's business. Fitch defines liquidity coverage as sources of liquidity (unrestricted cash and availability under EPR's unsecured RCF pro forma for the bond offering, and expected retained cash flows from operating activities after dividend payments) divided by uses of liquidity (pro rata debt maturities and expected capital expenditures). APPROPRIATE UNENCUMBERED ASSET COVERAGE OF UNSECURED DEBT EPR has good contingent liquidity from an unencumbered property pool. Pro forma unencumbered asset coverage of net unsecured debt (UA/UD) is 1.9x using a stressed 12% capitalization rate to unencumbered NOI and interest income from both the owned property and notes receivable portfolios, a ratio that is good for a 'BBB-' IDR. The company continues to unencumber megaplex theatre assets, improving the quality of the unencumbered pool as EPR transitions to a more unsecured funding model. In addition, the covenants under EPR's credit agreements do not limit financial flexibility. STRAGGERED DEBT MATURITIES Aside from various unsecured debt maturities in 2017 and beyond, annual debt maturities do not account for more than 12% of total debt in any given year, alleviating refinance risk. The majority of the 31% of total debt that matures over the next four years consists of mortgages that have high debt yields. Fitch expects that the majority of secured debt maturing over the next several years will be refinanced with unsecured debt, which should improve EPR's UA/UD ratio. HIGH TENANT CONCENTRATION IS RECEDING The company's largest tenant, American Multi-Cinema, Inc. (AMC; (IDR of 'B' with a Stable Outlook), accounted for 26% of total revenues in the first quarter of 2013 (1Q'13), down from 33% in 1Q'12. The company's top 10 tenants accounted for 70% of total revenue in the most recent quarter, down from 80% in the prior year. EPR's largest charter school tenant, Imagine Schools, Inc. (Imagine) accounted for 8% of total revenues in 1Q'13. EPR has remained focused on expanding its relationships with new charter school operators since 2011, which Fitch views positively given that Imagine has lost several charters over the last year. Theatre operator concentration risk is partially mitigated by the fact that the primary drivers of theatre box office consumer demand are location and which movies are showing at a particular theatre (as opposed to which theatre operator). Further, while most of EPR's theatre leases and all of EPR's charter school leases for a given operator are cross-defaulted, a tenant bankruptcy could allow for the rejection of certain non- economic leases. Given that most of EPR's top tenants are either unrated or have below-investment grade ratings, the potential for corporate default, bankruptcy and lease rejection could reduce EPR's rental revenues. Mitigating this risk is that on a portfolio and property-level basis, EBITDAR covers rent payments by a healthy margin for nearly all of EPR's properties. STEADY THEATRE BUSINESS Over a 25-year period, total North American box office revenue has grown at a compound annual growth rate of 4%, according to Box Office Mojo. Revenue was up 6% in 2012, although Fitch projects a decline in revenues for 2013 due to a comparatively weaker film slate. Box office revenues were resilient in the financial crisis, increasing or staying flat in every year from 2005 to 2010. Since the company's formation in 1997, no theatre tenant has ever missed a lease payment, and no tenants on a portfolio-wide basis have EBITDAR coverage of rent below 1.0x. NICHE SECTORS The ratings reflect EPR's focus on investing in non-core property types that are likely less liquid or financeable during periods of market stress. While the company's theatre properties are typically well located and have high-quality amenities, alternative uses of space may be limited and may require significant capital expenditures to attract non-theatre tenants. EPR has previously made some ill-timed non-core investments. The company began purchasing wineries during 2006-2007 and has since taken significant losses in exiting this business. Regarding future portfolio composition, management has a highly specialized knowledge within EPR's investment segments which helps shape the company's longer term strategy. CHARTER SCHOOLS ISSUES ALLEVIATED EPR's largest charter school tenant (second largest overall) Imagine closed nine schools in two states due to poor academic performance. Of the $72 million of investments in troubled schools, approximately $60 million or 83% of the issues have already been resolved or are expected to be resolved soon through swaps or subleases. EPR expects to address the remaining 17% in the next school year through swaps, subleases or sales. Due to the structural protections with Imagine including a master lease structure and a $16.4 million letter of credit, Fitch does not expect any rent payment shortfalls. EPR has been actively adding new charter school operators to reduce the tenant concentration risk. Subsequent to these school closings, the company has expanded its criteria and screening process for evaluating new charter school operators, which Fitch views positively. PREFERRED STOCK NOTCHING The two-notch differential between EPR's IDR and its preferred stock rating is consistent with the 'Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit Analysis' criteria report dated Dec. 13, 2012, as EPR's preferred securities have cumulative coupon deferral options exercisable by EPR and thus have readily triggered loss absorption provisions in a going concern. STABLE OUTLOOK The Stable Outlook reflects that leverage centering around 5.0x and coverage sustaining in the 2.5x to 3.0x range are solid, offset by the unique risks to EPR's specialty property types such as liquidity and alternative use. The Stable Outlook further reflects EPR's strong liquidity coverage and minimal refinancing risk. RATING SENSITIVITIES The following factors may have a positive impact on the ratings and/or Outlook: -- Fitch's expectation of leverage sustaining below 4.0x (leverage was 5.0x as of March 31, 2013); -- Fitch's expectation of fixed-charge coverage sustaining above 3.0x (coverage was 2.5x for the 12 months ended March 31, 2013); -- Growth in the unencumbered portfolio, particularly megaplex movie theatres. The following factors may have a negative impact on the ratings and/or Outlook: -- Fitch's expectation of leverage sustaining above 5.5x; -- Fitch's expectation of fixed-charge coverage sustaining below 2.2x; -- Liquidity coverage sustaining below 1.25x, coupled with a strained unsecured debt financing environment. EQUIHOME MORTGAGE: Says Reed Smith Neglected Fraud Suit Coverage ---------------------------------------------------------------- Brian Mahoney of BankruptcyLaw360 reported that a New Jersey mortgage company driven into bankruptcy in part by a $780,000 jury verdict tied to allegations of consumer fraud has sued Reed Smith LLP and New Jersey law firm Coffey & Associates PC for allegedly failing to inform the company about its legal defense insurance coverage in the suit. According to the report, EquiHome Mortgage Corp. alleges Reed Smith and its Princeton-based partner Robert Jaworski never informed the company about its first-party coverage rights with respect to its legal insurance coverage in the underlying fraud suit. EXCEL MARITIME: Plan Voting Deadline on June 28 ----------------------------------------------- Excel Maritime Carriers Ltd., on June 10, 2013, commenced soliciting acceptances of the Joint Prepackaged Chapter 11 Plan of Reorganization of the Company and certain of its affiliates. The Plan is supported by a steering committee of the Company's secured lenders. The voting deadline to accept or reject the Plan is 5:00 p.m. on June 28, 2013. The Company, with the assistance of its investment banker, estimates its total enterprise value to be between $575 million and $625 million, with a mid-point of $600 million. Under the Plan, the lenders will receive a restructured obligation of approximately $771 million plus 100 percent of the stock in the reorganized company with an estimated recovery of 77 percent of the face amount of their claims. Holders of General Unsecured Claims, with estimated amount of $163 million, have estimated recovery of 3 percent. A copy of the disclosure statement relating to the Plan of Reorganization is available for free at http://is.gd/Ek3O42 About Excel Maritime Based in Athens, Greece, Excel Maritime Carriers Ltd. -- http://www.excelmaritime.com/-- is an owner and operator of dry bulk carriers and a provider of worldwide seaborne transportation services for dry bulk cargoes, such as iron ore, coal and grains, as well as bauxite, fertilizers and steel products. Excel owns a fleet of 40 vessels and, together with 7 Panamax vessels under bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax, 21 Panamax, 2 Supramax and 5 Handymax vessels) with a total carrying capacity of approximately 3.9 million DWT. Excel Class A common shares have been listed since Sept. 15, 2005, on the New York Stock Exchange (NYSE) under the symbol EXM and, prior to that date, were listed on the American Stock Exchange (AMEX) since 1998. The company blamed financial problems on low charter rates. The balance sheet for December 2011 had assets of $2.72 billion and liabilities totaling $1.16 billion. Excel owes $771 million to secured lenders with liens on almost all assets. There is $150 million owing on 1.875 percent unsecured convertible notes. The company had a $211.6 million net loss on revenue of $356.9 million in 2011. FEDERAL-MOGUL CORP: Icahn to Raise Funds to Keep Stake ------------------------------------------------------ Liz Hoffman of BankruptcyLaw360 reported that Carl Icahn is out raising new public funds to keep and possibly grow his stake in Federal-Mogul Corp., an auto parts maker he bought out of bankruptcy in 2007, according to a regulatory filing. According to the report, Federal-Mogul launched a $500 million rights offering last week and will use the proceeds to pay down its $2.8 billion debt pile, which comes due over the next two years. The billionaire, who owns 77.6 percent of the company, will buy enough shares to keep that stake, the report related. About Federal-Mogul Federal-Mogul Corporation is a supplier of powertrain, chassis and as safety technologies, serving the world's foremost original equipment manufacturers of automotive, light commercial, heavy- duty, agricultural, marine, rail, off-road and industrial vehicles, as well as the worldwide aftermarket. Federal-Mogul was founded in Detroit in 1899. The Company is headquartered in Southfield, Michigan, and employs nearly 41,000 people in 33 countries. The Company filed for Chapter 11 protection (Bankr. Del. Lead Case No. 01-10582) on Oct. 1, 2001. Attorneys at Sidley Austin Brown & Wood, and Pachulski, Stang, Ziehl & Jones, P.C., represented the Debtors in their restructuring effort. The Debtors disclosed $10.15 billion in assets and $8.86 billion in liabilities as of the Chapter 11 filing. Attorneys at The Bayard Firm represented the Official Committee of Unsecured Creditors. The Debtors' Reorganization Plan was confirmed by the Bankruptcy Court on Nov. 8, 2007, and affirmed by the District Court on Nov. 14, 2007. Federal-Mogul emerged from Chapter 11 on Dec. 27, 2007. FEDERAL-MOGUL CORP: S&P Assigns 'B' Rating to $1.75BB Sr. Loan -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' issue rating and '4' recovery rating to Southfield, Mich.-based Federal-Mogul Corp.'s proposed $1.75 billion senior secured term loan due 2020. The '4' recovery rating indicates S&P's expectation of average (30% to 50%) recovery in the event of a payment default. At the same time S&P assigned its 'B-' issue rating and '5' recovery rating to the company's proposed $750 million senior unsecured notes due 2021. The '5' recovery rating indicates S&P's expectation of modest (10% to 30%) recovery in the event of a payment default. Federal-Mogul, a supplier of products and services to manufacturers and servicers of vehicles and equipment in the automotive, light-, medium-, and heavy-duty commercial, and industrial markets, has indicated that it will use the net proceeds from the proposed term loan and notes, as well as proceeds from its recently announced equity rights offering, to repay all of its existing debt. Upon completion of the proposed refinancing plan, S&P intends to revise its outlook to stable, as the extant negative outlook reflects its view that the company needs to successfully address upcoming maturities, and the proposed financings would accomplish that. Additionally, the proposed transactions would lower debt balances somewhat and improve credit metrics slightly. RATINGS LIST Federal-Mogul Corp. Corporate Credit Rating B/Negative/-- New Ratings Federal-Mogul Corp. Senior Secured $1.75 bil sr secd term loan due 2020 B Recovery Rating 4 Senior Unsecured $750 mil sr unsecd notes due 2021 B- Recovery Rating 5 FIRST SECURITY: Board Elects Two Directors ------------------------------------------ The Board of Directors of First Security Group, Inc., elected Henchy R. Enden and Mr. Adam Gabriel Hurwich to join the Board, effective June 7, 2013. Ms. Enden was elected to the Board pursuant to the terms of the Stock Purchase Agreement dated Feb. 25, 2013, which provided MFP Partners, L.P., an affiliate of Ms. Enden's employer, with the right to designate a director. Ms. Enden currently serves as Equity Analyst for MFP Investors LLC, an investment management company based in New York, New York. Ms. Enden also served as director on West Coast Bancorp and West Coast Bank, a $2.4 billion community bank in Lake Oswego, Oregon from January 2012 until April 2013, when West Coast was purchased by Columbia Banking System, Inc. The Company believes Ms. Enden's experience as an analyst as well as prior service on a bank board well qualify her to serve on the Company's Board of Directors. Mr. Hurwich was elected to the Board pursuant to the terms of the Stock Purchase Agreement dated Feb. 25, 2013, which provided Ulysses Partners, L.P., an affiliate of Mr. Hurwich's employer, with the right to designate a director. Mr. Hurwich currently serves as Portfolio Manager for Ulysses Management LLC. Mr. Hurwich also serves as a member of the Financial Accounting Standards Advisory Council, an advisory committee for the Financial Accounting Standards Board. The Company believes Mr. Hurwich's financial background and experience well qualifies him to serve on its Board of Directors At this time, the Company has not determined the committees of the Board to which Ms. Enden and Mr. Hurwich are expected to be named. Ms. Enden and Mr. Hurwich have also each been elected to serve on the Board of Directors of the Company's wholly-owned subsidiary, FSGBank, N.A. 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 March 31, 2013, showed $1.04 billion in total assets, $1.01 billion in total liabilities and $20.99 million in total shareholders' equity. FLC HOLDING: Case Summary & 6 Unsecured Creditors ------------------------------------------------- Debtor: FLC Holding Company fka PNA Holding Company 3250 Lacey Road, Suite 140 Downers Grove, IL 60515 Bankruptcy Case No.: 13-24125 Chapter 11 Petition Date: June 11, 2013 Court: U.S. Bankruptcy Court Northern District of Illinois Debtor's Counsel: Chad H. Gettleman, Esq. ADELMAN & GETTLEMAN, LTD. 53 W. Jackson Boulevard, Suite 1050 Chicago, IL 60604 Tel: (312) 435-1050 Fax: (312) 435-1059 E-mail: chg@ag-ltd.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its six largest unsecured creditors is available for free at: http://bankrupt.com/misc/ilnb13-24125.pdf The petition was signed by Lawrence H. Chlum, president. FOOTHILL/EASTERN TRANSPORTATION: Fitch Rates 2013B Bonds at 'BB' ---------------------------------------------------------------- Fitch Ratings has assigned the following ratings to the Foothill/Eastern Transportation Corridor Agency (F/ETCA or the agency), CA. -- Second senior lien toll road refunding revenue bonds, series 2013 'BBB-'; -- Junior lien toll road refunding revenue bonds, series 2013B 'BB'. The Rating Outlook is Stable for all bonds. KEY RATING DRIVERS -- Limited Traffic Profile: The Foothill/Eastern Transportation Corridor (F/ETC or the facility) serves as a highway connection for commuters in Orange and Riverside Counties. Traffic has grown only marginally over the last decade due to seven, mostly above inflationary toll increases since fiscal 2000. Future growth potential is limited in part by the narrow corridor in which development can take place. Revenue Risk Volume: Midrange. -- Price Sensitive Commuter Traffic: The F/ETCA has limited economic rate-making flexibility as current toll rates are close to the revenue maximization point. The average toll rate is higher than peers at more than 30 cents per mile. It is Fitch's view that inflationary increases are achievable over time. A history of pro-active decisions by management to raise rates is a credit strength. Revenue Risk Price: Weaker. -- Back Loaded and Long Dated Debt: The revised debt service schedule which extends debt by 13 years is better tailored to the risks of the project and provides growing financial flexibility. The debt service profile increases steadily to maximum annual debt service of $193 million (down from $297 million) in fiscal 2042. The agency's various reserves for debt service are projected to remain healthy at $217 million in fiscal 2013. There are no cross default or acceleration provisions which protect the senior debt. Debt Structure Risk: Midrange (senior lien) / Weaker (junior lien). -- Growing Financial Flexibility: The F/ETCA is dependent on continued toll rate increases and traffic and revenue growth throughout the life of the debt to maintain coverage levels at or above 1.30x. In fiscal 2012, the debt service coverage ratio DSCR) was 1.42x utilizing $16.4 million of the escrow defeasance fund (EDF) and 1.17x without the assistance. The Fitch base case combined senior/junior lien DSCRs indicate a minimum of 1.19x in fiscal 2014 and an average of 1.52x through 2053 without use of the EDF. The agency's various reserves, totaling $604 million in fiscal 2013, serve as a key mitigant to weak short-term financial performance. Total leverage is high at 23x. Debt Service Risk: Midrange (senior lien) / Weaker (junior lien). -- Manageable Approved Capital Program: The F/ETC corridor is less than 15 years old and does not currently have any material state of good repair needs. The agency's fiscal 2013- 2014 capital improvement program (CIP) is small at $47 million. A large portion of the CIP has not received the necessary environmental permits or record of decisions to proceed. The State of California's obligation to maintain the physical assets and a covenant to budget for capital expenditures annually provides some protection. Infrastructure Development/Renewal Risk: Stronger. RATING SENSITIVITIES -- Weaker traffic growth than projected by the traffic and revenue consultant over a sustained period. -- Toll rate increases that are materially below inflation for a sustained period. -- A decision to increase leverage to support the Foothill South project without commensurate financial mitigants. -- Dependence on the EDF for a prolonged period of time to meet the 1.30x/1.15x rate covenants. The ratings are subject to execution of the Caltrans Cooperative Agreement in substantially its current form. Should the proposed transaction close, Fitch will withdraw the existing ratings on the outstanding series 1995 and 1999 bonds, excluding the 2035 maturity of the 1995 bonds that is not planned to be refunded. The current rating on these bonds is 'BBB-' with a Negative Outlook. SECURITY The bonds are secured by a pledge of net revenues and certain other pledged revenues such as development impact fees (DIF). F/ETCA has the right to withdraw up to $5 million DIFs to be used for any lawful purpose. TRANSACTION SUMMARY The agency is restructuring its debt to create more credit stability and capacity for future investment in expansion projects. The proposal includes second senior series 2013A, C, and D bonds and junior lien series 2013B bonds with a 1.3x and 1.15x rate covenant, respectively. These bonds will refinance the $2.2 billion in outstanding series 1999 bonds. Importantly, a default on the junior lien bonds shall not cause an event of default on the senior lien bonds. In addition, one maturity on the senior series 1995 bonds will remain as this will not be refunded. The F/ETCA is a joint power authority with its sister agency, the San Joaquin Hills Transportation Corridor Agency (SJTCA) that was formed by the California legislature in 1986 to plan, finance, construct and operate Orange County's public toll road system. The Foothill/Eastern corridor, fully open in 1999, is 36-miles long comprising of State Routes (SR) 241, 261, and 133 while the SJTCA is a separate and distinct legal entity that manages the 15-mile SR 73 toll road (Newport Beach to southwest Orange County). A common staff manages both agencies but the projects are governed by separate boards, are financed independently, and funds cannot be commingled. The agencies appointed both a new CEO and CFO in the last seven months. FOUR SEASONS: Moody's Rates Proposed $850MM Senior Debts 'B1' ------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Four Seasons Holdings, Inc.'s proposed $750 million senior secured 1st lien term loan and $100 million senior secured 1st lien revolver. Moody's also assigned a Caa1 rating to Four Seasons proposed $250 million senior secured 2nd lien term loan. In addition, Moody's assigned Four Seasons a B2 Corporate Family Rating and B2-PD Probability of Default Rating. The rating outlook is stable. Ratings Rationale: Proceeds from the proposed financing will be used to refinance the company's outstanding debt as well as repay outstanding preferred stock, and general corporate purposes. Ratings are subject to review of final documentation. Ratings assigned are: Corporate Family Rating of B2 Probability of Default Rating of B2-PD $100 million guaranteed senior secured 1st lien revolver due 2017 rated B1 (LGD3, 39%) $750 million guaranteed senior secured 1st lien term loan due 2020 rated B1 (LGD3, 39%) $250 million guaranteed senior secured 2nd lien term loan due 2020 rated Caa1 (LGD6, 90%) The B2 Corporate Family Rating reflects Four Seasons very high leverage and modest interest coverage, small scale in term of revenues and number of hotel rooms versus other hotel operators and its concentration in the luxury segment of the hotel industry. The ratings are supported by Four Seasons strong brand recognition, asset light business model which provides a more stable earnings stream and low capex requirements, geographic diversity, ownership support and very good liquidity. The stable outlook incorporates Moody's view that Four Seasons debt protection measures should gradually improve over the next twelve to eighteen months as occupancy and average daily rate (ADR) drive further improvement in RevPAR and profitability. The outlook also reflects Moody's expectation that the company will maintain very good liquidity. Higher ratings would require that Four Seasons achieve and maintain debt/EBITDA of about 5.5 times, EBIT/Interest over 2.0 times, and retained cash flow/net debt greater than 10%. A higher rating would also require that Four Seasons maintain very good liquidity. Factors that could result in a downgrade include an inability to strengthen credit metrics from current levels over the intermediate term. Specifically, a downgrade could occur if debt to EBITDA didn't migrate to below 7.0 times over the next 12 to 18 months or if EBIT to interest fell below 1.5 times. A material deterioration in liquidity for any reason could also result in negative ratings pressure. The B1 rating (LGD3, 39%) on the senior secured 1st lien term loan and revolver is one notch above the B2 Corporate Family Rating reflecting its senior position to the 2nd lien term loan. The Caa1 rating (LGD6, 90%) on the 2nd lien senior secured term loan is two notches below the CFR and reflects its effective subordination to the $100 million revolver and $750 million term loan. The principal methodology used in this rating was the Global Restaurant Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Four Seasons is a leading luxury hotel management company with a portfolio of 90 luxury hotel and resort properties, several of which include a residential component. Annual revenues are approximately $332 million. FOUR SEASONS: S&P Assigns 'B+' CCR & Rates $850MM Facility 'BB-' ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned Toronto-based Four Seasons Holdings Inc. a 'B+' corporate credit rating. The outlook is stable. At the same time, S&P assigned the company's proposed $850 million first-lien facility (consisting of a $100 million revolver due 2017 and a $750 million term loan due 2020) S&P's 'BB-' issue- level rating (one notch above the corporate credit rating), with a recovery rating of '2'. The '2' recovery rating reflects S&P's expectation for substantial (70% to 90%) recovery for lenders in the event of a payment default. In addition, S&P assigned the company's proposed $250 million second-lien facility its 'B-' issue-level rating (two notches below the corporate credit rating), with a recovery rating of '6'. The '6' recovery rating reflects S&P's expectation for negligible (0% to 10%) recovery for lenders in the event of payment default. Four Seasons plans to use the proceeds from the first- and second- lien facilities to refinance the company's existing $750 million first-lien credit facility and to take out approximately $320 million in outstanding preferred shares issued at the time of the company's going-private transaction in 2007. S&P's 'B+' corporate credit rating on Four Seasons reflects its assessment of the company's financial risk profile as "highly leveraged" and its business risk as "satisfactory," based on its criteria. "Our assessment of Four Seasons' financial risk as highly leveraged reflects our expectation that total lease-adjusted debt to EBITDA will likely be in the mid-7x area through 2014. Pro forma for the transaction, total debt at Four Seasons will be about $1 billion, reflecting the high levels of debt issued to capitalize the company in its 2007 going-private transaction, valued at $3.8 billion at the time. In the going-private transaction, financial sponsors Kingdom Holding Co. and Cascade Investment LLC each purchased 47.5% of the equity of Four Seasons. Triples Holdings Limited, controlled by Four Seasons founder Isadore Sharp, retained a 5% equity stake in the company. Pro forma for the transaction, we expect EBITDA coverage of interest expense to be good for the rating (in the high-2x area through 2014) and the company to generate good levels of free cash flow. We believe these factors will partially offset the high leverage. In addition, Four Seasons has a strong liquidity profile, according to our criteria," S&P said. "Our assessment of Four Seasons' business risk as satisfactory reflects our favorable view of the company's strong brand and market position in the luxury hotel market. The brand consistently achieves a significant RevPAR premium compared with the luxury hotel segment average and focuses on hotel management with strong long-term contracts. In addition, the company has a very high (about 60%) EBITDA margin that compares favorably with other rated lodging management companies, and has good global geographic diversity, with 90 hotels under management. The company's reliance on a single brand, the susceptibility of the travel and leisure industry to global political and financial events, and a high level of RevPAR volatility over the lodging cycle partially offset the positive factors," S&P added. FREDERICK'S OF HOLLYWOOD: Had $643,000 Net Loss in April 27 Qtr. ---------------------------------------------------------------- Frederick's of Hollywood Group Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss applicable to common shareholders of $643,000 on $23.29 million of net sales for the three months ended April 27, 2013, as compared with net income applicable to common shareholders of $3.31 million on $30.18 million of net sales for the three months ended April 28, 2012. For the nine months ended April 27, 2013, the Company had net loss applicable to common shareholders of $15.83 million on $70.03 million of net sales, as compared with a net loss applicable to common shareholders of $2.55 million on $91.06 million of net sales for the nine months ended April 28, 2012. As of April 27, 2013, the Company had $36.08 million in total assets, $46.35 million in total liabilities and a $10.27 million total shareholders' deficiency. A copy of the Form 10-Q is available for free at: http://is.gd/SEExqY About Frederick's of Hollywood Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) -- http://www.fredericks.com/-- through its subsidiaries, sells women's intimate apparel, swimwear and related products under its proprietary Frederick's of Hollywood brand through 122 specialty retail stores, a world-famous catalog and an online shop. Frederick's of Hollywood sought bankruptcy in July 10, 2000. On Dec. 18, 2002, the court approved the company's plan of reorganization, which became effective on Jan. 7, 2003, with the closing of the Wells Fargo Retail Finance exit financing facility. The Company incurred a net loss of $6.43 million for the year ended July 28, 2012, compared with a net loss of $12.05 million for the year ended July 30, 2011. FRENCH QUARTER: Case Summary & 10 Unsecured Creditors ----------------------------------------------------- Debtor: French Quarter Tampa Limited Partnership aka French Quarter Apartments fka RSG Family Limited Partnership ? French Quarter 500 N. Westshore Blvd., Suite 750 Tampa, FL 33609 Bankruptcy Case No.: 13-07584 Chapter 11 Petition Date: June 7, 2013 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: K. Rodney May Debtor's Counsel: Amy Denton Harris, Esq. STICHTER RIEDEL BLAIN & PROSSER PA 110 E Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: aharris.ecf@srbp.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb13-7584.pdf The petition was signed by Ronald L. Glas, president of Barfield Bay Holdings, Inc., general partner. Affiliates that previously sought Chapter 11 protection: Petition Debtor Case No. Date ------ -------- ---- Eagle Ridge Apartments, LLC 11-22737 12/14/11 Oakwood Palmetto, LLC 10-10980 05/07/10 RSG Family Limited Partnership- Immokalee 10-10987 05/07/10 The RSG Family Limited Partnership- Gordon River 10-01843 01/28/10 GANNETT CO: Moody's Outlook Turns Negative After Belo Acquisition ----------------------------------------------------------------- Moody's Investors Service changed Gannett Co., Inc.'s rating outlook to negative from stable and affirmed the company's existing ratings including its Ba1 Corporate Family Rating following the announced acquisition of Belo Corp. (Belo; Ba2 CFR) for approximately $2.2 billion (including debt assumed). The change to a negative rating outlook reflects the meaningful increase in leverage associated with the acquisition of Belo in an all-cash transaction, potential for additional acquisitions in the rapidly consolidating local broadcast industry or for other media assets, ongoing execution risks related to stabilizing and growing the publishing business, and the execution risks associated with the significant revenue and cost synergies Gannett is projecting. Moody's is nevertheless affirming Gannett's ratings due to the meaningful operational benefits resulting from the Belo acquisition, as well as the company's ability to reduce leverage following the transaction. Acquiring Belo improves Gannett's scale and diversity along multiple fronts (network affiliation, geographic, and overall business mix), while also adding a presence in growing markets such as Texas and the Northwest. Reducing the relative EBITDA contribution from the more secularly- challenged publishing business (to roughly 40% prior to synergies, from 50%) with a corresponding increase in broadcast/digital contribution is particularly beneficial to the sustainability of Gannett's cash flow over the next five years. Moody's also believes the added scale will enhance Gannett's leverage with television distributors, major networks, and programming and other suppliers, although such counter-parties remain large and highly competitive negotiators. Issuer: Gannett Co., Inc. Outlook Actions: Outlook, Changed To Negative From Stable Affirmations: Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Issuer Rating, Affirmed Ba2 Speculative Grade Liquidity Rating, Affirmed SGL-2 Commercial Paper, Affirmed NP Guaranteed Senior Unsecured Bank Credit Facilities, Affirmed Ba1, LGD3 - 39% Guaranteed Senior Unsecured Regular Bonds/Debentures, Affirmed Ba1, LGD3 - 39% Senior Unsecured Shelf, Affirmed (P)Ba2 GANNETT CO: S&P Revises Outlook to Positive & Affirms 'BB' CCR -------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on McLean, Va.-based newspaper publisher and TV broadcaster Gannett Co. Inc. to positive from stable. All existing ratings on the company, including the 'BB' corporate credit rating, were affirmed. The outlook revision follows Gannett's announcement that it has entered into a definitive agreement to acquire Belo Corp. (BB/Stable/--) for $2.215 billion, including the assumption of $715 million in debt. "The positive outlook reflects our assessment that the debt- financed purchase will improve the company's business position because of its higher proportion of cash flow from broadcasting operations," said Standard & Poor's credit analyst Hal Diamond. "Gannett will become the second largest owner of network- affiliated TV stations, and we expect that acquisition-related debt leverage will decline over the next few years." The transaction is subject to Department of Justice, FCC, and Belo shareholder approval, and Gannett expects to close in the fourth quarter of 2013. Standard & Poor's expects to withdraw its corporate credit rating on Belo once the acquisition is completed, and equalize the issue-level and recovery ratings on Belo debt with Gannett, which plans to assume the debt. The corporate credit rating on Gannett Co. Inc. reflects its exposure to unfavorable secular trends affecting newspaper advertising and circulation, and the more stable trends of TV broadcasting, notwithstanding the shift of viewers to alternative media for news and entertainment. The rating also reflects S&P's expectation of steadily declining leverage. S&P views Gannett's business risk profile as "fair" according to its criteria, largely because of its exposure to unfavorable secular trends affecting newspaper advertising and circulation. The purchase of Belo expands Gannet's market position in TV. S&P views Gannett's financial risk as "significant," because of elevated pro forma debt leverage, resulting from the proposed debt-financed acquisition of Belo. GELT PROPERTIES: June 26 Hearing on Adequacy of Plan Outline ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Pennsylvania has continued until June 26, 2013, at 11 a.m., the hearing to consider the adequacy of the disclosure statement explaining the proposed Chapter 11 Plan of Gelt Properties, LLC. As reported by the Troubled Company Reporter on April 18, 2012, according to the Disclosure Statement for the proposed First Amended Plan of Reorganization dated March 16, 2012, all assets of the Debtors will be sold and liquidated, rented or leased, developed and maintained, in the ordinary course of the Debtors' business. The Debtors note that the Plan envisions the utilization of management talents, commitment and an existing infrastructure to restructure existing debt, liquidate unprofitable properties and meaningfully shift focus to its growing REO portfolio. Specifically, the Debtors project that they will increase rental income, decrease carrying costs for unprofitable properties, decrease maintenance costs for unprofitable properties and emerge leaner, more focused reorganized Debtors. The Debtors also expect fewer foreclosures moving forward and thus reduce annual foreclosure costs line item in its projections. Under the Plan, Class 15 general unsecured creditors will receive a pro rata share of the Debtors' assets after payment of claims having priority over Class 15 allowed claims. Distributions to holders of Class 15 will come from one of the following: (a) cash on hand; or (b) funds received by the Debtors from the Lender Liability Litigation. A full-text copy of the First Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/GELT_PROPERITIES_ds_firstamended.pdf About Gelt Properties Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC, and affiliate Gelt Financial Corporation borrow money from traditional lenders and make loans to commercial borrowers. They also acquire and manage real estate. Gelt Properties and Gelt Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11- 15826) on July 25, 2011. Judge Magdeline D. Coleman presides over the cases. Albert A. Ciardi, III, Esq., Jennifer E. Cranston, Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin, P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy counsel. The petitions were signed by Uri Shoham, the Debtors' chief financial officer. The Debtors' other professionals include: Eisenberg, Gold & Cettei P.C. as its special counsel to provide proper legal counsel to the Debtors with regard to defending against certain actions, Cohen and Forman as their special counsel to advise them upon all matters which may arise or which may be incident to the bankruptcy proceedings. Gelt Properties disclosed $4.73 million in assets and $4.84 million in liabilities as of the Chapter 11 filing. Its affiliate, Gelt Financial has scheduled $20.3 million in assets and $17.05 million in liabilities as of the Chapter 11 filing. On Sept. 15, 2011, a committee of unsecured creditors was appointed. Schoff McCabe, P.C. represents the Committee. Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the Committee's accountants. GROVES IN LINCOLN: Facility Sold to Benchmark Assisted Living ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Groves independent living facility in Lincoln, Massachusetts, will be sold to an affiliate of Benchmark Assisted Living LLC. The contract valued at as much as $35 million was formally approved on June 13 by the U.S. Bankruptcy Court in Boston. Wellesley, Massachusetts-based Benchmark will pay $30 million in cash plus another $5 million if approval is given to build an assisted-living facility on the campus. The report notes that the company said at the initiation of bankruptcy that the sale should result in a 51 percent recovery on $88.4 million in Massachusetts Development Finance Agency bonds sold in 2009 to finance the project. Combined with reserve funds, bondholders were told to expect to receive $45.3 million from the sale. About Groves in Lincoln The Groves in Lincoln Inc., along with affiliate The Apartments of the Grove Inc., sought Chapter 11 protection (Bankr. D. Mass. Case No. 13-11329) in Boston on March 11, 2013. David C. Turner signed the petition as president and CEO. Groves is a Massachusetts not-for-profit corporation organized in 2006 for the purpose of developing and operating a senior independent living facility in Lincoln, Massachusetts to be known as The Groves in Lincoln. This facility now consists of 168 independent living units on a 34-acre campus with a mix of apartments, cottages, and related common areas including community center, dining rooms, lounges, barbershop/beauty salon, library, fitness center and pool. Groves has 26 full-time employees and 22 part-time employees as of the bankruptcy filing. The Debtors tapped Murtha Cullina LLP as counsel, Verdolino & Lowey, P.C. as accountants and financial advisors, and RBC Capital Markets LLC as investment banker. HERON LAKE: Incurs $920,500 Net Loss in Jan. 31 Quarter ------------------------------------------------------- Heron Lake Bioenergy, LLC, filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $920,554 on $44.12 million of revenues for the three months ended Jan. 31, 2013, as compared with a net loss attributable to the Company of $1.31 million on $38.86 million of revenues for the three months ended Jan. 31, 2012. As of Jan. 31, 2013, the Company had $65.60 million in total assets, $48.92 million in total liabilities and $16.68 million in total members' equity. Bankruptcy Warning At Jan. 31, 2013, the Company's total indebtedness to AgStar was approximately $41.1 million. All of the Company's assets and real property are subject to security interests and mortgages in favor of AgStar as security for the obligations of the master loan agreement. The Company's failure to pay any required installment of principal or interest or any other amounts payable under the Company's Term Loan or Term Revolving Loan or the Company's failure to perform or observe any covenant under the Sixth Amended and Restated Master Loan Agreement would result in an event of default, entitling AgStar to accelerate and declare due all amounts outstanding under the Company's Term Loan and its Term Revolving Loan. "Upon the occurrence of any one or more Events of Default, as defined under the Sixth Amended and Restated Forbearance Agreement, including failure to observe any of the financial or affirmative covenants..., AgStar may accelerate all of our indebtedness and may seize the assets that secure our indebtedness, causing us to lose control of our business. We may also be forced to sell our assets, restructure our indebtedness, submit to foreclosure proceedings, cease operations or seek bankruptcy or reorganization protection." A copy of the Form 10-Q is available for free at: http://is.gd/K2AnB9 About Heron Lake Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol plant in Heron Lake, Minnesota. After completing a conversion in November 2011, the Company is now a natural gas fired ethanol plant. Its subsidiary, HLBE Pipeline Company, LLC, owns 73 percent of Agrinatural Gas, LLC, the pipeline company formed to construct, own, and operate a natural gas pipeline that provides natural gas to the Company's ethanol production facility through a connection with the natural gas pipeline facilities of Northern Border Pipeline Company in Cottonwood County, Minnesota. Its subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities at Lakefield and Wilder, Minnesota. At nameplate, the Company's ethanol plant has the capacity to process approximately 18.0 million bushels of corn each year, producing approximately 50 million gallons per year of fuel-grade ethanol and approximately 160,000 tons of distillers' grains with soluble. In its report on the Company's financial statements for the fiscal year ended Oct. 31, 2012, Boulay, Heutmaker, Zibell & Co. P.L.L.P., in Minneapolis, Minnesota, expressed substantial doubt about Heron Lake BioEnergy's ability to continue as a going concern. The independent auditors noted that the Company has incurred losses due to difficult market conditions and the impairment of long-lived assets. "The Company is out of compliance with its master loan agreement and is operating under a forbearance agreement whereby the Company agreed to sell substantially all of its assets." The Company reported a net loss of $32.35 million for the year ended Oct. 31, 2012, as compared with net income of $543,017 for the year ended Oct. 31, 2011. HERINGER SALES: Case Summary & 3 Unsecured Creditors ---------------------------------------------------- Debtor: Heringer Sales & Service, Inc. 3598 N. 1450 W. Pleasant Grove, UT 84062 Bankruptcy Case No.: 13-26699 Chapter 11 Petition Date: June 11, 2013 Court: U.S. Bankruptcy Court District of Utah Debtor's Counsel: Robert Fugal, Esq. BIRD & FUGAL 384 E. 720 S., #201 Orem, UT 84058 Tel: (801) 426-4700 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/utb13-26699.pdf The petition was signed by Clark G. Heringer, president & owner. J.C. PENNEY: Incurs $348 Million Net Loss in May 4 Quarter ---------------------------------------------------------- J.C. Penney Company, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $348 million on $2.63 billion of total net sales for the three months ended May 4, 2013, as compared with a net loss of $163 million on $3.15 billion of total net sales for the three months ended April 28, 2012. As of May 4, 2013, the Company had $10.37 billion in total assets, $7.50 billion in total liabilities and $2.86 billion in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/XCtmOD 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 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. LA JOLLA PHARMACEUTICALS: Stockholders Elect 2 Directors to Board ----------------------------------------------------------------- La Jolla Pharmaceutical Company held its 2013 annual meeting of stockholders on June 5, 2013, at which the Company's stockholders: (i) elected Saaid Zarrabian and George Tidmarsh, M.D., Ph.D., as directors to serve until the Company's 2014 Annual Meeting of Stockholders; (ii) ratified the selection of Squar, Milner, Peterson, Miranda & Williamson, LLP, as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2013; (iii) approved on a non-binding advisory basis, the compensation paid to the Company's named executive officers; (iv) selected "three years" as the desired frequency of future stockholder say-on-pay votes; and (v) approved an amendment to the Company's Articles of Incorporation to implement a reverse stock split, within a range from 1-for-2 to 1-for-100, with the exact ratio of the reverse stock split to be determined by the Board of Directors of the Company. About La Jolla Pharmaceutical San Diego, Cal.-based La Jolla Pharmaceutical Company (OTC BB: LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company that has historically focused on the development and testing of Riquent as a treatment for Lupus nephritis. After auditing the 2011 results, BDO USA, LLP, in San Diego, California, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations, has an accumulated deficit of $439.6 million and a stockholders' deficit of $15.6 million as of Dec. 31, 2011, and has no current source of revenues. For the 12 months ended Dec. 31, 2012, the Company incurred a net loss of $7.73 million, as compared with a net loss of $11.54 million for the 12 months ended Dec. 31, 2011. The Company's balance sheet at March 31, 2013, showed $2.81 million in total assets, $271,000 in total liabilities, all current, and $2.54 million in total stockholders' equity. LDK SOLAR: Incurs $156 Million Net Loss in First Quarter -------------------------------------------------------- LDK Solar Co., Ltd., reported a net loss of $156.05 million on $104.34 million of net sales for the three months ended March 31, 2013, as compared with a net loss of $550.53 million on $135.89 million of net sales for the three months ended Dec. 31, 2012. As of March 31, 2013, the Company had $4.99 billion in total assets, $5.29 billion in total liabilities, $356.60 million in redeemable non-controlling interests and a $660.58 million total deficit. The Company ended the first quarter of fiscal 2013 with $174.1 million in cash and cash equivalents and $168.4 million in short-term pledged bank deposits. "The first quarter operating environment remained challenging for the solar industry," stated Xingxue Tong, president and CEO of LDK Solar. "We are undertaking a number of initiatives focused on the restructuring of our business. We are working closely with our stakeholders and relevant governmental agencies to negotiate solutions. Furthermore, we remain committed to improving our cost structure by driving down production costs, tightening operating expenses and adapting our overall business to the evolving demand environment to position LDK Solar for long-term growth." "While China still represents the strongest global growth opportunity, we believe that Southeast Asia, Africa, India and the US are among several emerging markets with additional growth potential. We are focused on increasing our market share in these areas, and recently reported that we signed a module supply contract with a leading PV project developer in Thailand. Current conditions notwithstanding, we continue to believe there is a substantial market opportunity to address global energy needs with solar power," concluded Mr. Tong. A copy of the press release is available for free at: http://is.gd/BBs0se Still Talking with Lenders Kanika Sikka and Swetha Gopinath, writing for Reuters, reported that LDK Solar reported its eighth quarterly loss in a row and said it was still in talks with its lenders and investors to refinance its roughly $3 billion of debt, sending its shares down more than 10 percent. According to the report, LDK is one of the most heavily indebted Chinese solar companies, with a majority of its debt due next year. The company, which said it hoped to complete its restructuring within 30 days, disclosed in April that it was in talks to refinance its debt after partially defaulting on a $24 million bond payment, the report added. "We are working closely with our stakeholders and relevant governmental agencies to negotiate solutions," Chief Executive Xingxue Tong said in a statement, the report related. LDK said important investors including China Development Bank Corp were going through a restructuring proposal, the report further related. 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. LDK Solar Co disclosed a net loss of $1.05 billion on $862.88 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $608.95 million on $2.15 billion of net sales for the year ended Dec. 31, 2011. KPMG, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Group has a net working capital deficit and a deficit in total equity as of Dec. 31, 2012, and is restricted from incurring additional indebtedness as it has not met a financial covenant ratio as defined in the indenture governing the RMB-denominated US$-settled senior notes. These conditions raise substantial doubt about the Group's ability to continue as a going concern. LIFEPOINT HOSPITALS: Fitch Affirms 'BB' Issuer Default Rating ------------------------------------------------------------- Fitch Ratings has affirmed LifePoint Hospitals, Inc.'s ratings, including the 'BB' Issuer Default Rating (IDR). A complete list of ratings follows at the end of this release. The ratings apply to approximately $1.8 billion of debt at March 31, 2013. The Rating Outlook is Stable. KEY RATING DRIVERS -- At 3.2x EBITDA at March 31, 2013, LifePoint's gross debt leverage is amongst the lowest in the for-profit hospital industry. -- Fitch expects debt could trend higher during the second half of 2013 as the result of funding acquisitions and a slightly higher level of capital expenditures, but to remain consistent with the company's publicly stated leverage target of 3x-4x EBITDA. -- Liquidity is solid. Lower profitability resulting from the integration of recently acquired hospitals is expected to pressure the level of free cash flow (FCF; cash from operations less dividends and capital expenditures), but Fitch expects it to remain above $150 million annually. -- Organic growth in patient volume has been persistently weak across the for-profit hospital industry. However, Fitch expects the sector to benefit from the implementation of the Affordable Care Act (ACA) starting in 2014. LifePoint's recent hospital acquisitions are also supporting growth for the company. SOLID BALANCE SHEET HELPS ACQUISITION STRATEGY: LifePoint has consistently demonstrated a strong level of financial flexibility in recent years and at current levels the financial and credit metrics provide significant headroom within the 'BB' rating category. Gross debt leverage is among the lowest in the for-profit hospital industry with debt-to-EBITDA of 1.4x through the senior secured bank debt, 2.1x through the senior unsecured notes, and 3.2x through the senior subordinated convertible notes. Hospital acquisitions have recently been a top use of cash for LifePoint, consuming 31%, 52%, and 45% of CFO in 2011, 2012 and the LTM ended March 31, 2013, respectively. Fitch estimates that the company's recent acquisitions will contribute about $220 million of revenue in 2013, or about 5.5% of the company's 2012 revenue before bad debt expense of $4.1 billion. In recent years, LifePoint has primarily used cash on hand to fund a series of small acquisitions, focusing on inpatient acute care hospital assets. With CFO trending around $400 million and capital expenditures around $230 million, Fitch estimates that LifePoint can fund two or three small hospital acquisitions with cash on hand annually assuming that asset prices do not increase significantly. LifePoint has already announced three pending acquisitions during the first half of 2013. At the current pace, the cumulative cost of funding transactions may require debt financing, leading to higher leverage at the end of 2013. This is in-line with Fitch's expectation that LifePoint does not have financial incentive to manage its balance sheet with debt below 3.0x EBITDA. LifePoint's relatively stronger balance sheet, coupled with a record of accomplishment of successfully managing sole provider hospitals in rural markets, help make the company an attractive acquirer of hospitals in its preferred markets. LifePoint has recently been focusing on adding assets in faster growing markets where it can still have sole provider status, and in recent years has added markets in three new states - North Carolina, Michigan and Indiana. LifePoint does have some geographic concentration, with 55% of 2012 revenue generated in the company's five largest states, so acquisitions that broaden geographic scope are favorable to the business profile. GOOD FINANCIAL FLEXIBILITY: A favorable debt maturity schedule and adequate liquidity also support LifePoint's credit profile. In the past year, LifePoint extended its debt maturity profile by refinancing its bank term loan and retiring the subordinate convertible debentures, which were puttable to the company in Feb. 2013. The largest upcoming maturity is the $575 million senior subordinated convertible notes maturing May 2014. Fitch expects the company will refinance this maturity, and notes that LifePoint currently has capacity to refinance the debt on either of the secured or unsecured level. The bank agreement permits additional secured debt up to a senior secured leverage ratio of 3.5x with an $800 million carveout regardless of the ratio (there is a springing lien provision in the senior unsecured notes indenture which required these notes to become ratably secured when secured debt is greater than 3.0x EBITDA). At March 31, 2013, liquidity was provided by approximately $160 million of cash, availability on the company's $350 million bank credit facility revolver ($297 million available), and FCF ($202 million for the latest 12 months [LTM] period, defined as cash from operations less dividends and capital expenditures). Fitch projects that LifePoint's FCF will contract by about $40 million in 2013 versus the LTM level, to $160 million. This is because of lower profitability and higher capital expenditures. An expectation for a slight contraction in the EBITDA margin in 2013 is primarily because of the integration of less profitable acquired hospitals. RURAL MARKET RECOVERY LAGGING BROADER INDUSTRY: LifePoint is the only pure-play non-urban hospital operator in the industry, with a sole-provider position in 53 of its 57 markets, although the company has gained exposure in larger rural and small suburban markets through some of its recent acquisitions. Having sole-provider status in the vast majority of markets confers certain benefits on LifePoint in capturing organic patient volume growth as well as in negotiating price increases with commercial health insurers. While LifePoint's organic patient volume growth has recently lagged the broader for-profit hospital industry, the company's results have been consistent with the experience of other rural and suburban market hospital operators. While persistently weak organic volume trends across the industry began to show signs of improvement in the second half of 2011, providers in urban markets exhibited a much stronger rebound in volume growth that has since reversed, with weak organic volume trends industry-wide in 2012 and early 2013. LifePoint and the company's peers have recently been successful in augmenting weak organic operating trends through acquisition of inpatient hospitals and other types of care delivery assets. Consolidation of the industry has been encouraged by the financial pressures on smaller operators related to payment reforms that are required by the Affordable Care Act (ACA), and capital requirements necessary to comply with other government mandates, such as the implementation of electronic health records. AFFORDABLE CARE ACT A POSITIVE DRIVER IN 2014: The main provisions of the ACA that will affect the for-profit hospital industry include the mandate for individuals to purchase health insurance or face a financial penalty, and the expansion of Medicaid eligibility. These elements are scheduled to take effect in early 2014. Fitch expects an initially positive financial effect on the acute- care hospital industry because of the coverage expansion elements of the ACA, mostly as the result of reduced levels of uncompensated care, but also through a mild positive boost to utilization of healthcare services by the newly insured. Over the several years following the coverage expansion, Fitch expects to see some erosion of the initial benefits. This is because of a reduction in Medicare payments through cuts required by the ACA, as well as a general evolution away from volume-based and toward value-based pricing for healthcare providers. RATING SENSITIVITIES LifePoint's current financial and credit metrics provide decent headroom within the 'BB' rating category. However, a positive rating action is unlikely in the near term unless Fitch believes the company will maintain its gross debt level at or below 3.0x EBITDA. A downgrade could result from gross debt to EBITDA maintained above 4.0x and FCF generation trending below $150 million annually. Drivers of higher leverage and lower cash generation could include leveraging acquisitions, difficulties in integrating recent acquisitions, and a persistently weak organic operating trend in the for-profit hospital sector. DEBT ISSUE RATINGS Fitch affirms LifePoint's ratings as follows: -- IDR at 'BB'; -- Secured bank facility at 'BB+'; -- Senior unsecured notes at 'BB'; -- Subordinated convertible notes at 'BB-'. INSIGNIA VESSEL: Moody's Affirms 'B3' CFR, Positive Outlook ----------------------------------------------------------- Moody's Investors Service affirmed Insignia Vessel Acquisition, LLC's ratings including its B3 Corporate Family Rating, B3-PD Probability of Default Rating and positive rating outlook. At the same time, Moody's assigned a B2 rating to Oceania Cruises, Inc.'s proposed $75 million five-year first lien senior secured revolver and $300 million seven-year first lien senior secured term loan. Oceania Cruises, Inc. is the parent company of Insignia Vessel Acquisition, LLC. The proceeds from Oceania's proposed term loan (the revolver is expected to be undrawn at closing), along with approximately $14 million of existing cash balances, will be used to refinance Insignia's $35 million revolver (undrawn at March 31, 2013) rated B2, $232 million outstanding on its first lien term loan rated B2, and $75 million outstanding on its second lien term loan rated Caa1. Pro forma for the proposed transaction, there will be no debt at Insignia -- its ratings will be withdrawn once the transaction closes -- and the B3 Corporate Family Rating, B3-PD Probability of Default Rating, and positive rating outlook designation will be moved to Oceania, the direct obligor of Moody's rated debt. The affirmation of Insignia's B3 Corporate Family Rating and B3-PD Probability of Default Rating reflects the company's pro forma extended debt maturity with the nearest material debt maturity now pushed out to 2020 from 2015. It also considers the benefit of a lower interest cost expected to result from the refinancing -- about $4 million annually -- and the addition of a 50% excess cash flow sweep mechanism that Moody's expects will result in debt reduction above and beyond scheduled amounts. The B2 rating assigned to Oceania's proposed revolver and term loan incorporates Moody's expectation that both will be guaranteed on a joint and several basis by the three vessel-owning subsidiaries that own the Regatta, Nautica, and Insignia Vessels. Additionally, for LGD modeling purposes, Moody's treats the proposed revolver and term loan similar in terms of ranking to the ship financing despite the fact that the ship financing has a guarantee from the company's ultimate parent, Prestige Cruise Holdings ("PCH"). The proposed revolver and term loan facility will not be guaranteed by PCH. Moody's believes the benefit of the guaranty, specifically the residual value related to the Riviera and Marina vessels, would be of minimal value. In a distressed scenario, Moody's believes PCH's entire fleet, including ships owned by Oceania and PCH's separately rated Seven Seas Cruises (B2, stable) subsidiary, would likely deteriorate. As a result, Moody's believes that the residual value benefit afforded by the guaranty, particularly in a distressed scenario, would not likely be material. Insignia ratings affirmed: Corporate Family Rating at B3 Probability of Default Rating at B3-PD Insignia ratings affirmed and to be withdrawn upon closing of the transaction: $35 million (undrawn at March 31, 2013) senior secured first lien revolver at B2 (LGD 3, 35%) $232 million senior secured first lien term loan at B2 (LGD 3, 35%) $75 million senior secured second lien term loan at Caa1 (LGD 5, 76%) Oceania ratings assigned: $75 million senior secured five-year first lien revolver at B2 (LGD 3, 37%) $300 million senior secured seven-year first lien term loan at B2 (LGD 3, 37%) Ratings Rationale: Insignia's B3 Corporate Family Rating continues to reflect the company's small scale, high leverage, the cruise industry's heavy reliance on leisure travelers, the specialized nature of the ship asset class, and the need for large non-cancelable commitments of capital for new ships several years in advance of delivery. Positive rating consideration is given to the company's profitable market niche and the favorable long-term demand trends for the cruise industry in general. The positive rating outlook reflects Moody's expectation that with no new ships on order and the Insignia vessel rejoining the fleet when the charter arrangement expires in the first half of 2014, the company will generate approximately $100 million of free cash flow in both 2013 and 2014. Moody's expects the company will apply a portion of its free cash flow to permanently reduce debt through its 50% excess cash flow sweep, thereby reducing debt/EBITDA to approximately 9.0 times at the end of 2014 (or 6.3 times excluding the PIK subordinated debt). Ratings could be upgraded if Insignia's debt/EBITDA approached 6.0 times (excluding the PIK subordinated debt) and it maintains good liquidity. Insignia's rating outlook could be revised to stable if debt/EBITDA does not improve from its current levels or the proposed transaction does not occur and the company has difficulty refinancing the upcoming maturities. The B2 rating on Oceania's proposed first lien debt (one-notch higher than Insignia's B3 Corporate Family Rating) benefits from the approximate $425 million sponsor subordinated payment-in-kind ("PIK") debt that Moody's includes in the liability structure for LGD purposes. However, if the sponsor subordinated PIK debt were to convert to equity, the first lien debt may lose the credit support currently provided by the subordinated PIK debt, along with the one-notch lift above the Corporate Family Rating that it currently enjoys. The principal methodology used in this rating was the Global Lodging & Cruise Industry Rating Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Insignia Vessel Acquisition, LLC is one of five operating subsidiaries constituting Oceania Cruises, Inc. a small five-ship (one on charter through April 2014) passenger cruise company. Oceania targets the upper premium segment of the cruise industry with destination-oriented cruises that maximize on-shore activities. Oceania was formed in 2002 and began operating in 2003. Affiliates of Apollo Management L.P. own a large ownership interest in Oceania's ultimate parent, Prestige Cruise Holdings, Inc. (PCH). PCH also owns and operates Seven Seas Cruises S. DE R.L. (formerly known as Classic Cruise Holdings S. DE R.L.) d/b/a Regent Seven Seas Cruises. As a private company, Oceania is not required to release detailed financial information to the public. MBIA INSURANCE: S&P Raises Rating on Revenue Bonds to 'B' --------------------------------------------------------- Standard & Poor's Ratings Services raised its rating on five MBIA Insurance Corp.-insured housing revenue bonds by three notches to 'B' from 'CCC'. This action is a result of Standard & Poor's rating on MBIA Insurance Corp. being raised to 'B' from 'CCC' on May 8, 2013. "All of these issues receive partial support via guaranteed investment contracts or investment agreements from MBIA Insurance Corp.," said Standard & Poor's credit analyst Renee Berson. "Should the issuer act to terminate, replace, or guarantee the existing agreements, and provide cash flows demonstrating the ability to pay bond obligations without relying on interest earnings from investment agreements, we will take appropriate rating action." The affected issues are: -- Alameda Housing Authority, Calif.'s (Ginnie Mae collateralized - Independence Plaza Apartments) series 1998A multifamily housing revenue refunding bonds; -- Nevada Housing Division's (Diamond Creek Apartments project) series 1999A multi-unit housing revenue bonds; -- Nevada Housing Division's (Diamond Creek Apartments project) series 1999B multi-unit housing revenue bonds; -- San Jose, Calif.'s (Federal Housing Administration-insured mortgage loan - Sixth and Martha Family Apartments - Phase II) series 2001C multifamily housing revenue bonds; And -- San Jose, Calif.'s (Village Parkway Senior Apartments) series 2001D multifamily housing revenue bonds. MEDIA GENERAL: Inks Employment Pact with Four Executive Officers ---------------------------------------------------------------- Media General Inc. entered into employment agreements with each of George L. Mahoney (Chief Executive Officer), James F. Woodward (Senior Vice President and Chief Financial Officer), James R. Conschafter (Vice President, Broadcast Markets), and John R. Cottingham (Vice President, Broadcast Markets), to serve after the closing of the Agreement and Plan of Merger between Media General, Inc., and New Young Broadcasting Holding Co., Inc. The employment term for Messrs. Mahoney and Woodward is three years, and for Messrs. Conschafter and Cottingham, two years, in each case, commencing on the Closing Date. Following the expiration of the respective term, the executive will be employed on an at-will basis. The executives are entitled to base salary in the amount of $625,000 for Mr. Mahoney, $500,000 for Mr. Woodward, $450,000 for Mr. Conschafter, and $430,000 for Mr. Cottingham, and are also eligible to earn an annual bonus as follows: 75 percent for Mr. Mahoney, 45 percent for Mr. Woodward, and 36 percent for each of Mr. Conschafter and Mr. Cottingham. In the case of Messrs. Conschafter and Cottingham, the Employment Agreements also provide that they are each entitled to a transaction bonus of $75,000, payable within 30 days of the Closing Date. On June 5, 2013, the Company entered into the Merger Agreement with New Young providing for an all-stock business combination transaction between the Company and Young. At the closing of the transactions contemplated by the Merger Agreement, the Company will reclassify each outstanding share of its existing Class A Common Stock, par value $5.00 per share and each outstanding share of its existing Class B Common Stock, par value $5.00 per share into one (1) share of a newly-created class of Voting Common Stock of the Company, by means of a merger of Merger Sub 1 with and into the Company. In the Reclassification Merger, shares of Company Class A Common Stock held by Berkshire Hathaway, Inc., and its affiliates will be converted on a one-for- one basis into shares of a newly-created class of Non-Voting Common Stock of the Company to the extent necessary to ensure that immediately following the Combination Merger, Berkshire and its affiliates will hold no more than 4.99 percent of the outstanding shares of Company Voting Common Stock. The Merger Agreement contains certain termination rights for both Young and the Company, including if the Transaction is not completed on or before June 5, 2014, or if the approval of the Merger Agreement by the Company's shareholders is not obtained. In addition, among other termination rights, Young may terminate the Merger Agreement if the Company Board takes certain actions that result in a recommendation adverse to the Transaction and the Company may terminate the Merger Agreement, subject to certain conditions, to accept a proposal that is superior to the terms and conditions of the Transaction. The Merger Agreement also provides that, upon termination of the Merger Agreement under certain circumstances, the Company may be required to pay Young a termination fee of $12 million. A copy of the Agreement and Plan of Merger is available at: http://is.gd/jQodz7 About Media General Richmond, Virginia-based Media General Inc. (NYSE: MEG) -- http://www.mediageneral.com/-- is an independent communications company with interests in newspapers, television stations and interactive media in the United States. The Company incurred a net loss of $193.41 million in for the year ended Dec. 31, 2012, a net loss of $74.32 million for the year ended Dec. 25, 2011, and a net loss of $22.63 million for the fiscal year ended Dec. 26, 2010. The Company's balance sheet at March 31, 2013, showed $734.70 million in total assets, $926.43 million in total liabilities, and a $191.73 million total stockholders' deficit. * * * As reported by the Troubled Company Reporter on April 12, 2012, Moody's Investors Service downgraded, among other things, Media General's Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from B3, concluding the review for downgrade initiated on Feb. 13, 2012. The downgrade reflects the significant increase in interest expense associated with the company's credit facility amend and extend transaction and an assumed issuance of at least $225 million of new notes, which will result in limited free cash flow generation and constrain Media General's capacity to reduce its very high leverage. The weak free cash flow and high leverage create vulnerability to changes in the company's highly cyclical revenue and EBITDA generation. In the Oct. 10, 2012, edition of the TCR, Standard & Poor's Ratings Services raised its rating on Richmond, Va.-based Media General Inc. to 'B-' from 'CCC+' and removed it from CreditWatch, where it was placed with positive implications on May 18, 2012. "The corporate credit rating on Media General is based on our expectation that the company will be able to maintain adequate liquidity despite its very high leverage," noted Standard & Poor's credit analyst Jeanne Shoesmith. MF GLOBAL: Corzine Opposes JPMorgan Deal ---------------------------------------- Patrick Fitzgerald writing for Dow Jones' DBR Small Cap reports that lawyers for former MF Global Chief Executive Jon Corzine and his top lieutenants are opposing a deal between the bankruptcy trustee winding down the company's brokerage business and J.P. Morgan Chase & Co. that would funnel $300 million to the firm's customers. 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. In April 2013, 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. MH EQUITY: Indiana-Based P/E Fund Files Bankruptcy -------------------------------------------------- Jeff Swiatek, writing for Indianapolis Star, reports that MH Equity Managing Member LLC -- a private equity fund management company run by Carmel, Ind., businessman Stephen Hilbert -- has filed for a Chapter 11 reorganization bankruptcy, listing liabilities of $1 million to $10 million and assets of $10 million to $50 million. The Star relates that MH Equity Managing Member LLC is the manager of the Hilbert-founded MH Private Equity Fund LLC, which had invested in a host of companies since its formation in 2005, from a tanning lotion maker to a gambling "racino." The fund has been shrinking its holdings after a split between Mr. Hilbert and John Menard, the billionaire founder of the Menards' home improvement chain, who was a major investor in the fund. According to the report, MH Equity said in its bankruptcy petition that it faces a Wisconsin lawsuit seeking $10 million in damages from Merchant Capital, owned by Mr. Menard. MILES ELECTRIC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Miles Electric Vehicles Limited 2340 S. Fairfax Avenue Los Angeles, CA 90016 Bankruptcy Case No.: 13-11511 Chapter 11 Petition Date: June 11, 2013 Court: U.S. Bankruptcy Court District of Delaware Debtors' Counsel: Jeffrey M. Schlerf, Esq. FOX ROTHSCHILD, LLP 919 North Market Street, Suite 1600 Wilmington, DE 19801 Tel: (302) 654-7444 Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $50,000,001 to $100,000,000 Affiliate that simultaneously filed for Chapter 11: Debtor Case No. ------ -------- Lio Energy Systems Holdings LLC 13-11512 The Company did not file a list of creditors together with its petition. The petitions were signed by John S. Wilson, senior vice president/secretary/general counsel. MMRGLOBAL INC: Has Agreement to Dismiss Patent Suit vs. WebMD ------------------------------------------------------------- MyMedicalRecords, Inc., MMRGlobal, Inc.'s wholly owned subsidiary, sued WebMD Health Corp. and WebMD Health Services Group, Inc., in federal district court for patent infringement. MMR has entered into a written agreement with WebMD to dismiss the case without prejudice to re-filing the same case again, in order to continue to try and resolve the matter without the timing constraints imposed by the lawsuit. As the dismissal is without prejudice, MMR retains the right to re-file the litigation at any time. The complaint was filed in the United States District Court for the Central District of California, case number CV 13-00979 (ODW/SHx), on Feb. 11, 2013, and is available on the court's Web site http://www.pacer.gov/. Robert H. Lorsch, CEO of MMRGlobal, said, "As a former arbitrator for the American Arbitration Association, I learned from firsthand experience that resolving disputes privately at a table is always my preferred course of action when compared to spending millions of dollars in legal fees over years in a courtroom. As the inventor of MMR's health IT patent portfolio, I see this announcement as a positive development for the Company. The purpose in filing our patents has always been to protect MMR's constitutional right to own property and sell the products and services which include our patented IP. We hope this will be the first of many similar opportunities to build business relationships at the negotiating table with hospitals, providers, vendors and others who may be infringing on the Company's IP." The Company also announced that domestically, it has initiated service of its patent infringement complaint recently filed against Jardogs LLC, a subsidiary of Allscripts, case number CV 13-3560, which can also be found at http://www.pacer.gov/. According to the complaint, Jardogs provides health information services to consumers and healthcare providers and Jardogs, while infringing on MMR's patent, also has induced others including Allscripts, distributors, agents, resellers and users to infringe one or more claims of the patent. Internationally, MMR has retained the Sydney, Australia-based law firm of Rockwell Olivier, which earlier this week advised the National E-Health Transition Authority in Australia ("NEHTA") that based on preliminary investigations, the personally controlled electronic health record system deployed by NEHTA appears in many respects to be using the same methods as MMR's MyMedicalRecords Australian patents, specifically numbers 2006202057 and 2008202401. "While we continue to pursue additional licensing opportunities, we remain confident in the value of our seven issued U.S. patents and global patents in 12 countries around the world. MMR remains committed to aggressively leveraging our portfolio of health information technology patents in the marketplace to obtain the highest value for our stockholders, employees and vendors," Lorsch added. About MMRGlobal Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF) -- http://www.mmrglobal.com/-- through its wholly-owned operating subsidiary, MyMedicalRecords, Inc., provides secure and easy-to- use online Personal Health Records (PHRs) and electronic safe deposit box storage solutions, serving consumers, healthcare professionals, employers, insurance companies, financial institutions, and professional organizations and affinity groups. The Company's balance sheet at March 31, 2013, showed $2.25 million in total assets, $9.04 million in total liabilities and a $6.79 million total stockholders' deficit. MMRGlobal incurred a net loss of $5.90 million in 2012, as compared with a net loss of $8.88 million in 2011. Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the years ended Dec. 31, 2012, and 2011, that raise substantial doubt about the Company's ability to continue as a going concern. MONARCH COMMUNITY: Offering Common Stock at $2 Apiece ----------------------------------------------------- Monarch Community Bancorp, Inc., the parent company of Monarch Community Bank, said that its Board of Directors has set $2.00 per share (on a post-split basis) as the common stock offering price for its previously announced $16.5 million private placement equity offering. On May 7, 2013, the Company announced that it had engaged two well respected investment banking firms to co-lead a private placement equity offering of $16.5 million. The equity offering is conditioned upon Monarch completing a transaction with the U.S. Department of Treasury for the retirement of Monarch's Capital Purchase Program (CPP) preferred stock and accrued, unpaid interest and dividends, totaling approximately $8.2 million, for the total sum of approximately $4.5 million. About Monarch Community Coldwater, Michigan-based Monarch Community Bancorp, Inc. (OTC QB: MCBF) is the parent company of Monarch Community Bank. The Bank operates five full service retail offices in Branch, Calhoun and Hillsdale counties and eight loan production offices in Kalamazoo, Calhoun, Berrien, Ingham, Lenawee, Kent, Livingston and Jackson counties and one in Steuben county, Indiana. Plante & Moran, PLLC, in Grand Rapids, Michigan, expressed substantial doubt about Monarch Community's ability to continue as a going concern, noting that the Corporation has suffered recurring losses from operations and as of Dec. 31, 2012, did not meet the minimum capital requirements as established by its regulators. The Company reported a net loss of $353,000 on net interest income of $6.5 million in 2012, compared with a net loss of $353,000 on net interest income of $6.8 million in 2011. The Company's balance sheet at March 31, 2013, showed $196.66 million in total assets, $186.62 million in total liabilities and $10.04 million in total stockholders' equity. MORALES FAMILY: Case Summary & 2 Unsecured Creditors ---------------------------------------------------- Debtor: The Morales Family Trust dated June 26, 1995 10286 Sunland Blvd. Shadow Hills, CA 91040 Bankruptcy Case No.: 13-25056 Chapter 11 Petition Date: June 7, 2013 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Barry Russell Debtor's Counsel: Andrew A. Goodman, Esq. GREENBERG & BASS 16000 Ventura Blvd Ste 1000 Encino, CA 91436 Tel: (818) 382-6200 Fax: (818) 986-6534 E-mail: agoodman@greenbass.com Scheduled Assets: $3,984,697 Scheduled Liabilities: $1,965,826 A copy of the Company's list of its two unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/cacb13-25056.pdf The petition was signed by Guillermo Soto Morales, trustee. MS DEE INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Ms. Dee, Inc. dba Molly N Me 6037 Baker Road Minnetonka, MN 55345 Bankruptcy Case No.: 13-42909 Chapter 11 Petition Date: June 7, 2013 Court: United States Bankruptcy Court District of Minnesota (Minneapolis) Judge: Michael E. Ridgway Debtor's Counsel: Steven B. Nosek, Esq. STEVEN B. NOSEK, P.A. 2855 Anthony Ln S, Ste 201 St. Anthony, MN 55418 Tel: (612) 335-9171 Fax: (612) 789-2109 E-mail: snosek@visi.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/mnb13-42909.pdf The petition was signed by Deanne Moss, president. MUNDY RANCH: Balks at Robert Mundy's Motion to Appoint Trustee -------------------------------------------------------------- Mundy Ranch, Inc. has responded to Robert Mundy's amended motion to appoint trustee or examiner, or to convert the case to one under Chapter 7. Robert Mundy is a shareholder of Mundy Ranch Inc. The Debtor, in its response, denied that it is being managed solely by James Mundy and David Metler. The Debtor explained that is managed by a board consisting of four members, of which two are James Mundy and David Metler. The Debtor also denied that "cause" exists to appoint a trustee or examiner or to convert the case to one under Chapter 7. The Debtor asserted that Robert Mundy is using the amended motion to pursue a personal vendetta against James Mundy. In a separate filing, secured creditor Valley National Bank also objected to Robert Mundy's amended motion to the extent that the examiner's investigation hinders, interferes with, or delays the implementation of the terms of the Proposed Order or the liquidation of the Debtor's assets sufficient to pay VNB or delays the distribution of proceeds from a sale of the Debtor's assets to VNB. As reported by the Troubled Company Reporter on May 16, 2013, the Court rescheduled until July 9, 2013, at 9 a.m., the hearing to consider Robert Mundy's request for appointment of a Chapter 11 trustee or examiner to replace management of Mundy Ranch. Robert Mundy is the son of James Mundy, the president and person- in-control of the Debtor. The entire beneficial interest of the Debtor is owned by James Mundy, sons Robert and Mark Mundy, or by children of Mark Mundy. The Debtor is being managed by James Mundy, and by its vice president, David Metler. James Mundy is the largest individual shareholder of the Debtor, owning directly or through family limited partnerships or trusts approximately 40% of the equity security interests in the debtor. Mr. Metler has been designated by the Debtor as its official representative in the bankruptcy proceedings. About Mundy Ranch Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family- owned corporation organized under the laws of the State of New Mexico with its principal place of business in Rio Arriba County, New Mexico. Mundy Ranch sells undeveloped parcels of real property in northern New Mexico which together occupy approximately 6,000 acres of land. The majority of the land consists of an undivided 5,500 acre parcel, which is also called Mundy Ranch. Mundy Ranch scheduled the Mundy Ranch Parcel as having a value of $17,000,000, with secured claims against the Mundy Ranch Parcel in the amount of $2,095,000. Mundy Ranch generates substantially all of its revenue from developing and selling parcels of land. It generates a small amount of revenue by selling Christmas trees. Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M. Case No. 12-13015) in Albuquerque, New Mexico. The Law Office of George Dave Giddens, PC, in Albuquerque, serves as counsel to the Debtor. The Debtor estimated assets of $10 million to $50 million and debts of up to $10 million. NATURAL PORK: Amendment to Variant Capital Hiring Approved ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Iowa approved Natural Pork Production II LLP's first supplemental amendment to the employment of Variant Capital Advisors as investment banker. The Court also directed that the application previously approved for employment of Variant Capital on behalf of Brayton, LLC, will be amended and supplemented by stipulation between the Debtor and Office of the U.S. Trustee. The Court said that terms and conditions approved under the original application remain unchanged. As reported by the Troubled Company Reporter on March 18, 2013, the Court granted the Debtor permission to employ Variant Capital as its investment banker in its case and in cases of its affiliated debtors Brayton LLC, Crawfordsville LLC, and South Harlan LLC. Variant Capital will assist the Debtors with strategic advisory services in connection with the auction and sale of several of their operating assets. About Natural Pork Hog raiser Natural Pork Production II, LLP, filed for Chapter 11 bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11, 2012, in Des Moines. The Company formerly did business as Natural Pork Production, LLC. It does business as Crawfordsville, LLC, Brayton, LLC, South Harlan, LLC, and North Harlan, LLC. The Debtor disclosed $31.9 million in asset and $27.9 million in liabilities, including $7.49 million of secured debt in its schedules. Bankruptcy Judge Anita L. Shodeen oversees the case. Donald F. Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the Debtor as general reorganization counsel. John C. Pietila, Esq., at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines, Iowa, represents the Debtor as special corporate counsel, effective as of the Petition Date. Aaron L. Hammer, Esq., Mark S. Melickian, Esq., and Michael A. Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in Chicago, represent the Official Committee of Unsecured Creditors. Conway MacKenzie, Inc., serves as its financial advisor. Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar Financial Services, ACA, and AgStar Financial Services, FLCA, as counsel. Michael P. Mallaney, Esq., at Hudson Mallaney Schindler & Anderson, in West Des Moines, Iowa, represents the IC Committee as counsel. NEW ENERGY: Gets Fourth Interim Approval to Access Cash Collateral ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Indiana gave its stamp of approval on a fourth interim agreed order that allows New Energy Corp., to continue using cash collateral. The senior secured creditor, United States Department of Energy, and the Committee of Unsecured Creditors consent to the use of cash collateral to pay the expenses in the Chapter 11 case until June 23, 2013. As adequate protection from any diminution in value of the lender's collateral, the Debtor will grant the lender replacement liens on all property, subject to carve out on certain expenses. As reported by the Troubled Company Reporter on March 22, 2013, the Debtor became indebted to the U.S. Department of Energy upon the Debtor's acquisition of its business from an entity that had defaulted on a loan guaranteed by DOE under the Alcohol Fuels Program. As of the Petition Date, the Debtor's total obligations to DOE totaled $33,349,500. The Debtor is also indebted to LF Financial, LLC, pursuant to certain various credit facilities in the aggregate amount of $7,097,000 as of the Petition Date. The debt owed to both DOE and LF Financial is secured by valid, enforceable, properly perfected and non-avoidable liens and security interests in all of the Debtor's property. DOE has first priority liens of up to $2.6 million in collateral, and the remainder of the DOE's liens is equal in priority with those of LF Financial. About New Energy Corp. New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012. The Debtor's ethanol facility is the first large-scale Greenfield ethanol plant constructed in the U.S. and is capable of producing 100 million gallons of ethanol per year. The Debtors has operated continuously, without interruption since 1984. The Debtor's operations generated over $280 million in revenue in 2011. At historical production rates, the Company employs 85 to 90 people to run operations, power the plant and to administer the business operations of the Debtor. Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in Indianapolis, serves as counsel. The Debtor estimated assets of at least $10 million and liabilities of at least $50 million. NEW ENERGY: Chrobot's Motion for Stay Relief Denied --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Indiana denied Randall L. Chrobot' motion for relief from automatic stay in the Chapter 11 case of New Energy Corp. The Court concluded that there was no cause to lift the automatic stay, and that Mr. Chrobot's request that the stay be lifted to continue a state court trial was without any merit. Mr. Chrobot filed a lawsuit against the Debtor in the St. Joseph Circuit Court on March 1, 2010, alleging state law claims. The Bankruptcy Court said the characterization of Mr. Chrobot's claim as a non-priority, unsecured claim is a bankruptcy rather than a state court issue, and any objection to that position must be considered in Bankruptcy Court. The Bankruptcy Court also held that, in light of the Department of Energy's secured claim of $33 million and of other secured claims, and in light of the lower amount of the Debtor's total assets available for creditors, Mr. Chrobot's claim is not likely to receive a substantial distribution from the Debtor's bankruptcy estate. The DOE also has objected to Mr. Chrobot's motion. About New Energy Corp. New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012. The Debtor's ethanol facility is the first large-scale Greenfield ethanol plant constructed in the U.S. and is capable of producing 100 million gallons of ethanol per year. The Debtors has operated continuously, without interruption since 1984. The Debtor's operations generated over $280 million in revenue in 2011. At historical production rates, the Company employs 85 to 90 people to run operations, power the plant and to administer the business operations of the Debtor. Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in Indianapolis, serves as counsel. The Debtor estimated assets of at least $10 million and liabilities of at least $50 million. NEW ENERGY: Court Approves Report on Asset Sale ----------------------------------------------- Bankruptcy Judge Harry C. Dees Jr., has issued an order approving a report of sale of substantially all of the assets of New Energy Corp. In the report of sale, New Energy said that: 1. the sale of substantially all of its assets to SB Ethanol Real Estate LLC and SB Ethanol Assets LLC -- as designees of Maynards Industries (1991) Inc. and Biditup Auctions Worldwide, Inc., closed on March 18, 2013. 2. SB Ethanol Real Estate LLC took title to the Debtor's real property, and SB Ethanol Assets LLC took title to the Debtor's personal property; and 3. of the $2,500,000 paid by the successful bidder for substantially all assets, $500,000 was allocated to the Debtor's real property and $2,000,000 was allocated to the Debtor's personal property. About New Energy Corp. New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012. The Debtor's ethanol facility is the first large-scale Greenfield ethanol plant constructed in the U.S. and is capable of producing 100 million gallons of ethanol per year. The Debtors has operated continuously, without interruption since 1984. The Debtor's operations generated over $280 million in revenue in 2011. At historical production rates, the Company employs 85 to 90 people to run operations, power the plant and to administer the business operations of the Debtor. Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in Indianapolis, serves as counsel. The Debtor estimated assets of at least $10 million and liabilities of at least $50 million. NEW ENGLAND COMPOUNDING: Some Tort Suits Moved to Mass. Dist. Ct. ----------------------------------------------------------------- District Judge F. Dennis Saylor, IV, issued a Corrected Memorandum and Order dated May 31, 2013, on the motion of the Chapter 11 Trustee for New England Compounding Pharmacy, Inc., to transfer certain personal injury tort and wrongful death lawsuits arising out of the administration of an injectable steroid, methylprednisolone acetate ("MPA"), manufactured by NECC. The complaints allege, in substance, that NECC produced contaminated MPA that led to serious fungal infections and, in some instances, death. As of May 6, 2013, the Centers for Disease Control and Prevention had reported 53 deaths and 733 incidents of fungal infection across 20 states related to injections of contaminated MPA manufactured by NECC since October 2012. Lawsuits alleging death or injury based on contaminated MPA have been filed in multiple federal and state jurisdictions around the country, including the District of Massachusetts, beginning in November 2012. In February 2013, the Judicial Panel on Multidistrict Litigation ("JPML") issued an order under 28 U.S.C. Sec. 1407 transferring various federal-court proceedings to District of Massachusetts Court for coordinated and consolidated pretrial proceedings. Subsequent orders of the JPML have transferred other "tag-along" cases to the Mass. District Court. The matters transferred to the District Court typically name additional defendants other than NECC, including certain of its officers and shareholders and certain affiliated corporations. After NECC filed for bankruptcy protection in December 2012, Paul D. Moore, the bankruptcy trustee, moved to transfer all personal injury and wrongful death cases, wherever filed, to the Massachusetts District Court, to facilitate that process and achieve that desirable end. The trustee thus seeks the transfer not only of all federal cases, but of all related state cases, regardless of the identity of the defendants. In substance, the trustee contends that the District Court can exercise "related-to" jurisdiction over all such matters under 28 U.S.C. Sections 1334 and 157(b), and should transfer the matters to the District of Massachusetts. In the Corrected ruling, Judge Saylor said: (1) The Chapter 11 Trustee's Motion is granted as to (1) those cases against NECC or any affiliated entity or individual pending in federal courts, (2) those cases against NECC or any affiliated entity or individual in the process of being removed from state court, and (3) those cases pending in state courts in which any party has asserted a claim (including a claim for contribution or indemnity) against NECC or any affiliated entity or individual. The motion is denied as to those cases pending in state courts in which no claim against NECC or an affiliated entity or individual has been asserted, without prejudice to its renewal with as to those cases; (2) Roanoke Gentry Locke Plaintiffs' Motion for Mandatory Abstention is denied; (3) the Defendants' Motions to Withdraw the Reference in the following cases are granted: Shaffer et al v. Cadden, 1:13-cv- 10226-FDS Schroder et al v. New England Compounding Pharmacy, Inc., 1:13-cv-10227-FDS Cary v. New England Compounding Pharmacy, Inc., 1:13-cv-10228-FDS Adams v. Cadden, 1:13-cv-10229-FDS (4) Plaintiffs' Motions to Remand in these cases are denied: Thompson v. New England Compounding Pharmacy, Inc., 1:12-cv-12074- FDS Armstrong v. New England Compounding Pharmacy, Inc., 1:12-cv- 12077-FDS Guzman v. New England Compounding Pharmacy, Inc., 1:12-cv-12208- FDS Devilli, et al. v. Ameridose, LLC, et al., 1:13-cv-11167-FDS Marko v. New England Compounding Pharmacy, Inc., et al., 1:13-cv- 10404-FDS Pennington v. New England Compounding Pharmacy, Inc., et al., 1:13-cv-10406-FDS Hannah v. New England Compounding Pharmacy, Inc., et al., 1:13-cv- 10407-FDS Leaverton v. New England Compounding Pharmacy, Inc., et al., 1:13- cv-10408-FDS Jones v. New England Compounding Pharmacy, Inc., et al., 1:13-cv- 10409-FDS Ramos v. New England Compounding Pharmacy, Inc., et al., 1:13-cv- 10410-FDS Rios v. New England Compounding Pharmacy, Inc., et al., 1:13-cv- 10411-FDS Rivera v. New England Compounding Pharmacy, Inc., et al., 1:13-cv- 10412-FDS Tolotti v. New England Compounding Pharmacy, Inc., et al., 1:13- cv-10413-FDS Tayvinsky v. New England Compounding Pharmacy, Inc., et al., 1:13- cv-10414-FDS Zavacki v. New England Compounding Pharmacy, Inc., et al., 1:13- cv-10441-FDS Letizia v. New England Compounding Pharmacy, Inc., 1:13-cv-10442- FDS Gould v. New England Compounding Pharmacy, Inc., 1:13-cv-10444-FDS Tisa v. New England Compounding Pharmacy, Inc., et al., 1:13-cv- 10446-FDS Normand v. New England Compounding Pharmacy, Inc., et al., 1:13- cv-10447-FDS Radford v. New England Compounding Pharmacy, Inc., et al., 1:13- cv-10688-FDS Rhodes v. New England Compounding Pharmacy, Inc., 1:13-cv-10504- FDS (5) The Court will issue separate orders in the dockets of the specific cases just referenced as to the motions affected by the order. The individuals who have been named in cases before the Massachusetts District Court due to their positions within NECC or affiliated entities include Barry J. Cadden, Lisa Conigliaro Cadden, Gregory Conigliaro, Douglas Conigliaro, Carla Conigliaro, and Glenn A. Chin. As of the date of the Court's order, these entities have been alleged to be affiliated with NECC in cases before the District Court: Ameridose, LLC; Medical Sales Management, Inc.; Alaunus Pharmaceutical, LLC; GDC Properties Management, LLC; and GDC Holdings, Inc. Other state-court plaintiffs dismissed their claims against NECC after the bankruptcy filing. A copy of the Corrected Memorandum and Order is available at http://is.gd/r3sJJRfrom Leagle.com. Consolidated Plaintiffs represented by: Elliot L. Olsen, Esq., Ruohonen & Associates, P.A., J. Scott Sexton, Esq. -- Sexton@gentrylocke.com -- at Gentry Locke Rakes & Moore, S. James Boumil, Esq. -- SJBoumil@Boumil-Law.com -- at Boumil Law Offices, Alyson L. Oliver, Esq., at Oliver Law Group PC, Anne Andrews, Esq., at Andrews & Thornton, Elisha N. Hawk, Esq. -- EHawk@myadvocates.com -- at Janet Jenner & Suggs LLP, Fredric L. Ellis, Esq., at Ellis & Rapacki, Michael Coren, Esq. -- mcoren@cprlaw.com -- at Cohen, Placitella & Roth, P.C. Thomas B. Martin, Esq. -- tmartin@feldmanshepherd.com -- Feldman, Shepherd, Wholgelernter, Tanner, Dodig & Weinstock. Plaintiffs' Steering Committee, Plaintiffs Liaison Counsel, represented by: Elizabeth J. Cabraser, Esq. -- ecabraser@lchb.com -- at Lieff, Cabraser & Heimann, J. Gerard Stranch, IV, Esq. -- gerards@branstetterlaw.com -- at Branstetter, Stranch & Jennings, PLLC, Kimberly A. Dougherty, Esq. -- kdougherty@myadvocates.com -- at Janet Jenner & Suggs, LLC, Kristen Johnson Parker, Esq. -- kristenjp@hbsslaw.com -- at Hagens Berman Sobol Shapiro LLP, Marc E. Lipton, Esq., at Lipton Law, Mark P. Chalos, Esq. -- mchalos@lchb.com -- at Lieff, Cabraser, Heimann & Bernstein, LLP, O. Mark Zamora, Esq., and Patrick Thomas Fennell, Esq., at Crandall & Katt Thomas M. Sobol, Esq. -- tom@hbsslaw.com -- at Hagens Berman Sobol Shapiro LLP. Federal-State Liaison Counsel, Plaintiffs Liaison Counsel, represented by: Elizabeth J. Cabraser, Esq., and Mark P. Chalos, Esq., at Lieff, Cabraser, Heimann & Bernstein, LLP. Lead Counsel, Plaintiffs Liaison Counsel, represented by: Thomas M. Sobol, Esq., and Kristen Johnson Parker, Esq., at Hagens Berman Sobol Shapiro LLP. Alaunus Pharmaceutical, LLC, Defendant, represented by: Ryan A. Ciporkin, Esq. -- rciporkin@lawson-weitzen.com -- at Lawson & Weitzen. New England Compounding Pharmacy, Inc., Defendant, represented by: Frederick H. Fern, Esq. -- ffern@harrisbeach.com -- at Harris Beach PLLC, Alan M. Winchester, Esq. -- awinchester@harrisbeach.com -- at Harris Beach, PLLC, Daniel E. Tranen, Esq. -- dtranen@hinshawlaw.com -- at Hinshaw & Culbertson LLP, Geoffrey M. Coan, Esq. -- gcoan@hinshawlaw.com -- at Hinshaw & Culbertson LLP, Jessica Saunders Eichel, Esq. -- jeichel@harrisbeach.com -- at Harris Beach PLLC & Judi Abbott Curry, Esq. -- jcurry@harrisbeach.com -- at Harris Beach, PLLC. Ameridose LLC, Defendant, represented by: Alan M. Winchester, Esq., at Harris Beach, PLLC, Matthew P. Moriarty, Esq. -- matthew.moriarty@tuckerellis.com -- at Tucker Ellis, LLP, Richard A. Dean, Esq. -- richard.dean@tuckerellis.com -- at Tucker Ellis, LLP, Thomas W. Coffey, Esq. -- thomas.coffey@tuckerellis.com -- at Tucker Ellis LLP, Matthew E. Mantalos, Esq. -- mantalos@tsd-lawfirm.com -- at Tucker, Saltzman & Dyer, LLP, Paul Saltzman, Esq. -- saltzman@tsd-lawfirm.com -- at Tucker, Saltzman & Dyer, LLP, Scott H. Kremer, Esq. -- kremer@tsd-lawfirm.com -- Tucker, Heifetz & Saltzman & Scott J. Tucker, Esq. -- tucker@tsd-lawfirm.com -- at Tucker, Saltzman & Dyer, LLP. [As of January 1, 2013, Tucker, Heifetz & Saltzman, LLP became two firms, Heifetz Rose, LLP, and Tucker, Saltzman & Dyer, LLP.] Medical Sales Management, SW, Inc., Defendant, represented by: Daniel M. Rabinovitz, Esq., at Michaels & Ward, LLP, Alan M. Winchester, Esq., at Harris Beach, PLLC, Daniel E. Tranen, Esq., at Hinshaw & Culbertson LLP & Geoffrey M. Coan, Esq., at Hinshaw & Culbertson LLP. Barry J Cadden, Defendant, represented by: Alan M. Winchester, Esq., at Harris Beach, PLLC & Frederick H. Fern, Esq., at Harris Beach PLLC. Greg Conigliaro, Defendant, represented by: Alan M. Winchester, Esq., at Harris Beach, PLLC & Frederick H. Fern, Esq., at Harris Beach PLLC. Lisa Conigliaro Cadden, Defendant, represented by: Alan M. Winchester, Esq., at Harris Beach, PLLC & Frederick H. Fern, Esq., at Harris Beach PLLC. GDC Properties Management, LLC, Defendant, represented by: Joseph P. Thomas, Esq. -- jthomas@ulmer.com -- at Ulmer & Berne LLP, Joshua A. Klarfeld, Esq. -- jklarfeld@ulmer.com -- at Ulmer & Berne LLP & Robert A. Curley, Jr., Esq., at Curley & Curley P.C. ARL Bio Pharma, Inc., Defendant, represented by: Kenneth B. Walton, Esq. -- kwalton@donovanhatem.com -- at Donovan & Hatem, LLP & Kristen R. Ragosta, Esq. -- kragosta@donovanhatem.com -- at Donovan & Hatem, LLP. Douglas Conigliaro, Defendant, represented by: Alan M. Winchester, Esq., at Harris Beach, PLLC, Frederick H. Fern, Esq., at Harris Beach PLLC, Heidi A. Nadel, Esq. -- hnadel@toddweld.com -- at Todd & Weld LLP Melinda L. Thompson, Esq. -- mthompson@toddweld.com -- at Todd & Weld. Carla Conigliaro, Defendant, represented by: Alan M. Winchester, Esq., at Harris Beach, PLLC, Frederick H. Fern, Esq., at Harris Beach PLLC, Heidi A. Nadel, Esq., at Todd & Weld LLP & Melinda L. Thompson, Esq., at Todd & Weld. Glenn Chin, Defendant, represented by: Alan M. Winchester, Esq., at Harris Beach, PLLC & Frederick H. Fern, Esq., at Harris Beach PLLC. South Jersey Healthcare, Defendant, represented by: Stephen A. Grossman, Esq. -- sgrossman@mmwr.com -- at Montgomery McCracken Walker & Rhoads LLP. South Jersey Regional Medical Center, Defendant, represented by: Stephen A. Grossman, Esq., at Montgomery McCracken Walker & Rhoads LLP. Nitesh Bhagat, Defendant, represented by: John M. Lovely, Esq., at Cashman & Lovely & Joseph R. Lang, Esq. -- info@lenoxlaw.com -- at Lenox, Socey, Formidoni, Giordano, Cooley, Lang & Casey, LLC. Carilion Surgery Center New River Valley LLC, d/b/a New River Valley Surgery Center, LLC, Defendant, represented by: Michael Preston Gardner, Esq. -- michael.gardner@leclairryan.com -- at LeClair Ryan, PC United States of America, Interested Party, represented by: Zachary A. Cunha, United States Attorney's Office MA. Official Committee of Unsecured Creditors in the Chapter 11 Case of New England Compounding Pharmacy, Inc., Unknown, represented by: David J. Molton, Esq. -- dmolton@brownrudnick.com -- at Brown Rudnick LLP & Rebecca L. Fordon, Esq. -- rfordon@brownrudnick.com -- at Brown Rudnick LLP. Paul D. Moore, in his capacity as Chapter 11 Trustee of the Defendant New England Compounding Pharmacy, Inc. d/b/a New England Compounding Center, Trustee, represented by: Jennifer Mikels, Esq. -- JLMikels@duanemorris.com -- at Duane Morris LLP, Michael R. Gottfried, Esq. -- MRGottfried@duanemorris.com -- at Duane Morris LLP, Thomas B.K. Ringe, III, Esq. -- TBKRinge@duanemorris.com -- at Duane Morris LLP. Frederick H. Fern, Esq., at Harris Beach PLLC, Jessica Saunders Eichel, Esq., at Harris Beach PLLC Roanoke Area LichtensteinFishwick Intervenors, Intervenor, represented by: Gregory Lee Lyons, Esq. -- gll@vatrials.com -- at LichtensteinFishwick PLC About New England Compounding New England Compounding Pharmacy Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012, after a meningitis outbreak linked to an injectable steroid, methylprednisolone acetate ("MPA"), manufactured by NECC, killed 39 people and sickened 656 in 19 states, though no illnesses have been reported in Massachusetts. The Debtor owns and operates the New England Compounding Center is located in Framingham, Mass. In October 2012, the company recalled all its products, not just those associated with the outbreak. The company said at the outset of bankruptcy that it would work with creditors and insurance companies to structure a Chapter 11 plan dealing with personal injury claims. Daniel C. Cohn, Esq., at Murtha Cullina LLP, serves as the Debtor's counsel. Verdolino & Lowey, P.C. is the financial advisor. The Debtor estimated assets and liabilities of at least $1 million. An official unsecured creditors' committee was formed to represent individuals with personal-injury claims. The members selected Brown & Rudnick LLP to be the committee's lawyers. NEWTON'S CLEANING: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Newton's Cleaning Specialists, Inc. 701 Tilton Road Danville, IL 61832 Bankruptcy Case No.: 13-90760 Chapter 11 Petition Date: June 7, 2013 Court: United States Bankruptcy Court Central District of Illinois (Danville) Judge: Gerald D. Fines Debtor's Counsel: Jason S Bartell, Esq. BARTELL POWELL LLP 10 E. Main St. Champaign, IL 61820 Tel: (217) 352-5900 Fax: (217) 352-0182 E-mail: jbartell@bartellpowell.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Robert D. Newton, president. NORTHCORE TECHNOLOGIES: Plans to Buy Bio-Diesel Assets From Cielo ----------------------------------------------------------------- Northcore Technologies Inc. has signed a Letter of Intent with Cielo Gold Corp. to purchase certain assets that include the Blue Horizon Bio-Diesel Fuel demonstration plant and related intellectual property, that are now producing renewable green diesel fuel from municipal solid waste, with industry leading quality. Under terms of the LOI, Northcore will purchase the Bio-Diesel Assets in exchange for the issue of common shares of Northcore equivalent to a 48 percent ownership position in Northcore. Northcore will receive a 50 percent share of the profits resulting from commercialization of the Renewable-Diesel Assets, which include new production plants that will be financed by Cielo. Closing of the transaction is subject to the completion of a definitive asset purchase agreement and related due diligence, execution of closing documentation, plus applicable TSX, regulatory and shareholder approvals. Northcore has called a shareholder meeting on July 23, 2013, to approve the proposed transaction. The President of Blue Horizon Bio-Diesel, Mr. Don Allan, has been appointed as CEO of Northcore and to its Board of Directors. "The quality of our renewable-diesel has exceeded original expectations. We are clearly focused on building value for shareholders, through the business growth potential of our innovation as the first high quality renewable-diesel producer in Canada," said Don Allan, CEO of Northcore Technologies. "We have a long history of developing best-in-class technology and see the benefit of positioning within the CleanTech sector for sustainable growth. We welcome the leadership of Don Allan and look forward to the commercial benefits of our technology licensing agreement with Cielo," said Chris Bulger, Chairman of Northcore Techologies. About Northcore Technologies Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC BB: NTLNF) -- http://www.northcore.com/-- provides a Working Capital Engine(TM) that helps organizations source, manage, appraise and sell their capital equipment. Northcore offers its software solutions and support services to a growing number of customers in a variety of sectors including financial services, manufacturing, oil and gas and government. Northcore owns 50% of GE Asset Manager, LLC, a joint business venture with GE. Together, the companies work with leading organizations around the world to help them liberate more capital value from their assets. The Company reported a loss and comprehensive loss of C$3.93 million in 2011, compared with a loss and comprehensive loss of C$3.03 million in 2010. The Company's balance sheet at March 31, 2013, showed C$2.63 million in total assets, C$1.17 million in total liabilities and $1.46 million in total shareholders' equity. OCEAN SPRAY: Moody's Lowers Preferred Stock Rating to 'Ba3' ----------------------------------------------------------- Moody's Investors Service downgraded to Ba3 from Ba2 the preferred stock of Ocean Spray Cranberries, Inc., and assigned the cooperative a Ba1 Corporate Family Rating and Ba1-PD Probability of Default Rating. The rating outlook is stable. The following ratings have been assigned: - Corporate Family Rating of Ba1 - Probability of Default Rating of Ba1-PD The following rating has been downgraded: - $150 million of Series A perpetual preferred stock of from Ba2 to Ba3 (LGD 6, 99%) The rating outlook is stable. Ratings Rationale: The downgrade of Ocean Spray's Ba3 Preferred Stock Rating reflects the steady increase in debt the cooperative has incurred over the last few years, its increased reliance on its revolver to fund working capital needs, and the intense competition it faces relative to both private label and much larger branded beverage competitors. The rating also reflects the strength of the well- known Ocean Spray brand and its leading market share in the narrow category of cranberry-based foods and beverages. Moody's expects that the shift towards higher margin branded products and the investment in production capacity expansion will support earnings growth. However, Ocean Spray's recent capital investments have resulted in moderately high financial leverage for a cooperative which faces product concentration risk as exposure to commodity price volatility. While over the long term these investments should support some earnings growth, Moody's expects such growth to be in the low to mid-single digits. The rating also reflects intense competitive pressure from private label beverage companies, and volatility in commodity prices, which could tighten profit margins. Furthermore, given the high geographic concentration of raw material sources, crop supply remains a key risk factor. The stable rating outlook reflects Moody's assumption that the cooperative will maintain stable market share and earnings and maintain adequate liquidity. While unlikely over the near to intermediate term, Ocean Spray's rating could be upgraded if the cooperative expands its product diversification and scale, while maintaining operating profitability and strengthening credit metrics. The rating could be downgraded if Ocean Spray experiences earnings or liquidity deterioration, a material loss of market share or pursues large debt-financed growth initiatives that erode credit metrics. The principal methodology used in this rating was the Global Agricultural Cooperatives Industry published in August 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. OCEANIA CRUISES: S&P Assigns 'B' Rating to $375MM Facility ---------------------------------------------------------- Standard & Poor's Ratings Services assigned Miami-based cruise line operator Oceania Cruises Inc.'s proposed $375 million first- lien senior secured facility (comprised of a $75 million revolver due 2018 and a $300 million term loan due 2020) S&P's issue-level rating of 'B' (at the same level as its 'B' corporate credit rating on the company), with a recovery rating of '3', indicating S&P's expectation for meaningful recovery (50% to 70%) for lenders in the event of a payment default. The company will use the proceeds to refinance its existing first- and second-lien facilities. S&P's recovery rating of '3' (50% to 70% recovery expectation) on the planned first-lien facilities is different than the recovery rating of '2' (70% to 90% recovery expectation) on the existing first-lien facilities. In addition, S&P's issue-level rating on the planned facilities is 'B' compared with the existing facilities of 'B+', in accordance with its notching criteria for a recovery rating of '3' and '2', respectively. Both the planned revolving credit facility and term loan are larger than the existing facilities, which results in a greater amount of first-lien debt outstanding at default under S&P's simulated default scenario and reduces the recovery prospects for the planned facilities enough to warrant the lower recovery rating of '3'. All other ratings on the company are unchanged. The 'B' corporate credit rating reflects S&P's assessment of Oceania's financial risk as "highly leveraged" and the company's business risk as "weak," based on its criteria. S&P's assessment of Oceania's financial risk profile as highly leveraged reflects the company's high debt levels following delivery of Marina and Riviera and S&P's expectation that total lease-adjusted debt to EBITDA will be in the low-7x area in 2013 and improve to about 6x in 2014. S&P expects EBITDA coverage of interest expense to be in the low-2x area in 2013 and to improve to the high-2x area in 2014, which S&P considers good for the rating. This partially offsets the negative factors. S&P's assessment of Oceania's business risk profile as weak is based on its small fleet and focus on the niche upper-premium cruise space, the capital-intensive nature of the cruise industry, and the travel industry's susceptibility to economic cycles and global political events. The high quality of Oceania's vessels and good visibility into future bookings partially offset the negative rating factors. ONCURE HOLDINGS: Files for Chapter 11 with $125-Mil. Deal Near -------------------------------------------------------------- OnCure Holdings, Inc. and certain of its affiliates filed voluntary petitions to commence proceedings under Chapter 11 of the United States Bankruptcy Code in an effort to restructure their finances. The petitions were filed in the United States Bankruptcy Court for the District of Delaware. Prior to filing, OnCure, in consultation with an ad hoc group of secured noteholders, engaged in an extensive campaign to market the company's assets to potential financial and strategic buyers, resulting in an agreement in principle regarding a proposed acquisition with a third-party purchaser for aggregate consideration of approximately $125 million (and with reimbursement of certain expenses, of approximately $126.5 million). The transaction remains subject to the negotiation and execution of definitive documentation by the parties. OnCure's legal advisors in connection with its restructuring are Latham & Watkins LLP and Richards, Layton & Finger, P.A. Financial advisory services are being provided by Jefferies LLC. Match Point Partners LLC is providing management services to OnCure. For more information on OnCure's bankruptcy case, please visit www.kccllc.net/oncure, email OnCureInfo@kccllc.com, or call the case-dedicated toll-free phone number at (877) 634-7166. Headquartered in Englewood, Colorado, OnCure Holdings, Inc. -- http://www.oncure.com-- is a provider of management services and facilities to oncology physician groups throughout the country. ONCURE HOLDINGS: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Affiliated entities filing separate Chapter 11 petitions: Debtor Case No. ------ -------- OnCure Holdings, Inc. 13-11540 188 Inverness Drive West, Suite 650 Englewood, CO 80112 Oncure Medical Corp. 13-11541 Sarasota County Oncology, Inc. 13-11542 Sarasota Radiation & Medical Oncology Center, Inc. 13-11543 Mission Viejo Radiation Oncology Medical Group, Inc. 13-11544 Pointe West Oncology, LLC 13-11545 Center for Radiation Oncology of Tampa Bay, Inc. 13-11546 JAXPET/Positech, L.L.C. 13-11547 Venice Oncology Center, Inc. 13-11548 Interhealth Facility Transport, Inc. 13-11549 USCC Acquisition Corp. 13-11550 Santa Cruz Radiation Oncology Management Corp. 13-11551 USCC Healthcare Management Corp. 13-11552 Radiation Oncology Center, LLC 13-11553 Manatee Radiation Oncology, Inc. 13-11554 U.S. Cancer Care, Inc. 13-11555 USCC Florida Acquisition Corp. 13-11556 Charlotte Community Radiation Oncology, Inc. 13-11557 JAXPET, LLC 13-11558 Mica Flo II, Inc. 13-11559 Coastal Oncology, Inc. 13-11560 Englewood Oncology, Inc. 13-11561 Fountain Valley & Anaheim Radiation Oncology Centers, Inc. 13-11562 Chapter 11 Petition Date: June 14, 2013 Court: U.S. Bankruptcy Court District of Delaware About the Debtor: OnCure Holdings -- http://www.oncure.com-- is a provider of management services and facilities to oncology physician groups throughout the country. Debtors' Lead Counsel: Paul E. Harner, Esq. Keith A. Simon, Esq. LATHAM & WATKINS LLP 885 Third Avenue New York, NY 10023 Tel: 212-906-1200 Fax: 212-751-4864 Debtors' Local Counsel: Daniel J. DeFranceschi, Esq. RICHARDS, LAYTON & FINGER P.A. One Rodney Square, P.O. Box 551 Wilmington, DE 19899 Tel: 302 651-7700 Fax: 302-651-7701 E-mail: defranceschi@rlf.com Total Assets: $179,327,000 Total Debts: $250,379,000 The petition was signed by Bradford C. Burkett, CEO. Genstar Capital Partners IV L.P. holds a 72.83% stake while Caisse de Depot et Placement du Quebec holds a 16.29% stake in OnCure Holdings, Inc. Consolidated List of Creditors Holding 30 Largest Unsecured Claim: Entity Nature of Claim Claim Amount ------ --------------- ------------ Genstar Capital LLC Management Fee $2,125,000 Four Embarcadero Center Suite 1900 San Francisco, CA 94111 Tennenbaum Opportunities Noteholder Undetermined Fund VI LLC Deficiency Visium Asset Management LP Noteholder Undetermined Deficiency The Cincinnati High Yield Noteholder Undetermined Group of JP Morgan Deficiency Investment Management Inc. Principal Fund Inc - Noteholder Undetermined Global Diversified Income Fund Deficiency Oppenheimer Global Strategic Noteholder Undetermined Income Fund Deficiency Oppenheimer Global Strategic Noteholder Undetermined Income Fund Deficiency JP Morgan High Yield Fund Noteholder Undetermined Deficiency Continental Casualty Comany Noteholder Undetermined Deficiency JPMorgan Strategic Income Noteholder Undetermined Opportunities Fund Deficiency Nomura Funds Research and Noteholder Undetermined Technology Deficiency Goldman Sachs High Yield Fund Noteholder Undetermined Deficiency Copper River CLO Ltd. Noteholder Undetermined Deficiency Great American Life Insurance Noteholder Undetermined Deficiency Orpheus Funding LLC Noteholder Undetermined Deficiency Elliot & Page Limited Noteholder Undetermined Deficiency General Dynamics Corporation Noteholder Undetermined Group Trust Deficiency Kennecott Funding Ltd. Noteholder Undetermined Deficiency Sand Point Funding Ltd Noteholder Undetermined Deficiency Aston Hill Asset Noteholder Undetermined Management Inc. Deficiency BNY Mellon Noteholder Undetermined Deficiency Nomura Multi Managers Fund - Noteholder Undetermined Global High Yield Deficiency Nomura US High Yield Bond Noteholder Undetermined Income Deficiency Midland National Life Noteholder Undetermined Insurance Company Deficiency JPMorgan Investment Funds - Noteholder Undetermined Income Opportunity Fund Deficiency Oppenheimer Champion Income Noteholder Undetermined Fund Deficiency Waddell & Reed High Income Fund Noteholder Undetermined Deficiency Nomura US Attractive Yield Noteholder Undetermined Corporate Bond Fund Mother Fund Deficiency California Public Employees' Noteholder Undetermined Retirement System (5W7Y) Deficiency High Yield Corporate Bond Noteholder Undetermined Open Mother Fund Deficiency Du Pont Pension Fund Investment Noteholder Undetermined Deficiency OP-TECH ENVIRONMENTAL: Incurs $54,000 Net Loss in First Quarter --------------------------------------------------------------- OP-TECH Environmental Services, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q for the period ended March 31, 2013, disclosing a net loss of $54,191 on $5.01 million of project billings and services for the three months ended March 31, 2013, as compared with a net loss of $324,048 on $5.51 million of project billings and services for the same period a year ago. The Company's balance sheet at March 31, 2013, showed $8.99 million in total assets, $12.79 million in total liabilities and a $3.79 million shareholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/iuDonY East Syracuse, N.Y.-based OP-TECH Environmental Services, Inc., provides comprehensive environmental and industrial cleaning and decontamination services predominately in New York, New England, Pennsylvania, New Jersey, and Ohio. Dannible & McKee, LLP, in their audit report, dated May 14, 2013, for the fiscal year ended Dec. 31, 2012, expressed substantial doubt about OP-TECH Environmental's ability to continue as a going concern. The independent auditors noted that the Company has negative working capital and a stockholders' deficit at Dec. 31, 2012, and caused violations of the Company's financing agreements. The Company reported net income of $1.0 million on $32.3 million of revenues in 2012, compared with a net loss of $7.5 million on $30.7 million of revenues in 2011. ORAGENICS INC: Shareholders Elect Six Directors to Board -------------------------------------------------------- At the 2013 annual meeting of shareholders of Oragenics, Inc., which was held on June 6, the Company's shareholders elected Dr. John Bonfiglio, Dr. Frederick Telling, Christine Koski, Robert Koski, Charles Pope, and Dr. Alan Dunton as directors, to serve until the the Company's next annual meeting of shareholders or until their respective successors are elected and qualified or until their earlier resignation, removal from office or death. The shareholders approved on a non-binding advisory basis the executive compensation and selected "Every Year" as the frequency of non-binding advisory vote on executive compensation. The shareholders also ratified the selection of Mayer Hoffman McCann P.C. as the Company's independent auditors for the year ending Dec. 31, 2013. About Oragenics Inc. Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/-- is a biopharmaceutical company focused primarily on oral health products and novel antibiotics. Within oral health, Oragenics is developing its pharmaceutical product candidate, SMaRT Replacement Therapy, and also commercializing its oral probiotic product, ProBiora3. Within antibiotics, Oragenics is developing a pharmaceutical candidate, MU1140-S and intends to use its patented, novel organic chemistry platform to create additional antibiotics for therapeutic use. Oragenics incurred a net loss of $13.09 million in 2012, as compared with a net loss of $7.67 million in 2011. The Company's balance sheet at March 31, 2013, showed $8.82 million in total assets, $1.17 million in total liabilities, all current, and $7.64 million in total shareholders' equity. OZ GAS: Plan Outline Hearing Continued Sine Die ----------------------------------------------- John D. Oil and Gas Company's case docket says the Bankruptcy Court has continued until further Court order the hearing on adequacy of information in the Amended Disclosure Statement explaining the Debtor's Chapter 11 Plan. According to the Disclosure Statement, the Debtor's First Amended Plan of Reorganization dated April 22, 2013, provides that Priority Claims will receive payment in full within 60 days of the Effective Date. The Debtor will make monthly interest payments to RBS Citizens N.A. (Class 2) doing business as Charter One, on the allowed amount of the claim over a five-year term with interest at the non-default contract rate. Holders of Allowed Class 3 claims will be re-amortized to the remaining length of the contract, plus 60 months, with interest accruing at the contract rate. Allowed General Unsecured Claims (Class 4) -- unless the Debtor and the holder of any such allowed claim agree to a different treatment, each holder of an Allowed Class 4 Claim will receive 90 percent of its claim, paid in cash, within one year of the Effective Date. The Equity Interest (Class 5) owners will retain their interests in the Debtor. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/OZ_GAS_ds_1amendedplan.pdf About John D. Oil, Great Plains Exploration and Oz Gas Mentor, Ohio-based John D. Oil & Gas Co., is in the business of acquiring, exploring, developing, and producing oil and natural gas in Northeast Ohio. The Company has 58 producing wells. The Company also has one self storage facility located in Painesville, Ohio. The self-storage facility is operated through a partnership agreement between Liberty Self-Stor Ltd. and the Company. John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012. Two days later, John D. Oil filed its own Chapter 11 petition (Bankr. W.D. Pa. Case No. 12-10063). On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A., dba Charter One, a receiver was appointed for all three corporate Debtors, in the United States District Court for the Northern District of Ohio at case No. 11-cv-2089-CAB. District Judge Christopher A. Boyko issued an order appointing Mark E. Dottore as receiver. The Receivership Order was appealed to the Sixth Circuit Court of Appeals on Dec. 19, 2011 and the appeal is currently pending. Judge Thomas P. Agresti oversees the Chapter 11 cases. Robert S. Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to the Debtors. Each of Great Plains and Oz Gas estimated $10 million to $50 million in assets and debts. John D. Oil's balance sheet at Sept. 30, 2011, showed $8.12 million in total assets, $12.92 million in total liabilities and a $4.79 million total deficit. The petitions were signed by Richard M. Osborne, CEO. The United States Trustee said a committee under 11 U.S.C. Sec. 1102 has not been appointed because no unsecured creditor responded to the U.S. Trustee's communication for service on the committee. PACIFIC GOLD: CEO Held 53.9% Equity Stake at June 10 ---------------------------------------------------- Pacific Gold Corp., on June 10, 2013, issued a total of 300,000 shares of Series A Preferred Stock to Jabi Inc., an entity controlled by Robert Landau, the Company's chief executive officer, in full payment of a $300,000 promissory note issued by the Company to Jabi Inc. As a result of the transaction, the number of the Company's shares of common stock beneficially owned by Mr. Landau, increased to 3,031,798,501 shares, and Mr. Landau's percentage of beneficial ownership of the Company's common stock increased to 53.9 percent. A copy of the amended Schedule 13D is available for free at http://is.gd/wob0rJ The Company filed a Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock with the Secretary of State of the State of Nevada, which authorizes the Company to issue up to 300,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share. The Series A Preferred Stock ranks senior in preference and priority to the Company's common stock with respect to dividend and liquidation rights and, except as provided in the Certificate of Designation or otherwise required by law, will vote with the common stock on an as converted basis on all matters presented for a vote of the holders of common stock, including directors. Furthermore, until the Company consummates equity financing from institutional or strategic investors of at least a $10,000,000, the approval of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a separate class, will be required for certain corporate actions. Subject to the terms of the Certificate of Designation, the Series A Preferred Stock is convertible (at a 1:10,000 ratio) into 3,000,000,000 shares of common stock, subject to adjustment for stock splits and similar events. For a period of 6 years after issuance, shares of Series A Preferred Stock may be redeemed by the Company at a price equal to the greater of (A) 1.50 times $1.00 (the original issue price) per share, plus 10 percent per annum of the original issue price for each full year that the Series A Preferred Stock is outstanding up to and as of the date of redemption, and (B) the Fair Market Value (as determined in the manner set forth in the Certificate of Designation) of a single share of Series A Preferred Stock as of the date of the Company's giving of the redemption notice. A copy of the Certificate of Designation is available for free at: http://is.gd/Ge5ISQ About Pacific Gold Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the identification, acquisition, and development of prospects believed to have gold mineralization. Pacific Gold through its subsidiaries currently owns claims, property and leases in Nevada and Colorado. Pacific Gold diclosed a net loss of $16.62 million in 2012, as compared with a net loss of $1.38 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $1.45 million in total assets, $15.06 million in total liabilities and a $13.61 million total stockholders' deficit. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company's ability to continue as a going concern. PACIFIC GOLD: Magna Group No Longer Holds Shares as of June 10 -------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Joshua Sason and Magna Group, LLC, disclosed that, as of June 10, 2013, they do not beneficially own shares of common stock of Pacific Gold Corp. Magna Group previously reported beneficial ownership of 148,000,000 shares of common stock or 7.2784 percent equity stake. A copy of the amended regulatory filing is available at http://is.gd/xCI1pv About Pacific Gold Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the identification, acquisition, and development of prospects believed to have gold mineralization. Pacific Gold through its subsidiaries currently owns claims, property and leases in Nevada and Colorado. Pacific Gold disclosed a net loss of $16.62 million in 2012, as compared with a net loss of $1.38 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $1.45 million in total assets, $15.06 million in total liabilities and a $13.61 million total stockholders' deficit. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company's ability to continue as a going concern. PATRIOT COAL: Denies Ending Talks; Union Threatens to Strike ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that according to the United Mine Workers union, Patriot Coal Corp. ended talks intended to avert the imposition of wage and benefit concessions authorized by the St. Louis bankruptcy judge in her 102-page opinion in May. The union is threatening to strike. According to the report, calling the union's statement "inaccurate and distorted," the coal producer said late June 12 that the company hadn't discontinued talks. Rather, the company said it needed a two-day adjournment of negotiations to analyze the $40 million in demands the union was making beyond what the court authorized. The report notes that in a statement, the union said the company cut off further talks, with the two sides $30 million to $35 million apart. The company intends to implement the court- approved concessions on July 1, the union said. Threatening a strike, union President Cecil E. Roberts said, "I could not recommend to our membership that they work under those terms." Ms. Roberts said the membership "will have their say about whether they want to work under it or not." Ms. Roberts said a strike vote likely will be held during the last week of June. The report says that although bankruptcy law gives the judge power to reduce wages and benefits in a union contract, the court can't preclude ordinary workers from striking in protest. In her opinion, U.S. Bankruptcy Judge Kathy A. Surratt-States said advocacy of a strike is an "indefensible position." She said it was "unfathomable that the union might desire to bring about the debtors' liquidation." The report notes that Hostess Brands Inc., the baker of Wonder bread, won the battle with labor only to lose the war. The bankruptcy judge in New York allowed the company to impose concessions on union workers. The bakery workers' union went on strike in protest, forcing Hostess to liquidate in bankruptcy. Airlines and railroad bankruptcies are the sole exceptions where the bankruptcy court has power to enjoin a strike. By combination of the Railway Labor Act and the U.S. Bankruptcy Code, a federal appeals court ruled that a bankruptcy judge has power to enjoin a strike and force airline workers to accept lower wages and benefits. The Bloomberg News report discloses that the union is appealing from Judge Surratt-States ruling last month allowing Patriot to modify union contracts and reduce the guarantee of lifetime medical care for retirees. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis& Frankel LLP serves as its counsel. HoulihanLokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PLYMOUTH EDUCATIONAL: S&P Lowers Rating on $12.7MM Bonds to 'BB-' ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its long- term rating to 'BB-' from 'BB+' on Plymouth Educational Center Charter School, Mich.'s school's $12.7 million series 2005 public school academy revenue and refunding bonds. At the same time, Standard & Poor's assigned its 'BB-' long-term rating to the school's $4.2 million series 2013 public school academy revenue and refunding bonds. The outlook on all bonds is stable. "The downgrade reflects our view of Plymouth's significantly weak cash position, with two days' and three days' cash on hand in fiscal years 2011 and 2012, respectively," said Standard & Poor's credit analyst Avani Parikh, "which limits operating flexibility in the event of any unexpected expenses, enrollment fluctuations or operating pressures." While S&P notes the school is making continued, but modest, gains in its unrestricted cash position through concentrated operational improvements and is reducing its dependence on short-term cash flow borrowing through state aid anticipation notes, current levels are extremely weak. "In addition, over the past year," added Ms. Parikh, "Plymouth has experienced a softening in its enrollment and demand profile as a result of continued economic pressures in Detroit and an increasingly transient population, with fall 2012 enrollment coming in below levels management had originally projected." Management indicates it has taken strategic steps to reverse the enrollment decline, although S&P notes the school's light waiting list provides limited flexibility in the event of continued enrollment pressures. In S&P's view, the school is able to manage the additional debt service payments associated with the series 2013 issuance, with debt service payments less than current lease payments, supporting good pro forma maximum annual debt service (MADS) coverage. The rating is further supported by the school's improved operating performance from a sizable deficit in fiscal 2009 and historically stable enrollment and demand. The rating reflects S&P's assessment of the school's: -- Very weak cash position with only two days' cash on hand in fiscal 2011 and three days' cash on hand in fiscal 2012; -- Lower-than-anticipated enrollment in fall 2012 and recent softness in the school's demand profile, although historically enrollment growth has been consistent; -- Adequate unreserved general fund balance equivalent to 5.7% of fiscal 2012 operating expenses; -- Potential for additional administrative, maintenance and operational expenses associated with the management of the new building purchase; and -- Inherent uncertainty associated with charter renewals given that the final maturity of the bonds exceeds the time horizon of the existing charter. In S&P's opinion, credit strengths include: -- Good pro forma MADS coverage of 1.3x based on fiscal 2012 and projected fiscal 2013 operations, with the additional debt service payments less than historical lease payments; -- Manageable pro forma MADS burden of 12% and 13% of fiscal 2012 and projected fiscal 2013 operating expenses, respectively; -- Three successful charter renewals with a current charter that expires in 2014 and a good relationship with the charter authorizer, Central Michigan University (CMU); -- Adequate academic performance with standardized test scores that are consistently above Detroit Public Schools, but below state averages, reflecting opportunity for improvement; and -- Full faith and credit pledge to appropriate funds annually in support of debt service through a state-aid pledge agreement. Plymouth will use the series 2013 bond proceeds, approximately $4.2 million in fixed-rate debt, to purchase its current high school facility, which had been previously leased, repay a loan of approximately $540,000 used to make leasehold improvements, fund a debt service reserve fund, and pay the costs of issuance. Initially chartered in 1995 by CMU, Plymouth Educational Center Charter School is in Detroit and served 1,344 students in kindergarten through 12th grade during the 2011-2012 school year. "The stable outlook reflects our view that during the next 12 months, the school will maintain sufficient MADS coverage and meet its enrollment projections, while building its unrestricted cash position and unreserved general fund balance," added Ms. Parikh. POLONES CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Polones Construction Corp. 6001 15th Avenue Brooklyn, NY 11219 Bankruptcy Case No.: 13-43519 Chapter 11 Petition Date: June 7, 2013 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Carla E. Craig Debtor's Counsel: Gary C Fischoff, Esq. BERGER, FISCHOFF & SHUMER, LLP 40 Crossways Park Drive Woodbury, NY 11797 Tel: (516) 747-1136 E-mail: gfischoff@sfbblaw.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb13-43519.pdf The petition was signed by Tomasz Stasiulewicz, president. POSEIDON CONCEPTS: Canadian Proceeding Recognized in U.S. Courts ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado has issued an order recognizing Poseidon Concepts Corp., et al.'s Canadian proceeding under the Companies' Creditors Arrangement Act as foreign main proceeding pursuant to Section 1517(b)(1) of the Bankruptcy Code. PricewaterhouseCoopers Inc., as the court-appointed monitor and authorized foreign representative of the Debtors, said a proceeding is pending in the Court of Queen's Bench of Alberta, Canada under the Companies' Creditors Arrangement Act. Pursuant to the U.S. Court's May 15 order, as additional relief, the commencement or continuation of any action or proceeding concerning the assets, rights, obligations or liabilities of the PC Debtors, including any action or proceeding against PWC in its capacity as Monitor of the PC Debtors, to the extent not stayed under Section 1520(a) of the Bankruptcy Code, is stayed. About Poseidon Concepts Corp. Based in Calgary, Alberta, Poseidon Concepts Corp. filed for Chapter 15 protection (Bankr. D. Colo. Case No. 13-15893) on April 12, 2013. Bankruptcy Judge Howard R. Tallman presides over the case. Brent R. Cohen, Esq., at Rothgerber Johnson & Lyons LLP, represents the Debtor in their U.S. restructuring efforts. The Debtors estimated $100,001 to $500,000 in assets and $50 million to $100 million in debts. The petition was signed by Clinton L. Roberts at PricewaterhouseCoopers Inc., the foreign representative. Affiliates that simultaneously filed Chapter 15 petitions are Poseidon Concepts, Ltd., Poseidon Concepts Limited Partnership; and Poseidon Concepts, Inc. POSEIDON CONCEPTS: Gets OK to Incur C$6MM Postpetition Financing ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized, on a final basis, Poseidon Concepts Corp., to: -- obtain postpetition financing from Century Services LP up to and including the principal amount of C$6,000,000 with the actual principal amount being loaned subject to the terms and conditions of the Commitment Letter; and -- grant Century a security interest, registered in second position, against all assets, including real estate, equipment, accounts, receivable, inventories, among others, subject only to certain administration and directors' charges referenced in the CCAA Order. The PC Debtors will use the funds to facilitate, among other things: (a) the PC Debtors' working capital requirements and other general corporate purposes and capital expenditures; (b) the management and preservation of the PC Debtors' assets; and (c) the maintenance of the going concern value of the PC Debtors' entities and related assets. The terms of the financing, includes, among other things: Type of Facility: demand DIP facility in te maximum amount of C$6,000,000 Interest Rate: 16 percent per annum Term: The DIP facility is payable on demand by Century following the event of default Renewal: DIP Facility is renewable upon maturity of the term with mutually agreeable terms and conditions, at Century's discretion, for an additional term of four months and for a fee of 2percent of the outstanding amount. A copy of the financing documents is available for free at: http://bankrupt.com/misc/POSEIDONCONCEPTS_dipfinancing_order.pdf About Poseidon Concepts Corp. Based in Calgary, Alberta, Poseidon Concepts Corp. filed for Chapter 15 protection (Bankr. D. Colo. Case No. 13-15893) on April 12, 2013. Bankruptcy Judge Howard R. Tallman presides over the case. Brent R. Cohen, Esq., at Rothgerber Johnson & Lyons LLP, represents the Debtor in their U.S. restructuring efforts. The Debtors estimated $100,001 to $500,000 in assets and $50 million to $100 million in debts. The petition was signed by Clinton L. Roberts at PricewaterhouseCoopers Inc., the foreign representative. Affiliates that simultaneously filed Chapter 15 petitions are Poseidon Concepts, Ltd., Poseidon Concepts Limited Partnership; and Poseidon Concepts, Inc. POSEIDON CONCEPTS: Monitor Has Okay to Sell Assets, Hire E&Y ------------------------------------------------------------ The U.S. Bankruptcy Court has authorized PricewaterhouseCoopers Inc., the court-appointed monitor and authorized foreign representative of Poseidon Concepts Corp., et al., to sell the assets of the PC Debtors. The PC Debtors may employ Ernst & Young Orenda Corporate Finance Inc. as financial advisor to market and auction the assets. The proposed sale was set for June 15, 2013, About Poseidon Concepts Corp. Based in Calgary, Alberta, Poseidon Concepts Corp. filed for Chapter 15 protection (Bankr. D. Colo. Case No. 13-15893) on April 12, 2013. Bankruptcy Judge Howard R. Tallman presides over the case. Brent R. Cohen, Esq., at Rothgerber Johnson & Lyons LLP, represents the Debtor in their U.S. restructuring efforts. The Debtors estimated $100,001 to $500,000 in assets and $50 million to $100 million in debts. The petition was signed by Clinton L. Roberts at PricewaterhouseCoopers Inc., the foreign representative. Affiliates that simultaneously filed Chapter 15 petitions are Poseidon Concepts, Ltd., Poseidon Concepts Limited Partnership; and Poseidon Concepts, Inc. QUICKSILVER RESOURCES: Moody's Cuts CFR to Caa1; Outlook Negative ----------------------------------------------------------------- Moody's Investors Service downgraded Quicksilver Resources Inc.'s Corporate Family Rating to Caa1 from B3 and downgraded its senior subordinated notes rating to Caa3 from Caa2. Moody's also affirmed the B2 rating on the second lien senior secured term loan, affirmed the B2 rating on the second lien senior secured notes and affirmed the Caa2 rating on the senior unsecured notes. "This rating action is reflective of Quicksilver's revised recapitalization plan," stated Michael Somogyi, Moody's Vice President and Senior Analyst. "Quicksilver's inability to complete its recapitalization plan as proposed elevates near-term refinancing risk given its weak operating profile and raises concerns over the sustainability of the company's capital structure." Issuer: Quicksilver Resources Inc. Rating Actions: Corporate Family Rating, downgraded to Caa1 from B3 Probability of Default Rating, downgrade to Caa1-PD from B3-PD Senior Subordinate Regular Bond/Debenture, downgraded to Caa3 (LGD-6 93%) from Caa2 (LGD-6 96%) Rating Affirmations: Second Lien Senior Secured Term Loan, affirmed B2 (LGD-3 32%) Second Lien Senior Secured Bond/Debenture, affirmed B2 (LGD-3 32%) Senior Unsecured Regular Bond/Debenture, affirmed Caa2 (LGD-5 75%) Rating Outlook: Outlook, maintain negative outlook Ratings Rationale: Quicksilver's Caa1 CFR reflects the company's continued weak operating profile and its elevating near-term refinancing risk following the inability to complete its recapitalization plan as proposed, thereby, raising concerns over the sustainability of the company's capital structure. The Caa1 CFR also incorporates Quicksilver's large, proved developed (PD) reserve base, completed asset sales and negotiated amendment to its bank credit facility that provide for extended covenant headroom. Concurrent with the sale of an undivided 25% interest in its Barnett Shale oil and gas assets to TG Barnett Resources LP, a wholly-owned U.S. subsidiary of Tokyo Gas Company, Ltd (Aa3 stable) for $485 million, Quicksilver embarked on a broad recapitalization plan intended to extend its debt maturity profile and align covenant requirements on its bank credit facility with strategic business decisions. Proceeds from a proposed, new $675 million senior unsecured notes offering due 2021 and a new $200 million second lien notes offering due 2019, together with a new $600 million second lien senior secured term loan due 2019, were intended to refinance near-term debt maturities. The company announced a cash tender offer relating to its $438 million senior unsecured notes due 2015, $591 million senior unsecured notes due 2016, and $350 million of senior subordinated notes due 2016. Quicksilver also commenced a consent solicitation for its $298 million senior unsecured notes due 2019. Quicksilver was unable to execute its recapitalization plan and downsized its proposed senior unsecured notes offering to $325 million. The company also terminated its Tender Offer and Consent Solicitation with respect to the outstanding $350 million senior subordinated notes due 2016. The reduced size of the new unsecured notes fails to fully address Quicksilver's near-term refinancing risk and elevates the execution risk associated with its transition towards a more balanced product mix due to the high near-term capital requirement and longer-lead time associated with the development potential of its asset base. The Caa2 rating on the senior unsecured notes was affirmed and the B2 ratings on the second lien senior secured obligations were affirmed. The senior subordinated notes were downgraded to Caa3. This notching from Quicksilver's Caa1 CFR reflects the relative size of company's $350 million senior secured global borrowing base credit facility (not rated), the $625 million senior secured second lien term loan and the $200 million second lien senior secured notes potential priority claim over the $325 million senior unsecured notes and $350 million senior subordinated notes under Moody's Loss Given Default (LGD) Methodology. Moody's overrode the Moody's Loss Given Default Methodology generated B3 rating on the senior secured second lien obligations based on Moody's expectation that the underlying asset value should provide a higher average recovery for secured creditors. The rating outlook remains negative. In order to stabilize the outlook, Quicksilver needs to demonstrate improved cash margins along with lower trending leverage metrics. An upgrade is unlikely in the near term absent material debt reduction and higher natural gas and NGL prices supportive of improved cash flow generation. A further downgrade would be considered if Quicksilver's liquidity profile weakens, or interest coverage and cash flow further deteriorate beyond maintenance levels. The principal methodology used in rating Quicksilver was the Global Independent Exploration and Production Industry Methodology published in December 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. PROGUARD ACQUISITION: Gets 3-Year Bid Award From Jackson Health --------------------------------------------------------------- Proguard Acquisition Corp. received a 3-year bid award from Jackson Health System for the "office supply products". Jackson Health System is one of the largest hospitals in the United States serving a variety of school-based clinics serving many elementary, middle and high schools; two long-term care nursing facilities; six Corrections Health Services clinics; a network of mental health facilities; Holtz Children's Hospital, Jackson Rehabilitation Hospital, Jackson Behavioral Health Hospital, Jackson North Medical Center and Jackson South Community Hospital. David Kriegstein, CEO of Proguard Acquisition Corp., commented, "We are very excited that Jackson Health System has recognized us as a leader in the office supply products space and has the confidence in our ability to deliver competitive pricing and a higher level of service than the competition. Through this confidence we hope to expand our business to other heath care institutions, educational institutions and large businesses showing them that we are often a better fit for their organization." About Proguard Acquisition Proguard Acquisition Corp. (OTC BB: PGRD), headquartered in Lauderdale, Florida, is a Business to Business (B2B) reseller of all general line office and business products. As reported in the TCR on April 11, 2013, Pruzansky, P.A., in Boca Raton, Florida, expressed substantial doubt about Proguard Acquisition's ability to continue as a going concern, citing the Company's net loss and net cash used in operations of $445,016 and $173,189, respectively, during the year ended Dec. 31, 2012, and stockholders' deficit and accumulated deficit of $49,314 and $1.42 million, respectively, at Dec. 31, 2012. The Company's balance sheet at March 31, 2013, showed $1.21 million in total assets, $1.35 million in total liabilities, and a stockholders' deficit of $140,223. RADIENT PHARMACEUTICALS: Has 5-Year License Pact with AMDL ---------------------------------------------------------- Radient Pharmaceuticals Corporation, on June 6, 2013, entered into a 5-year license agreement between AMDL Diagnostics, Inc., a division within the company, and Uni Pharma Co., Ltd. a Taipei Taiwan limited liability company that provides UNI with a 5-year exclusive license to RXPC's Onko-Sure(R) (formerly called DR-70 cancer blood test kits, procedures, analyses, data, know how, manufacturing, manufacturing processes, components, trademarks and intellectual property. Pursuant to the terms of the Agreement, the total license fee will be US$500,000, $100,000 of which UNI shall pay as an up-front license fee ($20,000 upon signing the agreement and $80,000 upon commencement of training UNI personnel at ADI facilities) and the remaining of which, UNI will pay in 4 equal annual installments over the next 4 years. The License Agreement will become effective upon our receipt of the up-front license fee. The agreement covers the following territories: China, Hong Kong, Malaysia, Singapore, Indonesia, Thailand, Japan, India, Turkey and Australia and New Zealand. The Company also agreed not to issue exclusive rights to any other persons to sell the Tests in the covered territories during the term of the agreement. If the Company becomes the party to any type of bankruptcy action or proceeding that disrupts the Company's business and ability to deliver the Tests, UNI has the right to use, market and sell the Tests and carry out any tasks to do same; provided however, sales made by UNI pursuant thereto, remain subject to the payment of royalty fees. The Agreement will continue until the earlier of expiration of the last patent issued to the Company for the Tests, when UNI terminates the agreement by discontinuing the offering of the Tests, or if UNI does not achieve sales necessary to meet the contractual minimum royalty payments for two consecutive fiscal quarters. Each party has the right to terminate the Agreement in certain circumstances, including a material breach under the Agreement or following a cure period associated with a government imposed prohibition against the sale of the licensed products. A new independent scientific study published in the Oncogenesis, Inflammatory and Parasitic Tropical Diseases of the Lung edited by Jean-Marie Kayembe, ISBN 978-953-51-0982-2, published Feb. 13, 2013, indicated that Onko-Sure(R) itself might contribute to confirm tumor diagnosis and to identify patients with advanced lung cancer, with high sensitivity (95.8 percent) and specificity (91.9 percent). This new data strengthens the Company's views that Onko-Sure(R) can be used as a lung cancer screening tool. A copy of the Agreement is available for free at: http://is.gd/0p1kg5 Director Quits On June 4, 2013, Mr. Michael Boswell resigned as a member of the Company's Board of Directors and the Company's Board of Directors accepted his resignation. Mr. Boswell's resignation did not indicate that his resignation was in connection with any disagreement with the Company pertaining to the Company's operations, policies or practices. Mr. Boswell resigned to dedicate more of his time to his own business and personal pursuits. On June 7, 2013, the Board of Directors appointed Mr. Michael Christiansen to fill the vacancy on our Board created by Mr. Boswell's resignation. Mr. Christiansen was formerly the Executive Vice President and Chief Financial Officer of Jameson Stanford Resources Corporation and Bolc�n Mining Corporation from May 2012 to November 2012, with his service concluding upon the closing of the merger of the two companies. Prior to joining Bolcan, Mr. Christiansen worked at WestPark Capital from 2007 to 2012 as Managing Director in the Corporate Finance group. Mr. Christiansen has more than fifteen years of investment banking experience, having served previously with Prudential Securities from 1997 to 2001, and with Seidler Amdec Securities and Laffer Associates from 1986 to 1992. His investment banking experience includes public and private equity transactions, mergers and acquisitions, and strategic advisory engagements with clients in consumer, retailing, software and technology industries. As a senior investment banker, he has advised clients on over $1.3 billion in aggregate closed financing transactions. Mr. Christiansen also served as Executive Vice President and Chief Financial Officer of Vizional Technologies, Inc., from 2002 through 2006, and as Executive Vice President and Chief Financial Officer of PortaCom Wireless, Inc., from 1994 to 1996. Mr. Christiansen was awarded an MBA from the University of Southern California and a B.S. degree in corporate finance and economics from Utah State University. As of June 10th 2013, the Company had approximately 4,508,746,417 shares of common stock issued and outstanding. About Radient Pharmaceuticals Tustin, Calif.-based Radient Pharmaceuticals Corporation is engaged in the research, development, manufacturing, sale and marketing of its Onko-Sure(R) test kit, which is a proprietary in- vitro diagnostic (or IVD) cancer test. The Company markets its Onko-Sure(R) test kits in the United States, Canada, Chile, Europe, India, Korea, Japan, Taiwan, Vietnam and other markets throughout the world. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, KMJ Corbin & Company LLP, in Costa Mesa, California, expressed substantial doubt about Radient's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses, had negative cash flows from operations in 2011 and 2010, and has a working capital deficit of approximately $49.8 million at Dec. 31, 2011. The Company reported a net loss of $86.19 million in 2011, compared with a net loss of $85.71 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.18 million in total assets, $50.87 million in total current liabilities, and a stockholders' deficit of $49.69 million. Bankruptcy Warning "The committee of our three independent directors continues to assess whether the Company has any other options to remain in business. Due to the shortage of working capital, we were unable to pay premiums associated with our Directors and Officers insurance. As a consequence, on June 25, 2012, we were informed by two members of our Board of Directors of their resignation. As a result, we have only one independent Director serving on our Board at this time. Although our remaining sales team continues to work towards completing pending and future sales of our Onko- Sure test kit, if these sales are not completed and we do not otherwise raise additional funds in the immediate future, it is likely that we will be forced to cease all operations and might seek protection from our creditors under the United States bankruptcy laws," the Company said in its annual report for the year ended Dec. 31, 2011. RESIDENTIAL CAPITAL: Urges 2nd Circuit to Block Feds' Suit ---------------------------------------------------------- Richard Vanderford of BankruptcyLaw360 reported that bankrupt mortgage lender Residential Capital LLC asked the Second Circuit to stop the Federal Housing Finance Agency from suing its affiliates, arguing the lawsuit has the potential to deplete its assets. According to the report, ResCap's affiliates should be protected by an automatic stay on litigation that occurs when a company enters bankruptcy, a lawyer for the company told a panel of judges in oral arguments. Instead, a court allowed a government suit against nonbankrupt affiliates to go forward, which has the potential of hurting the still-restructuring ResCap, the report related. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities as of March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Has OK to Repay $1.93 Billion Before Plan -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Residential Capital LLC received permission from the bankruptcy judge June 12 to repay $1.127 billion in secured debt to non-bankrupt parent Ally Financial Inc. and $800 million in partial reduction of debt owing on the 9.625 percent junior secured notes. According to the report, the debt repayments in advance of emergence from Chapter 11 reorganization are designed to insure a greater recovery for unsecured creditors by cutting off interest payments on some of the senior debt. ResCap, Ally's mortgage- servicing subsidiary, can make the payments using $4.1 billion cash generated from the sale of assets. At June 12 hearing, the bankruptcy judge extended ResCap's exclusive right for proposing a Chapter 11 plan until Aug. 21. The report notes that completion of the reorganization is in sight given the major parties' agreement for Ally to receive releases in return for contributing $2.1 billion toward ResCap's Chapter 11 reorganization plan. The settlement agreement describes in detail how much each creditor group will receive under the plan. The Bloomberg News reports that June 26 is the date for a hearing on approval of the plan support agreement. It replaced the original agreement negotiated before ResCap filed for Chapter 11 relief in May 2012. Facing creditor opposition, ResCap dropped the original agreement. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities as of March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Appeals Court Reverses "Branham" Ruling ------------------------------------------------------------ In October 2006, Richard Branham executed a "GMAC SmartLease Agreement" for a 2007 vehicle from Sharpnack II Chevy Olds, a car dealer in Willard, Ohio. After signing the lease, Branham made approximately 13 payments to GMAC, Inc., before falling behind on the payments. Branham ultimately failed to pay on the lease for three months before the vehicle was repossessed. Following the repossession, GMAC sent Branham a letter informing him that it had ended the lease due to a breach in the terms of the agreement. GMAC further notified Branham that it was planning on selling the vehicle at auction unless Branham paid on the delinquent account. Branham never made any further payments. GMAC sold the vehicle at auction, resulting in a deficiency balance of $15,167. GMAC filed a complaint seeking to recover the deficiency balance. Branham asserted 10 affirmative defenses, none of which related to GMAC not having standing to enforce the lease agreement as the real party in interest. Both parties moved for summary judgment, which the trial court denied, and on March 28, 2012, the matter proceeded to a bench trial. At trial, GMAC presented two witnesses -- a representative from the company and Branham as if on cross-examination. GMAC submitted several exhibits into evidence, including the lease agreement and various correspondence from GMAC to Branham regarding the delinquency balance on his account under the lease, all of which the trial court admitted. At the conclusion of GMAC's case, Branham moved for a directed verdict, arguing that GMAC failed to establish a valid assignment because it never produced the "dealer agreement" between Sharpnack and GMAC. Branham argued that the dealer agreement was crucial in order to establish an assignment to GMAC. GMAC opposed that argument, asserting that the lease agreement contains a clear assignment from Sharpnack, the retailer, to GMAC, the party that provided Branham the financing for the vehicle. GMAC further argued that, in addition to the contract itself, the assignment was supported by all of the activity between the parties, including the GMAC credit application that Branham completed, correspondence from GMAC to Branham, and the fact that Branham made all of his payments to GMAC. In response to Branham's motion, the trial court found that GMAC had failed to sustain its burden of proof by showing that it was the assignee in this matter, and granted judgment in favor of Branham. GMAC timely appealed. The Court of Appeals of Ohio, Sixth District, Huron County, in a decision dated May 24, 2013, granted the appeal and reversed the trial court's judgment after ruling that the trial court's finding is not supported by any competent, credible evidence. The case is GMAC, Inc., Appellant, v. Richard Branham, Appellee, C.A. No. H-12-013 (Ohio App.). A full-text copy of the Decision is available at http://is.gd/y9O89Cfrom Leagle.com. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities as of March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: MED&G Appeals Denial of Late Claim ------------------------------------------------------- MED&G Group LP appeals from the Bankruptcy Court's May 8, 2013, order denying its motion to file a late claim. William E. Baney, Esq., at Wenig Saltiel, LLP, in Brooklyn, New York, represents MED&G. As reported in the May 30, 2013 edition of the Troubled Company Reporter, Judge Martin Glenn denied MED&G Group's request for relief from the automatic stay for reasons stated on the record at the May 14, 2013 omnibus hearing. Judge Glenn also denied for reasons stated on the record at the April 30, 2013 omnibus hearing MED&G's motion to file a late proof of claim. MED&G asked the Court to lift the automatic stay to permit it to continue prosecuting causes of action raised in its cross- complaint against Debtors GMAC Mortgage, LLC, and ETS Services, LLC, in a state court action pending in the Superior Court of California, County of Sonoma, captioned Inoue v. GMAC Mortgage Corporation et al., SCV 248256. The Debtors and MED&G entered a stipulation modifying the automatic stay solely to permit MED&G to proceed to trial in the Action with respect to its First Cause of Action (Quiet Title) and Second Cause of Action (Declaratory Relief) against GMAC Mortgage and ETS. The stipulation was likewise denied by the Court. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities as of March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). REVSTONE INDUSTRIES: US Trustee Says Co. Can't Keep Deal Secret --------------------------------------------------------------- Matt Chiappardi of BankruptcyLaw360 reported that the U.S. Trustee's Office blasted a request by bankrupt auto parts conglomerate Revstone Industries LLC to file under seal an entire settlement document containing an agreement with the official committee of unsecured creditors, arguing the company needs to specify which portions require secrecy. According to the report, U.S. Trustee Roberta A. DeAngelis contended in a motion filed with the U.S. Bankruptcy Court for the District of Delaware that it's Revstone's responsibility to point out what specific points in the document need to be kept confidential. About Revstone Industries, Greenwood Forgings, & US Tool & Engineering Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. In its petition, Revstone estimated under $50 million in assets and debts. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. A motion for joint administration of the cases has been filed. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. The petitions were signed by George S. Homeister, chairman. REVSTONE INDUSTRIES: Shiloh Offers $54MM for Subsidiary ------------------------------------------------------- Revstone Industries LLC has received a $54.4 million offer from a Shiloh Industries Inc. subsidiary for its non-debtor auto parts manufacturing business Contech Castings LLC. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that there will be a hearing on June 26 in the Delaware bankruptcy court for approval of the sale. Although Revstone says the sale doesn't require court approval, the company wants the judge to give authorization for an out-of-court auction testing if there is a buyer with a better price than Valley City, Ohio-based Shiloh's. Stephanie Gleason, writing for Dow Jones Newswires, reported that Contech Castings LLC, a 60-year-old automotive die-casting business that is an indirect subsidiary of Revstone, isn't among the assets the company placed in Chapter 11 and isn't part of the bankruptcy estate, Revstone said in court documents filed Tuesday. Nevertheless, Revstone is seeking bankruptcy court approval of the sale, "out of an abundance of caution," it said. Contech was in bankruptcy in 2009. Revstone bought the business in June of that year. Although the Contech sale is technically outside of Revstone's Chapter 11 process, it is part of a larger plan, Revstone said, that will ultimately maximize the value of Revstone's assets, for the benefit of both Contech and Revstone creditors, the Dow Jones report related. That plan also includes the sale of another affiliate that isn't in Chapter 11 called Metavation LLC, implementing customer support agreements and reaching settlements with claimants including the Pension Benefit Guaranty Corp., it said, the report added. According to Dow Jones, Revstone plans to test the offer from Shiloh Die Cast Midwest LLC at auction on June 25 if other bidders emerge by June 20, the report further related. To participate in the auction, bidders must submit an offer worth at least 5% more, or $2.72 million, than Shiloh's offer. If Shiloh is bested at auction it would be entitled to a $2 million breakup fee. About Revstone Industries, Greenwood Forgings, & US Tool & Engineering Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. In its petition, Revstone estimated under $50 million in assets and debts. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. A motion for joint administration of the cases has been filed. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. The petitions were signed by George S. Homeister, chairman. ROCKWELL MEDICAL: Richmond Bros Owned 8% of Shares as of June 7 --------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission on June 7, 2013, Richmond Brothers, Inc., disclosed that it beneficially owned 3,288,541 shares of common stock of Rockwell Medical Technologies Inc. representing 8.38 percent of the shares outstanding. Richmond Brothers previously reported beneficial ownership of 3,165,553 common shares or a 12.24 percent equity stake as of May 9, 2013. A copy of the amended regulatory filing is available at http://is.gd/USRPfD About Rockwell Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom, Michigan, is a fully-integrated biopharmaceutical company targeting end-stage renal disease ("ESRD") and chronic kidney disease ("CKD") with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis (also referred to as "HD" or "dialysis"). Rockwell's lead investigational drug is in late stage clinical development for iron therapy treatment in CKD-HD patients. It is called Soluble Ferric Pyrophosphate ("SFP"). SFP delivers iron to the bone marrow in a non-invasive, physiologic manner to hemodialysis patients via dialysate during their regular dialysis treatment. In its report on the consolidated financial statements for the year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton Township, Michigan, expressed substantial doubt about Rockwell Medical's ability to continue as a going concern, citing the Company's recurring losses from operations, negative working capital, and insufficient liquidity. The Company reported a net loss of $54.0 million on $49.8 million of sales in 2012, compared with a net loss of $21.4 million on $49.0 million of sales in 2011. The Company's balance sheet at Dec. 31, 2012, showed $17.0 million in total assets, $27.0 million in total current liabilities, and a stockholders' deficit of $10 million. ROTECH HEALTHCARE: Sale As Creditors Vote On Chapter 11 Plan ------------------------------------------------------------ Stephanie Gleason writing for Dow Jones' DBR Small Cap reports that Rotech Healthcare Inc. received bankruptcy court approval Thursday to send its proposed debt-for-equity-swap restructuring plan to creditors for a vote -- even as it pursues a possible sale. 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. The U.S. Trustee at the end of April appointed an official committee of equity holders. Members include Alden Global Recovery Master Fund LP, Varana Capital Master LP, Wynnefield Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and Kenneth S. Grossman P.C. Pension Plan. The plan is supported by holders of a majority of the first- and second-lien secured notes. The $290 million in 10.5 percent second-lien notes are to be exchanged for the new equity. Trade suppliers are to be paid in full, if they agree to continue providing credit. The existing $23.5 million term loan would be paid in full, and the $230 million in 10.75 percent first-lien notes will be amended. The Official Committee of Unsecured Creditors tapped Otterbourg, Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll & Rooney PC as Delaware counsel; and Grant Thornton LLP as financial advisor. ROTHSTEIN ROSENFELDT: Assets Not Subject to Forfeiture ------------------------------------------------------ Ama Sarfo of BankruptcyLaw360 reported that the Eleventh Circuit ruled that money in the bank accounts of convicted Ponzi-schemer Scott Rothstein's bankrupt law firm should not have been subject to a government forfeiture order after his sentencing, saying the funds were too co-mingled with the firm's legitimate business. According to the report, the government argued the accounts were part of the proceeds of Rothstein's $1.2 billion scheme, but the circuit court said property can only be forfeited as proceeds when the government has established a nexus between the property and the offense. About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA -- http://www.rra-law.com/-- was suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non- existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on Jan. 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. On June 10, 2010, Mr. Rothstein was sentenced to 50 years in prison. The official committee of unsecured creditors appointed in the case is represented by Michael Goldberg, Esq., at Akerman Senterfitt. ROTHSTEIN ROSENFELDT: Funds in Firm Acct Not Subject to Forfeiture ------------------------------------------------------------------ David Beasley, writing for Bloomberg News, reported that funds held in bank accounts of convicted Ponzi schemer Scott Rothstein's bankrupt law firm can't be forfeited to the government, a federal appeals court said. According to the report, the money in the law firm accounts, mixed with receipts from clients at the time Rothstein was charged, isn't subject to forfeiture, the Atlanta-based U.S. Court of Appeals said, reversing the lower court and handing a victory to the trustee of the law firm's Chapter 11 proceeding. The funds are so intermingled that it's difficult to determine which money is from the Ponzi scheme and which is from the legitimate business of now-defunct Fort Lauderdale, Florida-based Rothstein, Rosenfeldt & Adler PA, which included billings from 70 attorneys, the court ruled, the report related. "The government, standing in Rothstein's shoes, may appear in the Chapter 11 proceeding and lay claim to Rothstein's share of law firm assets that survive bankruptcy," U.S. Circuit Judge Gerald B. Tjoflat wrote for the appellate panel, the report added. Rothstein is serving a 50-year sentence for selling investors stakes in sex- and employment-discrimination cases that turned out to be non-existent, the report said. The scheme imploded in the fall of 2009. He pleaded guilty to five counts of money laundering, fraud and racketeering in 2010. About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA -- http://www.rra-law.com/-- was suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non- existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on Jan. 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. On June 10, 2010, Mr. Rothstein was sentenced to 50 years in prison. The official committee of unsecured creditors appointed in the case is represented by Michael Goldberg, Esq., at Akerman Senterfitt. SAN BERNARDINO, CA: Winston Disqualified From Representing NPFGC ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that National Public Finance Guarantee Corp. must hire another law firm to be its legal representative in the Chapter 9 municipal bankruptcy of San Bernardino, California, because the bankruptcy judge ruled June 13 that Winston & Strawn LLP has a conflict of interest that can't be cured. The report recounts that California Public Employees' Retirement System filed papers in May contending that Winston & Strawn should be disqualified from continuing to represent NPFGC because Winston hired away a partner and two associates from the Charlotte, North Carolina, office of K&L Gates LLP. Those lawyers, the report relates, spent 500 hours in the San Bernardino bankruptcy working for CalPers, California's public employees' retirement fund. At a hearing June 13 in Riverside, California, U.S. Bankruptcy Judge Meredith A. Jury ruled that the hiring gave Winston has a conflict of interest that can't be solved by what's known as an ethical wall. Were the wall sufficient, Winston could continue as NPFGC's lawyers so long as the newly hired lawyers shared no information about Calpers. The report discloses that NPFGC argued unsuccessfully that the ethical wall was sufficient because it has no claims against CalPers, even though their interests admittedly were "not wholly aligned." Insurance companies like NPFGC contend that a municipality is barred from proposing a plan paying Calpers in full while forcing bondholders to sustain a loss, according to the report. About San Bernardino, Calif. San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debts of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. SAND TECHNOLOGY: Zalcberg Owned 10.2% Class A Shares at Jan. 1 -------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Irwin Zalcberg disclosed that, as of Jan. 1, 2013, he beneficially owned 2,093,068 shares of Class A common shares of SAND Technology Inc. representing 10.2 percent of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/nSgYHh About SAND Technology Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF) -- http://www.sand.com/-- provides Data Management Software and Best Practices for storing, accessing, and analyzing large amounts of data on-demand while lowering TCO, leveraging existing infrastructure and improving operational performance. SAND/DNA solutions include CRM analytics, and specialized applications for government, healthcare, financial services, telecommunications, retail, transportation, and other business sectors. SAND Technology has offices in the United States, Canada, the United Kingdom and Central Europe. SAND Technology reported net income and comprehensive income of C$2.80 million for the year ended July 31, 2012, compared with a net loss and comprehensive loss of C$2.20 million during the prior year. The Company's balance sheet at Jan. 31, 2013, showed C$2.83 million in total assets, C$3.47 million in total liabilities and a C$639,265 shareholders' deficiency. SCHOOL SPECIALTY: Reorganization Plan Declared Effective -------------------------------------------------------- BankruptcyData reported that School Specialty's Second Amended Plan of Reorganization became effective, and the Company emerged from Chapter 11 protection. The Company explains, "We have used the past four months to continue transforming our company by strengthening our capital structure, enhancing our financial flexibility and improving the quality and efficiency of our operations to deliver better value for our customers. Today, School Specialty is much better positioned as a financially secure industry leader to satisfy the needs of our customers with outstanding customer care and enhance our brands and product offerings....We raised $320 million in exit financing -- comprised of a 5-year $175 million Senior Secured Asset Based Loan with Bank of America and Sun Trust and a 6-year $145 million syndicated Senior Secured Term Loan led by Credit Suisse. The new financing improves our capital structure and financial flexibility and provides sufficient working capital to fund our requirements. The Company's existing common stock was cancelled and current equity holders received no distribution. School Specialty emerges from bankruptcy majority-owned by the Company's existing group of convertible noteholders, there are no anticipated key senior management team changes." 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 in April 2013 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 later served a notice that the auction was canceled and the plan would proceed by swapping debt for stock to be owned by lenders, noteholders, and unsecured creditors. SEQUENOM INC: Amends 2012 Annual Report to Re-File Exhibit ---------------------------------------------------------- Sequenom, Inc., has amended its annual report on Form 10-K for the fiscal year ended Dec. 31, 2012, originally filed with the Securities and Exchange Commission on April 2, 2013, solely to refile Exhibit 10.57 -- Amendment to Exclusive License of Technology Agreement, dated Nov. 29, 2012, by and between the Registrant and ISIS Innovation Limited, and to amend Item 15 of Part IV of the Original Filing. A copy of Exhibit 10.57 is available for free at http://is.gd/jaB7gd About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. Sequenom disclosed a net loss of $117.02 million in 2012, a net loss of $74.13 million in 2011 and a net loss of $120.84 million in 2010. The Company's balance sheet at March 31, 2013, showed $227.99 million in total assets, $205.58 million in total liabilities, and $22.41 million in total stockholders' equity. SHAMROCK-HOSTMARK: July 10 Hearing on GECC Claim Valuation Bid -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois has continued until July 10, 2013, at 10 a.m., the hearing to consider a motion to determine the value of a claim secured by a lien on the Debtors' property. Shamrock-Hostmark Princeton Hotel LLC has moved for entry of an order determining the value of General Electric Capital Corp.'s secured claim. GECC has a lien on substantially all of the Debtor's assets, including all cash generated by the operation of the DoubleTree by Hilton Hotel Princeton hotel located in Princeton, New Jersey. About Shamrock-Hostmark Five hotels owned by investment fund Shamrock-Hostmark Hotel Fund sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 12-25860) on June 27, 2012, in Chicago. William Gingrich signed the petition as vice president-CFO of Hostmark Hospitality Group. Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel LLC disclosed $522,413 in assets and $15,457,812 in liabilities as of the Chapter 11 filing. Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel Princeton located in Princeton, New Jersey. Shamrock-Hostmark Texas owns Crowne Plaza Hotel in San Antonio, Texas. Shamrock-Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, California. Shamrock-Hostmark Andover owns the Wyndham Boston Andover in Andover, Mass. Shamrock-Hostmark Tampa owns the DoubleTree by Hilton Hotel Tampa Airport - Westshore in Tampa, Florida. Judge Jacqueline P. Cox presides over the case. The Debtors are represented by David M. Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois. SIMON WORLDWIDE: Names Anthony Espiritu Chief Financial Officer --------------------------------------------------------------- The Board of Directors of Simon Worldwide, Inc., approved the nomination of Anthony M. Espiritu to serve as Chief Financial Officer of the Company, effective June 10, 2013. Mr. Espiritu, 43, has served as Controller of the Company since 2004. The office of Chief Financial Officer was previously held by Greg Mays. Mr. Mays continues to serve as Chief Executive Officer of Simon. Mr. Espiritu has over 20 years' experience in accounting, financial reporting and auditing. As Controller, he has been responsible for the day-to-day management of Simon's and its subsidiaries' accounting and finance operations, Sarbanes-Oxley compliance, and preparation of quarterly and annual filings with the Securities and Exchange Commission. Earlier in his career, Mr. Espiritu served as Financial Reporting Manager at Simon and held auditing positions at Deloitte & Touche and Transamerica Corporation. Mr. Espiritu, a Certified Public Accountant, holds a Bachelor's degree in Business Administration from California State University, Fullerton. About Simon Worldwide Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer has any operating business. Prior to August 2001, the Company operated as a multi-national full-service promotional marketing company, specializing in the design and development of high-impact promotional products and sales promotions. At Dec. 31, 2009, the Company held an investment in Yucaipa AEC Associates, LLC, a limited liability company that is controlled by the Yucaipa Companies, a Los Angeles, California based investment firm. Yucaipa AEC in turn principally held an investment in the common stock of Source Interlink Companies, a direct-to-retail magazine distribution and fulfillment company in North America, and a provider of magazine information and front-end management services for retailers and a publisher of approximately 75 magazine titles. Yucaipa AEC held this investment in Source until April 28, 2009, when Source filed a pre-packaged plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code. Simon Worldwide disclosed a net loss of $1.52 million on $0 revenue for the year ended Dec. 31, 2012, as compared with a net loss of $1.97 million on $0 revenue in 2011. The Company's balance sheet at March 31, 2013, showed $7.17 million in total assets, $98,000 in total liabilities, all current, and $7.07 million in total stockholders' equity. SOLYNDRA LLC: Trustee Says Lien Fight Should Stay In Delaware ------------------------------------------------------------- Jamie Santo of BankruptcyLaw360 reported that the trustee overseeing the estate of failed solar-power company Solyndra LLC urged a Delaware bankruptcy judge to reject a creditor's bid to transfer a lien dispute to California, saying both jurisdiction and economy call for keeping the issue in the First State. According to the report, Kinetic Systems Inc., which holds a $1.2 million mechanic's lien on proceeds brought in from the sale of Solyndra's mammoth headquarters, says it should be allowed to resolve its dispute in California. About Solyndra LLC Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar photovoltaic solar power systems specifically designed for large commercial and industrial rooftops and for certain shaded agriculture applications. The Company had 968 full time employees and 211 temporary employees. Solyndra has sold more than 500,000 of its panels since 2008 and generated cumulative sales of over $250 million. Fremont, California-based Solyndra and affiliate 360 Degree Solar Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at least the third solar company to seek court protection from creditors since August 2011. Judge Mary F. Walrath presides over the Debtors' cases. The Debtors are represented by Pachulski Stang Ziehl & Jones LLP as legal adviser. AlixPartners LLP serves as noticing claims and balloting agent. Imperial Capital LLC serves as the company's investment banker and financial adviser. The Debtors also tapped former Massachusetts Governor William F. Weld, now with the law firm McDermott Will & Emery, to represent the company in government investigations and related litigation. BDO Consulting, a division of BDO USA, LLP, as financial advisor and BDO Capital Advisors, LLC, serves as investment banker for the creditors' panel. The Official Committee of Unsecured Creditors of Solyndra LLC has tapped Blank Rome LLP as counsel and BDO Consulting as financial advisors. In October 2011, the Debtors hired Berkeley Research Group, LLC, and designated R. Todd Neilson as Chief Restructuring Officer. Solyndra owed secured lenders $783.8 million, including $527.8 million to the U.S. government pursuant to a federal loan guarantee, and held assets valued at $859 million as of the Petition date. The U.S. Federal Financing Bank, owned by the U.S. Treasury Department, is the Company's biggest lender. When they filed for Chapter 11, the Debtors pursued a two-pronged strategy to effectuate either a sale of their business to a "turnkey" buyer who may acquire substantially all of Solyndra's assets or, if the Debtors were unable to identify any potential buyers, an orderly liquidation of the assets for the benefit of their creditors. Solyndra did not receive acceptable offers to buy the business as a going concern. Two auctions late last year brought in a total of $8 million. A three-day auction in February generated another $3.8 million. An auction in June generated $1.79 million from the sale of 7,200 lots of equipment. Solyndra filed a liquidating plan at the end of July and scheduled a hearing on Sept. 7 for approval of the explanatory disclosure statement. The Plan is designed to pay 2.5% to 6% to unsecured creditors with claims totaling as much as $120 million. Unsecured creditors with $27 million in claims against the holding company are projected to have a 3% dividend. The TCR reported on Nov. 12, 2012, Bloomberg News said Solyndra LLC gave formal notice that its reorganization plan was confirmed and substantially consummated. The amended joint Chapter 11 plan became effective Nov. 7, according to a court filing that fixed Jan. 13 as the professional fee bar date and Dec. 7 as the bar for administrative claims.s SPENDSMART PAYMENTS: Offers to Amend and Exercise Warrants ---------------------------------------------------------- The Spendsmart Payments Company has an offer to amend and exercise warrants to purchase an aggregate of 2,529,572 shares of common stock, including: (i) outstanding warrants to purchase an aggregate of 634,916 shares of the Company's common stock issued to investors participating in the Company's private placement financing completed on Dec. 13, 2012, and Nov. 30, 2012, of which 541,667 are exercisable at an exercise price of $7.50 per share and 93,249 are exercisable at an exercise price of $9.00 per share; (ii) outstanding warrants to purchase an aggregate of 1,016,518 shares of the Company's common stock issued to investors participating in the Company's private placement financings closed on July 19, 2012, June 20, 2012, May 24, 2012 and March 31, 2012, of which 833,333 are exercisable at an exercise price of $7.50 per share and 183,185 are exercisable at an exercise price of $9.00 per share; (iii) outstanding warrants to purchase an aggregate of 446,188 shares of the Company's common stock issued to investors participating in the Company's private placement financing completed on Oct. 21, 2011, and Nov. 21, 2011, of which 333,334 are exercisable at an exercise price of $7.50 per share and 112,854 are exercisable at an exercise price of $9.00 per share; and (iv) outstanding warrants to purchase an aggregate of 431,950 shares of the Company's common stock issued to investors participating in the Company's private placement financings closed on Nov. 16, 2010, of which 125,000 are exercisable at an exercise price of $6.00 per share and 306,950 are exercisable at an exercise price of $9.00 per share. Pursuant to the Offer to Amend and Exercise, the $9.00 Original Warrants will be amended to reduce the exercise price to $2.25 per share of common stock in cash. In addition, pursuant to the Offer to Amend and Exercise the $7.50 Original Warrants will be amended to reduce the exercise price to $2.25 per share of common stock. Pursuant to the Offer to Amend and Exercise the $6.00 2010 Warrants will be amended to reduce the exercise price of the $6.00 2010 Warrants from $6.00 per share to $2.25 per share of common stock in cash on the terms and conditions set forth in the Offer to Amend and Exercise. A copy of the SCHEDULE TO is available for free at: http://is.gd/d7QXa3 About SpendSmart San Diego, Calif.-based The SpendSmart Payments Company is a Colorado corporation. Through the Company's subsidiary incorporated in the state of California, The SpendSmart Payments Company, the Company issues and services prepaid cards marketed to young people and their parents. The Company is a publicly traded company trading on the OTC Bulletin Board under the symbol "SSPC." The Company's balance sheet at March 31, 2013, showed $2.77 million in total assets, $1.82 million in total current liabilities, and stockholders' equity of $947,763. SPRINT NEXTEL: Amends Merger Agreement with SoftBank ---------------------------------------------------- Sprint Nextel Corporation and SoftBank Corp. have amended the previously announced merger agreement between the two companies to deliver greater cash consideration and increased certainty to Sprint stockholders. Sprint's Special Committee and Board of Directors have unanimously approved the amended Merger Agreement and have unanimously recommended to stockholders to vote FOR the revised SoftBank transaction. Sprint and SoftBank anticipate closing the SoftBank transaction in early July 2013, as previously communicated. Under the amended Merger Agreement, SoftBank will deliver an additional $4.5 billion of cash to Sprint stockholders at closing, bringing the total cash consideration available to Sprint stockholders to $16.64 billion. * The cash available to stockholders has increased by $1.48 per share, from $4.02 to $5.50, based on the June 7, 2013, share count (assuming full proration). * The $4.5 billion of additional cash at closing will be funded by a reallocation of $3 billion of SoftBank's previously proposed $4.9 billion primary investment in New Sprint and by $1.5 billion of incremental capital from SoftBank. * The price at which SoftBank will acquire shares from current Sprint shareholders will be increased from $7.30 per share to $7.65 per share, a 52 percent premium to the unaffected trading price prior to announcement in October 2012. As part of the amended Merger Agreement, the pricing of SoftBank's $1.9 billion primary investment will be increased by 19 percent from the previously agreed $5.25 per share to $6.25 per share. Pro forma for the transaction, the current Sprint stockholders' resulting equity ownership in a stronger, more competitive New Sprint will be 22 percent while Softbank will own approximately 78 percent. Softbank will continue to invest $1.9 billion in New Sprint at closing, which in addition to the $3.1 billion convertible debt investment made by SoftBank in October 2012, brings SoftBank's total investment in Sprint to $5 billion. SoftBank and Sprint believe that the reallocation of primary capital to Sprint stockholders is warranted given the companies' refined operating and capital expenditures synergy expectations resulting from extensive due diligence over the past nine months, as well as Sprint's improving profitability and execution of its Network Vision plan. Sprint also announced that its Special Committee and Board of Directors have unanimously determined that the proposal submitted by DISH Network Corporation on April 15, 2013 is not reasonably likely to lead to a "superior offer" under the Merger Agreement. Sprint has engaged with DISH since April 15 and, after receiving waivers from SoftBank under the Merger Agreement, allowed DISH due diligence to commence on May 21. Despite the Special Committee's diligence, DISH has not put forward an actionable offer. As a consequence of the lack of progress with DISH and the improved terms from SoftBank, the Special Committee ended its discussions with DISH and will request that DISH destroy all of the Sprint confidential information made available in the course of its diligence. "The amended agreement announced today delivers more upfront cash to Sprint stockholders, while still achieving our goal of creating a well-capitalized Sprint that is better positioned to bring meaningful competition to the US market," said SoftBank Chairman and CEO, Masayoshi Son. "Our transaction offers significant value for Sprint stockholders and the opportunity to realize that value in just a few weeks, without the risks associated with any other potential transaction. We look forward to working with the Sprint management team to accelerate the build out of a nationwide LTE network, increase competition in the US market and drive subscriber growth in the years ahead." Chairman of the Special Committee of the Sprint Board of Directors, Larry Glasscock, said, "As amended, the SoftBank transaction provides a significant cash premium, maximizes value and certainty for Sprint stockholders, and enhances Sprint's long- term value by creating a company with an improved balance sheet, greater financial flexibility and a stronger competitive position. The amended agreement allows Sprint shareholders to receive substantial cash and to begin to participate in Softbank upside on an expedited and low-risk basis. We believe this preserves the timing and closing certainty of the original Softbank transaction." Glasscock continued, "We have expended substantial time and energy engaging with DISH over the past nine weeks, including an extensive due diligence process, but these efforts did not lead, in the Special Committee's view, to a proposal that was reasonably likely to lead to a proposal superior to SoftBank's." The revised merger agreement creates a deadline of June 18, 2013, for DISH to provide its 'best and final' offer and for the completion of deliberations by the Special Committee and notice to SoftBank. The Special Committee made its decision and recommendation after long and careful deliberation. Specific steps taken by the Special Committee include: * Proactively hired network and spectrum consultants and regulatory counsel (in addition to its previously announced financial and legal advisors) to independently advise it on certain matters and these individuals participated in the extensive due diligence that was performed on DISH and its spectrum and network plans; * Directed Sprint to respond to nearly all of DISH's numerous requests for written diligence materials; * Enabled representatives of the Committee and Sprint, as well as members of Sprint management, to engage in multiple in- person meetings with DISH as well as numerous conference calls to discuss a wide variety of diligence subjects such as network deployment, HR, IT, marketing and tax; and * Participated in numerous calls between the Committee and Sprint and their advisors and DISH and its advisors. Additional terms of the agreement: * Amend the definition of "Superior Offer" to exclude any proposal that is not fully financed pursuant to binding commitments from recognized financial institutions. * Require Sprint to adopt a shareholder rights plan. * Increase the non-refundable fiduciary termination fee payable by Sprint to SoftBank in certain circumstances from $600 million to $800 million. To give Sprint stockholders time to evaluate the amended agreement, Sprint and SoftBank have agreed to adjourn the Special Meeting of Stockholders to be convened on June 12, 2013, until June 25, 2013. Supplemental proxy materials will be filed with the SEC and distributed to stockholders in the near future and those materials and an election form will be distributed to stockholders in the near future. Consummation of the Sprint-SoftBank merger remains subject to various conditions to closing, including receipt of approval of the Federal Communications Commission and adoption of the merger agreement by Sprint's stockholders. Sprint and SoftBank anticipate the merger will be consummated in July 2013, subject to the remaining closing conditions. All holders of record of Sprint common stock at the close of business on April 18, 2013, are eligible to vote at the special stockholders' meeting. The Raine Group LLC is serving as lead financial advisor to SoftBank. Mizuho Secuirites, Goldman Sachs, Deutsche Bank, JP Morgan and Credit Suisse also served as advisors. SoftBank's legal advisors include Morrison & Foerster LLP as lead counsel, Mori Hamada & Matsumoto as Japanese counsel, Dow Lohnes PLLC as regulatory counsel, Potter Anderson Corroon LLP as Delaware counsel, and Foulston & Siefkin LLP as Kansas counsel. The Special Committee of the Sprint Board of Directors is being advised by Bank of America Merrill Lynch, Shearman & Sterling LLP, Bingham and Spectrum Management Consulting. Citigroup Global Markets Inc., Rothschild Inc. and UBS Investment Bank are co-lead financial advisors for Sprint. Sprint's legal advisors include Skadden, Arps, Slate, Meagher and Flom LLP as lead counsel, Lawler, Metzger, Keeney and Logan as regulatory counsel, and Polsinelli PC as Kansas counsel. A copy of the Third Amendment to the Agreement and Plan of Merger is available for free at http://is.gd/Nx6gGT 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 March 31, 2013, showed $50.75 billion in total assets, $44.28 billion in total liabilities, and $6.47 billion 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: New Softbank Offer Small Effect on Moody's Rating ---------------------------------------------------------------- On June 12, 2013, Softbank Corp. announced that it has reached an agreement with Sprint Nextel Corp. (Sprint Nextel, B1, review direction uncertain) to raise its offer by 7.5% to $21.6 billion from the initial offer of $20.1 billion. The increase is Softbank's measure to counter a competing offer from Dish Network Corp.'s (DISH; CFR Ba3 on review for downgrade). The increased cost of the acquisition and the modest additional leverage, assuming consummation, will have limited impact on the outcome of Moody's review of Softbank's issuer and senior unsecured bond ratings (currently, Baa3 on review for downgrade). The review was initiated following Softbank's announcement in October 2012 of its intention to acquire Sprint Nextel. The increase in the purchase price will create a modest increase in Softbank's overall leverage. The change in terms which result in a cash infusion to Sprint of $5 billion rather than the original $8 billion will reduce Sprint's liquidity. Moody's review will include a careful review of the impact of this reduction in liquidity on Sprint's capital investment program, a critical factor in its turnaround. Moody's considers the scale of the increase to be manageable even if financed by debt. The $1.5 billion (approximately JPY147 billion) increase is about 7.5% over the initial offer and about 11% of Softbank's reported JPY1,373.8 billion of cash and equivalents at March-end 2013. According to Softbank, the primary change in the offer will be the purchase of 78% of Sprint's shares, previously 70% for $16.6 billion (previously $12.1 billion) and the injection of $5.0 billion of new capital into Sprint rather than the previously announced $8 billion. Moody's maintains its view that in its continuing review of Softbank, it will assess the impact of the debt-financed acquisition on Softbank's financial fundamentals. The outcome of the review is a one or at most two notch downgrade from Softbank's current Baa3 rating. This outcome assumes that 1) all the existing debt of the SOFTBANK Holding and the debt associated with the acquisition (estimate revised to $21.6 billion) are guaranteed by its key operating telecommunication subsidiaries, 2) there is no meaningful increase in debt obligations at SOFTBANK's operating subsidiaries, 3) the merger is concluded along lines approximating those currently made public, 4) SOFTBANK does not explicitly support Sprint or its debt holders, and 5) there is no deterioration in earnings or cash flow at either company prior to the closing of the transaction. Moody's further notes that the final rating would also be subject to a review of the capital structure following the closure of the Sprint acquisition, assuming it occurs. Moody's will conclude its review when SOFTBANK completes the transaction, which according to SOFTBANK is now expected around early July 2013 from earlier guidance of around July 1st. The principal methodology used in this rating was Moody's "Global Telecommunications Industry," published in December 2010. SPRINT NEXTEL: SoftBank Held 16.4% Series 1 Shares at June 10 ------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, SoftBank Corp. and its affiliates disclosed that, as of June 10, 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 percent of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/Acp2d9 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 March 31, 2013, showed $50.75 billion in total assets, $44.28 billion in total liabilities, and $6.47 billion 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. STELLAR BIOTECHNOLOGIES: Presents at National Science Conference ---------------------------------------------------------------- Stellar Biotechnologies, Inc., announced the presentation of a poster at the Annual 2013 National Science Foundation (NSF) Conference in Baltimore, MD, highlighting the Company's achievements in developing methods related to the sustainable cultivation of the ocean mollusk that is the sole source for Keyhole Limpet Hemocyanin (KLH). KLH protein is only derived from the Giant Keyhole Limpet (Megathura crenulata), a scarce sea mollusk native to the Pacific Coast waters off California. The poster titled "Megathura crenulata Post Larval Culture -- Bottleneck for a Valuable Medical Resources" was presented by Brandon Lincicum, Stellar's Executive Director of Aquaculture and Operations. The presentation recapped innovations that have allowed Stellar to achieve, for the first time in the KLH industry, systems and processes that protect and sustain multiple generations of the Giant Keyhole Limpet in land-based aquaculture. These accomplishments are critical to supplying enough clinical-quality KLH to meet the future demands of pharmaceutical companies and researchers. Stellar's work was partially supported by NSF SBIR Phase I/II, Phase IIB and prestigious Technology Enhancement Commercial Partnership (TECP) funding. "Stellar now has the world's only demonstrated aquaculture technology for sustainable growth and cultivation of Megathura crenulata and production of KLH," said Lincicum. "It was gratifying to present our industry-leading accomplishments at the prestigious NSF conference." Port Hueneme, Calif.-based Stellar Biotechnologies, Inc.'s business is to commercially produce and market Keyhole Limpet Hemocyanin ("KLH") as well as to develop new technology related to culture and production of KLH and subunit KLH ("suKLH") formulations. The Company markets KLH and suKLH formulations to customers in the United States and Europe. KLH is used extensively as a carrier protein in the production of antibodies for research, biotechnology and therapeutic applications. The Company's balance sheet at March 31, 2013, showed US$1.4 million in total assets, US$4.6 million in total liabilities, and a stockholders' deficit of US$3.2 million. The Company reported a net loss of US$4.4 million on US$177,208 of revenues for the six months ended Feb. 28, 2013, compared with a net loss of US$2.1 million on US$193,607 of revenues for the six months ended Feb. 29, 2012. STEREOTAXIS INC: Shareholders Elect Two Class III Directors ----------------------------------------------------------- At Stereotaxis, Inc.'s annual meeting of shareholders which was held on June 5, 2013, the shareholders: (1) elected Fred A. Middleton and William C. Mills III as Class III Directors to serve until the Company's 2016 Annual Meeting; (2) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2013; (3) approved, by non-binding vote, executive compensation; (4) approve an amendment to the Stereotaxis, Inc. 2012 Stock Incentive Plan to increase the number of shares authorized for issuance thereunder by one million shares; and (5) approved a decrease in the authorized number of shares of the Company's common stock from 300,000,000 to 50,000,000. 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 March 31, 2013, showed $32.22 million in total assets, $54.93 million in total liabilities, and a $22.71 million total stockholders' deficit. STOCKTON, CA: Bond Insurers Acted Like Freeloaders, Judge Says -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that insurers of municipal bonds issued by the city of Stockton, California, "adopted the posture of a stone wall" and acted like "freeloaders." Consequently, they can't "complain about the negotiating behavior" of the city. Those were among the comments contained in a 48-page opinion on June 12, when U.S. Bankruptcy Judge Christopher M. Klein concluded that Stockton satisfied the requirements for being in a Chapter 9 municipal bankruptcy, according to the report. The report relates that the opinion put down on paper a ruling Judge Klein delivered orally in court on April 1. Judge Klein described Stockton as "ground zero for the subprime mortgage crisis." He said the city had an "opaque pattern of above-market compensation for employees." The report notes that the better part of the opinion was devoted to the question of whether the city filed for bankruptcy in good faith. He ruled that municipal bond insurers Assured Guaranty Corp. and National Public Finance Guarantee Corp. couldn't complain about the city when they "absented themselves from all further discussion" after Stockton said it wouldn't seek concessions from California Public Employees' Retirement System, better known as Calpers. The report shares that Judge Klein said the three-day trial "should not have been necessary" because the bond insurers were raising an issue regarding Calpers that won't come before the court until Stockton seeks approval of a Chapter 9 plan. The judge said the bond insurers "did not comply with their obligation" under California law to "negotiate in good faith." He said that "decision makers for capital market creditors need to check their testosterone at the door." By concluding that Stockton filed for bankruptcy in good faith and was "insolvent by all available measures," Judge Klein is allowing the city to move ahead with the next phase of bankruptcy by proposing a plan where the lack of concessions demanded from Calpers will be a legitimate issue. The Bloomberg News report discloses that Judge Klein said he will now sign formal orders, including an order for relief in Chapter 9. In addition, he will sign an order formally denying a motion that Assured Guaranty made for reconsideration. When orders are signed, the bond insurers will then be entitled to file appeals. About Stockton, Cal. The City of Stockton, California, filed a Chapter 9 petition (Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28, 2012, becoming the largest city to seek creditor protection in U.S. history. The city was forced to file for bankruptcy after talks with bondholders and labor unions failed. Stockton estimated more than $1 billion in assets and in excess of $500 million in liabilities. The city, with a population of about 300,000, identified the California Public Employees Retirement System as the largest unsecured creditor with a claim of $147.5 million for unfunded pension costs. In second place is Wells Fargo Bank NA as trustee for $124.3 million in pension obligation bonds. The list of largest creditors includes $119.2 million owing on four other series of bonds. The city is being represented by Marc A. Levinson, Esq., and John W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP. The petition was signed by Robert Deis, city manager. Mr. Levinson also represented the city of Vallejo, Cal. in its 2008 bankruptcy. Vallejo filed for protection under Chapter 9 (Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. In August 2011, Vallejo was given green light to exit the municipal reorganization. The Vallejo Chapter 9 plan restructures $50 million of publicly held debt secured by leases on public buildings. Although the Plan doesn't affect pensions, it adjusts the claims and benefits of current and former city employees. Bankruptcy Judge Michael McManus released Vallejo from bankruptcy on Nov. 1, 2011. The bankruptcy judge on April 1, 2013, ruled that the city of Stockton is eligible for municipal bankruptcy in Chapter 9. STOCKTON, CA: To Pay $5.1-Mil. to Settle Health Claims ------------------------------------------------------ Reuters reported that bankrupt Stockton, California, will pay a $5.1 million settlement to retired employees losing health benefits as part of its plan to restructure its finances while maintaining their pensions, which the city's creditors say need to be impaired. According to the report, lawyers for Stockton, the biggest U.S. city to have filed for bankruptcy, and representatives of the retirees announced the settlement in U.S. Bankruptcy Court in Sacramento, California, during a hearing on how the city's bankruptcy case is proceeding. The settlement amounts to only 2 percent of the value of the health benefits the retirees are losing but it leaves intact their pensions, said Steven Felderstein, a lawyer representing a group for retired city employees, the report related. Stockton's bankruptcy case is being watched closely in the U.S. municipal debt market because of the city's size and because its financial restructuring plan favors pension payments over bondholders, the report said. The retirees must still vote on the settlement, which would go into effect when Stockton's plan to adjust its debts is approved, the report added. Stockton, which has faced slumping revenue from the housing bust, filed for bankruptcy last year after $90 million in spending cuts since 2008 failed to keep its books in balance. About Stockton, Cal. The City of Stockton, California, filed a Chapter 9 petition (Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28, 2012, becoming the largest city to seek creditor protection in U.S. history. The city was forced to file for bankruptcy after talks with bondholders and labor unions failed. Stockton estimated more than $1 billion in assets and in excess of $500 million in liabilities. The city, with a population of about 300,000, identified the California Public Employees Retirement System as the largest unsecured creditor with a claim of $147.5 million for unfunded pension costs. In second place is Wells Fargo Bank NA as trustee for $124.3 million in pension obligation bonds. The list of largest creditors includes $119.2 million owing on four other series of bonds. The city is being represented by Marc A. Levinson, Esq., and John W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP. The petition was signed by Robert Deis, city manager. Mr. Levinson also represented the city of Vallejo, Cal. in its 2008 bankruptcy. Vallejo filed for protection under Chapter 9 (Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. In August 2011, Vallejo was given green light to exit the municipal reorganization. The Vallejo Chapter 9 plan restructures $50 million of publicly held debt secured by leases on public buildings. Although the Plan doesn't affect pensions, it adjusts the claims and benefits of current and former city employees. Bankruptcy Judge Michael McManus released Vallejo from bankruptcy on Nov. 1, 2011. The bankruptcy judge on April 1, 2013, ruled that the city of Stockton is eligible for municipal bankruptcy in Chapter 9. STORY BUILDING: Plan Confirmation Hearing Continued Until July 18 ----------------------------------------------------------------- Story Building LLC and Wells Fargo Bank, N.A., as trustee, entered into a stipulation providing for, among other things, continuance of the hearing until July 18, 2013, at 10:30 a.m., on confirmation of the Debtor's Third Amended Plan of Reorganization; and withdrawal of the motion filed by Wells Fargo for dismissal of the case. The stipulation also moved the deadline for creditors to timely deliver ballots on the Plan. This is the sixth interim stipulation between the parties. The parties informed the Court they have reached an agreement on the material terms of a resolution of disputed issues surrounding confirmation of the Debtor's Third Amended Plan, and the Debtor's request to disallow Wells Fargo's claim. The parties were slated to file a plan support agreement and modified Plan by June 1. At the July 18, hearing, the Court will also consider claims objection. A case status conference will also be held on the same date. About Story Building LLC Story Building LLC is a real estate management company based in Irvine, California. The Company owns and operates a 13-story historical building located in Downtown, Los Angeles, known as the Walter P. Story Building, located at 610 S. Broadway. The building is primarily utilized as a jewelry plaza. Story Building LLC filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 10-16614) on May 17, 2010. Sandford Frey, Esq., at Creim Macias Koenig & Frey LLP, represents the Debtor in its restructuring effort. The Debtor disclosed $19,421,024 in assets and $16,500,721 in liabilities as of the Chapter 11 filing. There was no official committee of unsecured creditors appointed in the Debtor's case. The Debtor has filed a plan providing for distributions to be funded primarily from operations of the Story Building property, and the new value contribution. The Debtor's interest holder has agreed to provide $160,000. Under the Plan, distributions will be funded primarily from operations of the Story Building property, and the new value contribution. The Debtor's interest holder has agreed to provide $160,000. Wells Fargo Bank NA -- as trustee for the registered holders of JPMorgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C1 -- is represented by Michelle McMahon, Esq., at Bryan Cave LLP. STRATUS MEDIA: Isaac Blech Held 67.1% Equity Stake at May 2 ----------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Isaac Blech and his affiliates disclosed that, as of May 2, 2013, they beneficially owned 173,095,238 shares of common stock of Stratus Media Group, Inc., representing 67.1 percent of the shares outstanding. A copy of the filing is available for free at http://is.gd/33OVrs About Stratus Media Santa Barbara, Calif.-based Stratus Media Group, Inc., is an owner, operator and marketer of live sports and entertainment events. Subject to the availability of capital, the Company intends to aggregate a large number of complementary live sports and entertainment events across North America and internationally. Stratus Media disclosed a net loss of $6.84 million on $374,542 of total revenues for the year ended Dec. 31, 2012, as compared with a net loss of $23.63 million on $570,476 of total revenues for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $2.44 million in total assets, $20.85 million in total liabilities, all current, and a $18.40 million total shareholders' deficit. Goldman Kurland and Mohidin LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that Stratus Media has suffered recurring losses and has negative cash flow from operations which conditions raise substantial doubt as to the ability of the Company to continue as a going concern. T3 MOTION: Issues 5.2 Million Common Shares ------------------------------------------- T3 Motion, Inc., on June 6, 2013, issued 1,962,500 shares of the Company's unregistered common stock to five accredited investors as a component of the Debenture units sold on Nov. 27, 2012. Also on June 6, 2013, the Company issued 250,000 shares of the Company's unregistered common stock to two accredited investors as a component of the Debenture units sold on March 4, 2013. The Company had been limited by Securities and Exchange Commission requirements at the original date of the Debenture transaction. On June 6, 2013, the Company issued 2,515,000 shares of the Company's unregistered common stock to three accredited investors in exchange for the conversion of $251,500 face value of Convertible Debentures issued on Nov. 27, 2012. On June 11, 2013, the Company issued 500,000 shares of the Company's unregistered common stock to one accredited investor in exchange for the conversion of $50,000 face value of Convertible Debentures issued on Nov. 27, 2012. On May 15, 2013, all of the Company's Class H warrants expired unexercised. The Class H warrants were registered in the Company's May 2011 public offering, had an exercise price of $3.00 per share and contained certain voting rights on future financings. About T3 Motion Costa Mesa, Calif.-based T3 Motion, Inc., develops and manufactures T3 Series vehicles, which are electric three-wheel stand-up vehicles that are directly targeted to the public safety and private security markets. T3 Motion reported a net loss of $21.52 million on $4.51 million of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $5.50 million on $5.29 million of net revenues during the prior year. The Company's balance sheet at March 31, 2013, showed $3.07 million in total assets, $19.63 million in total liabilities, all current, and a $16.55 million total stockholders' deficit. "The Company has incurred significant operating losses and has used substantial amounts of working capital in its operations since its inception (March 16, 2006). Further, at March 31, 2013, the Company had an accumulated deficit of $(76,980,775) and used cash in operations of $(1,614,252) for the three months ended March 31, 2013. These factors raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time," according to the Company's Form 10-Q for the period ended March 31, 2013. T3 MOTION: Alpha Capital Held 8.4% Equity Stake at June 10 ---------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission on June 10, 2013, Alpha Capital Anstalt disclosed that it beneficially owned 1,675,000 shares of common stock of T3 Motion, Inc., representing 8.46 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/aQfl8v About T3 Motion Costa Mesa, Calif.-based T3 Motion, Inc., develops and manufactures T3 Series vehicles, which are electric three-wheel stand-up vehicles that are directly targeted to the public safety and private security markets. T3 Motion reported a net loss of $21.52 million on $4.51 million of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $5.50 million on $5.29 million of net revenues during the prior year. The Company's balance sheet at March 31, 2013, showed $3.07 million in total assets, $19.63 million in total liabilities, all current, and a $16.55 million total stockholders' deficit. "The Company has incurred significant operating losses and has used substantial amounts of working capital in its operations since its inception (March 16, 2006). Further, at March 31, 2013, the Company had an accumulated deficit of $(76,980,775) and used cash in operations of $(1,614,252) for the three months ended March 31, 2013. These factors raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time," according to the Company's Form 10-Q for the period ended March 31, 2013. THELEN LLP: NYC Bar Assoc. Files Opinion on Unfinished Business --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that in the opinion of the Association of the Bar of the City of New York when a law firm goes bankrupt, the firm that takes in the failed firm's lawyers and completes unfinished business has no obligation to pay profit on the business to the defunct firm's bankruptcy trustee. According to the report, two committees of the organization better known as the New York City bar association came down on one side of an issue where federal district judges in Manhattan made diametrically different rulings in the past year. The bar association's opinion took the form of a friend-of-the-court brief filed in an appeal to the U.S. Court of Appeals in Manhattan involving Thelen LLP. The report notes that U.S. District Judge William H. Pauley III ruled in September in a suit arising from Thelen's bankruptcy that hourly fees earned on unfinished business by a new law firm aren't the property of the defunct firm. Judge Pauley disagreed with a decision from May 2012 by U.S. District Judge Colleen McMahon, who concluded in the liquidation of Coudert Brothers LLP that fees earned on unfinished business belong to the liquidated firm. The report relates that the bar association's ethics and bankruptcy committees told the Second Circuit appeals court that calling unfinished business the property of the failed firm "improperly treats the clients of a dissolving law firm as property." The committees contend that the Coudert ruling violates a "cardinal principle" giving a client the "unilateral right to retain or change lawyers and law firms at any time." The report says that turning unfinished business into property would discourage other law firms from taking in partners from failing firms and "thereby further disrupt client services," according to the filing. In support of Pauley's ruling, the bar association pointed to two legal principles. In contingent fee cases, the Second Circuit previously ruled that the new firm is entitled to keep what it earns by completing unfinished business. Second, the committee cited New York law prohibiting an arrangement that "even merely inhibits" a lawyer from moving from one firm to another. Oral argument on the Thelen appeal hasn't been set as yet. Briefs are still being filed on the Coudert appeal. There is no word yet from the circuit court on whether the two appeals will be argued in tandem. The Thelen appeal is Geron v. Seyfarth Shaw LLP (In re Thelen LLP), 12-4138, U.S. Court of Appeals for the Second Circuit (Manhattan), and the Coudert appeal is Development Specialists Inc. v. DeFoestraets (In re Coudert Brothers LLP), 12-4916, in the same court. About Thelen LLP Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner -- http://thelen.com/-- is a bi-coastal American law firm in process of dissolution. It was formed as a product between two mergers between California and New York-based law firms, mostly recently in 2006. Its headcount peaked at roughly 600 attorneys in 2006, and had 500 early in 2008, with offices in eight cities in the United States, England and China. In October 2008, Thelen's remaining partners voted to dissolve the firm. As reported by the Troubled Company Reporter on Sept. 22, 2009, Thelen LLP filed for Chapter 7 protection. The filing was expected due to the timing of a writ of attachment filed by one of Thelen's landlords, entitling the landlord to $25 million of the Company's assets. The landlord won approval for that writ in June 2009, but Thelen could void the writ by filing for bankruptcy within 90 days of that court ruling. Thelen, according to AM Law Daily, has repaid most of its debt to its lending banks. About Coudert Brothers Coudert Brothers LLP was an international law firm specializing in complex cross-border transactions and dispute resolution. The firm had operations in Australia and China. Coudert filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on Sept. 22, 2006. John E. Jureller, Jr., Esq., and Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor in its restructuring efforts. Brian F. Moore, Esq., and David J. Adler, Esq., at McCarter & English, LLP, represented the Official Committee of Unsecured Creditors. Coudert scheduled total assets of $30.0 million and total debts of $18.3 million as of the Petition Date. The Bankruptcy Court in August 2008 signed an order confirming Coudert's chapter 11 plan. The Plan contemplated on paying 39% to unsecured creditors with $26 million in claims. UNI-PIXEL INC: FMR LLC No Longer a Shareholder as of June 7 ----------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission on June 7, 2013, FMR LLC and Edward C. Johnson 3d disclosed that they do not beneficially own shares of common stock of Uni-Pixel Inc. The reporting persons previously disclosed beneficial ownership of 595,030 common shares or 6.156 percent on Feb. 13, 2013. A copy of the amended regulatory filing is available for free at http://is.gd/Qvs0vp 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 March 31, 2013, showed $19.40 million in total assets, $693,193 in total liabilities and $18.71 million in total shareholders' equity. "As of December 31, 2012, we had a cash balance of approximately $13.0 million and working capital of $12.8 million. We project that current cash reserves will sustain our operations through at least December 31, 2013, and we are not aware of any trends or potential events that are likely to adversely impact our short term liquidity through this term. We expect to fund our operations with our net product revenues from our commercial products, cash and cash equivalents supplemented by proceeds from equity or debt financings, and loans or collaborative agreements with corporate partners, each to the extent necessary," according to the Company's annual report for the year ended Dec. 31, 2012. UNI-PIXEL INC: Wellington Lowers Equity Stake to 3.8% as of May 31 ------------------------------------------------------------------ In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Wellington Management Company, LLP, disclosed that, as of May 31, 2013, it beneficially owned 460,000 shares of common stock of Uni-Pixel, Inc., representing 3.83 percent of the shares outstanding. Wellington previously reported beneficial ownership of 1,385,540 common shares or 13.89 percent equity stake as of March 31, 2013. A copy of the amended regulatory filing is available for free at http://is.gd/j8VkLX 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 March 31, 2013, showed $19.40 million in total assets, $693,193 in total liabilities and $18.71 million in total shareholders' equity. "As of December 31, 2012, we had a cash balance of approximately $13.0 million and working capital of $12.8 million. We project that current cash reserves will sustain our operations through at least December 31, 2013, and we are not aware of any trends or potential events that are likely to adversely impact our short term liquidity through this term. We expect to fund our operations with our net product revenues from our commercial products, cash and cash equivalents supplemented by proceeds from equity or debt financings, and loans or collaborative agreements with corporate partners, each to the extent necessary," according to the Company's annual report for the year ended Dec. 31, 2012. UNIFIED 2020: June 26 Hearing to Approve Ungerman Hiring -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas will convene a hearing on June 26, 2013, at 9:30 a.m., to consider Unified 2020 Realty Partners, LP's motion to employ Arthur I. Ungerman and Kerry S. Alleyne-Simmons as counsel. Arthur I. Ungerman -- arthur@ungerman.com -- is a solo practitioner, while Kerry S. Alleyne-Simmons is an associate attorney working for Mr. Ungerman. Ungerman et al. have been paid a retainer of $20,000. Their hourly rates are: Arthur I. Ungerman $300 Kerry S. Alleyne-Simmons $175 Paralegals and Legal Assistants $30 - $50 About Unified 2020 Realty Unified 2020 Realty Partners, LP, filed a bare-bones petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in Dallas on May 6, 2013. The petition was signed by Edward Roush as president of general partner. The Debtor disclosed $44.7 million in total assets and $31.6 million in liabilities as of the Chapter 11 filing. The Debtor says it owns and leases infrastructure critical to telecommunications companies and data center facilities. The Debtor is represented by Arthur I. Ungerman, Esq., in Dallas. Judge Stacey G. Jernigan presides over the Chapter 11 case. UNITED AIRLINES: Can't Dodge DHL's Pricing Claims, 2nd Circ. Hears ------------------------------------------------------------------ Kathryn Brenzel of BankruptcyLaw360 reported that United Airlines Inc. can't use its bankruptcy as an escape from antitrust claims, DHL told the Second Circuit, because creditors didn't learn of the alleged price-fixing scheme until the airline's reorganization was nearly completed. According to the report, the Second Circuit is mulling whether claims that United and its competitors engaged in a seven-year price-fixing conspiracy were discharged during the airline's Chapter 11 proceedings, which concluded in 2009. A New York federal judge said last year that the suit should stick, but United has appealed the decision, the report related. About UAL Corp. Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20, 2006. The company emerged from bankruptcy protection on Feb. 1, 2006. UNITEK GLOBAL: Names Andrew Herning as Chief Financial Officer -------------------------------------------------------------- UniTek Global Services, Inc., has appointed Andrew J. Herning as the Company's Chief Financial Officer, effective June 4, 2013. Kenneth J. Cichocki, who joined the Company as Interim Chief Financial Officer on April 15, 2013, and has been instrumental in the Company's financial oversight, will assist Mr. Herning as needed in order to ensure an orderly transition. "Andrew is an accomplished financial and operational executive who brings to UniTek a wealth of experience in financial controls and reporting, as well as strong relationships with the financial community. We conducted an extensive search of over 200 candidates, and Andrew's background and commitment to people made him the clear choice for this important role," said Rocky Romanella, chief executive officer of UniTek. "Moreover, he has proven expertise in leadership, managing organizational change, process improvement and execution at fast-growing companies. We are pleased to have him join our executive team and look forward to his contributions as we advance our business. Andrew's vision, tactical execution capabilities and ability to collaborate with business partners are closely aligned with the operating philosophy and culture we are instilling at UniTek. "I would also like to thank Ken for his contributions over the last several months, during a challenging period for our Company. Through Ken's leadership and uncompromising commitment, we are nearing completion of our financial restatements and outstanding SEC filings, which will allow us to focus on our future. It is also important to thank Don Gately for his recent work as both Chief Operating Officer and interim President of our Pinnacle Wireless division. With a permanent CFO on board, we are now focused on the search for a President of the Pinnacle division, and I have the utmost confidence in Don's ability to continue leading that group until the recruitment process is complete. Operationally, I believe our business is strong, and that UniTek is poised to achieve growth and success in the second half of 2013." Mr. Herning joins UniTek from AS America, Inc. (American Standard Brands), a multinational manufacturer of high quality building products with over 5,000 employees in North America, where he most recently served as interim CFO. Before being named interim CFO in 2012, he held senior-level positions leading the finance function for American Standard's Fixtures and Chinaware business units, and previously served as the Global Controller of American Standard Companies' $2.4 billion bath and kitchen division. Prior to American Standard, Mr. Herning spent 11 years at KPMG LLP and Arthur Andersen LLP providing audit and advisory services to companies primarily in the telecommunications and technology industries, and was registered as a Certified Public Accountant in Colorado from 1996-2006. He graduated from Marquette University with a Bachelor of Science in Business Administration - Accounting. "I am pleased to be joining UniTek and grateful for the opportunity that management and the Board of Directors have given me," said Herning. "I am impressed with the energy, enthusiasm, resilience and work ethic exhibited throughout the Company's senior leadership as well as the Finance and Accounting team. UniTek is a dynamic company with a strong track record of execution and a reputation as an industry leader. I believe that management's strategy is sound, their goals are achievable and there is significant potential for growth. I look forward to working as part of this management team and playing a role in UniTek's future success." In connection with his hiring, Mr. Herning will receive an inducement grant consisting of 47,850 restricted stock units (RSUs), one-half (23,925) of which are subject to time-vesting in four equal installments over four years with 12.5 percent vesting on each anniversary of the date of grant and the other half of which will vest subject to the satisfaction of the performance conditions for 2013 previously established for other participants in the Company's Senior Executive Long-Term Incentive Plan. Mr. Herning will receive an annual base salary of $275,000, which will be prorated for the remainder of 2013. About UniTek Global UniTek Global Services, Inc., based in Blue Bell, Pennsylvania, provides fulfillment and infrastructure services to media and telecommunication companies in the United States and Canada. As reported by the TCR on June 11, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Blue Bell, Pa.- based UniTek Global Services Inc. to 'D' from 'CCC'. "The downgrade follows UniTek's announcement that it did not make a scheduled interest payment on May 29, 2013, on its senior secured term loan due 2018, which we consider to be a default under our timeliness of payments criteria," said Standard & Poor's credit analyst Michael Weinstein. In the June 11, 2013, edition of the TCR, Moody's Investors Service lowered UniTek Global Services, Inc.'s probability of default and corporate family ratings to Ca-PD/LD and Ca, respectively. The Ca corporate family rating reflects UniTek's missed interest payment on the term loan which is considered a default under Moody's definition, the heightened possibility of another default event, continued delays in the filing of restated financials including the last two audits, management turnover, the potential loss of the company's largest customer and other business and legal risks stemming from issues at the company's Pinnacle subsidiary. UNS ENERGY: Moody's Lifts Senior Secured Debt Rating From 'Ba1' --------------------------------------------------------------- Moody's Investors Service upgraded the senior secured rating of UNS Energy Corporation to Baa3 from Ba1 and the senior unsecured rating of Tucson Electric Power Company to Baa2 from Baa3. Moody's also affirmed the Baa2 senior unsecured ratings of UNS Gas, Inc. and UNS Electric, Inc. The rating outlook for UNS Energy, TEP, UNS Gas and UNS Electric are stable. "The upgrade reflects improvements in the Arizona regulatory environment, including a favorable rate case settlement for TEP along with strong and improving financial metrics at both entities" said Jeffrey Cassella, Moody's Analyst. "Financial metrics are expected to remain strong given that new rates will take effect July 1, 2013." Ratings Rationale: The Arizona regulatory environment is exhibiting a sustained improvement with respect to its credit supportiveness. Moody's sees improvements in the timeliness of rate case resolutions and a strong and growing suite of recovery mechanisms. On June 11, 2013, the Arizona Corporation Commission (ACC) awarded TEP a $76.2 million base rate increase based upon a 10% ROE and 43.5% equity ratio. In addition, the ACC allowed TEP to implement a Lost Fixed Cost Recovery partial decoupling mechanism to recover lost revenues from energy efficiency and distributed renewable energy as well as an Environmental Compliance Adjustor (ECA) through which TEP would recover environmental costs subject to a cap equal to 0.25% of total retail revenue. TEP filed its rate case in July 2012 requesting a $127.8 million base rate increase based on a 10.75% ROE and 46% equity ratio. The final rate case outcome is similar to the formal settlement agreed upon in February 2013. In addition to TEP's rate case completion in 12 months, the ACC recently provided constructive outcomes to UNS Gas, Arizona Public Service Company (Baa1 stable) and Southwest Gas Corporation (Baa1 stable), which also received recent rate case decisions that averaged about 11 to 13 months to be finalized and they all received base rate increases that were at or above 50% of the initial request, which is average for the sector. This time frame for resolving rate cases is a considerable improvement compared to the 17 to 18 month average that had previously existed in Arizona. Historically, Moody's had considered the regulatory framework for UNS Energy and its subsidiaries to be below average among US utilities due to the lengthy decision process and corresponding regulatory lag, which along with a historical test period, meant that new rates were determined on a rate base that was typically more than two years old. Additionally, the existence of an elected commission had historically added to the regulatory volatility experienced within the state. Moody's believes the improved regulatory environment in Arizona will be sustained. Based on the length of the TEP rate case as well as other recent cases, Moody's believes the ACC is more committed to finalizing cases within about 13 months, following its earlier public statements supporting an accelerated decision timeline. Moreover, the ACC recently received a substantial increase to its budget from the governor of Arizona, specifically for the purpose of improving the infrastructure and staff available to facilitate rate case proceedings. With regard to decoupling, the favorable settlements follow the announcement of the new ACC policy in December 2010 to encourage utilities to apply for decoupling in rate cases. All of these factors point to a substantial improvement in the regulatory supportiveness for UNS Energy and its subsidiaries. In addition to the improved regulatory framework, TEP and UNS Energy have demonstrated strong financial metrics relative to their respective ratings, which had been viewed as an important mitigant to the historically below average regulatory framework factor. Since over 85% UNS Energy's operating cash flows are generated by TEP, UNS' credit profile and rating is largely driven by TEP. TEP's financial metrics have historically been strong for the rating. For the twelve months ended March 31, 2013, TEP's cash flow from operations pre-working capital (CFO pre-WC) to debt was 22.4% and cash flow interest coverage was 4.9x, which are consistent with low A rated US regulated electric utilities. However, excluding the tax benefits associated with bonus depreciation, TEP's CFO pre-WC to debt was approximately 20.4% and cash flow interest coverage was about 4.6x, reflective of a strong Baa rated regulated utility. Although both of these metrics were bolstered by the cash flow benefits associated with bonus depreciation and the elevated interest coverage was driven higher by the low interest rate environment, Moody's anticipates that TEP's CFO pre-WC to debt will be about 20% and cash flow interest coverage at least mid 4x over the next two years following the constructive rate case outcome. Coinciding, UNS Energy's CFO pre-WC to debt was 21.4% and cash flow interest coverage was 4.8x for the twelve months ended March 31, 2013. Excluding the tax benefits associated with bonus depreciation, CFO pre-WC to debt was approximately 19.5% and cash flow interest coverage was about 4.5x, still reflecting an investment grade profile. Consistent with TEP, Moody's anticipates that UNS Energy's CFO pre-WC to debt will be about 20% and cash flow interest coverage at least mid 4x over the next two years given the rate case outcome at TEP and expected constructive outcome of UNS Electric's rate case expected at the end of 2013. The strength in the credit metrics, combined with the improved regulatory framework, supports the upgrade of the ratings. The Baa3 rating assigned on UNS' secured credit facility predominantly reflects one notch relative to the Baa2 senior unsecured rating of TEP, UNS' largest subsidiary. It also considers that the security is limited to the stock of certain subsidiaries (excluding TEP); as a result, its credit quality is assessed as akin to an unsecured claim. The stable rating outlooks reflect Moody's expectation that the recent improvement in the credit supportiveness of the Arizona regulatory environment is sustained; UNS Energy and its subsidiaries continue to generate stable cash flows with reasonably timely recoveries of fuel and purchased power costs such that their financial metrics remain at levels consistent with their respective ratings and economic growth in Arizona continues to improve. The outlook also assumes that planned capital expenditures will be financed in a manner that is consistent with the entities' current financial position. In light of the upgrade, an upgrade to UNS Energy or its subsidiaries is unlikely in the near-to-intermediate term. However, the ratings could experience rating upgrades if the economic growth in Arizona resumes at pre-recession levels which contributes to further strengthening of financial metrics and the regulatory environment remains credit supportive through further constructive rate case outcomes. The rating could experience negative rating pressure if a more contentious regulatory environment re-emerged in Arizona that resulted in deterioration in the credit supportiveness of the regulatory framework or if UNS Energy or its subsidiaries' financial metrics deteriorated to levels that did not support their respective ratings. For example, TEP's rating could come under downward pressure if its credit metrics declined to the low- end of the Baa range, including CFO pre-WC to debt in the low teens. Ratings Upgraded Include: UNS Energy Corporation Senior Secured Bank Credit Facility to Baa3 from Ba1 Tucson Electric Power Company Issuer Rating to Baa2 from Baa3 Senior Unsecured Rating to Baa2 from Baa3 Senior Secured Bank Credit Facility to A3 from Baa1 Shelf Registration: Senior Unsecured to (P)Baa2 from (P)Baa3 Ratings Affirmed Include: UNS Gas, Inc. Senior Unsecured Rating - Baa2 UNS Electric, Inc. Senior Unsecured Rating - Baa2 The principal methodology used in this rating was Regulated Electric and Gas Utilities published in August 2009. Headquartered in Tucson, Arizona, UNS Energy Corporation is a holding company that provides electricity and natural gas to customers across Arizona through its regulated utility subsidiaries, Tucson Electric Power Corporation, UNS Electric, Inc. and UNS Gas, Inc. UniSource Energy Services, Inc. is an intermediate subsidiary of UNS Energy Corporation which serves as a holding company for UNS Electric, Inc. and UNS Gas, Inc. VALENCE TECHNOLOGY: Wants to Extend KMPG, Roth Capital Employment ----------------------------------------------------------------- Valence Technology, Inc., asks the U.S. Bankruptcy Court for the Western District of Texas for authorization to extend terms of employment of KPMG Corporate Finance LLC and Roth Capital Partners LLC as investment bankers According to the Debtor, the terms of both the KPMGCF and Roth letter agreements are time limited and expired as of May 6, 2013. Neither KPMGCF nor Roth is asking for any additional consideration for the extension. All terms previously agreed to by KPMGCF, Roth and the Debtor will remain in effect. Both KPMGCF and Roth have been working with the Debtor to obtain exit financing. As reported by the Troubled Company Reporter on April 10, 2013, the Debtor obtained court permission to employ KPMGCF and Roth as investment bankers. The firms are expected to: a) familiarize themselves with the financial condition and business of the Debtor and advise and assist the Debtor in considering the desirability of effecting a Private Placement; b) assist the Debtor in preparing a management presentation describing the Debtor, its operations, its historical performance and future prospects; c) assist the Debtor in identifying and contacting selected potential investors in the Debtor, and deliver the Memorandum or other data to such parties; d) assist the Debtor in arranging for potential investors to conduct investigations in connection with their potential investment in the Debtor; and e) assist the Debtor in negotiating the financial aspects of any proposed Private Placement. As compensation for the services to be provided by Roth and KPMG CF, the Company agrees to pay each firm: a) a nonrefundable engagement fee of $15,000, payable promptly upon approval by the Bankruptcy Court; b) an initial retainer fee of $15,000, payable in advance one month after the execution of the Agreement; and c) an additional fee in an amount equal to 2.5% of the Private Placement Value less the amount of the previously paid Engagement Fee and Retainer Fee, but in no event less than a minimum success fee of $500,000. The Debtor agrees to indemnify or provide contribution to KPMGCF and Roth from and against any and all losses, claims, damages, expenses and liabilities related to or arising out of activities performed on the Debtor's behalf. To the best of Debtor's knowledge and information, KPMGCF and all of its employees, and Roth and all of its employees are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code. About Valence Technology Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 12-11580) on July 12, 2012, in its home-town in Austin. Founded in 1989, Valence develops lithium iron magnesium phosphate rechargeable batteries. Its products are used in hybrid and electric vehicles, as well as hybrid boats and Segway personal transporters. The Debtor disclosed debt of $82.6 million and assets of $31.5 million as of March 31, 2012. The Debtor disclosed $24,858,325 in assets and $78,520,831 in liabilities as of the Chapter 11 filing. Chairman Carl E. Berg and related entities own 44.4% of the shares. ClearBridge Advisors LLC owns 5.5%. Judge Craig A. Gargotta presides over the case. The Company is being advised by Streusand, Landon & Ozburn, LLP with respect to bankruptcy matters. The petition was signed by Robert Kanode, CEO. On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five creditors to serve on the Official Committee of Unsecured Creditors of the Debtor. Brinkman Portillo Ronk, PC, serves as its counsel. VELTI PLC: Incurs $157-Mil. Net Loss in First Quarter ----------------------------------------------------- Velti plc filed with the Securities and Exchange Commission on June 10, 2013, its interim report for the three months ended March 31, 2013. The Company reported a net loss of $157.04 million on $41.01 million of revenue for the three months ended March 31, 2013, compared with a net loss of $8.84 million on $51.79 million of revenue for the same period last year. According to the regulatory filing, during the three months ended March 31, 2013, the Company's share price declined significantly causing a decline in the Company's market capitalization. "In connection with the preparation of our financial statements for the first quarter of 2013, we concluded that the sustained decline in our share price and market capitalization were indicators of potential impairment requiring us to perform an impairment analysis. Based on this analysis, we determined that the fair value of our aggregate net assets was below their carrying values, and a full impairment was recorded on our goodwill and a partial impairment against certain other intangible assets based on the purchase price allocation method prescribed by the accounting guidance. The decline in our fair value resulted directly from the overall decline in our market value during the first quarter of this year. "As a result of this analysis, we recorded an impairment charge of $133.1 million which represented a full impairment on our goodwill and a $67.5 million impairment charge related to certain other intangible assets, partially offset by $3.6 million of unrecognized government grants related to these assets." The Company's balance sheet at March 31, 2013, showed $373.88 million in total assets, $244.34 million in total liabilities, and shareholders' equity of $129.54 million. Bankruptcy Warning According to the regulatory filing, if new sources of financing are insufficient or unavailable, we may have to reduce substantially or eliminate expenditures or significantly modify our operating plans. "As a result, our independent registered public accounting firm has deemed that there is substantial doubt about our ability to continue as a going concern, which in turn would likely further adversely affect our ability to conduct business with third parties as well as attract new financing or secure waivers for potential violations of covenants in our existing credit facility. There can be no assurance that we will be able to raise additional capital if our current capital resources are exhausted. If the above strategies are not successful, we could be forced to restructure our obligations or seek protection under applicable bankruptcy laws." A copy of the Form 6-K is available at http://is.gd/hrXZU3 Dublin, Ireland-based Velti plc (Nasdaq: VELT) is a global provider of mobile marketing and advertising technology and solutions that enable brands, advertising agencies, mobile operators and media to implement highly targeted, interactive and measurable campaigns by communicating with and engaging consumers via their mobile devices. VPR OPERATING: Committee Taps Brown McCarroll as Counsel -------------------------------------------------------- The Official Committee of Creditors in the Chapter 11 cases of VPR Operating, LLC, et al., asks the U.S. Bankruptcy Court for the Western District of Texas for permission to retain Brown McCarroll LLP as its counsel. The hourly rates of the firm's personnel are: Stephen W. Lemmon $550 Kell C. Mercer $450 Associates $225 - $450 Paraprofessionals $95 - $200 To the best of the Committee's knowledge, BMC is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About VPR Operating VPR Operating, LLC, and three related entities sought Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin on March 29, 2013. VPR estimated assets and debts of at least $50 million. Brian John Smith, Esq., at Patton Boggs LLP, serves as the Debtor's counsel. Judge Craig A. Gargotta presides over the case. The Debtor disclosed $13,400,000 in assets and $11,119,045 in liabilities as of the Chapter 11 filing. Privately owned VPR is an oil and gas company focused on acquiring and developing assets in the domestic onshore basins of the United States. It has 53 producing wells, which generate revenue of approximately $375,000 per month on average after royalty payments. VPR was founded in 2008, and maintains producing oil and gas properties in Oklahoma and New Mexico. The U.S. Trustee appointed five entities to an official committee of creditors. The Committee tapped Brown McCarroll LLP as its counsel. VPR OPERATING: Patton Boggs Approved as Bankruptcy Counsel ---------------------------------------------------------- The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas authorized VPR Operating, LLC, et al., to employ Patton Boggs LLP as bankruptcy counsel. To the best of the Debtor's knowledge, Patton Boggs is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About VPR Operating VPR Operating, LLC, and three related entities sought Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin on March 29, 2013. VPR estimated assets and debts of at least $50 million. Brian John Smith, Esq., at Patton Boggs LLP, serves as the Debtor's counsel. Judge Craig A. Gargotta presides over the case. VPR Operating disclosed $13,400,000 in assets and $11,119,045 in liabilities as of the Chapter 11 filing. Privately owned VPR is an oil and gas company focused on acquiring and developing assets in the domestic onshore basins of the United States. It has 53 producing wells, which generate revenue of approximately $375,000 per month on average after royalty payments. VPR was founded in 2008, and maintains producing oil and gas properties in Oklahoma and New Mexico. The U.S. Trustee appointed five entities to an official committee of creditors. The Committee tapped Brown McCarroll LLP as its counsel. VPR OPERATING: U.S. Trustee Balks at Loan, Cash Collateral Access ----------------------------------------------------------------- Judy A. Robbins, U.S. Trustee for Region 7, asks the Bankruptcy Court to deny VPR Operating LLC's motion to incur postpetition financing and to use cash collateral. According to the U.S. Trustee, certain items have not been addressed or resolved but the Debtors and parties-in-interest have been discussing the terms of a final order for the use of cash collateral and the terms of postpetition financing. The U.S. Trustee notes that the proposed order, among other things: -- limit any rights by creditors or a trustee from any "marshaling" rights; -- seeks to grant a priming lien on all current and future assets of the Debtors and is not limited to the type of property upon which a lien existed prepetition, including a pledge of capital stock or equity interest held directly or indirectly by each Debtor; -- seeks to give control over the Debtors' bank accounts to the lenders. All of the Debtors' funds are required to flow through Debtor-in-Possession bank accounts and those bank accounts must have no other signatory than a properly authorized signatory with fiduciary obligations to the estate. About VPR Operating VPR Operating, LLC, and three related entities sought Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin on March 29, 2013. VPR estimated assets and debts of at least $50 million. Brian John Smith, Esq., at Patton Boggs LLP, serves as the Debtor's counsel. Judge Craig A. Gargotta presides over the case. VPR Operating disclosed $13,400,000 in assets and $11,119,045 in liabilities as of the Chapter 11 filing. Privately owned VPR is an oil and gas company focused on acquiring and developing assets in the domestic onshore basins of the United States. It has 53 producing wells, which generate revenue of approximately $375,000 per month on average after royalty payments. VPR was founded in 2008, and maintains producing oil and gas properties in Oklahoma and New Mexico. The U.S. Trustee appointed five entities to an official committee of creditors. The Committee tapped Brown McCarroll LLP as its counsel. VPR OPERATING: Wants to Hire Global Hunter as Financial Advisor --------------------------------------------------------------- VPR Operating, LLC, et al., ask the U.S. Bankruptcy Court for the Western District of Texas for permission to employ Global Hunter Securities LLC as financial advisor and investment banker. Prior to the commencement of their proceedings, the Debtors were working with a different investment bank, Evercore Partners, to assist them in evaluating potential restructuring alternatives. In the course of evaluating the postpetition retention of an investment banker, the Debtors sought proposals from several investment banking firms (including Evercore) with experience in both oil and gas and bankruptcy transactions. After weighing the proposals and conducting interviews with certain of the investment banking teams, the Debtors determined that Global Hunter had the most experience and presented the best overall value for the estates. Global Hunter will, among other things: a. review and analyze the Debtors' businesses and financial projections; b. evaluate the Debtors' strategic and financial alternatives; c. assist the Debtors in evaluating, structuring, negotiating and implementing potential restructuring transactions; and d. assist the Debtors in preparing descriptive materials to be provided to parties that may participate in potential restructuring transactions. The Debtors agreed to pay Global Hunter: a. an initial advisory fee of $65,000, payable upon Court approval of Global Hunter's employment; b. upon the closing of a M&A Transaction, a M&A fee equal to two and a half percent of the aggregate consideration received in connection with such M&A Transaction, payable at the closing of such M&A Transaction. If the M&A transaction involves multiple sales of portions of the Debtors' assets, the M&A Fee for any one sale will be the greater of (i) two and a half percent of the aggregate consideration for such sale; or (ii) $200,000; provided, however, that if three or more sales are consummated, the total amount of M&A Fees payable will be capped at the greater of (x) two and a half percent of the aggregate consideration for all such sales, or (y) $600,000 for all of the M&A Transactions consummated; c. a new capital fee equal to three percent for any unsecured or junior debt, one percent for any senior secured debt and six percent for any equity or convertible securities, all computed as a percentage of the gross cash proceeds raised in the case of equity, or the principal amount raised in the case of debt; d. in the case of any other transaction or recapitalization, whether specifically described or not, including, but not limited to, a "credit bid" by secured lenders, a minimum fee in the amount of $400,000; provided, however, that the Minimum Fee would only be payable if the M&A Fee or New Capital Fee were not otherwise earned and payable; and e. reimbursement of all reasonable, out-of-pocket expenses in an amount not to exceed $100,000 in the aggregate. The Debtors will also provide Global Hunter with a $25,000 advance against expenses subject to reimbursement under the Engagement Agreement. To the best of the Debtor's knowledge, Global Hunter is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About VPR Operating VPR Operating, LLC, and three related entities sought Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin on March 29, 2013. VPR estimated assets and debts of at least $50 million. Brian John Smith, Esq., at Patton Boggs LLP, serves as the Debtor's counsel. Judge Craig A. Gargotta presides over the case. VPR Operating disclosed $13,400,000 in assets and $11,119,045 in liabilities as of the Chapter 11 filing. Privately owned VPR is an oil and gas company focused on acquiring and developing assets in the domestic onshore basins of the United States. It has 53 producing wells, which generate revenue of approximately $375,000 per month on average after royalty payments. VPR was founded in 2008, and maintains producing oil and gas properties in Oklahoma and New Mexico. The U.S. Trustee appointed five entities to an official committee of creditors. The Committee tapped Brown McCarroll LLP as its counsel. W.R. GRACE: FCR Seeks to Retain Phillips Goldman as Counsel ----------------------------------------------------------- BankruptcyData reported that Roger Frankel, interim successor legal representative for W.R. Grace & Co.'s future asbestos personal injury claimants, filed with the U.S. Bankruptcy Court a motion to retain Phillips, Goldman & Spence (Contact: John C. Phillips, Jr.) as Delaware co-counsel at the following hourly rates: senior partner at $495, junior partner at 435, associate at 305 to 375 and legal assistant at 165. By this motion, Frankel seeks to retain and employ Phillips, Goldman & Spence, the same firm that represented his predecessor, David T. Austern, retained as Delaware co-counsel in these same cases. 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). WIRECO WORLDGROUP: S&P Lowers CCR to 'B'; Outlook Stable -------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Kansas City, Mo.-based WireCo WorldGroup Inc. to 'B' from 'B+'. The rating outlook is stable. S&P also lowered the rating on the company's $480 million senior secured credit facility due 2017 to 'B+' from 'BB-'. The recovery rating on the credit facility remains '2', indicating S&P's expectation for substantial (70% to 90%) recovery if a payment default occurs. S&P also lowered the rating on the company's $425 million senior unsecured notes due 2017 to 'B-' from 'B'. The recovery rating on the notes remains '5', indicating S&P's expectation for modest (10% to 30%) recovery in the event of payment default. At the same time, S&P removed all ratings from CreditWatch, where it placed them with negative implications on May 21, 2013. "The downgrade reflects our expectation that operating conditions for WireCo will remain difficult for the next 12 months due to weak key end markets, said Standard & Poor's credit analyst Megan Johnston. In addition, over the past year, WireCo has increased debt to about $900 million from about $600 million to fund acquisitions, but has failed to realize EBITDA gains from those acquisitions due to challenging market conditions. As a result, S&P expects adjusted EBITDA of about $160 million in 2013, and adjusted EBITDA of around $175 million in 2014. Given adjusted debt of about $900 million, S&P expects leverage of between 5.5x and 6x in 2013 and around 5x in 2014, and funds from operations (FFO) to debt below 10% each year. S&P considers these measures to be more in line with the 'B' rating and a "highly leveraged" financial risk profile. The stable outlook reflects S&P's view that liquidity should remain adequate, as S&P believes WireCo will take steps to provide additional cushion under its covenants in the near term, and that cost-cutting initiatives should eventually lead to improved credit measures. The stable rating outlook reflects S&P's view that WireCo's liquidity should remain adequate, as it believes WireCo will provide additional cushion under its covenants in the near term, and that cost-cutting measures should eventually lead to improved credit measures. S&P expects leverage of between 5.5x and 6x in 2013 and around 5x in 2014. S&P considers these measures to be in line with the 'B' rating and highly leveraged financial risk profile. S&P could lower the ratings if it no longer deemed liquidity to be adequate. This could occur if demand weakens further or raw material costs rise, resulting in increased revolver borrowings and reduced headroom under the company's covenants. This could occur if adjusted EBITDA is about 25% lower than S&P's current expectations. S&P could raise the ratings if demand improves and WireCo can cut costs and reduce debt, such that adjusted leverage improves to and is sustained around 4.5x or lower. This could occur if the company reduces debt by about $75 million to $100 million and gross margins improve about 250 basis points from current levels. XVITA LLC: Utah Court Confirms Liquidation Plan ----------------------------------------------- Utah Bankruptcy Judge R. Kimball Mosier confirmed xVita LLC's Plan of Liquidation at a hearing on June 6 in Salt Lake City. The Plan establishes three Classes of Claims and one Class of Interests. All three impaired Classes -- Classes 1, 2 and 3 -- have accepted the Plan. Class 4 Equity Interests are cancelled under the Plan. As such, although Class 4 did not vote, it is deemed to reject the Plan. Classes 2 and 3 affirmatively voted to accept the Plan. No qualifying ballots were returned with respect to Class 1, and no creditors in those Classes objected to confirmation of the Plan. As such, Class 1 is deemed to have accepted the Plan. A copy of the Court's June 6, 2013 Findings and Conclusions Regarding Confirmation of Debtor's Plan of Liquidation Under Chapter 11 is available at http://is.gd/ZgzUo5from Leagle.com. Murray, Utah-based xVita LLC -- dba HAVVN and JUS International -- filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 12-32520) on Oct. 1, 2012. Judge R. Kimball Mosier presides over the case. George B. Hofmann, Esq., Matthew M. Boley, Esq., and Steven C. Strong, Esq. -- gbh@pkhlawyers.com and mmb@pkhlawyers.com -- at Parsons Kinghorn Harris, PC, represent the Debtor as counsel. xVita estimated $500,001 to $1 million in assets, and $1 million to $10 million in debts. A list of the Company's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/utb12-32520.pdf The petition was signed by Justin Serra, chief executive officer. * Moody's Sees Steady Growth for Oil and Gas Exploration Sector --------------------------------------------------------------- Unconventional oil and natural gas production in North America will allow independent exploration and production (E&P) companies to keep taking advantage of strong oil prices over the next 12 to 18 months, while North American over-supply will keep natural gas prices low there during this period, Moody's Investors Service says in its new annual industry outlook for the global independent E&P sector. In its new report, "E&P Companies Settle in for Period of Modest but Steady Growth," the ratings agency says it foresees relative stability in the E&P industry through late 2014, with no obvious catalysts that would push business conditions in either a positive or a negative direction. The new report also makes an adjustment to Moody's commodity price assumptions for oil in the second half of 2013. "Stable oil and natural gas prices will continue to encourage healthy investment in the independent E&P industry over the next year or so, particularly to develop oil and natural gas liquid reserves," says Stuart Miller, Moody's Vice President -- Senior Credit Officer and author of the report. "Investment in natural gas wells, however, will be subdued, because natural gas prices remain range-bound amid a continued surplus." Indeed, low natural gas prices will continue to pressure smaller E&P companies with outsized natural gas exposure, Miller says, including EXCO Resources, Comstock Resources, Goodrich Petroleum and Quicksilver Resources, as well as larger natural gas-oriented companies such as Encana, Southwestern Energy and Chesapeake Energy. Moody's believes these companies will all moderate their spending plans and sell non-core assets to support investment in oil and NGLs. Meanwhile, companies exposed to liquids-oriented unconventional plays in North America will benefit for years to come from the low risk and high rates of return generated from their investments in unconventional resources, chiefly in pursuit of oil and liquids- rich shale gas. Operating margins will improve and development costs will fall, and as a result the breakeven price to produce oil and natural gas will go down. The E&P industry does however face headwinds from the lack of a fully developed midstream network for moving production to end markets. "While midstream companies have raced to catch up with demand created by the shale boom and rapid development of oil sands projects, a shortage of infrastructure will temper investment over the next two years," Miller says. "That said, accommodative credit markets have provided these companies with ready capital to continue their aggressive infrastructure build-out." Robust capital markets have also helped independent E&P companies acquire leasehold positions and begin development of new unconventional resource plays, Miller says. And while this has saddled many with higher leverage, the benefits should ultimately offset any initial pressure on their credit quality. As part of its assessment of conditions in the E&P sector, Moody's changed its price assumption for West Texas Intermediate, the main US benchmark crude, to $90 per barrel (bbl) for the second half of 2013, up from the previous assumption of $85/bbl. The rating agency's price assumptions for Brent crude, US natural gas and US NGLs remained unchanged from its February 2013 price deck. Price assumptions represent baseline approximations - not forecasts - that Moody's uses to help evaluate risk within the oil and natural gas industry. Moody's periodically revises its oil and natural gas price assumptions to better calculate future financial metrics for companies in the oil and natural gas industry. * Ch. 11 Fee Rules Still Vex Bankruptcy Attorneys ------------------------------------------------- Lance Duroni of BankruptcyLaw360 reported that the backlash against the U.S. Trustee Program's new billing guidelines for large Chapter 11 cases has abated somewhat after changes to the initial proposal, but the final version left many bankruptcy attorneys still doubting the overhaul is necessary and questioning whether it will rein in rising fees as intended. According to the report, released Tuesday and scheduled to go into effect Nov. 1, the guidelines are meant to increase transparency and prevent bankruptcy attorneys from charging above-market rates. * U.S., Canada Reach Agreement on Winding Down Big Banks -------------------------------------------------------- Evan Weinberger of BankruptcyLaw360 reported that U.S. and Canadian regulators announced an agreement to work in concert to unwind large banks with operations in both countries that fail. According to the report, the memorandum of understanding signed by the Federal Deposit Insurance Corp. and the Canada Deposit Insurance Corp. is part of a broader effort among international regulators to have a plan in place to avoid jurisdictional battles over scarce resources in the event a global bank's failure. * White & Case Releases New Report on Marine Industry ----------------------------------------------------- Global law firm White & Case LLP on June 14 announced the availability of a new report, "Restructuring & Beyond: The marine industry's routes to safety." The report focuses on survival strategies for those affected by the industry's downturn as well as emerging opportunities for companies, banks and investors. "Market equilibrium remains out of balance, and risks remain for the maritime sector," said Christopher Frampton, Partner and Global Head of the Asset Finance Practice of White & Case. "We have seen some contraction in the bank market. This, together with continued demand for capital, presents opportunities for alternate sources of finance. Private equity and the export credit agencies may bridge a part of the gap, but with portfolio composition evolving for other investors, we may see a fresh focus on the US capital markets." The report features insight from industry experts including Richard Haines, a ship broker at Howe Robinson; Paul Slater, chairman of First International; Erik Nikolai Stavseth, an analyst at Arctic Securities and Albert Stein, managing director at AlixPartners. The report examines: -- Strategic and practical measures companies under threat might take to preserve their future -- How lenders and investors can support companies by continuing to deploy capital -- New opportunities for investors and new sources of capital -- The role of banks, private equity and, potentially, the capital markets in maritime financing -- Which sectors of the maritime industry may represent the best opportunities for recovery and growth -- The impact of US bankruptcy law on the global shipping business White & Case's lawyers are responsible for handling the strategic legal work on some of the most prominent and complicated restructuring, refinancing and capital raising transactions in recent years in the maritime sector. Examples include advising the creditors in connection with the successful restructuring of TORM (the Danish listed product tanker and dry bulk market operator) and the emergence of General Maritime from bankruptcy protection after just six months as well as representing the capital providers in structured financings for new delivery large container ships and various off-shore rigs (FPSO vessels and FSRUs). White & Case LLP is a global law firm with lawyers in 39 offices across 27 countries. * BOND PRICING -- For Week From June 10 to 14, 2013 --------------------------------------------------- Issuer Name Ticker Coupon Bid Price Maturity Date ----------- ------ ---------- ----- ------------- ATP Oil & Gas Corp ATPG 11.875 1.250 5/1/2015 Alion Science & Technology Corp ALISCI 10.250 56.394 2/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 9.500 11/1/2015 James River Coal Co JRCC 4.500 45.000 12/1/2015 USEC Inc USU 3.000 21.887 10/1/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 29.500 4/1/2021 School Specialty Inc SCHS 3.750 40.000 11/30/2026 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.375 51.937 8/1/2016 RBS Capital Trust I RBS 4.709 79.000 MacDermid Inc MRD 9.500 100.750 4/15/2017 Cengage Learning Acquisitions Inc TLACQ 10.500 8.875 1/15/2015 Eastman Kodak Co EK 7.000 17.500 4/1/2017 OnCure Holdings Inc ONCJ 11.750 41.750 5/15/2017 Yankee Candle Co Inc YCC 9.750 102.819 2/15/2017 Affinion Group Holdings Inc AFFINI 11.625 50.000 11/15/2015 Bon-Ton Department Stores Inc/The BONT 10.250 99.000 3/15/2014 AGY Holding Corp AGYH 11.000 53.500 11/15/2014 GMX Resources Inc GMXR 9.000 15.500 3/2/2018 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 12.100 11/1/2015 THQ Inc THQI 5.000 45.500 8/15/2014 Overseas Shipholding Group Inc OSG 8.750 82.000 12/1/2013 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 31.100 4/1/2021 GMX Resources Inc GMXR 4.500 3.362 5/1/2015 Cengage Learning Acquisitions Inc TLACQ 12.000 10.875 6/30/2019 TMST Inc THMR 8.000 8.560 5/15/2013 Savient Pharmaceuticals SVNT 4.750 15.000 2/1/2018 Platinum Energy Solutions Inc PLATEN 14.250 57.600 3/1/2015 Hawker Beechcraft Acquisition Co LLC / Hawker Beechcraft Notes HAWKER 8.500 6.000 4/1/2015 FiberTower Corp FTWR 9.000 9.750 1/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 12.500 11/1/2016 Penson Worldwide Inc PNSN 12.500 23.125 5/15/2017 Mashantucket Western Pequot Tribe MASHTU 8.500 6.500 11/15/2015 AES Eastern Energy AES 9.000 1.750 1/2/2017 Dynegy Roseton LLC / Dynegy Danskammer LLC Pass Through Trust Series B DYN 7.670 4.500 11/8/2016 Hawker Beechcraft Acquisition Co LLC / Hawker Beechcraft Notes HAWKER 8.875 1.125 4/1/2015 FairPoint Communications Inc/Old FRP 13.125 1.040 4/2/2018 Buffalo Thunder Development Authority BUFLO 9.375 30.500 12/15/2014 Cengage Learning Holdco Inc TLACQ 13.750 1.000 7/15/2015 Lehman Brothers Inc LEH 7.500 17.000 8/1/2026 Downey Financial Corp DSL 6.500 64.000 7/1/2014 Eastman Kodak Co EK 9.200 15.035 6/1/2021 PMI Group Inc/The PMI 6.000 28.000 9/15/2016 Gasco Energy Inc GSXN 5.500 17.000 10/5/2015 ATP Oil & Gas Corp ATPG 11.875 1.125 5/1/2015 Ambac Financial Group Inc/Old ABK 6.150 15.200 2/7/2087 AES Eastern Energy AES 9.670 4.125 1/2/2029 Verizon New York Inc VZ 7.000 99.504 6/15/2013 HP Enterprise Services LLC HPQ 3.875 94.525 7/15/2023 Eastman Kodak Co EK 9.950 17.700 7/1/2018 Federal Farm Credit Banks FFCB 3.550 99.730 6/18/2018 Motors Liquidation MTLQQ 7.200 1.250 1/15/2011 FairPoint Communications Inc/Old FRP 13.125 1.000 4/1/2018 Ford Motor Credit Co LLC F 2.750 99.500 6/20/2015 Cengage Learning Acquisitions Inc TLACQ 10.500 8.875 1/15/2015 Residential Capital RESCAP 6.875 30.500 6/30/2015 Penson Worldwide Inc PNSN 8.000 8.250 6/1/2014 Motors Liquidation Co MTLQQ 7.375 1.250 5/23/2048 ATP Oil & Gas Corp ATPG 11.875 1.125 5/1/2015 LBI Media Inc LBIMED 8.500 30.000 8/1/2017 Mashantucket Western Pequot Tribe MASHTU 8.500 6.500 11/15/2015 Champion Enterprises CHB 2.750 0.375 11/1/2037 Motors Liquidation MTLQQ 6.750 1.250 5/1/2028 Geokinetics Holdings USA Inc GEOK 9.750 51.750 12/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 11.625 11/1/2015 Commonwealth Edison EXC 7.500 97.500 7/1/2013 Delta Air Lines 1993 Series A1 Pass Through Trust DAL 9.875 20.875 4/30/2049 Texfi Industries TXFIE 8.750 1.000 8/1/1999 WCI Communities Inc/Old WCI 4.000 0.375 8/5/2023 Penson Worldwide Inc PNSN 12.500 23.125 5/15/2017 SLM Corp SLMA 0.791 98.875 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 10.875 11/1/2016 FairPoint Communications Inc/Old FRP 13.125 1.000 4/1/2018 WCI Communities Inc/Old WCI 4.000 0.375 8/5/2023 Powerwave Technologies Inc PWAV 1.875 1.125 11/15/2024 Terrestar Networks TSTR 6.500 10.000 6/15/2014 Lehman Brothers Holdings Inc LEH 1.000 20.750 8/17/2014 Powerwave Technologies Inc PWAV 1.875 1.125 11/15/2024 Lehman Brothers Holdings Inc LEH 1.000 20.750 8/17/2014 Lehman Brothers Holdings Inc LEH 0.250 20.750 12/12/2013 Lehman Brothers Holdings Inc LEH 0.250 20.750 1/26/2014 Lehman Brothers Holdings Inc LEH 1.250 20.750 2/6/2014 Lehman Brothers Holdings Inc LEH 1.000 20.750 3/29/2014 ********* 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, 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 ***